UNITED STATES
               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 28, 2003      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].
          Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Act).  Yes
_____ No ___X___

               DOCUMENTS INCORPORATED BY REFERENCE
                         Not Applicable.

                        TABLE OF CONTENTS

     Item                                         Page


 1.  Business (and Properties) . .  . . . . .                 1

 2.  Properties  . . . . . . . . . . . . . .                  6

 3.  Legal Proceedings . .. . . . . . . . . .                 6

 4.  Submission of Matters to a Vote of
      Security Holders . . . . . . . . . . .                  6

 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. . . . . . . . . . . .               17

 8.  Financial Statements and Supplementary Data             18

 9.  Changes in and Disagreements with Accountants
      on Accounting and Financial Disclosure .               38

 9A. Controls and Procedures . . . . . .  . .                38

10.  Directors and Executive Officers of the
     Registrant  . . . . . . . . . . . . . .                 38

11.  Executive Compensation  . . . . . . . . . . .           40

12.  Security Ownership of Certain Beneficial Owners
      and Management and Related Stockholder Matters. .      43

13.  Certain Relationships and Related Transactions. .       43

15.  Exhibits, Financial Statement Schedules,
      and Reports on Form 8-K  . . . . . . . . . . . .       44



                         GOLD KIST INC.

      ANNUAL REPORT FOR THE FISCAL YEAR ENDED JUNE 28, 2003

     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 2,500
farmer  members located principally in Alabama, Florida, Georgia,
North  Carolina  and South Carolina.  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 and marketing business, and participates as  a  member
of a limited liability company which is engaged in the production
and sale of hogs.


                             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  2003
were headquartered in Boaz, Russellville and Trussville, Alabama;
Athens,  Douglas,  Ellijay  and Carrollton,  Georgia;  Live  Oak,
Florida;  Sanford  and  Siler City, North Carolina;  and  Sumter,
South  Carolina.   Gold Kist intends to cease operations  at  its
Trussville  operations, effective November 2, 2003.  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 were marketed in fiscal 2003 in fresh and 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.

     Principal  raw  materials utilized  by  Gold  Kist  for  the
production  of poultry include agricultural commodities  such  as
corn  and soybeans utilized as feed ingredients in the production
of  poultry  feed  by the Association.  The principal  source  of
these  commodities has been domestic U.S. production, principally
in  the  Midwestern  United  States.  The  availability  of  feed
ingredients  at  reasonable  to low  prices  has  been  generally
favorable for the Association because of the increased stocks  of
such  commodities generated by large domestic crops in  the  last
five  years  although  prices for such commodities  increased  in
fiscal  2003 due to reduced domestic production.  The Association
believes  that the availability of such commodities in  the  next
fiscal  year  will  be  adequate due  to  an  expected  increased
domestic harvest in 2003, dependent upon weather conditions.

     Poultry products were marketed in fiscal 2003 directly  from
the  Association's corporate headquarters in Atlanta.  The plants
at   Athens,   Carrollton,  Boaz,  and  Live  Oak  have   special
distribution facilities, and there are five separate distribution
facilities  located  in  Florida,  Tennessee,  and   Ohio.    The
Association   also  operated  distribution  facilities   in   Mt.
Sterling,  Kentucky for a portion of fiscal 2003.   Cornish  game
hens have been 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
Note 1  of Notes to Consolidated Financial Statements.
<TABLE>
<CAPTION>
                    Fiscal Year Ended (000's Omitted)

                    June 30,       June 29,       June 28,
                    2001           2002           2003
<S>                 <C>            <C>            <C>
Broiler Products
Volume              $1,777,495     $1,845,744     $1,832,328
Percentage (%)      98.2           99.0           98.8

</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.


                           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.


                          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  28,  2003,  the
approximate  export  sales volume of poultry was  $56.4  million.
During  that  period, export sales were mainly  to  customers  in
Russia,  Eastern Europe, the Far 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.  Continued restrictions placed  by
Russian  authorities  on  the export of U.S.  poultry  to  Russia
beginning  in March 2002 adversely impacted the export  sales  of
domestic  suppliers into fiscal 2003.  In addition, EEC exporters
are  aided  in price competition with United States exporters  in
certain markets by subsidies from their governments.


                           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  2003 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  eleven  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,
Jasper (closed in March 2003) and Pride, 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  2003  in its sales and distribution of poultry  products:
Tampa,  Pompano  Beach,  and Crestview,  Florida;  Mt.  Sterling,
Kentucky;  Nashville, Tennessee; and Cincinnati, Ohio.   The  Mt.
Sterling facility was closed in April 2003.

     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  April  30,
2010);  poultry distribution facilities at Tampa, Florida  (lease
expires  May 14, 2005) and Nashville (lease expires December  31,
2006)   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 and other 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.

     In May of 2002, the EPA filed a lawsuit against a number  of
defunct former owners of an allegedly contaminated Superfund Site
in  Tifton,  Georgia.  In addition, EPA has investigated  several
other  parties, including Gold Kist, with respect  to  the  site.
Settlement discussions with all parties began in April  of  2003.
While  Gold Kist is unable to estimate the cost of settlement  to
be  required of Gold Kist for this location, Management  believes
that  the  potential cost of settlement or compliance  would  not
have  a material effect on the financial condition or results  of
operations of the Company.

     The regulatory powers of various federal and state agencies,
including the federal Department of Labor and the U.S. Department
of  Agriculture, 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 17,000 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,   as
determined by the Board of Directors in light of each operation'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 28, 2003 and "Consolidated Balance Sheet
Data"  as of June 26, 1999, July 1, 2000, June 30, 2001, June 29, 2002  and
June  28,  2003  are derived from the consolidated financial statements  of
Gold Kist Inc. and subsidiaries.  The consolidated financial statements  as
of  June 29, 2002 and June 28, 2003 and for each of the years in the three-
year  period ended June 28, 2003, 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  independent
auditors' reports.
<TABLE>
<CAPTION>
                               For Fiscal Years Ended (000's omitted)
Consolidated Statement of  June 26,  July 1,  June 30,  June 29,   June 28,
Operations Data:             1999     2000      2001      2002       2003
<S>                      <C>        <C>       <C>       <C>       <C>
Net sales volume         $1,822,708 1,770,453 1,810,755 1,863,828 1,855,126
Margins (loss) from
 continuing operations   $   68,815   (26,503)   33,280    47,629   (51,452)
</TABLE>
<TABLE>
<CAPTION>
                                        As of (000's omitted)
Consolidated Balance Sheet  June 26,  July 1,  June 30,  June 29,  June 28,
Data:                         1999      2000     2001      2002      2003
<S>                         <C>       <C>       <C>        <C>       <C>
Total assets               $ 814,137  881,290   870,056   789,529  762,047
Long-term liabilities      $ 275,408  331,837   322,289   314,858  412,554
Patrons' and other
 equity                    $ 279,367  239,490   272,550   283,161  183,897
</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

   After two decades of rapid growth, the poultry industry is maturing  and
will  be  dependent on new and value added product development, as well  as
expanded export opportunities for continued revenue growth.  Production and
operating  efficiencies will also be necessary for increased profitability.
In  addition,  the  industry is undergoing consolidation  as  a  number  of
acquisitions and mergers have occurred in the last five years.  The  market
share  of  the  top five U.S. firms in terms of ready-to-cook broiler  meat
production has increased from 49% to 55% during that period and this  trend
is expected to continue.

  The industry has experienced volatility in results of operations over the
last five years and the following information addresses the various factors
that  have  influenced  the results and financial condition  of  Gold  Kist
during  that period.  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 fiscal 1999 as the live production problems were  resolved
and  supplies  increased.  Market prices for poultry dark  meat  were  weak
during  fiscal  1999 as a result of the Russian and Asian  economic  crises
that  began during the summer of 1998.  Depressed broiler prices  continued
through  fiscal  2000  and most of fiscal 2001 due to increased  production
levels  and  the large supply of competing meats (pork and beef).   Broiler
prices strengthened during the first half of fiscal 2002 due to an improved
supply/demand  balance.   Strong export demand,  principally  from  Russia,
favorably  impacted  both foreign and domestic markets  and  fueled  higher
broiler prices through the first eight months of fiscal 2002.  However,  on
March  10,  2002, Russia banned the import of U.S. poultry.   This  led  to
downward  pressure on broiler sales prices due to excess  domestic  supply.
Export  sales  industry-wide declined by 20% during the fourth  quarter  of
fiscal  2002.   Although the Russian ban was lifted in mid-April  2002  and
product  specifications  and other issues were  resolved  in  August  2002,
fiscal  2003  sales to Russia were 60% below levels prior to  the  embargo.
This  increased  the domestic supply and combined with higher  supplies  of
competing  meats, continued the downward pressure on broiler  sales  prices
through 2003.

    According  to  the  U.S.  Department  of  Agriculture's  (USDA)   World
Agricultural  Outlook Board, the forecast for calendar  2003  broiler  meat
production is 32.185 billion pounds, ready-to-cook weight, .91%  above  the
31.895  billion pounds produced in 2002.  This is the smallest increase  in
broiler  production  for  the  industry in recent  history.   Heavier  bird
weights  slightly offset lower egg sets and chick placements.  The estimate
for  calendar 2004 production is 32.647 billion pounds, 1.44% over the 2003
forecast.  Subject to the supplies of competing meats, the status of export
markets  and  other  factors, this nominal increase  should  contribute  to
improved broiler sales prices in 2004.

   The  cost  of  feed grains, primarily corn and soybean meal,  represents
approximately fifty percent of total broiler production costs.   Prices  of
feed  grain  commodities  fluctuate in response  to  worldwide  supply  and
demand.   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 fiscal
2002.   Corn  and  soybean meal prices increased in 2003 by  25%  and  18%,
respectively, due to stronger worldwide demand and a reduced U.S. crop  due
to  weather problems in grain producing areas.   Feed costs are expected to
decline  in  2004  due  to a projected increased U.S. and  worldwide  crop,
dependent upon weather conditions.

   Gold  Kist's  poultry export sales for fiscal 2001, 2002 and  2003  were
$68.8 million, $74.2 million and $56.4 million, respectively.  Starting  in
fiscal  2000,  poultry 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 fiscal 2001 due to the ban on  red  meat
imports from the European Union.  Export sales continued strong through the
first  half of fiscal 2002, increasing 49% over the same period  in  fiscal
2001.   However, due to the Russian ban mentioned above, export  sales  for
the last four months of fiscal 2002 decreased 57.1% as compared to the same
period in fiscal 2001.  The drop in export sales continued in fiscal  2003,
decreasing  24%  from 2002.  Russia intends to implement  an  import  quota
system  that  would  reduce U.S. poultry imports by an estimated  40%  from
levels prior to the embargo.

   In  June  2002,  the  Association adopted a plan to  withdraw  from  and
discontinue  participation in a pecan processing and marketing partnership,
which was accomplished in January 2003.  Accordingly, the operating results
of  the  partnership  have been segregated from continuing  operations  and
reported separately in the Statements of Operations.  See Note 11 of  Notes
to   Consolidated  Financial  Statements.   The  Association's   continuing
operations  are principally comprised of its poultry production, processing
and  marketing  operations.   The discussion and  analysis  of  results  of
operations  that  follows  relates  to the  continuing  operations  of  the
Association,  unless otherwise noted, for each of the years in  the  three-
year period ended June 28, 2003.

