Exhibit B-10(e)(3)

                SECOND AMENDMENT TO THIRD AMENDED
                  AND RESTATED CREDIT AGREEMENT

      This  SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
AGREEMENT (this "Amendment"), dated as of February 11,  2003,  is
made  and entered into by and among GOLD KIST INC., a cooperative
marketing  association organized and existing under the  laws  of
the  State  of Georgia (the "Borrower"), various banks and  other
lending institutions and institutional investors as are,  or  may
from  time  to  time  become, parties hereto  (collectively,  the
"Lenders"  and  individually,  a  "Lender"),  SUNTRUST  BANK,  as
Syndication  Agent (the "Syndication Agent"),  HARRIS  TRUST  AND
SAVINGS   BANK  and  ING  CAPITAL  LLC,  as  Co-Managing   Agents
(collectively,   the  "Co-Managing  Agents"),  and   COOPERATIEVE
CENTRALE  RAIFFEISEN-BOERENLEENBANK B.A.,  "RABOBANK  NEDERLAND",
NEW  YORK BRANCH, as agent for the Lenders and sole lead arranger
(the  "Agent").   All capitalized terms used  but  not  otherwise
defined  herein shall have the meanings set forth in  the  Credit
Agreement (defined below).

                      W I T N E S S E T H:

     WHEREAS, the Borrower, the Lenders and the Agent are parties
to that certain Third Amended and Restated Credit Agreement dated
as of September 27, 2002, among the parties hereto, as amended by
that certain First Amendment to Third Amended and Restated Credit
Agreement,  dated  as of January 24, 2003 (as amended,  restated,
supplemented or otherwise modified from time to time, the "Credit
Agreement"); and

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

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

     1.   Amendment to Credit Agreement.  The Credit Agreement is
hereby modified and amended as follows:

          (a)  Amendments to Section 1.1 of the Credit Agreement.
Section  1.1  of the Credit Agreement, "Definitions,"  is  hereby
modified and amended as follows:

                (i)   The  definition of "Applicable  Margin"  is
     hereby  deleted  in its entirety from Section  1.1  and  the
     following is substituted in lieu thereof:

               ""Applicable Margin" shall mean, with  respect  to
               the  Revolving Loans, the Tranche A Term Loans and
               the  Commitment  Fee, on a per  annum  basis,  the
               percentage  designated below under the  applicable
               column  heading and corresponding  to  the  Senior
               Debt Coverage Ratio:

                           Revolving and             Commitment
Senior                  Tranche A Term Loans             Fee
Debt Coverage
Ratio

                    Applicable        Applicable
                 Margin for Base      Margin for
                  Rate Advances       Eurodollar
                                       Advances

Greater than or       2.750%            4.000%         0.600%
equal to 4.00 to
1.00

Greater than or       2.250%            3.500%         0.575%
equal to 3.50 to
1.00 but less
than 4.00 to
1.00

Greater than or       1.750%            3.000%         0.550%
equal to 3.00
to1.00 but less
than 3.50 to
1.00

Greater than or       1.250%            2.500%         0.525%
equal to 2.50 to
1.00 but less
than 3.00 to
1.00

Less than 2.50        0.750%            2.000%         0.500%
to 1.00


               The Applicable Margin for the Revolving Loans, the
               Tranche A Term Loans and the Commitment Fee  shall
               be  determined quarterly (and the rate  determined
               at  that time shall apply until the next quarterly
               determination) based upon the Senior Debt Coverage
               Ratio,   determined  pursuant  to  the   financial
               statements  delivered to the Lenders  pursuant  to
               Section  6.1(a) or Section 6.1(b) hereof,  as  the
               case  may  be, with such Applicable Margin  to  be
               effective with respect to calculations based  upon
               such  financial statements as of the first day  of
               the  second  fiscal quarter immediately  following
               the   fiscal  quarter  for  which  such  financial
               statements  are  delivered; provided,  during  the
               period  commencing February 11, 2003  through  and
               including  March 31, 2003, the Applicable  Margins
               will be 1.750% with respect to Base Rate Advances,
               3.000%  with  respect to Eurodollar  Advances  and
               0.550%   with  respect  to  the  Commitment   Fee.
               Notwithstanding the foregoing, in the  event  that
               the  financial statements required to be delivered
               pursuant to Section 6.1(a) and Section 6.1(b),  as
               applicable, and the related compliance certificate
               required  to be delivered in connection therewith,
               are  not  delivered when due,  then  (x)  if  such
               financial statements and certificate are delivered
               after  the  date  such  financial  statements  and
               certificate were required to be delivered and  the
               Applicable  Margin increases from that  previously
               in  effect  as  a result of the delivery  of  such
               financial  statements, then the Applicable  Margin
               during  the  period from the date upon which  such
               financial statements were required to be delivered
               until  the  date  upon  which  they  actually  are
               delivered  shall be the Applicable  Margin  as  so
               increased and (y) if such financial statements and
               certificate  are  delivered after  the  date  such
               financial statements and certificate were required
               to   be   delivered  and  the  Applicable   Margin
               decreases  from  that previously in  effect  as  a
               result   of   the   delivery  of  such   financial
               statements,  then such decrease in the  Applicable
               Margin shall not become applicable until the  date
               upon   which   the   financial   statements    and
               certificate are actually delivered."

