______________________________________________________________

               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, 1997
                                   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   .
                                              

               DOCUMENTS INCORPORATED BY REFERENCE
                         Not Applicable.

                                                               
______________________________________________________________


                        TABLE OF CONTENTS

     Item                                         Page


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

 2.  Properties  . . . . . . . .. . . .           11

 3.  Legal Proceedings . . . . . . . .            11

 4.  Submission of Matters to a 
     Vote of Security Holders . . . . . .         11

 5.  Market for Registrant's Common 
     Equity and Related Stockholder Matters       11

 6.  Selected Financial Data  . . . . .           12

 7.  Management's Discussion and Analysis of Financial
      Condition and Results of Operations. .      13

 8.  Financial Statements and 
     Supplementary Data . . . . . . . . . .       18

 9.  Changes in and Disagreements with 
     Accountants on Accounting and Financial
     Disclosure  . . . . . . . . . .              40

10.  Directors and Executive Officers 
     of the Registrant  . . . . . .               40

11.  Executive Compensation  . . . . . . .        43

12.  Security Ownership of Certain Beneficial Owners
      and Management . . . . . . . . .            46

13.  Certain Relationships and 
     Related Transactions. . . . . . . . .        46

14.  Exhibits, Financial Statement 
     Schedules, and Reports on Form 8-K           47

                                   - i -

                         GOLD KIST INC.

      ANNUAL REPORT FOR THE FISCAL YEAR ENDED JUNE 28, 1997

                             PART I

Item 1.  Business (and Properties).

            Gold Kist Inc. ("Gold Kist" or the "Association") is a
diversified 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.  

            Gold Kist serves approximately 31,000 active farmer
members located principally in Alabama, Florida, Georgia,
Mississippi, South Carolina and Texas.  In addition, other
cooperative associations are members of Gold Kist.  Any person
engaged in the production of farm commodities and any firm or
corporation whose members or stockholders are persons so
engaged and any cooperative association organized under the
cooperative marketing laws of any state, which enters into a
marketing and/or purchasing agreement with the Association, is
eligible for membership.

            Gold Kist offers both cooperative marketing and
cooperative purchasing services to its member patrons.  Farm
commodities are marketed by Gold Kist on behalf of members. 
Similarly, Gold Kist manufactures or processes many products
purchased for its members.  The standard Membership,
Marketing, and/or Purchasing Agreement which is entered into
between each member and Gold Kist does not require the member
to market his agricultural products or to purchase farm
supplies through Gold Kist.  Under the agreement, Gold Kist
undertakes to market for the member agricultural products
delivered which are of a type marketed by Gold Kist and to
purchase or manufacture and sell to the member such farm
supplies as the member requires, provided it is advantageous
for Gold Kist to handle such supplies in the interest of the
membership.  The Association also does business with non-
members and engages in non-cooperative activities through
subsidiaries and partnerships.  AgraTrade Financing, Inc., a
wholly-owned subsidiary of Gold Kist, provides financing to
members and non-members doing business with Gold Kist and its
subsidiaries and partnerships.  Financing is extended for
poultry and pork housing construction and for certain farm
commodity crop production.     

            Agriculture is generally cyclical in nature.  Commodities
marketed by Gold Kist on behalf of its members are subject to
fluctuations in price, based on supply of the farm commodities
and demand for the raw or processed products.  Commodity
prices are also sensitive to interest rates, with high rates
generally tending to depress market prices, and to worldwide
economic and political factors.  In addition, a portion of
Gold Kist's business is dependent on the demand of farmers for
the purchase of products, which is influenced by the general
farm economy and the success of particular crops.

            Gold Kist's business is conducted in two industry
segments.  See Note 10 of Notes to Consolidated Financial
Statements.  The Poultry segment conducts broiler production
operations, providing both marketing and purchasing services
to its cooperative patrons.  The Agri-Services segment
purchases or manufactures feed, seed, fertilizers, pesticides,
animal health products and other farm supply items for sale at
wholesale and retail.  Additionally, that segment operates
pork production operations, serves as a contract procurement
agent for, and storer of, farm commodities such as soybeans
and grain and is engaged in the purchase, sale, processing and
storage of cotton.  Gold Kist is also a partner in a major
peanut processing and marketing business and in a pecan
processing and marketing business and participates as a member
of limited liability companies which are engaged in the
production and sale of hogs and of fertilizer ingredients.



                             POULTRY

Broilers

            Gold Kist conducted its poultry operations in fiscal 1997
through six Gold Kist cooperative broiler divisions, through
its former 75% majority-owned public subsidiary, Golden
Poultry Company, Inc. ("Golden Poultry"), and through its
former partnership interest in Carolina Golden Products
Company ("Carolina Golden").  Gold Kist acquired the remaining
interests in Golden Poultry and Carolina Golden in September
1997 and will conduct the operations of those companies
subsequently as cooperative broiler divisions of Gold Kist. 
See Note 11 of Notes to Consolidated Financial Statements.

            Gold Kist's cooperative broiler operation is organized
into broiler divisions, each encompassing one of Gold Kist's
decentralized broiler complexes.  Each Gold Kist decentralized
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, sales and
accounting office(s), and transportation facilities.  The six
complexes operated as Gold Kist facilities in fiscal 1997 are
headquartered in Boaz and Cullman, Alabama; Athens, Ellijay
and Carrollton, Georgia; and Live Oak, Florida.  The broiler
growers 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 and marketing services for the broilers
grown.  

            Effective September 1997, the operations of Golden
Poultry and Carolina Golden were included in Gold Kist
cooperative poultry operations.  The former Golden Poultry
integrated poultry processing complexes are in Russellville,
Alabama, Douglas, Georgia, and Sanford and Siler City, North
Carolina.  Each of these complexes contracts for poultry
production with broiler growers and includes a hatchery, feed
mill, processing plant and management, sales and accounting
office, and transportation facilities.  The former Carolina
Golden integrated poultry processing complex is located in
Sumter, South Carolina, and produces value-added and further
processed poultry products.  This complex contracts for
poultry production with broiler growers and includes a
hatchery, feed mill, processing plant and management, sales
and accounting office, and transportation facilities.

            The principal products marketed by the broiler divisions
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 Farms   and Young 'n
Tender  labels; however, some is sold under customers' private
labels.  Most of the frozen chicken carries the Gold Kist  or
Early Bird  label.  Cornish game hens are marketed in frozen
form primarily to hotels, restaurants and grocery stores under
the Gold Kist Farms, Young 'n Tender and Medallion  labels. 
Medallion, Big Value , Gold Kist Farms, Young 'n Tender and
Early Bird are registered trademarks of Gold Kist Inc.

            Broiler products are marketed directly from the
processing plant in each broiler complex.  Some packaged
products are marketed from the Atlanta headquarters.  The
plants at Athens, Carrollton, Boaz, and Live Oak have special
distribution facilities, and there are five separate
distribution facilities located in Florida, Tennessee, Ohio
and Kentucky.  The former Golden Poultry operations include
two separate distribution facilities in Siler City, North
Carolina, and Pompano Beach, Florida.  Cornish game hens are
processed at facilities in Trussville, Alabama and marketed
from the Atlanta headquarters.

            Gold Kist is one of the largest poultry processors in the
United States.  It competes with other large processors and
with smaller companies.  Competition is based upon price,
quality and service.  While Management believes that the
pricing and quality of its products are competitive with other
processors, it believes that Gold Kist's service to its
customers is a principal factor that has established Gold Kist
as one of the largest United States poultry processors.  Gold
Kist's ability to deliver broilers and other poultry products
cut-up or otherwise 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.  As an integral part
of its feed ingredient purchasing strategy, Gold Kist attempts
to limit the effects and risk of fluctuations in feed
ingredient costs (i.e., corn and soybean meal) through varying
amounts of commodity trading transactions in the agricultural
commodity futures and options market.  Commodity trading
transactions, which are a common industry practice, 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 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 broiler
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 contributed by sales of broiler
products for each of the years indicated.

<TABLE>
<CAPTION>
                             Fiscal Year Ended (000's Omitted)



                        July 1,         June 29,        June 28,
                          1995             1996           1997 
<S>                     <C>             <C>             <C>
Broiler Products

Volume                $1,226,104      $1,380,649           $1,618,157
Percentage (%)              72.6            70.6           70.7
</TABLE>

                          AGRI-SERVICES

  Gold Kist purchases, manufactures and processes
fertilizers, agricultural chemicals, seed, pet foods, feed,
animal health products and other farm supply items for
distribution and sale at wholesale and retail.  These products
are distributed through approximately 98 Gold Kist retail
stores and at wholesale to national accounts and independent
dealers.  Gold Kist serves as a contract procurement agent
for, and storer of, farm commodities such as soybeans and
grain.

Retail Stores

  The Gold Kist retail store operation is conducted in
Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi,
South Carolina and Texas.