                           Results of Operations

  Fiscal 2002 Compared to Fiscal 2001

   For  2002, net sales increased 2.9% from $1.81 billion in 2001 to  $1.86
billion  in  2002.  The increase was due primarily to a 1%  improvement  in
average  selling prices and a 4% increase in live weight pounds  processed.
The  increase in poultry sales prices was principally due to strong  export
demand,  experienced industry-wide, which favorably impacted  both  foreign
and  domestic  markets.   The  increased export  demand,  principally  from
Russia, strengthened broiler sales prices through the first half of  fiscal
2002.   However, in March, Russia banned the import of U.S. poultry.   This
led  to downward pressure on broiler sales prices and reduced export  sales
industry-wide during the second half of fiscal 2002.  Although the ban  was
lifted  in  April  2002,  only limited shipments  resumed  as  new  product
specifications and poultry plant recertifications were required for  export
eligibility to Russia.  Export sales only comprised approximately 4% of the
Association's  2002  gross  sales volume, however  the  increased  domestic
supply  caused  by  the embargo led to a 2.7% decrease in  overall  broiler
sales prices in the fourth quarter of fiscal 2002.

   The  Association had net operating margins of $69.8 million for 2002  as
compared  to net operating margins of $65.5 million in 2001.  The  increase
in  net operating margins before the 2001 benefit curtailment gain was  due
primarily to the higher poultry selling prices and increased volume.  These
factors  were  partially offset by slightly higher overall total  feed  and
other production costs for 2002 as compared to 2001 due to the increase  in
pounds  processed.   The Association's Pork Division  posted  an  operating
margin  of $1.3 million in 2002 as compared to an operating margin of  $2.4
million  in  2001.   The 1.2% decrease in distribution, administrative  and
general expenses in 2002 as compared to 2001 was principally due to benefit
program changes implemented in 2001.

   The  components  in  other deductions totaled $76 thousand  in  2002  as
compared  to  an  $18.9 million deduction in 2001.  Interest  and  dividend
income  was  $9.4 million for 2002 as compared to $11.3 million  for  2001.
The  decrease  was due to the receipt of the dividends for only  the  first
half  of  2002  from the Southern States Cooperative, Inc. (SSC)  preferred
securities.   See Note 10(a) of Notes to Consolidated Financial Statements.
No  dividends  were  paid or declared on the preferred securities  for  the
second half of 2002.  Interest expense was $28 million for 2002 as compared
to  $40 million for 2001, a decrease of 30%.  The decrease was due to lower
average loan balances resulting from improved cash flow from operations and
from  the sale of investments, and lower market interest rates.   The  sale
of  the  marketable  equity security and other investments  resulted  in  a
pretax  net gain of $15.6 million in 2002.  The Association withdrew  as  a
member  of Golden Peanut Company effective June 30, 2001 and therefore  had
no  equity in the earnings of the affiliate for fiscal 2002 as compared  to
$10  million in fiscal 2001.  Miscellaneous, net was income of $2.9 million
for 2002 as compared to a deduction of $241 thousand for 2001.  Income from
a  hog  grow-out joint venture with another regional cooperative  was  $1.1
million  in  2002 as compared to $2.1 million in 2001 due to a decrease  in
hog  market prices.  This reduction was more than offset by gains on  sales
of  assets  of  approximately $1.4 million in fiscal 2002  as  compared  to
losses of $2.7 million in 2001.

   The  combined  federal and state effective tax rate  for  2002  was  32%
compared  to  29%  in 2001.  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.


   Fiscal 2003 Compared to Fiscal 2002

   For  the  year ended June 28, 2003, net sales volume decreased .5%  from
$1.864  billion  in 2002 to $1.855 billion in 2003.  The  decrease  in  net
sales  volume  was due primarily to a 2% decrease in average poultry  sales
prices,  which  was  partially offset by a 1.1% increase  in  ready-to-cook
(RTC)  broiler  meat  production.  The decrease in  average  poultry  sales
prices  was  principally  due to a reduction in export  demand  experienced
industry-wide.   The reduction resulted primarily from the Russian  ban  on
U.S.  chicken  imports  instituted  in  March  2002  and  their  continuing
regulatory import restrictions.  This event and problems with other  export
markets  negatively  impacted  both foreign  and  domestic  markets.   This
resulted  in an oversupply of broiler meat and lower poultry sales  prices.
Increased supplies of competing meats, principally beef and pork, also were
a  significant  factor leading to the downward pressure on poultry  prices.
Broiler prices improved during the fourth fiscal quarter of 2003 due to the
impact of industry production constraints and seasonal demand.

   The  Association's export sales of $56.4 million for 2003 were 24% lower
than  for  2002  due to the continuing impact of Russian import  regulatory
issues,  increased  foreign  competition and  problems  with  other  export
markets.  Although the Russian ban was lifted in mid-April 2002 and product
specifications  and  other issues were resolved in August  2002,  sales  to
Russia  were  60% below prior year levels.  Russia intends to implement  an
import  quota  system that would reduce U.S. poultry exports  by  40%  from
levels prior to the embargo.

   The  Association had net operating losses of $19.6 million for  2003  as
compared  to net operating margins of $69.8 million in 2002.  The  decrease
in  operating margins was due primarily to the decrease in poultry  selling
prices and a 6.2% increase in the cost of sales.  The increased costs  were
attributable  to  higher  feed ingredient and production  costs,  including
energy, for 2003 as compared to 2002.  Total feed costs in 2003 were  12.5%
higher than 2002.  These increases were partially offset by the receipt  of
$8.9  million  in  June  2003 representing Gold Kist's  share  as  a  class
claimant  in  the class action litigation against methionine suppliers  for
overcharges.  Also as part of the implementation of an automated system for
spare  parts and supply inventories, the Company changed its level of  item
cost  for  inclusion in inventory.  The change resulted in  an  approximate
additional  $4.6 million of spare parts and supplies capitalized  in  2003.
The Association's Pork Division posted a net operating loss of $3.1 million
as  opposed  to a net operating margin of $1.3 million in 2002.   The  6.4%
decrease   in   distribution,  administrative  and  general  expenses   was
principally  due to the absence of incentive compensation accruals  due  to
the  net loss for 2003, a general salary freeze and lower benefit costs due
to benefit plan changes effected in 2002 and 2003.

    In   October   2002,  the  Association  substantially   curtailed   its
postretirement  supplemental life insurance plan and  in  April  2003,  the
Association  substantially curtailed its postretirement  medical  plan  for
existing  retirees.  The postretirement medical plan for  active  employees
was  curtailed  in  January  2001.  Previously eligible  retired  employees
between the ages of 55 and 65 could continue their coverage at rates  above
the  average  cost of the medical insurance plan for active  employees.   A
gain from these curtailments of approximately $20.3 million is reflected in
the  2003  consolidated  statement  of  operations  with  the  accompanying
reduction   in  the  accrued  postretirement  benefit  liability   in   the
accompanying 2003 consolidated balance sheet.

  Interest and dividend income was $2.3 million in 2003 as compared to $9.4
million  in  2002.   The  amount for 2002 was earned principally  from  the
Southern  States  Cooperative,  Inc.  (SSC)  capital  trust  and  preferred
securities.   No  dividends  or interest were  paid  or  accrued  on  these
securities  in  2003.  In October 2002, SSC notified the Association  that,
pursuant  to  the  provisions of the indenture under which the  Association
purchased  the  trust  securities  from SSC,  SSC  would  defer  the  trust
certificates  interest payment due on October 5, 2002.  Quarterly  interest
payments for subsequent quarters through July 2003 have also been deferred.
As  a result of the deferral of the interest payments, the Association  has
reduced  the carrying value of the SSC securities by $24.1 million  with  a
corresponding  charge  against  margins from continuing  operations  before
income  taxes  for  the year ended June 28, 2003.  As  interest  rates  and
market  conditions  change, the carrying value of the securities  could  be
further reduced.  Also, the proceeds from any future sale of the securities
could  differ  from these estimates.  If these events were to  occur,  they
could  have  a  material  impact on results  of  operations  and  financial
position of the Association.

  Interest expense was $25.0 million in 2003, 10.7% below the $28.0 million
incurred in 2002. The decrease in interest expense was due to lower average
market interest rates partially offset by higher average loan balances  and
fees.  See Note 4 of Notes to Consolidated Financial Statements.

   Miscellaneous, net of $2.4 million expense for the year ended  June  28,
2003 includes the litigation settlement payment in December 2002 related to
Golden  Peanut Company, LLC.  See Note 9 of Notes to Consolidated Financial
Statements.

   The  Association's combined federal and state effective income tax  rate
used to calculate the tax benefit of the 2003 loss before income taxes  was
25%.   The combined effective rate for 2002 was 32%.  The limited 2003  tax
benefit  is  due to the deferred income tax valuation allowance established
for  the unrealized capital losses resulting from the write down of the SSC
investment  and  the  dissolution  of the pecan  processing  and  marketing
partnership.   Income tax expense (benefit) for the periods presented  also
reflects income taxes at statutory rates adjusted for available tax credits
and  deductible nonqualified equity cash refunds and redemptions.  See Note
7 of Notes to Consolidated Financial Statements.

   In  response  to the adverse operating conditions in 2003,  the  Company
instituted  a cost reduction plan freezing pay levels, reducing  staff  and
overtime,      implementing     further     employee      benefit      plan
reductions/eliminations and selling certain non-operating assets.  However,
if  broiler  sales prices deteriorate further or operating  costs  increase
without  a  corresponding increase in broiler sales prices, the Association
will have to implement further cost reduction measures or asset sales.

                            Financial Condition

Liquidity and Capital Resources

   The Association's liquidity is dependent upon funds from operations  and
external  sources of financing.  At July 1, 2001, the principal  source  of
external financing was a $240 million Senior Secured Credit Facility with a
group  of  financial  institutions that included  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 Association also had $41.1 million  term
loans  with  an agricultural bank and $55 million in senior notes  with  an
insurance  company.  The Association's senior notes, senior secured  credit
facilities  and term loans with an agricultural credit bank are secured  by
substantially  all  of  the  Association's  inventories,  receivables,  and
property, plant and equipment.

   In  October  2001, the Association refinanced its Senior Secured  Credit
Facility,  replacing the $100 million 364-day revolving line of credit  due
November  3, 2001 with a $110 million revolving line of credit due  October
2002.    The  $95  million two-year term loan due November  2002  was  also
replaced  with  a $95 million two-year term loan due October  2003.   Other
terms and conditions of the credit facility were essentially unchanged.

  In September 2002, the Company refinanced and extended the Senior Secured
Credit  Facility  to  include  a  $110 million  Revolving  Credit  Facility
maturing November 2004 and a $95 million Term Loan maturing November  2005.
The  interest rates on the facility ranged from 1.50% to 2.25% over  LIBOR,
adjusted quarterly based on the Association's financial conditions.   Other
terms  and conditions were essentially unchanged.  The terms and conditions
on  the  $45  million  five-year term loan  due  November  2005  were  also
unchanged.