                (ii) The definition of "Borrowing Base" is hereby
     deleted  in its entirety from Section 1.1 and the  following
     is substituted in lieu thereof:

               ""Borrowing Base" shall mean, as of the end of any
               accounting month, an amount equal to the  sum  of:
               (a)  80%  of all Eligible Receivables as  of  such
               date  of  determination; plus (b) 55% of  Eligible
               Inventory  (other  than raw  materials,  corn  and
               soybeans)  as of such date of determination;  plus
               (c) 50% of all raw materials (other than supplies)
               that constitute Eligible Inventory as of such date
               of  determination; plus (d) 70% of  all  corn  and
               soybeans that constitute Eligible Inventory as  of
               such  date of determination; plus (e) 60%  of  the
               value  of Borrower's Broilers, valued at the lower
               of  cost  or market, less any amounts due  growers
               for  services  in respect of Borrower's  Broilers;
               plus  (f) $0.50 for each of the Borrower's Breeder
               Chickens; plus (g) prior to the termination of the
               lenders'  commitments  under  the  Bridge   Credit
               Agreement,  the lesser of (i) $5,000,000  or  (ii)
               10%   of   Eligible  Inventory  (other  than   raw
               materials, corn and soybeans)."

                (iii)      The definition of "Capital Expenditure
     Carry Forward Amount" is hereby deleted in its entirety from
     Section  1.1  and  the  following  is  substituted  in  lieu
     thereof:

               ""Capital Expenditure Carry Forward Amount" means,
               to  the  extent positive, for any fiscal  year,  a
               carry forward amount equal to $40,000,000 less the
               aggregate  amount  of  Capital  Expenditures  made
               pursuant  to  Section 7.11(b) in  the  immediately
               preceding fiscal year."

                (iv) The definition of "Consolidated Tangible Net
     Worth"  is  hereby deleted in its entirety from Section  1.1
     and the following is substituted in lieu thereof:

               ""Consolidated  Tangible  Net  Worth"  shall  mean
               Consolidated Net Worth, less the Intangible Assets
               of   the   Borrower  and  its  Subsidiaries,   but
               including  the  goodwill  (as  reflected  on   the
               Borrower's financial statements delivered pursuant
               to Section 6.1 hereof from time to time but not to
               exceed $23,900,000) created in connection with the
               acquisition  by  the Borrower of  the  outstanding
               equity   of  Golden  Poultry  Company,   Inc.   in
               September, 1997."

                (v)   The definition of "Consolidated Total Debt"
     is  hereby deleted in its entirety from Section 1.1 and  the
     following is substituted in lieu thereof:

               ""Consolidated  Total Debt" shall mean  (a)  Total
               Debt  of  the Borrower and its Subsidiaries,  plus
               (b)  the Total Debt of any other Person which  (i)
               has   been  guaranteed  by  the  Borrower  or  any
               Subsidiary  or (ii) is supported by  a  letter  of
               credit  issued for the account of the Borrower  or
               any  Subsidiary,  all consolidated  in  accordance
               with GAAP."

                (vi)  The definition of "Indebtedness" is  hereby
     deleted  in its entirety from Section 1.1 and the  following
     is substituted in lieu thereof:

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

               (vii)     The definition of "Intangible Assets" is
     hereby  deleted  in its entirety from Section  1.1  and  the
     following is substituted in lieu thereof:

               ""Intangible Assets" of a Person, shall  mean  the
               non-current,  non-physical assets of  such  Person
               that  entitle such Person to certain legal  rights
               or   competitive  advantages,  and  shall  include
               copyrights,  trademarks,  tradenames   and   other
               intellectual  property, franchises,  goodwill  (to
               the   extent   positive),  organizational   costs,
               licenses and permits, and, in connection with  the
               Borrower, shall include the SSC Securities."

               (viii)    The definitions of "Senior Note Holders"
     and "Senior Notes" are hereby deleted in their entirety from
     Section  1.1  and  the  following are  substituted  in  lieu
     thereof:

               ""Senior Note Holders" shall mean CoBank, ACB, The
               Prudential  Insurance Company of America  and  the
               Gateway   Recovery  Trust,  and  their  respective
               successors and assigns under the Senior Notes.