  The typical Gold Kist store is a complete farm supply
center offering for sale many types of feeds, animal health
products, fertilizers, pesticides, seeds, farm supplies and
equipment.  It also offers services such as precision farming,
customized fertilizer spreading, field mapping, soil testing,
insect scouting, and agronomic and animal nutrition advice. 
Gold Kist purchases most of the farm supplies distributed from
various manufacturers.

  The competition for retail sales faced by Gold Kist
stores varies greatly from locality to locality.  Some compete
with other purchasing cooperatives, hardware and farm supply
stores, and retail outlets owned or affiliated with major
fertilizer, agricultural chemical and feed manufacturers.  In
some areas these competing manufacturers sell directly to
farmers.  Price competition is important for many items.  The
Gold Kist stores emphasize service to the customer.

  Luker Inc., a steel fabrication company located in
Augusta, Georgia, and a wholly-owned subsidiary of Gold Kist,
manufactures steel equipment such as poultry processing
equipment, storage bins, elevators and conveyor systems.

  Gold Kist operates a system of receiving and storage
facilities for handling unprocessed farm commodities such as
soybeans, corn and other grains.  Approximately 98% of Gold
Kist's storage facilities are licensed by the federal or state
government and can issue negotiable warehouse receipts. 
Pursuant to a five-year grain handling agreement which
terminates in 2000, Gold Kist utilizes these facilities and
assets exclusively as independent buying points operating on a
commission basis for the Archer Daniels Midland Company.    

Fertilizers and Chemicals

  Gold Kist distributes granular, blended and liquid
fertilizers and fertilizer materials.  Each type is purchased
or produced in varying compositions depending upon the
ultimate use of the product as a plant food.  The Association
owns and operates five fertilizer plants in addition to other
blending facilities at certain Gold Kist stores where
fertilizer ingredients are physically mixed to a custom
formula.  Gold Kist leases or owns terminal facilities at
which fertilizer materials are warehoused for resale through
Gold Kist stores and private dealers.  Granular fertilizers
are purchased and distributed in bagged and bulk form.  In
addition to traditional agricultural customers, Gold Kist
markets fertilizers and chemicals to, and provides application
services for, forestry, turf and industrial customers.  

  Gold Kist is a member of CF Industries, Inc., a
cooperative owned by regional cooperatives, which produces and
supplies fertilizer materials to its members.  For the fiscal
year ended June 28, 1997, Gold Kist purchased approximately
39% of its fertilizer materials and products at market prices
from CF Industries.  The remaining fertilizer materials and
products were purchased from more than 50 other suppliers.

  Gold Kist competes for fertilizer sales with the major
fertilizer manufacturers, wholesalers and brokers. 
Competition is largely on the basis of price and service. 
Gold Kist markets premium grade fertilizers under its
trademarks Growers Pride , Living Lawn , and Garden Gold . 
Gold Kist also markets a premium growing medium composed of
soil materials and fertilizer nutrients under its trademark
Garden on the Spot .

  Gold Kist distributes agricultural and specialty
chemicals, including pesticides, growth regulators and
surfactants which it purchases from approximately 50 chemical
manufacturers.  Competition for sales of agricultural
chemicals is primarily on the basis of price and service since
most retailers have access to the same inventory of products
produced by the major manufacturers.  Gold Kist also provides
aerial application of fertilizer for forestry customers and
ground application of fertilizer and chemicals for turf
customers.  The Association is also a participant in a limited
liability company which manufactures and sells fertilizer
ingredients.

  The following table shows the amount and percentage of
Gold Kist's net sales volume contributed by sales of
fertilizer and chemical products for each of the years
indicated.  

<TABLE>
<CAPTION>
                           Fiscal Year Ended (000's Omitted)

                        July 1,         June 29,     June 28,
                         1995             1996         1997  
<S>                     <C>             <C>          <C>
Fertilizer
and Chemicals         

Volume                  $268,625         $306,247     $325,563
Percentage (%)              15.9             15.7         14.2
</TABLE>

Pet Food and Animal Products

            Gold Kist operates four major feed mills for its pet food
and animal products operations.  The mills produce feeds
distributed at wholesale or at retail through the Gold Kist
stores and independent dealers.  All of the mills are batch
process mills in which ingredients are weighed.  This type of
mill is capable of precision feed mixing, which is especially
important to the poultry industry.  Feeds are distributed in
bagged and bulk form.

            In the fiscal year ended June 28, 1997, Gold Kist's feed
mills produced substantially all of the feed it distributed at
wholesale or retail.  Gold Kist produces and markets
approximately 200 different feeds, including custom blended
feeds and feeds containing various medications.  Pro Balanced 
is a dairy feed sold through a special program which includes
survey and analysis of feed ingredients needed for a
particular herd.  Gold Kist also markets dog food under the
Pay Day , Pro Balanced and Performance Plus  trademarks
through independent dealers, under the Gold Kist and Pro
Balanced trademarks through Gold Kist retail stores, and under
the Gold Kist and Top Notch  trademarks through grocery
wholesalers and retail chain stores.  Pro Balanced cat food is
also marketed through independent dealers, Gold Kist stores
and grocery wholesalers and retail chain stores.  Pro
Balanced, Pay Day, Gold Kist, Top Notch, and Performance Plus
are registered trademarks of Gold Kist.  Aquaculture feed
products, primarily feed for commercial fish farming
operations, also form a significant portion of Gold Kist's
feed business.  

            Feed ingredients are purchased in the marketplace from
many sources, including major grain companies.  Feed
formulation is based on the cost of various alternative
ingredients in a given week.  Feed ingredients are normally
purchased for several weeks  production; corn is purchased in
fifteen-rail car units.

            Approximately forty percent of the feed sold is delivered
in bulk form directly from the feed mill to the farm; the
remainder is sold in bag form.  Gold Kist operates a fleet of
trucks, including feed tankers, for the delivery of feed.  

            Competition for sales of feed is based on quality and
service, as well as price.  Gold Kist competes with major feed
manufacturers and local feed mills.  The major feed
manufacturers distribute through independent retailers, owned
retail stores and direct to farmers.  Gold Kist sells through
its own retail stores and directly to large farmers, private
dealers, independent cooperatives, wholesale grocers, and
retail grocery chains.

Pork

            Gold Kist markets hogs raised by producers in Alabama and
Georgia.  Feeder pigs are furnished to members who raise them,
using Gold Kist feed and medicines, 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 entered into a joint venture arrangement with another
regional cooperative association in the form of a limited
liability hog sales and production company.  Gold Kist will
raise and provide 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.

Cotton

            Cotton ginning and storage facilities are operated at
Statesboro, Morven, Byromville and DeSoto, Georgia, and
Bishopville, South Carolina.  A central storage warehouse is
operated in Moultrie, Georgia.  The Association  provides
ginning and storage services to members and non-members and
markets cotton purchased from members and non-members to
domestic and foreign textile mills.

Seed Marketing

            AgraTech Seeds, Inc. ("AgraTech Seeds"), a wholly-owned
subsidiary of Gold Kist, owns and operates a seed business,
which consists of the development, contract production,
processing and sale primarily of proprietary seed varieties. 
AgraTech Seeds distributes approximately 50 varieties of
seeds.  Seed is marketed by AgraTech Seeds at wholesale to
seed retailers, including Gold Kist stores and independent
seed retail outlets in the Southeast and the Midwest. 
AgraTech Seeds licenses certain seed dealers, including Golden
Peanut Company, to sell its proprietary peanut varieties "GK
7", "GK 7 Hi-Oleic", "AgraTech 108", "AgraTech 120" and
"ViruGard"TM, and receives a royalty on licensed sales. 
AgraTech Seeds contracts with farmers for the production of
seed.  Careful control is required to maintain the purity of
varieties.  Quality and name recognition play a large role in
competition for sales of seed.

            AgraTech Seeds processes or contracts for the processing
of approximately 95% of the seeds it distributes.  AgraTech
Seeds owns and operates seed processing facilities in
McCordsville, Indiana, St. Joseph, Illinois, and Mason City,
Illinois.  The McCordsville and Mason City facilities conduct
research into the breeding of corn.  Proprietary corn,
soybean, sorghum and peanut seed varieties are marketed under
the trademark AgraTech .

            As a function of its retail sales operations, Gold Kist
operates a commodity seed procurement plant at Dublin, Georgia
for the cleaning, grading, treatment and processing of
commodity seeds.  Seed products from its Dublin operations are
marketed primarily through the Gold Kist retail stores.  

Pecans

            Gold Kist is a partner in Young Pecan Company, a pecan
processing and marketing business headquartered in Florence,
South Carolina, in which the Association holds a 25% equity
interest and a 35% earnings (loss) allocation.  See Note 8 of
Notes to Consolidated Financial Statements.