   In connection with the dissolution of the pecan processing and marketing
partnership  in  January  2003, the Association paid  $20  million  on  the
partnership's line of credit and received notes from the parent corporation
of  the  other former general partner in the amount of $11.7 million.   The
notes  bore  interest  at  12% and were recorded  at  a  discounted  amount
representing their estimated fair value.  The $20 million payment  by  Gold
Kist was financed from a $10 million drawing from the Senior Secured Credit
Facility  and  a  $10 million note from an agricultural  credit  bank.   On
August  22,  2003, Gold Kist settled all outstanding notes  receivable  for
$3.8 million, which exceeded the carrying value of the notes.

   In February 2003, the Company amended its Senior Secured Credit Facility
and  arranged a Temporary Revolving Credit Facility to provide  up  to  $35
million  of incremental liquidity.  The Temporary Revolving Credit Facility
matures  on  September 30, 2003 and bears interest at LIBOR  plus  4%.   No
amounts were outstanding under the Temporary Facility at June 28, 2003.

   The  amendment  also revised the loan covenants and  the  interest  rate
pricing  structure  for the Senior Secured Credit Facility.   The  interest
rates on the Senior Secured Credit Facility range from 2% to 4% over LIBOR,
adjusted  quarterly  based on the Company's financial condition.   Covenant
changes  included  increased reporting requirements and  amended  financial
covenants.   As  of  September  22, 2003,  Gold  Kist  has  $43.85  million
available under its Senior Secured Credit Facility, excluding the Temporary
Revolving Credit Facility which matures September 30, 2003.

   Covenants under the terms of the loan agreements 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  28,  2003,  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 complete the transaction,
the  Association  committed to purchase from Southern  States,  subject  to
certain  terms  and  conditions, up to $100  million  principal  amount  of
capital  trust  and 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  capital
trust and preferred securities as required under the commitment.  Gold Kist
is  permitted  to sell the securities, which are classified  as  noncurrent
investments  in the accompanying consolidated balance sheets,  pursuant  to
applicable securities regulations.  See Note 10(a) of Notes to Consolidated
Financial Statements.

   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  flow  from operating activities, along with additional net  long-term
borrowings,  was  used  to  repay  short-term  borrowings,  which  included
maturing Subordinated Certificates, and to pay for capital expenditures  of
$33.5 million and net equity redemptions of $5.9 million.

   In  2002,  cash provided from operating activities was $68.0 million  as
compared  to  $71.9  million in 2001.  The net  cash  flow  from  operating
activities  in fiscal 2002, along with the cash provided from the  sale  of
investments  of $90.9 million, was used to repay short-term  and  long-term
borrowings, which included the maturing Subordinated Certificates.  Capital
expenditures  of  $38.9 million and net equity redemptions of $4.4  million
were  also  paid  through  the  cash provided by  operating  and  investing
activities.

   Working  capital and patrons' and other equity were $160.0  million  and
$283.2  million,  respectively, at June 29,  2002  as  compared  to  $121.1
million  and $272.6 million, respectively, at June 30, 2001.  The  increase
in  working capital reflected the increase in inventories and other current
assets, and the repayment of short-term borrowings from cash provided  from
operations  and  the sale of investments.  The increase in patrons'  equity
reflected the improvement in 2002 net margins, net of equity redemptions.

   In  2003, cash used in operating activities of continuing operations was
$15.7  million as compared to cash provided by operations of $68.0  million
in  2002.   The  decrease  was  due to the  $51.4  million  net  loss  from
continuing  operations,  which included noncash  benefit  plan  curtailment
gains  of  $20.3 million, partially offset by depreciation  and  the  $24.1
million  unrealized  loss  on investment.  Net cash  used  during  2003  in
investing  activities  and discontinued operations was  $28.3  million  and
$18.4  million,  respectively,  as  compared  to  net  cash  provided  from
investing activities of $45.2 million in 2002, principally from the sale of
investments.   Cash  provided by financing activities  in  2003  was  $64.3
million,  principally from the Revolving Credit Facility,  as  compared  to
cash used in financing activities in 2002 of $115.6 million.

   Working  capital and patrons' and other equity were $210.2  million  and
$183.9  million,  respectively, at June 28,  2003  as  compared  to  $160.0
million  and  $283.2  million, respectively, at  June  29,  2002.   Working
capital  was  higher  at  June 28, 2003 due to  lower  current  liabilities
resulting  from the September 2002 refinancing that extended the  Revolving
Credit   Facility   to  November  2004.   This  change  resulted   in   the
classification of the Revolving Credit Facility as long-term debt.  At June
28,  2003, $83.0 million was outstanding under the Revolver.  The  decrease
in  patrons' and other equity principally reflects the 2003 net loss and  a
charge  to  other  comprehensive income (loss)  to  recognize  the  minimum
pension liability as of June 28, 2003.  See Note 8 of Notes to Consolidated
Financial Statements.

   The Association had capital expenditures of $34.7 million in 2003, which
were   limited  to  the  completion  of  existing  projects  and  essential
replacements.  For 2003, cash expenditures were approximately $5.0  million
for  equity  redemptions, net of insurance proceeds, and $1.7  million  for
cash  patronage  refunds.  In August 2003, the Board of  Directors  of  the
Association  suspended the early cashing of notified equity at the  request
of  the holder, but will continue to pay the full face value to the estates
of  deceased equity holders subject to a $4.0 million limitation  on  total
equity  cashings  in  2004.  See Note 6 of Notes to Consolidated  Financial
Statements.

   The Association plans capital expenditures approximating $45 million  in
2004  that  primarily include completion of existing projects and necessary
replacements.    Management  intends  to  finance  planned   2004   capital
expenditures and related working capital needs with existing cash balances,
cash expected to be provided from operations and additional borrowings,  as
needed.  In 2004, management expects cash expenditures to approximate  $4.0
million for equity redemptions.  It is projected that the Association  will
be  required  to fund pension plan contributions commencing in  2005.   The
funding amount for calendar 2005 is projected at approximately $7 million.

   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  28,  2003  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 2004, to fund the repayment  of
outstanding Subordinated Certificates as they mature and to meet the  above
2004  obligations.  In the event such amounts are not sufficient, Gold Kist
will  pursue  additional sources of financing or asset sales,  although  no
assurances can be given that such additional sources of financing or  asset
sales will be sufficient for Gold Kist to meet its obligations.

Contractual Obligations

   Obligations  under long-term debt, non-cancelable operating  leases  and
feed  ingredient purchase commitments at June 28, 2003 are as  follows  (in
millions):
<TABLE>
<CAPTION>                             Payments Due by Period
                               Less than                         After
Contractual Obligations  Total   1 year   1-3 years  4-5 years  5 years
<S>                      <C>       <C>        <C>        <C>        <C>
Long-term debt (a)      $346.2     22.2     243.9       26.1      54.0
Operating leases          53.7     15.5      21.7       14.3       2.2
Feed ingredient
  purchase commitments(b)150.7    150.7         -          -         -
  Total                 $550.6    188.4     265.6       40.4      56.2

</TABLE>
  (a)   Excludes $13.7 million in letters of credit outstanding related  to
        normal business transactions.

  (b)   Feed ingredient purchase commitments include both priced and unpriced
        contracts in the ordinary course of business.Unpriced feed ingredient
        commitments are priced at market as of June 27, 2003 for the month of
        delivery.  If necessary, these commitments could be settled at a gain
        or a loss dependent on grain market conditions.

Critical Accounting Policies

   The  preparation  of  the  Company's Consolidated  Financial  Statements
requires  the  use  of  estimates  and assumptions.   These  estimates  and
assumptions  affect the reported amounts of assets and liabilities  at  the
date  of the financial statements and the reported amounts of revenues  and
expenses during the fiscal years presented.  The following is a summary  of
certain  accounting  policies considered to be  critical  by  the  Company.
Other  significant accounting policies are disclosed in Note 1 of Notes  to
the Consolidated Financial Statements.

  Valuation of Investments - The Company has an investment in the preferred
and  capital  trust securities of Southern States Cooperative, Inc.  (SSC).
The  Company  has accounted for the capital trust securities as  "available
for  sale"  securities  under  the provisions  of  Statement  of  Financial
Accounting  Standards  No.  115 "Accounting for  Certain  Debt  and  Equity
Securities" (SFAS 115).  The capital trust securities are reflected  at  an
approximate fair value based on discounted cash flows using interest  rates
for  similar securities.  As a result, changes in interest rates or  credit
worthiness  of SSC would impact the approximate fair value.  The  preferred
stock  is  an  equity  security that does not have a  readily  determinable
market  value  and  is carried at cost in accordance with  the  "Audit  and
Accounting  Guide  for Agricultural Cooperatives" issued  by  the  American
Institute of Certified Public Accountants.

   As  interest rates and market conditions change, the carrying values  of
the  securities could be reduced.  Also, the proceeds from any future  sale
of  these securities could differ from these estimates.  These events could
have  a material impact on results of operations and financial position  of
the Company.

   Allowance for Doubtful Accounts - The Company's management estimates the
allowance  for  doubtful accounts based on an analysis  of  the  status  of
individual accounts.  Factors such as current overall economic and industry
conditions,   historical  customer  performance   and   current   financial
condition,  collateral  position  and  delinquency  trends  are   used   in
evaluating the adequacy of the allowance for doubtful accounts.  Changes in
the   economy,  industry  and  specific  customer  conditions  may  require
adjustment to the allowance amount recorded by the Company.

   Accrued  Self-Insurance Costs - The Company is self-insured for  certain
losses  related to property, fleet, product and general liability, worker's
compensation  and  employee  medical  benefits.   Stop  loss  coverage   is
maintained  with  third party insurers to limit the total exposure  to  the
Company.   Estimates  of the ultimate cost of claims  incurred  as  of  the
balance  sheet  date  are accrued based on historical  data  and  estimated
future  costs.   While the Company believes these estimates are  reasonable
based  on  the  information  available,  actual  costs  could  differ   and
materially impact the results of operations and financial position.

  Employee Benefits - The Company incurs various employment-related benefit
costs  with  respect  to qualified and nonqualified pensions  and  deferred
compensation plans.  Assumptions are made related to discount rates used to
value  certain liabilities, assumed rates of return on assets in the plans,
compensation increases, employee turnover and mortality rates.  The Company
utilizes  third  party actuarial firms to assist management in  determining
these  assumptions.  Different assumptions could result in the  recognition
of differing amounts of expense over different periods of time.

   Income Taxes - The Company accounts for income taxes in accordance  with
SFAS  No.  109, "Accounting for Income Taxes," which requires that deferred
tax  assets  and liabilities be recognized for the tax effect of  temporary
differences  between  the financial statement and  tax  basis  of  recorded
assets  and  liabilities at current tax rates.  SFAS No. 109 also  requires
that  deferred tax assets be reduced by a valuation allowance if it is more
likely than not that some portion or all of the deferred tax asset will not
be  realized.  The recoverability of the tax assets recorded on the balance
sheet  is based on both historical and anticipated earnings levels  of  the
Association  and  is  reviewed  to determine if  any  additional  valuation
allowance  is  necessary when it is more likely than not that amounts  will
not be recovered.