               "Senior  Notes" shall mean (a) that certain  First
               Amended and Restated Credit Agreement, dated as of
               January 29, 2003, between the Borrower and CoBank,
               ACB,  as  such agreement may be modified, amended,
               renewed,  refinanced  or replaced,  and  (b)  that
               certain  Second Consolidated, Amended and Restated
               Note Agreement dated September 27, 2002, among the
               Borrower  and The Prudential Insurance Company  of
               America and the Gateway Recovery Trust, as amended
               by that certain First Amendment to Note Agreement,
               dated  as of January 29, 2003, as further  amended
               by   that   certain  Second  Amendment   to   Note
               Agreement,  dated as of February 11, 2003  and  as
               such  agreement may be modified, amended, renewed,
               refinanced or replaced."

              (ix)  The  definition  of  "Subordinated  Debt"  is
     hereby  deleted  in its entirety from Section  1.1  and  the
     following is substituted in lieu thereof:

               ""Subordinated  Debt" shall mean all  Indebtedness
               for  Money  Borrowed  wherein  the  principal  and
               premium, if any, and interest is subordinated  and
               junior in right of payment to the prior payment in
               full of all other Indebtedness of the Borrower for
               Money Borrowed except other Subordinated Debt, and
               shall    include,    without    limitation,    the
               Subordinated Capital Certificates of Interest  and
               Subordinated  Loan  Certificates,  issued  by  the
               Borrower, as described on, and an example of whose
               subordination  provisions are annexed  hereto,  as
               Schedule S-1."

                (x)   The  definition of "Young Pecan" is  hereby
     deleted  in its entirety from Section 1.1 and the  following
     is substituted in lieu thereof:

               ""Young  Pecan"  shall mean Young  Pecan  Shelling
               Company,   Inc.,  as  successor  to  Young   Pecan
               Company."

                (xi)  The  following definition  is  inserted  in
     Section 1.1 in alphabetical order therein:

               ""Bridge Credit Agreement" shall mean that certain
               Credit  Agreement, dated as of February 11,  2003,
               by and among the Borrower, various banks and other
               lending  institutions and institutional  investors
               as  are,  or may from time to time become, parties
               thereto  and  Rabobank, as  agent  thereunder  (as
               amended,   restated,  supplemented  or   otherwise
               modified from time to time)."

               (xii)     The definitions of "Cumulative Preferred
     Certificates  of  Interest," "CoBank Loans" and  "Prudential
     Loans" are deleted in their entirety from Section 1.1.

          (b)  Amendment to Section 3.10 of the Credit Agreement.
Section  3.10 of the Credit Agreement, "Voluntary Prepayments  of
Loans," is hereby modified and amended as follows:

                (i)  Subsection 3.10(a) is hereby deleted in  its
          entirety and the following is inserted in lieu thereof:

               "(a)  The Borrower may, at its option, (i) at  any
               time  that there are no Loans (as defined  in  the
               Bridge  Credit  Agreement) outstanding  under  the
               Bridge  Credit Agreement, prepay Revolving  Loans;
               provided,  that, the Borrower may prepay Revolving
               Loans at any time to the extent necessary to cause
               the   L/C  Issuer  to  issue  Letters  of   Credit
               hereunder and (ii) upon repayment in full in  cash
               of  all  obligations owing under the Bridge Credit
               Agreement  and  the termination  of  the  lenders'
               commitments to lend thereunder, prepay  Tranche  A
               Term Loans, in each case, in whole or in part,  in
               amounts  aggregating  $1,000,000  or  any  greater
               amount  in integral multiples of $100,000.   Those
               Loans  may  be  prepaid  by paying  the  principal
               amount  to  be  prepaid,  together  with  interest
               accrued   and  unpaid  thereon  to  the  date   of
               prepayment, and all compensation payments pursuant
               to  Section 3.15 if such prepayment is made  on  a
               date other than the last day of an Interest Period
               applicable thereto.  Each such optional prepayment
               shall   be  applied  in  accordance  with  Section
               3.10(e) below."