                      PARTNERSHIP INTEREST

            Gold Kist, Archer Daniels Midland Company and Alimenta
Processing Corporation are partners in Golden Peanut Company,
a partnership formed to operate a peanut procuring,
processing, and marketing business.  The partners lease peanut
facilities, equipment and fixed assets to the partnership. 
Gold Kist, as a general partner, participates in all
partnership allocations in proportion to its 33 1/3%
partnership  interest.  See Note 9(b) of Notes to Consolidated
Financial Statements.

            The peanut facilities leased to Golden Peanut Company
pursuant to the general partnership agreement include
receiving stations, shelling plants, cold storage facilities
and warehouses located in the three major peanut producing
areas of the United States (Southeast, Southwest and
Virginia/Carolinas).

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

                          EXPORT SALES

            Gold Kist owns no physical facilities overseas and has no
overseas employees.  Product sales managers maintain sales
networks overseas through contacts with independent dealers
and customers.  During the fiscal year ended June 28, 1997,
the approximate export sales volume of the primary export
product line (poultry) was $81.7 million.  During that period,
export sales of poultry were mainly to customers in Russia,
Eastern Europe, the Far East, South Africa, Central and South
America and the Caribbean area.  

            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, Thailand, and
Brazil.  Tariff and non-tariff barriers to United States
poultry established by the European Economic Community (EEC)
since 1962 have virtually excluded Gold Kist and other United
States poultry exporters from the EEC market.  In addition,
EEC exporters are aided in price competition with United
States exporters in certain markets by subsidies from their
governments.

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

                           PROPERTIES

            Gold Kist corporate headquarters building, completed in
1975 and containing approximately 260,000 square feet of
office space, is located on fifteen acres of land at 244
Perimeter Center Parkway, N.E., Atlanta, Georgia.  The land
and building are owned by a partnership of Gold Kist and
Cotton States Mutual Insurance Company in which partnership
Gold Kist owns 54% of the equity.  Gold Kist leases
approximately 120,000 square feet of the building from the
partnership.

            The Association's principal operating facilities are
operated by its two industry segments, the Poultry segment and
the Agri-Services segment.

Poultry

            The seven poultry processing plants operated as Gold Kist
facilities in fiscal 1996 are located at Boaz, Trussville and
Guntersville, Alabama; Athens, Ellijay and Carrollton,
Georgia; and Live Oak, Florida.  These plants have an
aggregate weekly processing capacity of approximately
8,830,000 broilers and 415,000 cornish game hens.  The plants
are supported by hatcheries located at Albertville,
Crossville, Cullman, Curry, Ranburne and Scottsboro, Alabama;
and Blaine, Bowdon, Calhoun, Commerce, Carrollton, and Talmo,
Georgia; and Live Oak, Florida.  These hatcheries have an
aggregate weekly capacity (assuming 85% hatch) of
approximately 1,040,000 chicks.  Additionally, Gold Kist
operates seven feed mills to support its poultry operations;
the mills have an aggregate annual capacity of approximately
3.3 million tons and are located in Guntersville and Jasper,
Alabama; Calhoun, Cartersville, Commerce, and Waco, Georgia;
and Live Oak, Florida.  

            The four former Golden Poultry poultry processing plants
are located in Douglas, Georgia, Sanford and Siler City, North
Carolina, and Russellville, Alabama.  The Douglas plant has a
weekly processing capacity of approximately 1,300,000 broilers
on two shifts; the Sanford and Russellville plants have weekly
processing capacities of approximately 850,000 broilers on two
processing shifts; and the Siler City plant has a weekly
processing capacity of 630,000 chickens on two shifts.  These
plants are supported by hatcheries in Siler City and Staley,
North Carolina (with a hatch capacity of 1,505,000 chicks per
week), Douglas, Georgia (with a hatch capacity of
approximately 1,350,000 chicks per week), and Russellville,
Alabama (approximately 1,250,000 chicks per week). 
Additionally, Golden Poultry feed mills at Ambrose, Georgia,
Bonlee and Staley, North Carolina, and Pride, Alabama, have an
aggregate annual capacity of 1,615,000 tons.   

            The former Carolina Golden processing plant in Sumter,
South Carolina has a weekly processing capacity of 1,400,000
broilers on two processing shifts.  The Sumter plant is
supported by a hatchery in Sumter, South Carolina with a hatch
capacity of approximately 1,400,000 chicks per week.  The
former Carolina Golden feed mill at Sumter, South Carolina has
an annual capacity of 338,000 tons.   

            The Association operated six separate distribution
centers in fiscal 1997 as Gold Kist facilities in its sales
and distribution of poultry products:  Tampa and Crestview,
Florida; Chattanooga and Nashville, Tennessee; Mt. Sterling,
Kentucky; and Cincinnati, Ohio.  The former Golden Poultry
distribution facilities are in Pompano Beach, Florida, and
Siler City, North Carolina.

Agri-Services

            In its retail store operations, Gold Kist operates Gold
Kist stores at 23 locations in Alabama, one location in
Arkansas, 5 locations in Florida, 42 locations in Georgia, one
location in Louisiana, 6 locations in Mississippi, 14
locations in South Carolina and 6 locations in Texas.  

            For its fertilizer and chemicals business, the
Association operates five fertilizer plants at Clyo and
Cordele, Georgia, Athens and Hanceville, Alabama, and
Greenville, Mississippi, and bulk chemical storage facilities
at Moultrie, Georgia and Bishopville, South Carolina.  Gold
Kist utilizes chemical storage and distribution facilities at
Alcolu, South Carolina, Lawrenceville and Sylvester, Georgia;
Hanceville, Alabama, Greenville, Mississippi; and Carrollton,
Lubbock and Buda, Texas; and Pensacola and Riviera Beach,
Florida; and fertilizer distribution terminal facilities at
Pine Bluff, Arkansas, Bainbridge and Brunswick, Georgia;
Fayetteville, Morehead City, and Wilmington, North Carolina;
Charleston, South Carolina; and Memphis, Tennessee.  Forestry
fertilizer application headquarters facilities are maintained
at Tifton, Georgia.

            For its pet food, feed and pork operations, Gold Kist
operates four feed mills with an aggregate annual capacity of
approximately 470,000 tons.  The mills are located at
Guntersville, Alabama; Flowery Branch and Valdosta, Georgia;
and Gaston, South Carolina.     

            Gold Kist operates five pork production centers.  These
production facilities include a pork production center at
Cartersville, Georgia; 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.

            Cotton ginning and storage facilities are operated at
Statesboro, Morven, Byromville and DeSoto, Georgia, and
Bishopville, South Carolina.  A central storage warehouse is
operated in Moultrie, Georgia.  

            The Association operates a seed processing plant at
Dublin, Georgia, which can clean, grade and treat
approximately 100,000 bags of seeds annually (when operating
on one shift).  AgraTech Seeds operates seed processing plants
in McCordsville, Indiana, and Mason City and St. Joseph,
Illinois, which can clean, grade and treat approximately
350,000 bags, 150,000 bags and 100,000 bags, respectively, of
seeds annually (when operating on one shift).

            For its grain procurement and storage operations, Gold
Kist operated 25 owned facilities and 3 leased facilities in
Alabama, Florida, Georgia and South Carolina in fiscal 1997. 
The facilities have an aggregate storage capacity of
approximately 7 million bushels.  

            Gold Kist owns peanut procuring, processing and marketing
facilities which are leased to Golden Peanut Company pursuant
to the general partnership agreement executed by Gold Kist
with ADM and Alimenta.  The lease is for a 20-year term,
beginning in 1988; however, the lease is subject to the terms
of the partnership agreement which is terminable upon 18
months prior written notice.  These facilities include 37
peanut receiving stations located in the three major peanut
producing areas of the United States (Southeast, Southwest,
and Virginia/Carolinas) and four peanut shelling plants
located in Ashburn, Georgia; Graceville, Florida; Anadarko,
Oklahoma; and Comyn, Texas.  Gold Kist also owns and leases to
Golden Peanut Company two cold storage facilities located at
Anadarko, Oklahoma and Suffolk, Virginia with an aggregate
storage capacity of 11,000 tons, and 48 warehouses located at
30 of the leased receiving stations with an aggregate storage
capacity of approximately 133,000 tons.