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  which
constitute  "forward-looking statements" within the meaning of Section  27A
of  the  Securities  Act  of  1933, as amended,  and  Section  21E  of  the
Securities  Exchange Act of 1934, as amended.  For these  statements,  Gold
Kist   claims  the  protection  of  the  safe  harbor  for  forward-looking
statements  contained in the Private Securities Litigation  Reform  Act  of
1995.   These  statements  are  based on  assumptions,  which  could  prove
inaccurate  and  therefore  there can be no assurance  that  the  "forward-
looking  statements" will prove to be accurate.  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 ingredients; (ii)  changes  in
the  availability and relative costs of labor and contract  growers;  (iii)
market conditions for finished products, including competitive factors  and
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)  disease  outbreaks  affecting
broiler  production  and/or  marketability of the  Association's  products;
(viii)  contamination of products, which can lead to product liability  and
product  recalls;  (ix)  access to foreign markets  together  with  foreign
economic conditions; and (x) 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

   The Financial Accounting Standards Board (FASB) has issued SFAS No. 145,
Rescission  of  FASB  Statements Nos. 4,  44  and  64,  Amendment  of  FASB
Statement  No.  13  and  Technical  Corrections,  FASB  Interpretation  45,
Guarantor's   Accounting  and  Disclosure  Requirements   for   Guarantees,
Including   Indirect   Guarantees   of   Indebtedness   of   Others,   FASB
Interpretation  46, Consolidation of Variable Interest Entities,  SFAS  No.
149,  Amendment of Statement No. 133 on Derivative Instruments and  Hedging
Activities  and SFAS No. 150, Accounting for Certain Financial  Instruments
with Characteristics of Both Liabilities and Equity.  These statements will
be effective for the Company's year beginning June 29, 2003 except for FASB
Interpretation  45,  which  was effective for interim  and  annual  periods
ending  after  December 15, 2002, but did not have material impact  to  the
Company.  The Company does not anticipate that these statements will have a
material impact on the Company's consolidated financial statements.

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

Market Risk

   The  principal  market risks affecting the Association are  exposure  to
changes  in  broiler and commodity prices and interest rates on borrowings.
Although   the  Company  has  international  sales  and  related   accounts
receivable  from  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 fair value.  Changes in fair value on these commodity
futures  and  options are recorded as a component of product  cost  in  the
consolidated statements of operations.  Terms of the Association's  secured
credit facility limit the use of forward purchase contracts and commodities
futures and options transactions.  At June 29, 2002 and June 28, 2003,  the
notional  amounts and fair value of the Association's outstanding commodity
futures and options positions were not material.

Interest Rate Risk

  The Association has exposure to changes in interest rates on certain debt
obligations.   The  interest rates on the Senior Secured Credit  facilities
fluctuate based on the London Interbank Offered Rate (LIBOR).  A 1%  change
in  LIBOR  would  increase annual interest expense  by  approximately  $2.0
million.  See Note 4 of Notes to Consolidated Financial Statements.


Item 8.    Financial Statements and Supplementary Data.


                             INDEX

FINANCIAL STATEMENTS:                                      Page

 GOLD KIST INC.
 CONSOLIDATED FINANCIAL STATEMENTS:
 Independent Auditors' Reports                              19
 Consolidated Balance Sheets as of June 29, 2002
    and June 28, 2003                                       21
 Consolidated Statements of Operations for the years
    ended June 30, 2001, June 29, 2002 and
    June 28, 2003                                           22
 Consolidated Statements of Patrons' and Other Equity
      and Comprehensive Income (Loss) for the years ended
    June 30, 2001, June 29, 2002 and June 28, 2003          23
 Consolidated Statements of Cash Flows for the years
    ended June 30, 2001, June 29, 2002 and
    June 28, 2003                                           24
 Notes to Consolidated Financial Statements                 25

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

FINANCIAL STATEMENT SCHEDULE:
 Valuation Reserves and Qualifying Accounts for the
    years ended June 30, 2001, June 29, 2002 and
    June 28, 2003                                           45




                       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 June 29, 2002 and June 28, 2003, 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 28, 2003, 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(c)  to  the
consolidated financial statements, for the year ended June 30,  2001.   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 for the year ended  June  30,
2001, 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 June 29, 2002 and June 28, 2003, and the results  of
their  operations and their cash flows for each of the years in the  three-
year  period ended June 28, 2003, 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 5, 2003, except
for the tenth paragraph of
Note 4, as to which the
date is September 22, 2003


                         REPORT OF INDEPENDENT AUDITORS



The Board of Directors
Golden Peanut Company, LLC

    We have audited the accompanying consolidated statements of operations,
members'  equity,  and  cash  flows  of  Golden  Peanut  Company,  LLC  and
subsidiaries  (the  "Company")  for the  year  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 audit.

    We  conducted our audit 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 audit provides a reasonable basis for our opinion.

    In  our  opinion,  the financial statements referred to  above  present
fairly,  in  all  material  respects, the  consolidated  results  of  their
operations  and  their  cash  flows  of  Golden  Peanut  Company,  LLC  and
subsidiaries  for  the  year  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

<TABLE>
                              GOLD KIST INC.
                        CONSOLIDATED BALANCE SHEETS
                          (Amounts in Thousands)

<CAPTION>
                                            June 29, 2002    June 28, 2003
                             ASSETS
<S>                                           <C>             <C>
Current assets:
 Cash and cash equivalents                    $   8,997          11,026
 Receivables, principally trade, less
  allowance for doubtful accounts of
  $1,194 in 2002 and $2,002 in 2003             110,470         104,699
 Inventories (note 2)                           191,130         196,728
 Deferred income taxes (note 7)                  18,285          43,270
 Other current assets                            22,587          20,100
  Total current assets                          351,469         375,823
Investments (note 10)                            91,311          66,805
Property, plant and equipment, net
  (note 3)                                      229,476         226,905
Prepaid pension costs (note 8)                   43,419               -
Deferred income taxes (note 7)                   12,008          26,822
Other assets                                     61,846          65,692
                                               $789,529         762,047


                     LIABILITIES AND EQUITY
Current liabilities:
 Notes payable and current maturities of
  long-term debt (note 4):
  Short-term borrowings                        $ 10,000               -
  Current maturities of long-term debt           15,626          22,162
                                                 25,626          22,162
 Accounts payable                                64,361          63,281
 Accrued compensation and related
  expenses                                       34,962          31,875
 Interest left on deposit (note 4)                9,773           8,495
 Other current liabilities                       38,407          39,783
 Net liabilities - discontinued
  operations (note 11)                           18,381               -
  Total current liabilities                     191,510         165,596
Long-term debt, less current maturities
  (note 4)                                      250,644         324,011
Accrued pension costs (note 8)                   10,287          44,487
Accrued postretirement benefit costs
  (note 8)                                       29,628          10,119
Other liabilities                                24,299          33,937
  Total liabilities                             506,368         578,150
Patrons' and other equity (note 6):
 Common stock, $1.00 par value -
  Authorized 500 shares;     issued and
  outstanding 18 in 2002 and 2 in 2003               18               2
 Patronage reserves                             195,620         185,620
 Accumulated other comprehensive loss            (2,169)        (43,448)
 Retained earnings                               89,692          41,723
  Total patrons' and other equity               283,161         183,897
Commitments and contingencies (notes 4,
 5, 8 and 9)
                                               $789,529         762,047


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

<TABLE>
                              GOLD KIST INC.
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                          (Amounts in Thousands)


<CAPTION>
                                                Years Ended
                                June 30, 2001  June 29, 2002 June 28, 2003
<S>                              <C>             <C>           <C>
Net sales volume                 $1,810,755      1,863,828     1,855,126
Cost of sales                     1,690,437      1,706,582     1,813,106
   Gross margins                    120,318        157,246        42,020
Distribution, administrative
   and general expenses              88,507         87,486        81,859
Benefit plans settlement and
curtailment gains (note 8)           33,727              -        20,257
   Net operating margins (loss)      65,538         69,760       (19,582)
Other income (deductions):
   Interest and dividend
     income (note 10(a))             11,328          9,426         2,283
   Interest expense                 (39,996)       (27,962)      (24,968)
   Gain on sale of marketable
     equity security and other
     investments (note 10(b))             -         15,578             -
   Unrealized loss on investment
     (note 10(a))                         -              -       (24,064)
   Equity in earnings of
     affiliate (note 10(c))          10,048              -             -
   Miscellaneous, net                  (241)         2,882        (2,428)
     Total other deductions         (18,861)           (76)      (49,177)
   Margins (loss) from
     Continuing operations
     before income taxes             46,677         69,684       (68,759)
Income tax expense (benefit)
   (note 7)                          13,397         22,055       (17,307)
   Margins (loss) from continuing
   operations                        33,280         47,629       (51,452)
Discontinued operations
   (note 11):
   Loss from operations of
     discontinued joint venture
     partnership (less applicable
     income tax benefit of $126
     thousand and $7.3 million
     for the years ended June 30,
     2001 and June 29, 2002,
     respectively)                     (214)       (13,543)            -
   Net margins (loss)            $   33,066         34,086       (51,452)


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

<TABLE>
                              GOLD KIST INC.
           CONSOLIDATED STATEMENTS OF PATRONS' AND OTHER EQUITY
                      AND COMPREHENSIVE INCOME (LOSS)
    For the Years Ended June 30, 2001, June 29, 2002 and June 28, 2003
                          (Amounts in Thousands)
<CAPTION>
                                         Accumulated other
                                        comprehensive income
                                               (loss)
                                         Unrealized
                                          gain on
                                         marketable Pension
                       Common  Patronage   equity  liability  Retained
                       stock    reserves  security adjustment  earnings Total
<S>                   <C>       <C>        <C>      <C>       <C>      <C>
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(b))                   -         -    8,812        -          -     8,812
  Additional
   minimum pension
   liability, net
   of tax                   -         -        -   (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
 Comprehensive
  income:
  Net margins for
   2002                     -    14,248        -        -    19,838     34,086
  Change in value
   of marketable
   equity
   security, net
   of tax (note
   10(b))                   -         -    7,920        -         -      7,920
  Reclassification
   adjustment,
   gain on sale
   of marketable
   equity security,
   net of tax
   (note 10(b))             -        -   (25,479)       -         -    (25,479)
  Additional minimum
   Pension liability,
   net of tax               -        -         -      (60)        -        (60)
 Total
  comprehensive
  income                                                                16,467
 Cash portion of
  nonqualified
  patronage refund          -   (1,656)        -        -         -     (1,656)
 Redemptions and
  other changes           (11)  (6,250)        -        -     2,061     (4,200)
June 29, 2002              18  195,620         -   (2,169)   89,692    283,161
 Comprehensive loss:
  Net loss for 2003         -        -         -        -   (51,452)   (51,452)
  Additional minimum
   pension liability,
   net of tax               -        -         -  (41,279)        -    (41,279)
 Total comprehensive
  loss                                                                 (92,731)
 Redemptions and
  other changes           (16) (10,000)        -        -     3,483     (6,533)
June 28, 2003          $    2  185,620         -  (43,448)   41,723    183,897



          See accompanying notes to consolidated financial statements.