                (ii)  Subsection 3.10(c) is hereby  modified  and
          amended  by  deleting therefrom the first word  thereof
          ("The") and substituting in lieu thereof the following:

               "Upon repayment in full in cash of all obligations
               owing  under the Bridge Credit Agreement  and  the
               termination  of the lenders' commitments  to  lend
               thereunder, the"

           (c)  Amendment to Section 6.1 of the Credit Agreement.
Section  6.1 of the Credit Agreement, "Financial Statements,"  is
hereby modified and amended by deleting subsection (a) thereof in
its entirety and substituting the following in lieu thereof:

               "(a)  (i) As soon as practicable and in any  event
               within 30 days after the end of each of the  first
               eleven  months  of  each fiscal year  (other  than
               those  months corresponding to the end of a fiscal
               quarter of the Borrower), and within 45 days after
               the  end  of  each  of  the  first  eleven  months
               corresponding  to the end of a fiscal  quarter  of
               the   Borrower,  (x)  unaudited  consolidated  and
               consolidating statements of income, cash flow  and
               business segment sales and margins of the Borrower
               and  its  Subsidiaries for such month and for  the
               period  from  the beginning of the current  fiscal
               year  to  the end of such month, (y) an  unaudited
               consolidated  and consolidating balance  sheet  of
               the Borrower and its Subsidiaries as at the end of
               such  month, setting forth, with respect  to  such
               consolidated statements of income, cash  flow  and
               sales  and  margins and such consolidated  balance
               sheet,  in  comparative  form,  figures  for   the
               corresponding period in the preceding fiscal year,
               and  (z)  a  management discussion  and  analysis,
               including  a  variance analysis  comparing  actual
               results  to the projections delivered pursuant  to
               Section 6.16; and (ii) as soon as practicable  and
               in  any event within 45 days after the end of each
               of  the first three fiscal quarters of each fiscal
               year, (x) unaudited consolidated and consolidating
               statements  of  operations and cash  flow  of  the
               Borrower and its Subsidiaries for such quarter and
               for  the  period from the beginning of the current
               fiscal  year  to the end of such quarter,  (y)  an
               unaudited  consolidated and consolidating  balance
               sheet  of the Borrower and its Subsidiaries as  at
               the  end  of  such  quarter, setting  forth,  with
               respect   to   such  consolidated  statements   of
               operations  and  cash flow and  such  consolidated
               balance  sheet, in comparative form,  figures  for
               the  corresponding period in the preceding  fiscal
               year all in reasonable detail and certified by the
               chief  financial  officer  or  Treasurer  of   the
               Borrower  as  having been prepared  in  accordance
               with  GAAP,  and  (z) a management discussion  and
               analysis,  including a variance analysis comparing
               actual   results  to  the  projections   delivered
               pursuant to Section 6.15;"

           (d)   Amendment to Article 6 of the Credit  Agreement.
Article  6  of the Credit Agreement, "Affirmative Covenants,"  is
hereby  modified  and  amended  by inserting  the  following  new
sections in sequential order therein:

               "Section 6.15. Annual Projections.  (a) As soon as
               practicable and in any event within 30 days  after
               the  end  of  the 2003 fiscal year,  the  Borrower
               shall  deliver  to each Lender annual  projections
               for the following fiscal year, which include (i) a
               statement  of  all of the material assumptions  on
               which  such projections are based and (ii) monthly
               consolidated   and  consolidating  statements   of
               income, cash flow and balance sheets for following
               fiscal year, and (b) On the same date the Borrower
               delivers the financial information required to  be
               delivered  pursuant to Section 6.1(b) hereof  with
               respect  to  the 2004 fiscal year and each  fiscal
               year  thereafter,  the Borrower shall  deliver  to
               each  Lender annual projections for the  following
               fiscal year, which include (i) a statement of  all
               of   the   material  assumptions  on  which   such
               projections   are   based   and   (ii)   quarterly
               consolidated   and  consolidating  statements   of
               income, cash flow and balance sheets."

               Section  6.16.  Eight-Week Cash Flow  Projections.
               On  the  first Business Day of each calendar  week
               prior  to  the  termination of the  Bridge  Credit
               Agreement,  the  Borrower shall  deliver  to  each
               Lender  a  written report, in form  and  substance
               satisfactory   to   the  Agent,   reflecting   the
               Borrower's  projected cash flow for the eight-week
               period subsequent to the date of such report.

               Section 6.17.  Appraisals of Fixed Assets.   Prior
               to or on the date sixty (60) days from the closing
               date  of the Bridge Credit Agreement, the Borrower
               shall  deliver, or cause to be delivered,  to  the
               Collateral  Agent  or  the  Agent,  in  form   and
               substance satisfactory to the Collateral Agent  or
               the Agent, updated appraisals, with respect to the
               real  property  and  other  fixed  assets  of  the
               Borrower  and  its  Subsidiaries,  prepared  by  a
               qualified  appraisal  company  acceptable  to  the
               Collateral Agent or the Agent."

           (e)  Amendment to Section 7.1 of the Credit Agreement.
Section  7.1  of the Credit Agreement, "Financial Covenants,"  is
hereby  modified  and  amended by deleting such  section  in  its
entirety and substituting the following in lieu thereof:

               "Section 7.1   Financial Covenants.