            The Association holds all of the facilities in fee except
for the corporate headquarters building (lease expires June
30, 2004); poultry distribution facilities at Tampa, Florida
(lease expires May 14, 2000) and Nashville (lease expires
December 31, 1997) and Chattanooga (terminable upon 30 days
notice) Tennessee; Crossville, Alabama, poultry hatchery
facility (lease expires February 23, 2088); Athens, Georgia,
poultry processing plant vehicle parking area (lease expires
February 29, 2001); Anadarko, Oklahoma peanut cold storage
facility (lease expires April 30, 2010; subleased to Golden
Peanut Company); and retail store facilities at Byromville
(lease expires March 15, 1999), Canton (lease expires October
31, 1997), Camilla (terminable upon 30 days' notice), DeSoto
(lease expires March 15, 1999), and Oglethorpe (lease expires
March 15, 1999), Georgia; Brundidge (terminable upon 30 days
notice), Danville (lease expires January 31, 2002), Geraldine
(lease expires January 31, 1998), Jasper (lease expires May
31, 2002), and Russellville (lease expires October 14, 1997),
Alabama; Bennettsville (lease expires November 30, 1997),
Lexington (lease expires September 30, 1997), Newberry (lease
continues on a month-to-month basis) and Sumter (lease expires
March 31, 2002) South Carolina.  Forestry fertilizer
application headquarters facilities are leased at Tifton,
Georgia (lease expires June 15, 1999).  Chemical storage and
distribution facilities are leased at Greenville, Mississippi
(lease expires November 30, 1999); Buda (lease expires
February 1, 1999) and Carrollton (lease expires March 31,
1999), Texas; Pensacola (lease expires January 5, 1998), and
Riviera Beach (lease expires November 30, 1997), Florida and
fertilizer storage and distribution space is also leased on a
continuing as needed basis at terminals in Pine Bluff,
Arkansas; Bainbridge and Brunswick, Georgia; Fayetteville,
Morehead City, and Wilmington, North Carolina; Charleston,
South Carolina; and Memphis, Tennessee.  

              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. 
EPA has not indicated to Gold Kist how it intends to proceed
with regard to the site.  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 regulatory powers of various federal and state
agencies, including the federal Food and Drug Administration,
apply throughout the agricultural industry, and many of Gold
Kist's products and facilities are subject to the regulations
of such agencies.

                         HUMAN RESOURCES

            Gold Kist has approximately 17,500 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 3,200
employees who are covered by collective bargaining agreements. 
Employee relations are considered to be generally
satisfactory.

                        PATRONAGE REFUNDS

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

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

Item 3.  Legal Proceedings.

            In February 1994, other Alabama member patrons of Gold
Kist filed a lawsuit in the Circuit Court of Walker County,
Alabama, against the Association alleging short-weight
deliveries of feed from the Gold Kist Guntersville, Alabama
feed mill.  (Garry Rowland on behalf of himself and a class of
others similarly situated v. Gold Kist Inc.)  In June 1994,
the Court certified the litigation as a class action.  The
Association intends to defend the litigation vigorously.  

            The Association is also 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, 1997 and "Consolidated Balance Sheet Data"
as of June 26, 1993, June 25, 1994,  July 1, 1995, June 29, 1996 and June  28,
1997 are derived from the consolidated financial  statements of Gold Kist Inc.
and   subsidiaries,  which  have  been  audited  by  KPMG  Peat  Marwick  LLP,
independent  auditors.  The consolidated  financial statements as  of June 29,
1996  and June  28, 1997 and  for each of  the years in  the three-year period
ended June 28, 1997, and the report thereon of KPMG Peat Marwick 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 audit report, which refers to a change in accounting
for  certain investments  in  debt and  equity securities,  included elsewhere
herein.
<TABLE>
<CAPTION>

                                                        For Fiscal Years Ended (000's omitted)         
                                              June 26,    June 25,     July 1,    June 29,    June 28,
Consolidated Statement of Operations Data:      1993        1994        1995        1996        1997  

<S>                                           <C>         <C>         <C>         <C>        <C>      
Net sales volume  . . . . . . . . . . .      $1,400,566   1,561,034   1,688,537   1,955,569  2,289,044
                                                                                                      
Interest expense  . . . . . . . . . . .      $   17,163      13,924      17,525      21,065     26,951
                                                
Margins before cumulative effect
   of accounting changes  . . . . . . .      $   27,238      34,065      11,751      37,032     11,890

Cumulative effect of changes in accounting
   for income taxes (A) . . . . . . . .      $     -          5,339        -           -          -   

Net margins . . . . . . . . . . . . . .      $   27,238      39,404      11,751      37,032     11,890

</TABLE>
<TABLE>
<CAPTION>
                                                               As of (000's omitted)                 
                                              June 26,    June 25,     July 1,    June 29,    June 28,
Consolidated Balance Sheet Data:                1993        1994        1995        1996        1997  
<S>                                           <C>           <C>         <C>         <C>       <C>     

Working capital . . . . . . . . . . . .      $  140,629     139,847     146,585     184,457    209,269

Total assets  . . . . . . . . . . . . .      $  665,102     716,432     821,637     975,960  1,119,836
                                                                                                      
Long-term liabilities . . . . . . . . .      $  152,792     144,992     178,777     233,291    310,053

Total liabilities . . . . . . . . . . .      $  354,889     394,754     482,675     621,378    745,303

Patrons' and other equity (B) . . . . .      $  285,620     296,662     314,990     326,410    346,075
                                                                                                      
Current ratio . . . . . . . . . . . . .            1.70        1.56        1.48        1.48       1.48

Ratio of long-term liabilities to
   total capitalization . . . . . . . .      %    34.85       32.83       36.21       41.68      47.25


</TABLE>
NOTE:
A.See Note 6 of Notes to Consolidated Financial Statements.
B.See Note 9(a) of Notes to Consolidated Financial Statements.



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


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

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

   As  with  other  perishable commodity  businesses,  the integrated  poultry
industry  has demonstrated a cyclical  nature with varying  levels of profits,
and to a lesser extent, losses over its thirty-six year history.  Although the
industry  has been profitable since  1983 with the  exception of brief periods
during 1992 and 1996, net margins have varied from year to year in response to
market  fundamentals.  The following  addresses the various  factors that have
influenced  poultry  industry  profitability  during  the  past  five   years.
Increased market prices in 1993 and 1994 were the result of a general economic
recovery  in  the United  States and  increased  demand for  poultry products.
During  1995, broiler  market  prices  declined due  to  the large  supply  of
competing  meats,  such as  beef and  pork,  and the  continuation  of broiler
industry  expansion.     During   1996,   broiler  market   prices   increased
approximately  10%  as compared  to  1995  as a  result  of  hot, dry  weather
conditions that  reduced meat  production in  the summer of  1995, as  well as
lower  than expected industry expansion and increased exports.  Average market
prices for broilers during 1997 remained at relatively high levels as compared
to  historical averages.   However,  during the  May-June 1997  period, market
prices declined  below 1996 levels  as a  result of the  increase in  industry
production.  Export  prices for broiler leg-quarters declined substantially in
1997 as a  result of disruptions  in the Russian markets.   According to  USDA
estimates, the supply of  broilers is expected to increase  at a 4.5% rate  in
1997 and a 6.0%  rate in 1998 as compared to the  6.3% average annual increase
between  1993 and 1996.   Generally, feed grain  costs represent approximately
fifty  percent  of total  broiler production  costs.   Feed  ingredient prices
declined in 1993 as a result of the record 1992 U.S. corn crop.  In 1994, feed
ingredient  prices increased  substantially as  a result  of the  reduced corn
harvest in  1993.  As  a result of  the increase in  planted corn  and soybean
acreage and favorable growing conditions in  the summer of 1994, market prices
for feed  ingredients declined in 1995.   Average cash market  prices for corn
and soybean meal increased 59% and 30%, respectively, during  1996 as compared
to  1995 due  to the weather  reduced 1995  harvest and  strong export demand.
During 1997, average cash market prices  for corn declined 14% as a result  of
the favorable 1996 harvest.   However, soybean meal average cash market prices
increased approximately 26% for 1997 as compared to 1996 as a result of strong
demand and lower carryover stocks.
  
   The Association believes that feed ingredient costs at levels in excess  of
cash market prices during the  first half of fiscal 1998 will likely result in
a reduction in gross margins for such period.  The increase in feed ingredient
costs and the resultant impact on net margins is primarily attributable to the
Company's forward purchasing and hedging  strategies.  See Note 1(c)  of Notes
to Consolidated Financial Statements.

   Historically, weather has had a significant impact  on the farm economy and
the operating  results of  the  Association.   Wet weather  conditions in  the
Southeast  during  the 1993  spring planting  season  reduced corn  and peanut
acreage and were followed by early summer drought conditions.  These inclement
weather factors had a negative impact on 1993 Agri-Services operating results.
Flooding in the  Midwestern United States during  the summer of 1993  severely
impacted the domestic grain harvest and boosted feed ingredient prices to near
record levels.  Hot, dry weather conditions in the late summer of 1993 damaged
pastures in the Southeast,  which resulted in increased sales  of agricultural
products  in  1994.    In   addition,  favorable  spring  weather   conditions
contributed  to increased  planting  activity in  1994.   In  1995,  generally
favorable spring  weather conditions in the Southeast contributed to increased
sales of agricultural inputs  in the Association's primary retail  sales area.
However,  wet weather conditions in the Delta  and Midwest regions of the U.S.
negatively  impacted market prices for  corn, seed and  certain fertilizers in
areas where  these products are sold  through independent dealers and  four of
the Association's retail stores.   Inclement weather conditions in  the summer
of  1995 reduced  the  Southeastern cotton,  peanut  and corn  harvest,  which
negatively affected farm income.   The weather  reduced 1995 grain harvest  in
the  Midwestern U.S.  boosted  farm  commodity  prices; thus  contributing  to
increased spring 1996  plantings in  the Southeast and  Delta regions.   Also,
favorable  spring weather contributed to the increase in sales of agricultural
inputs in  1996.   Favorable  weather  conditions during  the summer  of  1996
contributed  to plentiful  cotton, peanuts  and grain  harvests in  the United
States.   Cool wet weather conditions during the spring of 1997 contributed to
delayed plantings in the  Southeast and reduced plantings in  the Mississippi-
Delta region.