</TABLE>

<TABLE>
                              GOLD KIST INC.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Amounts in Thousands)
<CAPTION>
                                              Years Ended
                                June 30, 2001 June 29, 2002  June 28, 2003
<S>                                <C>            <C>           <C>
Cash flows from operating
 activities:
 Margins (loss) from continuing
  operations                       $ 33,280        47,629        (51,452)
 Non-cash items included in
  margins (loss) from continuing
  operations:
  Depreciation and amortization      42,747        39,071         39,495
  Unrealized loss on investment           -             -         24,064
  Post retirement benefit plans
   curtailment gains                (33,727)            -        (20,257)
  Gain on sale of marketable
   equity security and other
   investments                            -       (15,578)             -
  Equity in earnings of
   partnership                      (10,048)            -              -
  Deferred income tax expense
   (benefit)                         13,929        14,012        (14,850)
  Other                                 913         5,633          3,664
 Changes in operating assets and
  liabilities:
  Receivables                          (299)       (3,473)         5,771
  Inventories                         8,007       (16,076)        (5,598)
  Other current assets                6,715         6,392          2,994
  Accounts payable, accrued and
   other expenses                    10,423        (9,610)           518
Net cash provided by (used in)
 operating activities of
 continuing operations               71,940        68,000        (15,651)

Net cash used in operating
 activities of discontinued
 operations                               -             -        (18,381)

Net cash provided by (used in)
 operating activities                71,940        68,000        (34,032)
Cash flows from investing
 activities:
 Acquisitions of investments           (818)         (671)             -
 Acquisitions of property, plant
  and equipment                     (33,495)      (38,899)       (34,651)
 Proceeds from disposal of
  investments                             8        90,891            482
 Proceeds from employee life
  insurance policy surrenders             -             -          7,537
 Other                                1,523        (6,092)        (1,651)
Net cash provided by (used in)
 investing activities               (32,782)       45,229        (28,283)
Cash flows from financing
 activities:
 Short-term borrowings, net         (33,730)      (88,220)       (10,000)
 Proceeds from long-term debt       140,000        95,000        202,920
 Principal payments of long-term
  debt                             (136,868)     (117,928)      (126,024)
 Patronage refunds and other
  equity paid in cash                (5,892)       (4,423)        (7,601)
 Proceeds from employee life
 insurance policy borrowings              -             -          5,049
Net cash provided by (used in)
 financing activities.              (36,490)     (115,571)        64,344
Net change in cash and cash
 equivalents                          2,668        (2,342)         2,029
Cash and cash equivalents at
 beginning of year                    8,671        11,339          8,997
Cash and cash equivalents at
 end of year                     $   11,339         8,997         11,026
Supplemental disclosure of cash
 flow data:
 Cash paid (received) during the
  years for:
  Interest (net of amounts
   capitalized)                  $   39,538        31,125         25,571
  Income taxes                   $   (6,042)        7,831         (5,855)



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


                              GOLD KIST INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              June 30, 2001, June 29, 2002 and June 28, 2003
                       (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.  operates   fully
integrated broiler production, processing and marketing operations, as well
as  pork  production  facilities.  These operations provide  marketing  and
purchasing  services  to  approximately 2,500  breeder,  broiler  and  pork
member/producers.

   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 fiscal 2001 and  2002
     to conform to the presentation in fiscal 2003.

  (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  or
     money  market funds that invest in such securities.  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 fiscal 2001,  changes
     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.



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


          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.

  (e)  Property, Plant and Equipment

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

            Land improvements                     5 - 10 Years
            Buildings                            10 - 25 Years
            Office furniture and equipment 	  3 - 10 Years
            Automotive equipment                  3 -  5 Years
            Machinery and equipment               5 - 10 Years

  (f)  Investments

          Certain  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 had previously  classified  its
     marketable  equity  security, which was  sold  in  December  2001,  as
     "available-for-sale"    (see   Note   10(b)).     Accumulated    other
     comprehensive  income  (loss)  -  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.

  (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.

          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.

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

          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,  accounts  payable  and  accrued  expenses,
     interest left on deposit, notes receivable and debt.  Because  of  the
     short maturity of cash equivalents, receivables, accounts payable  and
     accrued  expenses,  interest left on deposit, and  certain  short-term
     debt  and certain long-term debt bearing variable interest rates,  the
     carrying  value of the financial instrument approximates  fair  value.
     All  financial  instruments are considered to have an  estimated  fair
     value,  which  approximates carrying value at June 29, 2002  and  June
     28, 2003 unless otherwise specified (see notes 1(f) and 4).

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

          Effective  June 30, 2002, Gold Kist adopted SFAS 144  "Accounting
     for  Impairment  or Disposal of Long-Lived Assets".  The  adoption  of
     SFAS   144  did  not  impact  the  Gold  Kist  consolidated  financial
     statements.   SFAS  144 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 undiscounted 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.

          Prior  to  the  adoption  of  SFAS 144,  Gold  Kist  applied  the
     provisions  of SFAS 121, "Accounting for the Impairment of  Long-Lived
     Assets and for Long-Lived Assets to Be Disposed Of."

  (j)  Comprehensive Income (Loss)

           Comprehensive  income  (loss) consists of  net  margins  (loss),
     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).

  (k)  Goodwill

           In  July  2001, the Financial Accounting Standards Board  (FASB)
     issued  SFAS  No.  142  "Goodwill and Other Intangible  Assets".   The
     statement  requires that goodwill no longer be amortized;  instead  it
     will be annually tested for impairment.  SFAS No. 142 is effective for
     fiscal  years  beginning after December 15, 2001.  Early adoption  was
     permitted  for companies with fiscal years beginning after  March  15,
     2001, provided that the first interim period financial statements  had
     not been issued.

           Effective  July 1, 2001, the Association adopted SFAS  No.  142.
     Approximately $20 million of goodwill is included in other  assets  in
     the accompanying consolidated balance sheets at June 29, 2002 and June
     28,  2003.   Based  upon its annual assessment,  the  Association  has
     determined that the fair value of its assets in the Poultry  reporting
     unit  exceeded their carrying value, including the goodwill.  Goodwill
     amortization  expense  of  $1.2 million is included  in  distribution,
     administrative  and general expenses in the accompanying  consolidated
     statement of operations for the year ended June 30, 2001 with the same
     impact on net margins.

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

  (l)  Fiscal Year

          Gold  Kist  employs a 52/53-week fiscal year.   The  consolidated
     financial  statements  for  2001, 2002  and  2003  reflect  52  weeks,
     respectively.  Fiscal 2004 will be a 52-week year.

  (m)  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.

(2)  Inventories

     Inventories are summarized as follows:
     <TABLE>
     <CAPTION>
                                                 2002       2003

          <S>                                  <C>        <C>
          Live poultry and hogs                $ 91,457     97,691
          Marketable products                    62,390     53,587
          Raw materials and supplies             37,283     45,450
                                               $191,130    196,728
     </TABLE>

           As a part of the implementation of an automated system for spare
     parts  and  supply inventories initiated in 2003 and  expected  to  be
     completed  in  2004,  the  Company changed  its  level  of  item  cost
     requiring  inclusion  in  inventory.   The  change  resulted  in   the
     capitalization, as acquired, of an approximate additional $4.6 million
     into spare parts and supply inventory as of June 28, 2003.

(3)  Property, Plant and Equipment

     Property, plant and equipment is summarized as follows:
<TABLE>
<CAPTION>
                                                 2002       2003
          <S>                                  <C>       <C>
          Land and land improvements           $ 31,372     32,222
          Buildings                             202,285    215,845
          Machinery and equipment               423,348    435,197
          Construction in progress                5,269      1,845
                                                662,274    685,109
          Less accumulated depreciation         432,798    458,204
                                               $229,476    226,905
</TABLE>

(4)  Notes Payable and Long-Term Debt

      The  Company's  long-term debt includes the Series B Senior  Exchange
Notes and the Series C Senior Exchange Notes with an insurance company  and
term  loans with an agricultural credit bank.  The interest rates on  these
notes  are  adjusted quarterly using variable rates based on the  Company's
financial condition.  As of June 28, 2003, interest rates on the  Series  B
Senior  Exchange Notes and the Series C Senior Exchange Notes were 12%  and
12.25%, respectively.  As of June 30, 2002, interest rates on the Series  B
Senior Exchange Notes and the Series C Senior Exchange Notes were 9.0%  and
9.25%,  respectively.  The interest rates on the term loans were 8.46%  and
9.41% at June 29, 2002 and June 28, 2003, respectively.

     At July 1, 2001, the Company's loan agreements included 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 ranged 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%.

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

   In  October  2001, the Association refinanced its Senior Secured  Credit
Facility,  replacing the $100 million 364-day revolving line of credit  due
November  3, 2001 with a $110 million revolving line of credit due  October
2002.    The  $95  million two-year term loan due November  2002  was  also
replaced  with  a $95 million two-year term loan due October  2003.   Other
terms and conditions of the credit facility were essentially unchanged.

  In September 2002, the Company refinanced and extended the Senior Secured
Credit  Facility  to  include  a  $110 million  Revolving  Credit  Facility
maturing November 2004 and a $95 million Term Loan maturing November  2005.
The  interest rates on the facility ranged from 1.50% to 2.25% over  LIBOR,
adjusted  quarterly based on the Association's financial condition.   Other
terms  and conditions were essentially unchanged.  The terms and conditions
on  the  $45  million  five-year term loan  due  November  2005  were  also
unchanged.

   In connection with the dissolution of the pecan marketing and processing
partnership in January 2003 and the repayment of the partnership's line  of
credit,  the  Association  obtained  a  $10  million  term  loan  from   an
agricultural credit bank.  The term note bears interest at LIBOR plus 3.5%.

   In February 2003, the Company amended its Senior Secured Credit Facility
and  arranged a Temporary Revolving Credit Facility to provide  up  to  $35
million  of incremental liquidity.  The Temporary Revolving Credit Facility
matures  on September 30, 2003 and bears interest at LIBOR plus 4%.   There
were  no amounts outstanding under the Temporary Facility at June 28, 2003.
The  interest rates on the Senior Secured Credit Facility were also changed
in  February  2003  to a range of 2% to 4% over LIBOR,  adjusted  quarterly
based on the Association's financial condition.

  The Association's senior notes, senior secured credit facilities and term
loans with an agricultural credit bank are secured by substantially all  of
the   Association's  inventories,  receivables,  and  property,  plant  and
equipment.

  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.  Certificates are redeemable at
the  request  of  the  holder,  subject to an interest  penalty  and  other
limitations.

   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 28,  2003,  the  Association  was  in
compliance with all loan covenants.

   As of September 22, 2003, Gold Kist has $43.85 million available under its
Senior  Secured  Credit Facility, excluding the Temporary Revolving  Credit
Facility which matures September 30, 2003.  Based upon Gold Kist's expected
results  for  2004  and amounts available under the Senior  Secured  Credit
Facility,  Gold Kist anticipates having sufficient liquidity  to  meet  its
obligations  as  they  become  due.  In the  event  such  amounts  are  not
sufficient, Gold Kist will pursue additional sources of financing or  asset
sales, although no assurances can be given that such additional sources  of
financing  or  asset sales will be sufficient for Gold  Kist  to  meet  its
obligations.