                         (a)   Minimum Consolidated Tangible  Net
               Worth.   The Borrower's Consolidated Tangible  Net
               Worth  (less  any  gain or loss  as  a  result  of
               accumulated other comprehensive income, as defined
               by   GAAP)   shall  at  all  times  be  at   least
               $135,000,000,  plus the sum  of  (i)  50%  of  the
               Reported  Net  Income  of  the  Borrower  and  its
               consolidated Subsidiaries (to the extent positive)
               for  the fiscal quarter ending December 31,  2002,
               and each fiscal quarter thereafter on a cumulative
               basis  (taken  as  one  accounting  period),   but
               excluding  from such calculations of Reported  Net
               Income  for purposes of this clause (i) any fiscal
               quarter  in which the Reported Net Income  of  the
               Borrower  and  its  consolidated  Subsidiaries  is
               negative,  and  (ii)  100% of the  cumulative  Net
               Proceeds of Stock received during any period after
               June 29, 2002.

                         (b)   Current Ratio.  The Borrower shall
               not  permit  at any time the ratio of Consolidated
               Current Assets to Consolidated Current Liabilities
               to  be  less  than  1.10 to 1.00 calculated  on  a
               quarterly basis.

                         (c)    Fixed   Charge  Coverage   Ratio.
               Commencing with the second fiscal quarter  of  the
               2004  fiscal year, the Borrower shall  not  permit
               the  Fixed  Charge Coverage Ratio to be less  than
               the  ratio set forth opposite the relevant  fiscal
               quarter in the following table:

          Fiscal Quarter                     Ratio

          Second Quarter Fiscal Year 2004    1.40 to 1.00
          Third Quarter Fiscal Year 2004     1.60 to 1.00
          Fourth Quarter Fiscal Year 2004,
          And thereafter                     1.75 to 1.00


                         (d)   Senior  Debt Coverage Ratio.   The
               Borrower shall not permit the Senior Debt Coverage
               Ratio  to  be  greater than the  ratio  set  forth
               opposite  the  relevant  fiscal  quarter  in   the
               following table:

               Fiscal Quarter                     Ratio

               Second Quarter Fiscal Year 2003    3.75 to 1.00
               Third Quarter Fiscal Year 2003     6.00 to 1.00
               Fourth Quarter Fiscal Year 2003    7.25 to 1.00
               First Quarter Fiscal Year 2004     7.25 to 1.00
               Second Quarter Fiscal Year 2004    6.25 to 1.00
               Third Quarter Fiscal Year 2004     6.25 to 1.00
               Fourth Quarter Fiscal Year 2004    5.00 to 1.00
               First Quarter Fiscal Year 2005     4.50 to 1.00
               Second Quarter Fiscal Year 2005    4.00 to 1.00
               Third Quarter Fiscal Year 2005     3.50 to 1.00
               Fourth Quarter Fiscal Year 2005    3.25 to 1.00
               and thereafter

                         (e)     Minimum    Cumulative    EBITDA.
               Commencing  with  the  end  of  the  third  fiscal
               quarter  of  the  2003 fiscal year,  the  Borrower
               shall not permit EBITDA as of the last day of  any
               fiscal  quarter  to  be less than  the  cumulative
               amount  set  forth  opposite the  relevant  fiscal
               quarter in the following table:

                         Fiscal Quarter      Cumulative EBITDA

                         Third Quarter 2003       ($22,000,000)

                         Fourth Quarter 2003      ($4,000,000)

                         First Quarter 2004       $40,000,000"

          (f)   Amendment to Section 7.2 of the Credit Agreement.
Section  7.2 of the Credit Agreement, "Limitations on  Restricted
Payments,"  is  hereby  modified and  amended  by  deleting  such
section  in its entirety and substituting the following  in  lieu
thereof:

               "Limitation on Restricted Payments.  The  Borrower
               will  not pay or declare any dividend or make  any
               other  distribution on or on account of any  class
               of   its  Stock  or  other  equity  or  make  cash
               distributions of equity (including cash  patronage
               refunds), or make interest payments on equity,  or
               redeem, purchase or otherwise acquire, directly or
               indirectly,  any  shares of  its  Stock  or  other
               equity,  or redeem, purchase or otherwise acquire,
               directly  or  indirectly, any  Subordinated  Debt,
               including,  but  not limited to, its  Subordinated
               Capital  Certificates of Interest and Subordinated
               Loan Certificates (except required redemptions  as
               provided in the indentures pursuant to which  such
               Subordinated  Debt  was  issued),  or  permit  any
               Subsidiary  to  do any of the above  (all  of  the
               foregoing    being   herein   called   "Restricted
               Payments") except that the Borrower may  make  (a)
               cash  patronage refunds in fiscal  year  2002  and
               thereafter in an amount, for each fiscal year, not
               to  exceed  10%  of the member earnings  for  such
               fiscal   year,  and  (b)  present  value   cashing
               retirement  and death payments (net of any  amount
               the Borrower receives as insurance proceeds) in an
               aggregate amount not to exceed $5,000,000  in  any
               fiscal year; provided that the Borrower shall  not
               make  any  Restricted Payments upon the occurrence
               and  during the continuance of a Default or  Event
               of  Default.   So long as there is no  Default  or
               Event  of  Default occurring or continuing,  there
               shall  not  be  included  in  the  definition   of
               Restricted  Payments:   (x)  dividends  paid,   or
               distributions  made, in Stock of the  Borrower  or
               (y)  exchanges of Stock of one or more classes  of
               the  Borrower, except to the extent that  cash  or
               other   value   is  involved  in  such   exchange.
               Moreover,  nothing  in  this  Section  7.2   shall
               prevent  any Subsidiary from making any Restricted
               Payments  to  the Borrower or to  any  other  Loan
               Party that directly owns Stock of such Subsidiary.
               The  term  "equity" as used in  this  Section  7.2
               shall   include   the  Borrower's  common   stock,
               preferred    stock,   if   any,    other    equity
               certificates,  and  notified  equity  accounts  of
               patrons."

          (g)   Amendment to Section 7.4 of the Credit Agreement.
Section  7.4  of the Credit Agreement, "Investments,"  is  hereby
modified  and  amended by deleting such subsection 7.4(d)(xv)  in
its entirety and substituting the following in lieu thereof:

               "(xv)  permit  to remain outstanding  (x)  certain
               term   loans  to  Young  Pecan  in  an   aggregate
               principal amount of $10,000,000 made pursuant to a
               Loan and Security Agreement among Young Pecan, the
               Borrower  and  Foothill  Capital  Corporation,  as
               Agent, and (y) a loan to Young Pecan evidenced  by
               that certain note dated as of January 28, 2003, in
               the  original amount of $1,676,785, provided there
               shall  be  no increase in the principal amount  of
               the  loans described in the foregoing clauses  (x)
               and   (y);   and,  provided  further,   that   all
               collateral securing the loan described  in  clause
               (y)  shall  be  assigned to the  Collateral  Agent
               pursuant to the Security Agreement."

          (h)  Amendment to Section 7.11 of the Credit Agreement.
Section 7.11 of the Credit Agreement, "Capital Expenditures,"  is
hereby  modified  and  amended by deleting such  section  in  its
entirety and substituting the following in lieu thereof:

               "Section 7.11  Capital Expenditures.  The Borrower
               and  its Subsidiaries shall not, on a consolidated
               basis,   directly  or  indirectly,  make   Capital
               Expenditures in an aggregate amount in  excess  of
               (a)   for   the  fiscal  year  ending  (i)   2003,
               $40,000,000,  (ii)  2004,  $40,000,000  plus   the
               Capital Expenditure Carry Forward Amount,  if  any
               and  (iii)  2005,  $50,000,000  plus  the  Capital
               Expenditure Carry Forward Amount, if any  and  (b)
               in  connection with the "tray pack operations"  at
               the  Borrower's  location in  Live  Oak,  Florida,
               $30,000,000   after  June  29,   2002,   provided,
               however,  the amount described in this clause  (b)
               shall  not  be available until (i) all Obligations
               (as  defined in the Bridge Credit Agreement)  have
               been paid in full in cash and all Commitments  (as
               defined  in the Bridge Credit Agreement)  to  lend
               thereunder have been terminated, and (ii)  minimum
               EBITDA   of   the  Borrower  for  the  immediately
               preceding  four fiscal quarters, as  reflected  in
               the  financial statements required to be delivered
               pursuant  to  Section 6.1(a)  and  Section  6.1(b)
               hereof,  as applicable, and the related compliance
               certificate required to be delivered in connection
               therewith, is not less than $100,000,000."

          (i)  Amendment to Section 7.12 of the Credit Agreement.
Section  7.12  of the Credit Agreement, "Indebtedness  for  Money
Borrowed,"  is  hereby modified and amended as follows:  (i)  the
word  "and"  appearing  after subsection (e)  thereof  is  hereby
deleted  in its entirety; and (ii) the final period after  clause
(f)  thereof is deleted and the following is substituted in  lieu
thereof:

               "; and

               (g)   Indebtedness  for  Money  Borrowed  existing
               under  the  Bridge Credit Agreement in a principal
               amount not exceeding $33,220,000 plus interest and
               fees related thereto."