   Export sales for 1995, 1996 and 1997 were $70.1 million, $100.1 million and
$96.4 million, respectively.   In 1996, export sales  increased primarily as a
result of the demand for poultry from Russian and Asian markets.  During 1997,
export sales declined as a result of lower  market prices for poultry.  Export
sales for 1997  reflected increases in cotton sales.   Export sales of poultry
products will  be  influenced by  credit  availability to  foreign  countries,
political  and economic stability, particularly  in Russia, Eastern Europe and
Mexico.

   The Association's  operations are  classified into two  reportable business
segments.   See Note 10  of Notes to  Consolidated Financial Statements.   The
discussion of results of  operations relates the effects of  these significant
economic factors on  those segments for  each of the  years in the  three-year
period ended June 28, 1997.


                             Results of Operations


   Fiscal 1996 Compared to Fiscal 1995

   Net sales volume of approximately $2.0 billion for 1996 represented a 15.8%
or $267.0  million increase as compared to 1995.  Net margins from operations,
before  general corporate expenses and other deductions, were $80.3 million in
1996  as compared to $42.5 million in 1995.   The increase in net margins from
operations was due primarily to increased margins in the Poultry segment.

   The Poultry segment had net sales of  $1.4 billion for 1996, an increase of
12.5% or $153.6 million  as compared to 1995.   The increase in net  sales was
due primarily to a 5.0% increase in average selling prices and a 7.5% increase
in pounds of poultry sold.  Market prices for poultry products strengthened in
1996 as a  result of  lower-than-expected U.S. broiler  production and  strong
export demand for poultry  products.  The increase  in pounds sold was  due to
changes in product mix requiring larger broilers for the production of deboned
poultry products.  Poultry segment's net margins from operations for 1996 were
$70.0 million  as compared to  $37.5 million  for 1995.   The increase in  net
margins was due primarily to higher selling prices for poultry products, which
was partially offset  by increased  feed ingredient costs.   Although  average
cash commodity prices for feed grains, such as corn and soybean meal increased
59% and  30%, respectively,  in 1996  as compared to  1995, the  Association's
forward purchasing and hedging  strategies resulted in a relatively  modest 8%
increase in feed ingredient costs for 1996.  

   The  Agri-Services  segment's 1996  net  sales  volume  of  $569.1  million
increased 24.9% or  $113.4 million as compared  to 1995.  The increase  in net
sales volume was  due primarily to the marketing of  Southeast cotton, as well
as   increased  sales  of   fertilizers,  chemicals  and   seeds  through  the
Association's  retail stores.  A substantial portion of the agricultural sales
increase was attributed to facilities acquired in the Mississippi-Delta region
in  1995.  The  Agri-Services segment's net  margins from operations  for 1996
were $10.3 million as compared to $5.0 million for 1995.  The increase was due
primarily  to patronage  refunds  from other  cooperatives  that totaled  $9.3
million  for 1996 as compared to $3.9  million in 1995.  A substantial portion
of the patronage refunds  were distributed by a major  fertilizer cooperative.
The  Retail Store Division had lower net operating margins in 1996 as a result
of losses  in the Mississippi-Delta  operations acquired in  1995.  The  Agri-
Services segment's net  margins from  operations reflects a  $2.1 million  net
loss from an agricultural  equipment manufacturing operation that was  sold in
1996.  In  1996, the Pork Division  had a net operating margin  of $240,000 as
compared to a $3.7 million net loss for 1995.

   Distribution,  administrative and  general expenses for 1996  and 1995 were
$155.7 million and $131.4  million, respectively.  The $24.3  million increase
reflects the growth in operations, as well as increased incentive compensation
expenses  related to the  increase in margins before  income taxes.  Increased
litigation  related expenses  also  contributed  to  the overall  increase  in
distribution, administrative and general expenses.

   The various components included in  other income (deductions) represented a
deduction  of $6.3  million for  1996 as  compared to  $9.5 million  for 1995.
Interest income of $9.9 million for 1996 increased $1.2 million as a result of
increased  crop financing for patrons  and other customers.   Interest expense
for 1996 was $21.1 million as compared to $17.5 million in 1995.  The increase
was due to a 55% increase in average borrowings, which was partially offset by
lower  interest rates  on short-term  borrowings.   Interest expense  for 1995
included $1.6 million  related to income  tax litigation.   Equity in loss  of
partnership represents the Association's 33 1/3% pro  rata share of the Golden
Peanut Company's  1996 loss.  See Note 9(b) of Notes to Consolidated Financial
Statements.    Miscellaneous, net for 1996 includes the Association's $422,000
pro rata  share in the earnings  of a partially-owned  foreign affiliate whose
principal  business activities include the marketing, purchasing and resale of
edible peanuts.  In 1995, the Association recognized a loss of $1.7 million on
this investment.  Miscellaneous, net  for 1996 and 1995 includes $1.0  million
and $1.7 million, respectively, representing  the Association's equity in  the
earnings of a  pecan processing  and marketing enterprise  in South  Carolina.
Net   rental  income   of  approximately   $1.8  million  and   $2.0  million,
respectively, was included in miscellaneous, net for 1996 and 1995.

   In  1996 and 1995,  the Association's combined federal  and state effective
income tax rates were  33% and 51%, respectively.  The effective  tax rate for
1995 reflects $5.5 million of additional income tax related to  an adverse tax
court decision.  See Note 6 of Notes to Consolidated Financial Statements.

   Fiscal 1997 Compared to Fiscal 1996

   For 1997,  net sales volume of  $2.3 billion represented a  17.1% or $333.5
million increase  as compared  to 1996.   Net margins from  operations, before
general corporate expenses and  other deductions, were $27.6 million  for 1997
as  compared to  $80.3 million  for 1996.   The  decline in  net margins  from
operations was primarily the result of lower margins in the Poultry segment.

   The  Poultry  segment  had net  sales  of  $1.6  billion  for  1997,  which
represented  a 17.5% or $243.2 million increase as compared to 1996.  An 11.5%
increase in  pounds of  poultry sold  and a 6.0%  increase in  average selling
prices contributed to  the increase in  net sales for  1997.  The increase  in
poultry  products  market prices  was  due to  the  reduction in  the  rate of
industry  growth as  compared to  prior years.   The  increase in  pounds sold
during  1997 reflected the Association's acquisition of its twelfth processing
facility in  July 1996 and changes in product  mix.  The Poultry segment's net
margins  from  operations  for   1997  were  $17.4  million  as   compared  to
approximately $70.0 million in 1996.   The decline in net margins was due to a
28.0% increase in  feed ingredient costs for 1997,  which was partially offset
by  the 6.0% increase  in average selling  prices for poultry  products.  As a
result of  the Association's forward  purchasing and hedging  strategies, feed
ingredient costs for 1996 were below market prices for corn  and soybean meal.
In 1997, the  Association's feed  ingredient costs reflected  the increase  in
market prices for corn and soybean meal.

   The  Agri-Services  segment's  1997  net  sales  volume of  $659.3  million
represented  a 15.9% or  $90.3 million increase  over 1996.   The sales volume
increase  was due primarily to the growth  in the procurement and marketing of
cotton and  to a lesser  extent increased sales of  agricultural chemicals and
fertilizers.  Net  margins from  operations in the  Agri-Services segment  for
1997 were  $10.2 million as compared  to $10.3 million for 1996.   Net margins
for 1997 were positively impacted by increased cotton marketing margins and to
a  lesser extent increases  in Pork Division net  margins.  These improvements
were  partially offset by increased  losses in retail  store operations, which
were primarily due to continuing operational problems in the Mississippi-Delta
region.  Higher  feed ingredient costs contributed to net losses on commercial
feeds for 1997.   Net margins  for 1997 reflected  $10.3 million in  patronage
refunds  from other  cooperatives as  compared  to $9.3  million in  1996.   A
substantial  portion of the  refunds for 1996  and 1997 were  distributed by a
major fertilizer cooperative.   The  Agri-Services segment's  net margins  for
1996 reflected a $2.1  million loss associated with an  agricultural equipment
manufacturing operation that was closed in 1996.