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


  Long-term debt is summarized as follows:
<TABLE>
<CAPTION>
                                                            2002      2003
    <S>                                                   <C>        <C>
    Series B senior exchange notes, due in annual
     Installments of $2,727 beginning in February
     2002 with interest payable quarterly                 $ 27,273   24,546
    Series C senior exchange notes, due in annual
     installments of $2,273 beginning in May 2002
     with interest payable quarterly                        22,727   20,454
    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   45,000
    Term loan agreements with financial institutions,
     $5,000 due March 2004, September 2004 and
     March 2005 with the remainder due in November
     2005 (weighted average rate of 4.09% at
     June 29, 2002 and 4.32% at June 28, 2003)              95,000   95,000
    Revolving credit facility, due November 2004
     (weighted average interest rate of 4.27% at
     June 28, 2003)                                              -   83,000
    Term loan agreement with agricultural credit bank,
     due in semi-annual installments of $1,785 with
     interest payable monthly                               37,505   35,720
    Term loan agreement with agricultural credit
     bank, due in quarterly installments of $400
     beginning December 31, 2003 and $600 thereafter
     with interest payable monthly (weighted average
     interest rate of 4.85% at June 28, 2003)                    -   10,000
    Subordinated capital certificates of interest with
     original fixed maturities ranging from five to
     fifteen years, unsecured (weighted average interest
     rate of 7.9% at June 29, 2002 and 8.02% at
     June 28, 2003)                                         30,513   23,006
    Tax exempt industrial revenue bond due July 2015
     with variable interest rate (1.5% at June 29, 2002
     and 1.1% at June 28, 2003)                              7,500    7,500
    Pro rata share of mortgage loans, due in monthly
     installments to January 2010, secured by an office
     building (weighted average interest rate of 5.77%)        752    1,947
                                                           266,270  346,173
    Less current maturities                                 15,626   22,162
                                                          $250,644  324,011
</TABLE>

  Annual required principal repayments on long-term debt for the five years
subsequent to June 28, 2003 are as follows:
<TABLE>
<CAPTION>
       Year:
       <S>                                               <C>
       2004                                              $ 22,162
       2005                                               106,099
       2006                                               137,795
       2007                                                12,213
       2008                                                13,845

</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 B and Series C
senior  exchange notes at June 29, 2002 and June 28, 2003 was approximately
$48.2 million and $47.5 million, respectively.  The estimated fair value of
the  term loans with the agricultural credit bank at June 29, 2002 and June
28,  2003  was approximately $35.1 million and $43.2 million, respectively,
and  the  estimated fair value of the senior secured note with an insurance
company  was $46.7 million at June 29, 2002 and $46.1 million at  June  28,
2003.
                              GOLD KIST INC.
           Notes to Consolidated Financial Statements, Continued
                       (Dollar Amounts in Thousands)

(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  2001,
2002  and  2003  was  $19.3  million,  $24.2  million  and  $27.4  million,
respectively.     Commitments  for  minimum  rentals  under  non-cancelable
operating leases at the end of 2003 are as follows:
<TABLE>
<CAPTION>
       Year:
       <S>                                                <C>
       2004                                               $15,472
       2005                                                12,351
       2006                                                 9,393
       2007                                                 7,844
       2008                                                 6,429
       Thereafter                                           2,196
                                                          $53,685
</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 a "set aside" allocation of member margins with
the  amount  based  on financial ratios.  In addition, the  cumulative  net
margins  (losses)  resulting from nonmember and nonpatronage  transactions,
including noncooperative subsidiaries, and losses from patronage operations
are  reflected in retained earnings.  Also included are amounts related  to
the  early  redemption  of  notified equity,  representing  the  difference
between the face value and the redemption amounts.

 (7) Income Taxes

  Total income tax expense (benefit) was allocated as follows:
<TABLE>
<CAPTION>

                                                2001      2002       2003
  <S>                                         <C>       <C>        <C>
  Margins (loss) from continuing operations   $13,397    22,055    (17,307)
  Discontinued operations                        (126)   (7,293)         -
  Patrons' and other equity - accumulated
    comprehensive income (loss):
    Unrealized gain on marketable equity
     security                                   4,745    (4,745)         -
    Pension liability adjustment                 (910)      (36)   (24,599)
                                              $17,106     9,981    (41,906)
</TABLE>

   The  provisions  for income tax expense (benefit), principally  Federal,
related  to  margins  (loss)  from continuing  operations  consist  of  the
following:
<TABLE>
<CAPTION>
                                                2001      2002      2003
  <S>                                         <C>        <C>      <C>
  Current expense (benefit)                   $  (532)    8,043    (2,457)
  Deferred expense (benefit)                   13,929    14,012   (14,850)
                                              $13,397    22,055   (17,307)
</TABLE>

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

  Gold Kist's combined federal and state effective tax rate from operations
for   2001,  2002  and  2003  was  29%,  32%  and  25%,  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 2001, 2002 and 2003 to  margins  (loss)  from
continuing operations before income taxes for the applicable year follows:
<TABLE>
<CAPTION>
                                               2001       2002       2003
  <S>                                        <C>        <C>       <C>
  Computed expected income tax expense
    (benefit)                                $ 16,337    24,389    (24,066)
  Increase (decrease) in income tax
    expense (benefit) resulting from:
    Cash portion of nonqualified patronage
     refund                                         -      (580)         -
    Change in deferred tax valuation
     allowance                                     (7)        9     10,331
    Effect of state income taxes, net of
     Federal benefit                              783       146        656
    Dividends received deduction               (2,026)     (505)         -
    Nonqualified equity redemptions            (1,582)   (1,222)    (1,644)
    Employment credits                           (195)     (287)      (312)
    Other, net                                     87       105     (2,272)
                                             $ 13,397    22,055    (17,307)
</TABLE>

   The  tax  effects of temporary differences that give rise to significant
portions  of the deferred tax assets and deferred tax liabilities  at  June
29, 2002 and June 28, 2003 are as follows:
<TABLE>
<CAPTION>
                                                          2002       2003
  <S>                                                   <C>       <C>
  Deferred tax assets:
    Postretirement benefits                             $12,081     29,056
    Federal tax operating loss carryforward                   -     21,018
    Insurance accruals                                    9,474      9,007
    Federal alternative minimum tax
     carryforward                                         2,462      3,145
    General business credit carryforward                      -      2,558
    Allowance for doubtful accounts                         640      4,675
    State tax operating loss carryforwards                3,525      5,128
    Equity in partnerships                                6,186        972
    Unrealized capital loss on investment                 6,412     14,835
    Other assets                                          4,599      4,599
    Other                                                 2,285      3,762
     Total gross deferred tax assets                     47,664     98,755
    Less valuation allowance                               (399)   (10,730)
     Total net deferred tax assets                       47,265     88,025

  Deferred tax liabilities:
    Accelerated depreciation                             (6,257)    (7,477)
    Deferred compensation                               (10,715)   (10,456)
     Total deferred tax liabilities                     (16,972)   (17,933)
     Net deferred tax assets                          $  30,293     70,092
</TABLE>

   The  net change in the total valuation allowance for 2001, 2002 and 2003
was  a  decrease  of $7   and an increase of $9 and $10,331,  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  28, 2003, Gold Kist has a net operating loss carryforward  for
federal income tax purposes of $60.1 million, which is available to  offset
future  federal  income taxes, if any, through 2023 and a general  business
credit carryforward for federal income tax purposes of $2.6 million,  which
is  available to offset future federal income taxes, if any.   The  credits
expire in 2018 through 2023.

   Gold  Kist  also has an alternative minimum tax credit carryforward  for
federal  income tax purposes of $3.1 million, which is available to  offset
future federal income taxes, if any.

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

 (8) Employee Benefits

  Pension Plans

    Gold  Kist  has noncontributory defined benefit pension plans  covering
  substantially  all  of its employees and directors  (participants).   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.

  Medical and Life Insurance Plans

    Effective January 1, 2001, the Association substantially curtailed  its
  postretirement medical benefit plan for current employees.   A  net  gain
  from  the  curtailment of $29.5 million is reflected in the  accompanying
  2001 consolidated statement of operations.

     In   October   2002,  the  Association  substantially  curtailed   its
  postretirement  supplemental life insurance plan and in April  2003,  the
  Association substantially curtailed its postretirement medical  plan  for
  existing  retirees.  Retired employees eligible under  the  plan  between
  the  ages  of 55 and 65 could continue their coverage at rates above  the
  average  cost  of  the  medical  insurance  plan  for  active  employees.
  Curtailment  gains  of  $20.3 million are reflected in  the  accompanying
  consolidated  statement of operations for the year ended  June  28,  2003
  with  the  accompanying  reduction in the accrued postretirement  benefit
  liability  in  the accompanying consolidated balance sheet  at  June  28,
  2003.
                              GOLD KIST INC.
           Notes to Consolidated Financial Statements, Continued
                       (Dollar Amounts in Thousands)


   The  following table sets forth the plans' change in benefit obligation,
change in plan assets and economic assumptions for the years ended June 29,
2002 and June 28, 2003.
<TABLE>
<CAPTION>
                                                          Medical & Life
                                   Pension Benefits     Insurance Benefits
                                   2002       2003      2002         2003
<S>                             <C>          <C>      <C>        <C>
Change in benefit obligation
Benefit obligation at beginning
  of year                       $ 136,007   139,172   $ 24,899     41,839
Service cost                        5,154     5,521        134         64
Interest cost                       9,679    10,193      1,785      2,746
Actuarial losses                    4,218    24,582     18,333      1,769
Benefits paid (other than
  settlements)                    (11,860)  (10,336)    (3,312)    (3,375)
Plan amendments                       (57)    1,222          -    (37,783)
Settlements and curtailment        (3,969)        -          -          -
Benefit obligation at end of
  Year                            139,172   170,354     41,839      5,260

Change in plan assets
Fair value of plan assets at
  beginning of year               147,064   140,947          -          -
Actual return (loss) on plan
  assets                            5,089   (23,333)         -          -
Contributions by employer           4,623       725      3,312      3,375
Benefits paid (other than
  settlements)                    (11,860)  (10,336)    (3,312)    (3,375)
Settlements                        (3,969)        -          -          -
Fair value of plan assets at end
  of year                         140,947   108,003          -          -

Funded status                       1,775   (62,351)   (41,839)    (5,260)
Unrecognized transition asset      (1,136)     (240)         -          -
Unrecognized prior service cost    12,037    11,502    (17,704)   (33,600)
Unrecognized actuarial loss         23,741   86,580     25,861     26,177
Contributions after the
  measurement date                    176       994        811        855
Net amount recognized           $  36,593    36,485    (32,871)   (11,828)

Prepaid benefit cost            $  43,419         -          -          -
Accrued benefit liability         (10,287)  (44,487)   (32,871)   (11,828)
Intangible asset                        -    11,633          -          -
Accumulated other comprehensive
  Loss                              3,461    69,339          -          -
Net amount recognized           $  36,593    36,485    (32,871)   (11,828)
  Less current portion                                   3,243      1,709
                                                    $  (29,628)   (10,119)
Weighted-average assumptions as
  of year-end
Discount rate                        7.50%     6.50%      7.50%      6.50%
Expected return on plan assets       9.50      9.00          -          -
Rate of compensation increase        5.01      4.01          -          -
</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 June 29, 2002 was 10%, declining ratably to
5% by the year 2012 and remaining at that level thereafter. The health care
cost  trend  rate used to determine the medical and life insurance  benefit
obligation at June 28, 2003 was 9.5%, declining ratably to 5% by  the  year
2012  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 28, 2003 by $44.  A 1% decrease in the  health  care
cost  trend  rate  would  decrease the medical and life  insurance  benefit
obligation as of June 28, 2003 by $42.
<TABLE>
<CAPTION>
                                                       Medical & Life
                              Pension Benefits       Insurance Benefits
                           2001     2002    2003     2001    2002   2003
<S>                       <C>     <C>      <C>     <C>     <C>    <C>
Components of net periodic
  benefit cost (income):
Service cost              $ 4,691   5,154   5,521  $ 2,883    134      64
Interest cost               9,956   9,679  10,193    4,603  1,785   2,746
Estimated return on plan
  assets                  (15,124)(15,002)(15,290)       -      -       -
Net amortization            1,077   1,421   1,228     (136)(1,461)   (177)
                              600   1,252   1,652    7,350    458   2,633
Settlements and
  curtailment              (4,273)  1,100       -  (29,454)     - (20,257)
Net periodic benefit cost
  (income) after
  settlements and
  curtailment             $(3,673)  2,352   1,652 $(22,104)   458 (17,624)
</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
28,  2003 by $196.  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 28, 2003 by $172.