           (j)  Amendment to Section 8.1 of the Credit Agreement.
Section  8.1  of  the Credit Agreement, "Events of  Default,"  is
hereby modified and amended as follows:

                (i)   Subsections  8.1(d)  and  (e)  thereof  are
deleted  in  their entirety and the following is  substituted  in
lieu thereof:

               "(d)  Any  representation  or  warranty  contained
               herein  or  deemed to have been made hereunder  or
               made  by or furnished in writing on behalf of  the
               Borrower in connection herewith shall be false  or
               misleading in any material respect as of the  date
               made  or deemed to have been made, or the Borrower
               fails to perform or observe any covenant contained
               in  Sections  6.1, 6.3, 6.5, 6.14, 6.15,  6.16  or
               Article  7  of  this Agreement; provided  however,
               that so long any failure by the Borrower to comply
               with  Section  6.16  hereof does  not  occur  more
               frequently  than three (3) times in  any  six  (6)
               week  period,  no  Event of  Default  shall  occur
               hereunder  with  respect to  the  failure  of  the
               Borrower  to  comply with Section 6.16  hereof  so
               long so as such failure does not continue for more
               than two (2) Business Days; or

               (e)   The Borrower fails to perform or observe any
               covenant,  term  or  condition contained  in  this
               Agreement (other than those contained in  Sections
               6.1, 6.3, 6.5, 6.14, 6.15, 6.16 or Article 7)  and
               such  failure  shall continue  for  more  than  30
               calendar  days after the earlier of (i)  the  date
               which  the  Borrower obtains knowledge thereof  or
               (ii) the Borrower is given notice thereof; or"

                (ii)  The  final  period after Subsection  8.1(m)
thereof  is  deleted  and the following is  substituted  in  lieu
thereof:

               "; or

               (n)  Without the prior consent of the Lenders, the
               lenders party to the Bridge Credit Agreement shall
               consent  to  (i) an increase in the advance  rates
               set  forth in definition of the Borrowing Base (as
               defined  in  the  Bridge Credit Agreement)  or  an
               increase   in   the  aggregate   amount   of   the
               Commitments  (as  defined  in  the  Bridge  Credit
               Agreement)   thereunder  or  (ii)   allowing   the
               aggregate principal amount of Loans (as defined in
               the Bridge Agreement) outstanding thereunder as of
               any  date of determination to exceed the Borrowing
               Base  (as  defined in the Bridge Credit Agreement)
               in effect at such time."


          (j)  Amendment to Schedule 5.8 to the Credit Agreement.
Schedule  5.8  to  the Credit Agreement, "Obligations  for  Money
Borrowed,"  is  hereby  modified and  amended  by  deleting  such
schedule  in its entirety and substituting the attached  Schedule
5.8 in lieu thereof:

     2.   Strict Compliance.  Except for the amendments set forth
above in Section 1, the text of the Credit Agreement and the Loan
Documents  shall remain in full force and effect.   The  Borrower
acknowledges  and expressly agrees that the Lenders  reserve  the
right  to,  and  do in fact, require strict compliance  with  all
terms  and provisions of the Credit Agreement and the other  Loan
Documents.

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

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

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

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

             (d)   as of the date hereof, and after giving effect
       to  this  Amendment  (i) no Default or  Event  of  Default
       exists  under  the Credit Agreement, and  (ii)  except  as
       previously  disclosed in writing to  the  Lenders  in  the
       form  of  a  PowerPoint presentation that was  posted  via
       IntraLinks  on  January 15, 2003, each representation  and
       warranty  set  forth in Article 5 of the Credit  Agreement
       is true and correct; and

             (e)  as of the date hereof, Agratech Seeds Inc.  has
       discontinued   any   operations  and  sold,   transferred,
       conveyed  or  otherwise disposed of substantially  all  of
       its assets.

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

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

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

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

      8.   Conditions to Effectiveness.  This Amendment shall  be
effective  as  of the date first written above upon  the  Agent's
receipt of the following:

          (a)  a counterpart hereof duly executed by the Borrower
and the Required Lenders;

          (b)   an  amendment fee for the account of each  Lender
that  has delivered its executed signature page to this Amendment
to  the Agent prior to 5:00 p.m. (New York time) on February  10,
2003,  in an amount equal to twenty-five basis points of each  of
such Lender's Commitments, which fee shall be fully earned as  of
the date hereof and non-refundable when paid;

          (c)   a copy of the Bridge Credit Agreement (as defined
herein), duly executed by all parties thereto;

          (d)  a copy of a duly executed amendment to each of the
Senior Notes, in form and substance satisfactory to the Agent;

          (e)   an  amendment to the Second Amended and  Restated
Security Agreement, duly executed by all parties thereto, in form
and substance satisfactory to the Agent; and

          (f)   an  amendment to the Second Amended and  Restated
Intercreditor Agreement permitting the repayment in full in  cash
of  all obligations owing under the Bridge Credit Agreement prior
to  the  repayment  of any Priority Claims  (as  defined  in  the
Intercreditor Agreement prior to the date hereof), duly  executed
by all parties thereto, in form and substance satisfactory to the
Agent; and

          (g)   such other documents executed by the Borrower  as
the Agent may reasonably require.