   Distribution, administrative  and general expenses  for 1997  and 1996 were
$167.7 million and $155.7  million, respectively.  The $12.0  million increase
primarily reflects the growth in operations.

   The various components included  in other income (deductions) represented a
deduction  of $5.5  million for  1997 as  compared to  $6.3 million  for 1996.
Interest income of $13.3 million for 1997 increased $3.4  million primarily as
a result of interest  income related to  a favorable tax litigation  decision.
Interest expense  for 1997 was $27.0  million as compared to  $21.1 million in
1996.  The  increase was due to a 31% increase  in average borrowings.  Equity
in earnings of partnership represents the Association's 33 1/3% pro rata share
of the Golden  Peanut Company's  1997 earnings.   See  Note 9(b)  of Notes  to
Consolidated  Financial Statements.    Miscellaneous, net for  1997 includes a
$1.2  million loss on the purchase of subsidiary common stock.  Miscellaneous,
net for 1997  and 1996 includes a $992,000 loss representing the Association's
equity in the loss of  a pecan processing and marketing enterprise.   In 1996,
the  Association's  recognized  earnings  of  $1.0  million  related  to  this
investment.  Net rental income of approximately $2.0 million and $1.8 million,
respectively, was included in miscellaneous, net for 1997 and 1996.

   In  1997 and 1996,  the Association's combined federal  and state effective
income tax rates were (33%) and 33%, respectively.  The effective tax rate for
1997 reflects a $5.2 million income tax benefit related to a  Circuit Court of
Appeals  decision in  the  Association's  favor.    See Note  6  of  Notes  to
Consolidated Financial Statements.


                              Financial Condition


Liquidity and Capital Resources

   The Association's liquidity  is dependent  upon funds  from operations  and
external sources of financing.   The principal sources of  external short-term
financing are  proceeds  from the  continuous  offering of  Subordinated  Loan
Certificates, an unsecured committed credit facility with a group of banks and
uncommitted letters and  lines of credit.  The Association  has a $250 million
unsecured committed credit facility with nine commercial banks that includes a
five-year  $125 million revolving credit commitment and a $125 million 364-day
line  of credit  commitment.   In  1997,  the Association  established a  $125
million note agreement with an insurance company and  a  bank commitment for a
$50 million  term loan.   At June  28, 1997, the  Association had  unused loan
commitments of $218.6 million and additional unused uncommitted  facilities to
provide loans and letters of credit from banks aggregating $94.5 million.  The
primary sources of external long-term financing  are a note agreement with  an
insurance  company,  proceeds from  the  continuous  offering of  Subordinated
Capital  Certificates of Interest, revolving credit agreements and a term loan
commitment.  See Note 4 of Notes to Consolidated Financial Statements.

   Covenants under  the terms  of  the loan  agreements with  lenders  include
conditions that could limit short-term and  long-term financing available from
various external  sources.   The terms  require a ratio  of current  assets to
current liabilities of not less  than 1.25:1, the ratio of senior  funded debt
to  total capitalization  not to  exceed 40%  and total  funded debt  to total
capitalization not to exceed 50%.  At June 28, 1997, the Association's current
ratio, senior  funded debt  to total capitalization  and total funded  debt to
capitalization,  determined under  the loan agreements,  were 1.48:1,  34% and
44%, respectively.   At June 28, 1997, the Association  was in compliance with
the agreements.  See Note 4 of Notes to Consolidated Financial Statements.

   During 1995, uses  of cash included capital expenditures of  $61.8 million,
$36.7 million for repayments of long-term debt and patronage refunds and other
equity distributions  of $19.5  million.   The funds  for these  investing and
financing activities were  provided primarily by  borrowings of  approximately
$110.0 million  and to a lesser extent,  cash provided by operating activities
of  $7.2 million and the sale of investments in marketable securities totaling
$8.9 million.  Capital expenditures for 1995 included $43.4 million related to
expansion and improvements in poultry operations, as well as $18.0 million for
the acquisition of Agri-Services operations, improvements to retail stores and
the construction of cotton  facilities.  Increases in accounts  receivable and
inventories  during 1995 reflected the growth in poultry production and sales,
the  expansion of Agri-Services retail operations in the Mississippi Delta and
the increase in Southeast cotton production.

   During  1996, the  uses  of  cash included  capital expenditures  of  $74.3
million  and  $28.6 million  for  repayments of  long-term  debt,  as well  as
increases  in operating assets.  Increases in inventories reflected the impact
of higher feed  ingredient prices on  raw materials and  live poultry and  hog
inventories  and  the  increase  in  poultry  prices  on  marketable  products
inventories.   Increased receivables were primarily the result of increases in
crop financing  provided to producers  and the growth  in retail  store sales.
The Association's expansion into cotton procurement and marketing  contributed
to the increase in operating assets.  The funds for these operating activities
were provided by borrowings  of $131.5 million.  Capital expenditures for 1996
included  $54.9   million  for  expansion  and  improvements  in  the  poultry
operations  and $18.6 million in expenditures to acquire retail operations and
construct cotton ginning and warehousing facilities.

   In 1997,  the uses of cash included $76.9 million for capital expenditures,
$55.7  million for long-term debt  repayments and $30.0  million for patronage
refunds  and  other equity  payments.   In  addition, cash  uses  included the
funding of increases in operating assets, such as inventories, receivables and
commodities  margin deposits.    During  1997,  increases in  inventories  and
receivables primarily reflected the  growth in poultry and cotton  operations.
The increase in commodities margin deposits was the result of corn and soybean
futures  contracts  and the  related unrealized  losses associated  with these
positions at June 28, 1997.  See Note 1(c) of Notes to Consolidated  Financial
Statements.   The funds  for these activities  were provided by  borrowings of
$182.8  million.  During 1997, capital expenditures included $65.7 million for
expansion  and improvements in poultry operations and $10.8 million to acquire
retail and cotton operations.

   In  September 1997,  the  Association  acquired the  remaining  3.7 million
shares of  Golden Poultry Company, Inc.  common stock that it  did not already
own.  The  cost to acquire  the outstanding shares  and the fees  and expenses
incurred  or to be  incurred in connection  with the  merger are approximately
$55.1  million.  The Association used a  term loan and its unsecured committed
credit  facility  to fund  the  stock  purchase.   See  Note  11  of Notes  to
Consolidated Financial Statements.  

   The Association  plans capital expenditures of  approximately $90.0 million
in 1998  that primarily include  expenditures for expansion  and technological
advances in poultry production  and processing and  to a lesser extent,  Agri-
Services segment  improvements.   In  addition, planned  capital  expenditures
include  other  asset improvements  and  necessary  replacements.   Management
intends to  finance  planned  1998 capital  expenditures  with  existing  cash
balances  and net margins adjusted for non-cash items and additional long-term
borrowings,  as  needed.   In 1998,  management  expects cash  expenditures to
approximate $4.0  million for equity distributions.   The Association believes
cash  on hand and  cash equivalents at June  28, 1997 and  cash expected to be
provided from operations,  in addition to borrowings  available under existing
credit  arrangements  and  proceeds  from  the sale  of  Subordinated  Capital
Certificates of Interest, will  be sufficient to maintain cash  flows adequate
for the Association's projected growth and operational objectives during 1998.

Important Considerations Related to Forward-Looking Statements

   It should be noted that this discussion contains forward-looking statements
which  are subject  to substantial risks  and uncertainties.   There  are many
factors  which  could cause  actual results  to  differ materially  from those
anticipated  by statements  made herein.   Such  factors include, but  are not
limited to, changes in  general economic conditions, weather, the  growth rate
of the market for the Company's products and services, the availability of raw
inputs, global political events,  the ability of the Association  to implement
changes in sales strategies and organization  on a timely basis, the effect of
competitive products and pricing, and  seasonal revenues, as well as  a number
of  other  risk  factors which  could  effect  the future  performance  of the
Association.

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,  feed
grains, fertilizers and cotton.  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.



            Item 8.    Financial Statements and Supplementary Data.


                                     INDEX

                                                                          Page
GOLD KIST INC.
CONSOLIDATED FINANCIAL STATEMENTS:
Independent Auditors' Reports . . . . . . . . . . . . . . . . . .          20

Consolidated Balance Sheets as of June 29, 1996 and June 28, 1997          22
Consolidated Statements of Operations for the years ended
 July 1, 1995, June 29, 1996 and June 28, 1997  . . . . . . . . .          23
Consolidated Statements of Patrons' and Other Equity for the
 years ended July 1, 1995, June 29, 1996 and June 28, 1997  . . .          24
Consolidated Statements of Cash Flows for the years ended
 July 1, 1995, June 29, 1996 and June 28, 1997  . . . . . . . . .          25
Notes to Consolidated Financial Statements. . . . . . . . . . . .          26

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

FINANCIAL STATEMENT SCHEDULE:

Valuation Reserves for the years ended July 1, 1995, June 29, 1996
 and June 28, 1997  . . . . . . . . . . . . . . . . . . . . . . .         48

 

                        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,  1996 and June 28, 1997, and the  related
consolidated  statements of  operations, patrons' and  other equity,  and cash
flows for each  of the years in  the three-year period ended June  28, 1997 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 and Subsidiaries, a partnership investment accounted for
using the  equity method  of accounting,  as  described in  Note 9(b)  to  the
consolidated financial statements.   The consolidated financial statements  of
Golden Peanut Company 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 and Subsidiaries, is  based solely
on the report of the other auditors.