   Eligible  employees  participate  in  the  Gold Kist 401(k) plan. During
fiscal  2001,  2002  and 2003, the Association contributed $648, $1,400 and
$1,675,  respectively,  to  the  401(k)  plan  to  partially match employee
contributions.

(9) Contingent Liabilities

   In  August  1999,  the State Court of Fulton County, Georgia  entered  a
judgment against Golden Peanut Company (Golden Peanut), a former affiliated
company, and in favor of a peanut farming company that alleged it had  been
underpaid  for its 1990 crop.  Gold Kist was contingently liable through  a
Litigation Sharing and Indemnification Agreement with Golden Peanut for its
share  of any costs related to this litigation.  In March 2001, the Georgia
Court  of  Appeals  reversed this judgment and ordered  a  new  trial.   In
November  2002,  Golden Peanut reached a settlement on this litigation  and
Gold  Kist's  share was paid in December 2002. The amount  is  included  in
other  deductions in the accompanying consolidated statements of operations
for the year ended June 28, 2003.

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

(10)  Investments

  (a) Capital Trust and Preferred Securities

         In  October 1998, the Association completed the sale of assets  of
     the Agri-Services segment business to Southern States Cooperative, Inc.
     (SSC). In order to complete the transaction, the Association committed
     to purchase from SSC, subject to  certain  terms and conditions, up to
     $60  million  principal  amount  of  capital  trust securities and $40
     million  principal  amount of cumulative  preferred  securities if SSC
     was unable to market  the  securities  to  other  purchasers. The  $60
     million principal amount  of capital trust securities is redeemable in
     2029.  In  October  1999, the  Company purchased for $98.6 million the
     $100 million principal amount of the securities under the  commitment.
     The securities, with interest/dividends payable  quarterly, carried  a
     combined weighted average interest/dividend rate of 8.55% for the year
     ended June 29, 2002.   No  dividends  from  the  cumulative  preferred
     securities have been received  since the quarterly payment received in
     January 2002.

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


        In October 2002, SSC notified the Association that, pursuant to the
     provisions of the  indenture  under which  the  Association  purchased
     the capital  trust  securities,  SSC  would  defer  the  capital trust
     certificates  quarterly  interest  payment  due  on  October 5,  2002.
     Quarterly interest payments for  subsequent quarters  through  July 5,
     2003  have  also  been  deferred.  The  terms  of  the  capital  trust
     securities  allow  for the deferral of quarterly interest payments for
     up to  20  quarters with any  deferred  payments bearing  interest  at
     10.75%.

        As  a  result  of  the  deferral  of  the  interest  payments,  the
     Association  has  reduced  the  carrying  value  of  the capital trust
     securities  by  $24.1  million with a corresponding charge against the
     loss from continuing operations for  the  year  ended June  28,  2003.
     The carrying value of the SSC securities was $81.4 million at June 29,
     2002 and $57.3 million at June 28, 2003.

        As  interest  rates  and  market conditions  change,  the  carrying
     value of the securities could be further  reduced.  Also, the proceeds
     from any future sale of the SSC securities  could  differ  from  these
     estimates.  If these events were to occur,  they could have a material
     impact  on  results  of  operations  and  financial  position  of  the
     Association.

        Gold  Kist is permitted  to  sell the  SSC  securities  pursuant to
     applicable securities regulations.  The SSC  securities are classified
     as noncurrent assets - investments in  the  accompanying  consolidated
     balance sheets at June 29, 2002 and June 28, 2003.

  (b)  Marketable Equity Security

        At June 30, 2001, the Association's marketable equity security  was
     carried at its fair value  of $47.8 million, which represented a gross
     unrealized  gain  of  $27  million.   The  unrealized  gain  had  been
     reflected as a separate component of patrons' and other equity. During
     the  quarter  ended  December  29,  2001,  the  Association  sold  its
     marketable  equity  security,  its  investment  in  an   interregional
     fertilizer cooperative  and other investments realizing total proceeds
     of $64.6 million and a gain before income taxes of $15.6 million.

        Dividends  of $723  thousand  and  $375  thousand  are  included in
     interest and dividend income  for  the  years  ended June 30, 2001 and
     June 29, 2002, respectively.

  (c)  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  $24.2  million at June 30, 2001, which was liquidated at
     that value on August 30, 2001.

     Summarized financial information of Golden Peanut is shown below:

              Condensed Consolidated Statements of Operations
<TABLE>
<CAPTION>
                                                    2001
     <S>                                         <C>
     Net sales and other operating income         $575,662
     Costs and expenses                            546,414
       Net earnings                               $ 29,248
 </TABLE>

        Gold  Kist   received   procurement   commissions,  royalties  and
     administrative service fees of $.9 million in 2001.



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


(11)   Discontinued Operations - Pecan Processing and Marketing Partnership

     Gold  Kist  held  a  25%  equity  interest  and  35%  earnings  (loss)
participation in a pecan processing and marketing partnership.   Gold  Kist
and  the  parent  corporation  of  the  other  general  partner  were  each
guarantors  of  up to $60 million under a secured line of credit  agreement
between an agricultural credit bank and the partnership.

     Effective in June 2002, Gold Kist adopted a plan to withdraw from  the
partnership  and  discontinue its participation in the  operations  of  the
affiliate  during  2003.   Accordingly,  the  operating  results   of   the
partnership  have been segregated from continuing operations  and  reported
separately  in  the  accompanying  2002  consolidated  balance  sheet   and
statements of operations and cash flows for all periods presented.

     On  January  31,  2003, the parent corporation of  the  other  general
partner  obtained refinancing, the aforementioned line of credit  was  paid
off  and the partnership was dissolved.  Gold Kist paid $20 million on  the
aforementioned  line  of  credit  and  received  notes  from   the   parent
corporation  of  the  former general partner with a face  amount  of  $11.7
million.   The notes bore interest at 12% and were recorded at a discounted
amount  representing their estimated fair value.  The notes were classified
as  noncurrent assets in the accompanying 2003 consolidated balance  sheet.
The  $20  million  payment by Gold Kist was financed  from  a  $10  million
drawing from the Senior Secured Line of Credit and a $10 million term  note
from  an  agricultural credit bank.  On August 22, 2003, Gold Kist  settled
all  outstanding  notes  receivable for $3.8 million,  which  exceeded  the
carrying value of the notes.



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

     Not Applicable.

Item 9A.  Controls and Procedures.

     An   evaluation  was  performed  under  the  supervision  and  with  the
participation of the Company's management, including the President and  Chief
Executive  Officer ("CEO"), and the Chief Financial Officer ("CFO"),  of  the
effectiveness  of  the  design  and operation  of  the  Company's  disclosure
controls and procedures.  Based on that evaluation, the Company's management,
including  the  CEO  and  the CFO, concluded that  the  Company's  disclosure
controls  and procedures as of the end of the period covered by this  report,
were  effective  in  timely bringing to their attention material  information
related  to  the  Company required to be included in the  Company's  periodic
Securities and Exchange Commission filings.  There has not been any change in
the  Company's internal control over financial reporting that occurred during
the Company's most recent fiscal quarter that has materially affected, or  is
reasonably  likely  to materially affect, the registrant's  internal  control
over financial reporting.

                                  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
                    8/30/03)
<S>                 <C>       <C>                      <C>       <C>
Christopher D. Fannon    35   Director (District 1)    2005      9 months

Billy G. Meeks           42   Director (District 2)    2005      9 months

Phil Ogletree, Jr.       70   Director (District 3)    2004      26

Jeffery A. Henderson*    43   Director (District 4)    2003      3

Fred W. Gretsch, Jr.     37   Director (District 5)    2005      9
months

Walter C. Dockery        43   Director (District 6)    2004      2

H. Michael Davis*        52   Director (District 7)    2003      9

Douglas A. Reeves*       62   Director (District 8)    2003      3

W. A. Smith*             44   Director (District 9)    2004      5
</TABLE>

*    Member of Board of Directors Executive Committee.  Mr. Reeves serves  as
Chairman of the Board of Directors, and Mr. Henderson 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
                    8/30/03)                           8/30/03)  8/30/03)
<S>                 <C>       <C>                           <C>       <C>
John Bekkers        58        President and Chief           2         18
                              Executive Officer
M. A. Stimpert      59        Senior Vice President,        7         20
                              Planning and Administration
Stephen O. West     57        Chief Financial Officer and   5         23
                              Treasurer
J. David Dyson      56        General Counsel, Vice         5         23
                               President and Secretary
Jerry L. Stewart    63        Vice President                22        40
                              Marketing and Sales
Donald W. Mabe      49        Vice President                6         18
                              Operations
Marshall Smitherman 61        Vice President                5         24
                              Purchasing
Allen C. Merritt    57        Vice President, Science       5         31
                              and Technology
Harry T. McDonald   58        Vice President,               3          6
                              Human Resources
Sandra W. Kearney   44        Vice President,               2          2
                              Information Services
W. F. Pohl, Jr.     53        Controller                   21         27
</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 Sandra W. Kearney has  been
as an officer or employee of Gold Kist.
      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 28, 2003  $522,115  $      0  $24,292   $8,255
President and Chief      June 29, 2002   518,365   170,028   23,442    8,883
Executive Officer        June 30, 2001   403,750   209,024   15,919    6,537

M. A. Stimpert           June 28, 2003  $284,000  $      0  $11,234   $7,999
Senior Vice President,   June 29, 2002   292,231    85,014   12,005    9,846
Planning & Admin.        June 30, 2001   247,000   104,512    9,287    6,903

Jerry L. Stewart         June 28, 2003  $240,769  $      0  $16,180   $8,815
Vice President           June 29, 2002   246,429    82,777   15,127    9,004
Marketing and Sales      June 30, 2001   209,475   104,512   11,426    7,245

Donald W. Mabe           June 28, 2003  $210,769  $      0  $ 9,976   $6,172
Vice President           June 29, 2002   203,731    73,925    9,513    6,522
Operations               June 30, 2001   175,500    90,880    6,287    3,697

Stephen O. West          June 28, 2003  $207,211  $      0  $   488   $7,202
Chief Financial Officer  June 29, 2002   200,573    65,365      522    7,979
and Treasurer            June 30, 2001   181,642    79,520      404    5,260
</TABLE>

(1)The  amounts shown for the fiscal years ended June 28, 2003, June 29, 2002
  and  June  30, 2001 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 28, 2003, June 29, 2002 and June 30, 2001,  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 2003, 2002 and 2001 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.  Bekkers
  -  $5,900,  $5,100 and $2,550, respectively; Mr. Stimpert - $5,392,  $5,642
  and  $2,438,  respectively;  Mr.  Stewart  -  $6,184,  $4,784  and  $2,804,
  respectively; Mr. Mabe - $5,387, $5,337 and $2,511, respectively;  and  Mr.
  West  -  $5,534, $5,340 and $2,510, respectively.  In addition, the amounts
  set  forth  include  for fiscal years 2003, 2002 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 which was terminated in fiscal 2003:
  Mr.  Bekkers  -  $2,355, $3,783 and $3,987, respectively;  Mr.  Stimpert  -
  $2,607,  $4,204 and $4,465, respectively; Mr. Stewart - $2,631, $4,220  and
  $4,441, respectively; Mr. Mabe - $785, $1,185 and $1,186, respectively; and
  Mr.  West - $1,668, $2,639 and $2,750, respectively.  The Association  used
  the  modified  premium method in determining the portion  of  each  premium
  dollar  attributable to the named executive officers for fiscal years  2002
  and  2001 and the modified premium method prorated to plan termination  for
  fiscal  year 2003..  The Association recovered the cost of premium payments
  from  the  cash  value  of the policies when the plan was  discontinued  in
  fiscal 2003.