      10.   Reference to and Effect on the Loan Documents.   Upon
the  effectiveness  of  this Amendment, on  and  after  the  date
hereof,   each  reference  in  the  Credit  Agreement  to   "this
Agreement",  "hereunder",  "hereof"  or  words  of  like   import
referring  to  the  Credit Agreement, and each reference  in  the
other  Loan  Documents  to "the Credit Agreement",  "thereunder",
"thereof"  or  words  of  like import  referring  to  the  Credit
Agreement, shall mean and be a reference to the Credit  Agreement
as amended hereby.

      11.   Release of Agratech.  Agratech Seeds Inc.  is  hereby
released  from  its  obligations under, and  any  liability  with
respect to, the Subsidiary Guaranty and any other Loan Document.


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

BORROWER:                        GOLD KIST INC.



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


                                 By: /s/ J. David Dyson
                                  Name: J. David Dyson
                                  Title: Secretary


                                              [SEAL]


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


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


                                 By: /s/ Ian Reece
                                  Name: Ian Reece
                                  Title: Managing Director



LENDERS:                         SUNTRUST BANK



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






                                 HARRIS TRUST AND SAVINGS BANK



                                 By: /s/ Philip Langheim
                                  Name: Philip Langheim
                                  Title: Vice President


                                 By: (no signature)
                                  Name:
                                  Title:


                                 U.S. BANK NATIONAL ASSOCIATION



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


                                 By: (no signature)
                                  Name:
                                  Title:

                                 COBANK, ACB



                                 By: /s/ Mary Beth Curry
                                  Name: Mary Beth Curry
                                  Title: Vice President


                                 By: (no signature)
                                  Name:
                                  Title:


                                 NATEXIS BANQUES POPULAIRES



                                 By:/s/ Stephen A. Jendras
                                  Name: Stephen A. Jendras
                                  Title: Vice President


                                 By: /s/ Guillaume de Parscau
                                  Name: Guillaume de Parscau
                                  Title: First Vice President
                                 and Manager Commodities Finance
                                 Group

                                 ING CAPITAL LLC



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


                                 By: /s/ Lina A. Garcia
                                  Name: Lina A. Garcia
                                  Title: Associate


                               THE CIT GROUP/BUSINESS CREDIT,
                               INC.


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


                               By: (no signature)
                                Name:
                                Title:

                               GREENSTONE FARM CREDIT SERVICES,
                               FLCA


                               By: /s/ Alfred S. Compton, Jr.
                                Name:  Alfred S. Compton, Jr.
                                Title: Vice President/Senior
                               Lending Officer


                               By: (no signature)
                                Name:
                                Title:


                               JOHN HANCOCK LIFE INSURANCE
                               COMPANY


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


                               By: (no signature)
                                Name:
                                Title:

                               JOHN HANCOCK VARIABLE LIFE
                               INSURANCE COMPANY


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

                               By: (no signature)
                                Name:
                                Title:



                               SIGNATURE 4 LIMITED

                               By: John Hancock Life Insurance
                                  Company, as Portfolio Advisor


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

                               SIGNATURE 5 L.P.

                               By:     John Hancock Life
                                  Insurance Company, as
                                  Portfolio Advisor


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

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


                               By: /s/ Bernadette Rist
                                Name: Bernadette Rist
                                Title: Authorized Signatory


                               By: (no signature)
                                Name:
                                Title:



                     CONSENT OF GUARANTORS

      We,  the undersigned, each as a Guarantor pursuant to  that
certain Amended and Restated Subsidiary Guaranty dated as of  the
23rd day of October, 2001 (as amended, restated, supplemented  or
otherwise  modified  from time to time, the  "Guaranty"),  hereby
each   (a)  acknowledge  receipt  of  a  copy  of  the  foregoing
Amendment,  and (b) acknowledge, consent and agree that  (i)  the
Guaranty remains in full force and effect, and (ii) the execution
and delivery of the foregoing Amendment and any and all documents
executed  in connection therewith shall not alter, amend,  reduce
or  modify  our respective obligations and liabilities under  the
Guaranty.


                              AGRATRADE FINANCING, INC.


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


                              CROSS EQUIPMENT COMPANY, INC.


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


                              GK FINANCE CORPORATION


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


                              GK PEANUTS, INC.


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

                              GK PECANS, INC.


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



                              LUKER INC.


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

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