    We  conducted our audits  in accordance  with generally  accepted auditing
standards.   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, 1996 and June 28, 1997, and the results of their operations and
their cash flows for each of the years in the three-year period ended June 28,
1997,  in conformity with generally  accepted accounting principles.   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.

    As discussed in notes 1 and 9(a) to the consolidated financial statements,
the  Company changed its method of accounting  for certain investments in debt
and equity securities in 1995.


                                    KPMG Peat Marwick LLP


Atlanta, Georgia
September 5, 1997 


                        REPORT OF INDEPENDENT AUDITORS



Partnership Committee
Golden Peanut Company 

    We have audited the  consolidated balance sheets of Golden  Peanut Company
and Subsidiaries (the  "Partnership") as of  June 30, 1996  and 1997, and  the
related  consolidated statements  of  operations, partners'  equity, and  cash
flows for  each of  the three years  in the  period ended  June 30, 1997  (not
presented   separately  herein).      These  financial   statements  are   the
responsibility  of the  Partnership's management.   Our  responsibility is  to
express an opinion on these financial statements based on our audits.

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

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Golden Peanut
Company and  Subsidiaries  at June  30, 1996  and 1997,  and the  consolidated
results of  their operations and their cash flows  for each of the three years
in the  period ended  June 30,  1997,  in conformity  with generally  accepted
accounting principles.
  

                                                Ernst & Young LLP


Atlanta, Georgia
August 29, 1997, except for
Note 11 as to which the
date is September 5, 1997

<TABLE>

                                            GOLD KIST INC.

                                      CONSOLIDATED BALANCE SHEETS

                                        (Amounts in Thousands)

<CAPTION>
                                                                        June 29, 1996    June 28, 1997
                                                ASSETS
<S>                                                                         <C>              <C>     
Current assets:
 Cash and cash equivalents  . . . . . . . . . . . . . . . . . . .           $ 20,562           17,921
 Receivables, principally trade, including notes receivable of
   $68.9 million in 1996 and $73.2 million in 1997, less
   allowance for doubtful accounts of $7,726 in 1996 and
   $8,836 in 1997 . . . . . . . . . . . . . . . . . . . . . . . .            242,411          250,359
 Inventories (note 2)   . . . . . . . . . . . . . . . . . . . . .            270,367          295,977
 Commodities margin deposits  . . . . . . . . . . . . . . . . . .             21,397           56,570
 Other current assets   . . . . . . . . . . . . . . . . . . . . .             17,807           23,692

   Total current assets . . . . . . . . . . . . . . . . . . . . .            572,544          644,519
Investments (note 9)  . . . . . . . . . . . . . . . . . . . . . .            104,728          132,683
Property, plant and equipment, net (note 3) . . . . . . . . . . .            255,728          295,174
Other assets  . . . . . . . . . . . . . . . . . . . . . . . . . .             42,960           47,460
                                                                            $975,960        1,119,836
                                                                                                     

                                        LIABILITIES AND EQUITY
Current liabilities:
 Notes payable and current maturities of long-term debt (note 4):
   Short-term borrowings  . . . . . . . . . . . . . . . . . . . .           $112,800          178,900
   Subordinated loan certificates . . . . . . . . . . . . . . . .             30,574           36,466
   Current maturities of long-term debt . . . . . . . . . . . . .             27,089           15,188
                                                                             170,463          230,554
 Accounts payable   . . . . . . . . . . . . . . . . . . . . . . .            126,340          149,347
 Accrued compensation and related expenses  . . . . . . . . . . .             32,590           30,761
 Patronage refund and other equity payable in cash  . . . . . . .             24,043             -   
 Interest left on deposit (note 4)  . . . . . . . . . . . . . . .             12,119           11,396
 Other current liabilities  . . . . . . . . . . . . . . . . . . .             22,532           13,192
   Total current liabilities  . . . . . . . . . . . . . . . . . .            388,087          435,250
Long-term debt, excluding current maturities (note 4) . . . . . .            188,948          256,039
Accrued postretirement benefit costs (note 7(b))  . . . . . . . .             40,271           43,683
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . .              4,072           10,331
   Total liabilities  . . . . . . . . . . . . . . . . . . . . . .            621,378          745,303

Minority interest (note 11) . . . . . . . . . . . . . . . . . . .             28,172           28,458

Patrons' and other equity (note 5):
 Common stock, $1.00 par value - Authorized 500 shares;
   issued and outstanding 36 in 1996 and 32 in 1997 . . . . . . .                 36               32
 Patronage reserves   . . . . . . . . . . . . . . . . . . . . . .            209,140          203,988
 Unrealized gain on marketable equity security (note 9(a))  . . .             20,978           32,749
 Retained earnings  . . . . . . . . . . . . . . . . . . . . . . .             96,256          109,306
   Total patrons' and other equity  . . . . . . . . . . . . . . .            326,410          346,075
Commitments and contingent liabilities (notes 7 and 8)                                               
                                                                            $975,960        1,119,836
                                                                                    

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


                                            GOLD KIST INC.

                                 CONSOLIDATED STATEMENTS OF OPERATIONS

                                        (Amounts in Thousands)

<CAPTION>

                                                                     Years Ended                   
                                                    July 1, 1995     June 29, 1996     June 28, 1997
<S>                                                  <C>                <C>               <C>      
Net sales volume  . . . . . . . . . . . . . . . .    $1,688,537         1,955,569         2,289,044
Cost of sales . . . . . . . . . . . . . . . . . .     1,522,063         1,731,448         2,105,577
  Gross margins   . . . . . . . . . . . . . . . .       166,474           224,121           183,467
Distribution, administrative and general expenses       131,410           155,664           167,665
  Net operating margins   . . . . . . . . . . .          35,064            68,457            15,802

Other income (deductions):
  Interest income   . . . . . . . . . . . . . . .         8,779             9,946            13,361
  Interest expense  . . . . . . . . . . . . . . .       (17,525)          (21,065)          (26,951)
  Equity in earnings (loss) of partnership
   (note 9(b))  . . . . . . . . . . . . . . . . .        (9,625)           (1,181)            5,807
  Gain on sale of investments   . . . . . . . . .         3,070              -                 -   
  Miscellaneous, net  . . . . . . . . . . . . . .         5,823             5,962             2,268
       Total other deductions   . . . . . . . . .        (9,478)           (6,338)           (5,515)
  Margins before income taxes  
       and minority interest      . . . . . . . .        25,586            62,119            10,287
Income tax expense (benefit)-(note 6) . . . . . .        13,094            20,757            (3,446)
  Margins before minority interest  . . . . . . .        12,492            41,362            13,733
Minority interest . . . . . . . . . . . . . . . .          (741)           (4,330)           (1,843)
  Net margins   . . . . . . . . . . . . . . . . .    $   11,751            37,032            11,890


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

<TABLE>
                                            GOLD KIST INC.

                         CONSOLIDATED STATEMENTS OF PATRONS' AND OTHER EQUITY

                   For the Years Ended July 1, 1995, June 29, 1996 and June 28, 1997

                                        (Amounts in Thousands)

<CAPTION>
                                                                           Unrealized 
                                                                            gain on   
                                                                           marketable              
                                                 Common     Patronage        equity       Retained  
                                       Total     stock      reserves        security     earnings  
<S>                                  <C>          <C>        <C>             <C>         <C>
June 25, 1994 . . . . . . . . . .    $296,662        79      219,164            -         77,419
   Net margins for 1995 . . . . .      11,751         -       12,590            -           (839)
   Nonqualified patronage refund
     and other equity payable
     in cash. . . . . . . . . . . . .  (8,941)       -        (8,941)           -           -   
   Redemptions and other changes       (3,013)      (17)      (5,959)           -          2,963
   Implementation of change in
     accounting for marketable
     equity security (note 9(a)).      18,531        -          -             18,531        -   
July 1, 1995  . . . . . . . . . .     314,990        62      216,854          18,531      79,543
   Net margins for 1996 . . . . .      37,032        -        21,700            -         15,332
   Nonqualified patronage refund
     and other equity payable
     in cash. . . . . . . . . . .     (24,212)       -       (24,212)           -              -
   Redemptions and other changes       (3,847)      (26)      (5,202)           -          1,381
   Change in value of marketable
     equity security (note 9(a))        2,447        -          -              2,447        -   
June 29, 1996 . . . . . . . . . .     326,410        36      209,140          20,978      96,256
   Net margins for 1997 . . . . .      11,890        -          -               -         11,890
   Redemptions and other changes       (3,996)       (4)      (5,152)           -          1,160
   Change in value of marketable
     equity security (note 9(a)).      11,771        -          -             11,771        -   
June 28, 1997 . . . . . . . . . .    $346,075        32      203,988          32,749     109,306




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

                                            GOLD KIST INC.