Retirement Plan.  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
Service,  the  Association  was  not  permitted  to  make  a  tax  deductible
contribution to the pension plan for the plan year ended December 31, 2002.

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
$200,000         33,333    50,000    66,666    83,333     100,000
</TABLE>
     For years after 2001, the maximum annual amount of compensation that can
be  used  for determining an individual's benefit under a qualified  plan  is
$200,000.

     The  plan  covers the compensation in the columns entitled "Salary"  and
"Bonus"  and the contribution to the Executive Defined Contribution Plan  set
forth in the Summary Compensation Table.  The credited years of service as of
December  31,  2002, under the retirement income plan for the five  executive
officers  listed  in  the summary compensation table  are  as  follows:   Mr.
Bekkers  (18);  Mr. Stimpert (29); Mr. Stewart (30); Mr. Mabe (24);  and  Mr.
West (23).

      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, and
salary deferrals to the Executive Savings Plan.  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 Pension Plan.

      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  28,  2003:   Mr.
Bekkers - $318,025; Mr. Stimpert - $213,715; and Mr. Stewart - $190,605.

      Executive  Agreements.  Mr. Bekkers and Mr. Stimpert have entered  into
employment  agreements with the Association for a term of  five  years.   The
agreements provide for continuation of salary and medical benefits and  bonus
eligibility for the executives for the remaining term of the agreement in the
event  the  executives'  employment with the Association  is  terminated  for
reasons  other  than a "for cause" termination or in the event  the  employee
terminates the employment for "good reasons" as defined in the agreements.

     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 28, 2003, 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 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 H.
Michael Davis, Jeffery A. Henderson, Douglas A. Reeves and W. A. Smith  serve
as members of the Association's Compensation Committee.


Item 12.  Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

   Not Applicable.


Item 13.  Certain Relationships and Related Transactions.

    During  the  fiscal year ended June 28, 2003, Directors  Fannon,  Reeves,
Henderson, Gretsch, Meeks and Dockery had dealings in the ordinary course  of
business  with Gold Kist as marketing patrons and members of the Association.
See Business (and Properties) -- Patronage Refunds.

                                  PART IV


Item 15.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-June  29, 2002 and June 28, 2003
              Consolidated Statements of Operations--Years Ended June 30,
              2001, June 29, 2002 and June 28, 2003
              Consolidated Statements of Patrons' and Other Equity and
              Comprehensive Income (Loss)--Years Ended June 30, 2001,
              June 29, 2002 and June 28, 2003
              Consolidated Statements of Cash Flows--Years Ended
              June 30, 2001, June 29, 2002 and June 28, 2003
              Notes to Consolidated Financial Statements

       (a)2.  Financial Statement Schedules:


              Financial Statement Schedule:

              II.  Valuation Reserves and Qualifying Accounts--Years
                   Ended June 30, 2001, June 29, 2002 and June 28, 2003


       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)


   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

Deducted in the
 consolidated
 balance sheets
 from the asset
 to which it
 applies:

Allowance for
 doubtful
 accounts:

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

 June 29, 2002      2,449        581        -      1,836 (A)       1,194

 June 28, 2003      1,194      1,030        -        222 (A)       2,002

 (A)  Represents accounts written off.


Allowance for
 deferred tax
 assets
 valuation:

 June 30, 2001       $397          -        -          7 (B)         390

 June 29, 2002        390          9        -          - (B)         399

 June 28, 2003        399     10,331        -          - (B)      10,730


(B)   Represents  the revision of the estimate of net operating  loss
      deductions.


(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 Exh.
Report    Description of Exhibit             Filed with Commission    in that Doc.

<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)    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(f)(1) First Amended and Restated Credit
          Agreement with CoBank, ACB
          dated as of January 29, 2003

B-4(f)(2) First Amendment dated February 11,
          2003 to First Amended and Restated
          Credit Agreement with CoBank, ACB

B-4(f)(3) Second Consolidated, Amended
          and Restated Note Agreement
          dated September 27, 2002,
          with the Gateway Recovery Trust and
          the Prudential Insurance Company
          of America

B-4(f)(4) First Amendment dated January 29, 2003
          to Second Consolidated, Amended and
          Restated Note Agreement with the Gateway
          Recovery Trust and the Prudential
          Insurance Company of America

B-4(f)(5) Second Amendment dated February 11, 2003
          to Second Consolidated, Amended and
          Restated Note Agreement with
          the Gateway Recovery Trust and the
          Prudential Insurance Company of
          America

B-10(a)   Form of Deferred Compensation      Registration filed on    Exh. 11(d)
          Agreement between Gold Kist        Form S-1 (Registration
          Inc. and certain executive         No. 2-59958)
          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 Supplemental     Registration filed on    Exh.10(b)(3)
          Executive Retirement Income        Form S-2 (Registration
          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 Board      Registration filed on    Exh.10(b)(4)
          of Directors authorizing the       Form S-2 (Registration
          Gold Kist Special Award Plan*      No. 33-9007)

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 Benefits*    Form S-2 (Registration
          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. 10(b)(12)
           Contribution Plan *               10-K for the Fiscal Year
                                             Ended July 1, 2000

B-10(b)(13)Form of Employment Agreement      Annual Report on Form    Exh. 10(b)(13)
           between Gold Kist and             10-K for the Fiscal Year
           certain officers                  ended June 29, 2002

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

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

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

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

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

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

B-10(d)(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(d)(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(e)(1)Third Amended and Restated Credit
          Agreement dated as of September 27,
          2002, with various banks and
          lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(e)(2)First Amendment dated January 24,
          2003 to the Third Amended and
          Restated Credit Agreement with various
          banks  and lending institutions, as
          lendors, and Cooperatieve Centrale
          Raiffeisen-Boerenleen Bank, B. A.,
          New York Branch, as agent

B-10(e)(3)Second Amendment dated February 11,
          2003, to Credit Agreement with various
          banks and lending institutions, as lenders,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A.,
          New York Branch, as agent

B-10(f)   Credit Agreement dated
          February 11, 2003 with various
          banks and lending institutions, as
          lenders, and Cooperatieve
          Centrale Raiffeisen-Boerenleen Bank
          B. A., New York Branch, as agent

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


B-10(h)   Securities Purchase Agreement      Annual Report on Form    Exh. 10(k)(1)
          Dated October 5, 1999, between     10-K for the Fiscal Year
          Gold Kist Inc. and Southern        Ended June 30, 2001
          States Cooperative, Incorporated

B-31      Section 302, Sarbanes-Oxley
          Act, Certifications

B-32      Section 906, Sarbanes-Oxley
          Act, Certifications
</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 28, 2003.

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 23, 2003     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 23, 2003
JOHN BEKKERS             (Principal Executive Officer)

/s/ Stephen O. West      Chief Financial Officer       September 23, 2003
STEPHEN O. WEST          (Principal Financial Officer)

/s/ W. F. Pohl, Jr.      Controller (Principal         September 23, 2003
W. F. POHL, JR.          Accounting Officer)

/s/ Christopher F. Fannon     Director                 September 23, 2003
CHRISTOPHER F. FANNON

/s/ Billy G. Meeks            Director                 September 23, 2003
BILLY G. MEEKS

/s/ Phil Ogletree, Jr.        Director                 September 23, 2003
PHIL OGLETREE, JR.

/s/ Jeffery A. Henderson      Director                 September 23, 2003
JEFFERY A. HENDERSON

/s/ Fred W. Gretsch, Jr.      Director                 September 23, 2003
FRED W. GRETSCH, JR.

/s/ Walter C. Dockery         Director                 September 23, 2003
WALTER C. DOCKERY

/s/ H. Michael Davis          Director                 September 23, 2003
H. MICHAEL DAVIS

/s/ Douglas A. Reeves         Director                 September 23, 2003
DOUGLAS A. REEVES

/s/ W. A. Smith               Director                 September 23, 2003
W. A. SMITH
</TABLE>

                              INDEX TO EXHIBITS
<TABLE>
<CAPTION>
                                                       Sequentially
Exhibit                                                Numbered
Number         Description                             Page

<S>            <C>                                     <C>
B-4(f)(1)      First Amended and Restated Credit
               Agreement with CoBank, ACB
               dated as of January 29, 2003

B-4(f)(2)      First Amendment dated February 11,
               2003 to First Amended and Restated
               Credit Agreement with CoBank, ACB

B-4(f)(3)      Second Consolidated, Amended
               and Restated Note Agreement
               dated September 27, 2002,
               with the Gateway Recovery Trust and
               the Prudential Insurance Company
               of America

B-4(f)(4)      First Amendment dated January 29, 2003
               To Second Consolidated, Amended and
               Restated Note Agreement with the Gateway
               Recovery Trust and the Prudential
               Insurance Company of America

B-4(f)(5)      Second Amendment dated February 11, 2003
               to Second Consolidated, Amended and
               Restated Note Agreement with
               the Gateway Recovery Trust and the
               Prudential Insurance Company of
               America

B-10(e)(1)     Third Amended and Restated Credit
               Agreement dated as of September 27,
               2002, with various banks and
               lending institutions, as lendors,
               and Cooperatieve Centrale Raiffeisen-
               Boerenleen Bank B.A., New York
               Branch, as agent

B-10(e)(2)     First Amendment dated January 24,
               2003 to the Third Amended and
               Restated Credit Agreement with various
               banks  and lending institutions, as
               lendors, and Cooperatieve Centrale
               Raiffeisen-Boerenleen Bank, B. A.,
               New York Branch, as agent

B-10(e)(3)     Second Amendment dated February 11,
               2003, to Credit Agreement with various
               banks and lending institutions, as lenders,
               and Cooperatieve Centrale Raiffeisen-
               Boerenleen Bank B.A.,
               New York Branch, as agent

B-10(f)        Credit Agreement dated
               February 11, 2003 with various
               banks and lending institutions, as
               lenders, and Cooperatieve
               Centrale Raiffeisen-Boerenleen Bank
               B. A., New York Branch, as agent

B-31           Section 302, Sarbanes-Oxley
               Act, Certifications

B-32           Section 906, Sarbanes-Oxley
               Act, Certifications

</TABLE>