                                 CONSOLIDATED STATEMENTS OF CASH FLOWS

                                        (Amounts in Thousands)

<CAPTION>
                                                                     Years Ended                   
                                                   July 1, 1995      June 29, 1996     June 28, 1997
<S>                                                   <C>                <C>               <C>
Cash flows from operating activities:
 Net margins  . . . . . . . . . . . . . . . . .       $ 11,751             37,032            11,890
 Non-cash items included in net margins:
  Depreciation and amortization   . . . . . . .         38,085             40,063            39,422
  (Gains) losses on sales of assets   . . . . .         (3,459)               101               148
  Equity in (earnings) loss of partnership  . .          9,625              1,181            (5,807)
  Deferred income tax benefit   . . . . . . . .         (6,650)            (2,250)           (1,951)
  Patronage refunds from other cooperatives   .         (1,447)            (3,970)           (5,642)
  Other   . . . . . . . . . . . . . . . . . . .          3,390              2,455             1,048
 Changes in operating assets and liabilities:      
  Receivables   . . . . . . . . . . . . . . . .        (28,466)           (53,231)           (7,948)
  Inventories   . . . . . . . . . . . . . . . .        (28,521)           (43,379)          (25,610)
  Commodities margin deposits   . . . . . . . .         (2,512)           (18,590)          (35,173)
  Other current assets  . . . . . . . . . . . .           (870)            (1,971)            2,043
  Accounts payable and accrued expenses   . . .         15,117             20,917             5,403
  Interest left on deposit  . . . . . . . . . .          1,153              1,626              (723)

     Net cash provided by (used in) operating
        activities  . . . . . . . . . . . . . .          7,196            (20,016)          (22,900)
Cash flows from investing activities:
 Acquisitions of investments  . . . . . . . . .         (5,093)            (4,356)           (1,293)
 Acquisitions of property, plant and equipment         (61,762)           (74,262)          (76,922)
 Proceeds from disposal of investments  . . . .          8,942                200               104
 Proceeds from sales of loans   . . . . . . . .          4,925             10,052              -   
 Other  . . . . . . . . . . . . . . . . . . . .         (7,179)             2,406               784
     Net cash used in investing activities  . .        (60,167)           (65,960)          (77,327)

Cash flows from financing activities:
 Short-term borrowings, net   . . . . . . . . .         60,286             45,211            71,992
 Proceeds from long-term debt   . . . . . . . .         49,752             86,296           110,846
 Principal payments of long-term debt   . . . .        (36,676)           (28,557)          (55,656)
 Patronage refunds and other equity paid in cash       (19,464)           (13,009)          (29,596)

     Net cash provided by financing activities.         53,898             89,941            97,586
     Net change in cash and cash equivalents  .            927              3,965            (2,641)

Cash and cash equivalents at beginning of year          15,670             16,597            20,562
Cash and cash equivalents at end of year  . . .     $   16,597             20,562            17,921
                                                                                                   
Supplemental disclosure of cash flow data:
 Cash paid during the years for:
  Interest (net of amounts capitalized)   . . .     $   18,792             18,327            25,761
                                                                                 
  Income taxes  . . . . . . . . . . . . . . . .     $   21,144             20,676            11,173
                                                   


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



                                GOLD KIST INC.
 
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 July 1, 1995, June 29, 1996 and June 28, 1997

                         (Dollar Amounts in Thousands)


(1)   Summary of Significant Accounting Policies

   Gold  Kist  Inc.  is  a  diversified  agricultural  membership  cooperative
association, headquartered  in  Atlanta,  Georgia.    Gold  Kist  Inc.  serves
approximately 31,000 active farmer members and other cooperative  associations
located  principally  in  the southeastern  United  States.    Gold Kist  Inc.
operates poultry and pork production  facilities providing both marketing  and
purchasing   services  to  producers.    Gold  Kist  Inc.  also  purchases  or
manufactures feed,  seed, fertilizers, pesticides, animal  health products and
other farm  supply items for sale at wholesale and retail.  Additionally, Gold
Kist  Inc. is  engaged in  the  processing, storage  and marketing  of cotton,
serves as  a contract procurement agent for, and stores, farm commodities such
as soybeans  and grain,  and is a  partner in  a major  peanut processing  and
marketing business and in a pecan processing and marketing business.

   The  accounting and reporting policies  of Gold Kist  Inc. and subsidiaries
conform to  generally accepted accounting principles 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  wholly  and   majority  owned
      subsidiaries  (collectively   "Gold  Kist"   or  "Association").     All
      significant intercompany balances and transactions  have been eliminated
      in consolidation.  Certain  reclassifications have been made to the 1995
      and  1996   consolidated  financial   statements  to   conform  to   the
      presentation in the 1997 consolidated financial statements.
  
   (b)   Cash and Cash Equivalents

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

   (c)   Inventories

         Merchandise  for sale  includes feed, fertilizers,  seed, pesticides,
      equipment and general farm  supplies purchased  or manufactured by  Gold
      Kist  for  sale  to  agricultural   producers  and  consumers.     These
      inventories are stated,  generally, on the  basis of the  lower of  cost
      (first-in, first-out or average) or market.

         Live poultry and hogs consist of broilers, breeding stock and  market
      hogs.   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   and  fertilizer
      ingredients,  uncleaned  seed, 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
      poultry and other animal feed  ingredient purchases.  Futures  contracts
      are  recognized when  closed and option  contracts are  accounted for at
      market.    Gains or  losses  on  futures  and  options transactions  are
      included as a part of product cost.


                                GOLD KIST INC.

             Notes to Consolidated Financial Statements, Continued

                         (Dollar Amounts in Thousands)


         At June 28,  1997, Gold Kist had unrealized commodity  futures losses
      of  $36.8 million  related  to its  hedging of  a  portion of  its  1998
      poultry feed  ingredients requirements.   These  futures positions  were
      closed in July 1997  resulting in realized losses of approximately $48.6
      million which  will  be  reflected in  the  1998 consolidated  financial
      statements as an adjustment in product cost.

         Marketable  products  consist   primarily  of  dressed  and   further
      processed  poultry   and  cotton.     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)   Property, Plant and Equipment

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

   (e)   Investments

         Investments in other  cooperatives are recorded  at cost  and include
      the  amount  of  patronage  refund  certificates  and  patrons' equities
      allocated,  less distributions  received.    These investments  are  not
      readily marketable  and quoted  market prices  are not  available, as  a
      result, it is not  practical to determine these investment's 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.
 
         Effective  June  26,  1994,  Gold  Kist  adopted  the  provisions  of
      Statement  of  Financial  Accounting  Standards  No.   115  (SFAS  115),
      "Accounting  for Certain  Investments in  Debt and Equity  Securities." 
      Pursuant to the provisions of  SFAS 115, the Association  has classified
      its marketable equity  security and collateralized loans as  "available-
      for-sale."   "Available-for-sale" securities  are those  the Association
      intends  to hold for  a period  of time  and are  not acquired  with the
      intent of selling  them in the near term.   Unrealized gains  and losses
      on "available-for-sale" securities are included as  a separate component
      of patrons' and other equity  in the accompanying financial  statements,
      net of  deferred income taxes.   Upon  initial application of  SFAS 115,
      Gold Kist recorded  an increase to investments  of $20.5 million  and to
      patrons'  and other  equity  of $12.9  million  (net of  deferred income
      taxes of  $7.6 million) related to  the marketable  equity security (see
      note   9(a)).     Management  believes   the  carrying   value   of  the
      collateralized  loans  approximate market  value  and,  accordingly,  no
      adjustment   has  been   recognized   in   the  accompanying   financial
      statements.

         Gold Kist's  investment in the  Golden Peanut  Company partnership is
      accounted  for  using  the   equity  method  (see  note  9(b)).    Other
      investments accounted for under the equity method are not significant.

   (f)   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 utilized
      nonqualified patronage  refunds in  1995 and 1996  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.

   (g)   Fair Value of Financial Instruments

         Gold Kist's financial instruments include cash and cash  equivalents,
      commodities  margin  deposits,  accounts  receivables  and payables  and
      accrued  expenses, notes  receivable  and debt.    Because of  the short
      maturity  of cash  equivalents,  accounts  receivable and  payables  and
      accrued  expenses,  interest left  on  deposit, certain  short-term debt
      which matures  in less than  one year and  long-term debt with  variable
      interest  rates,  the  carrying  value  approximates  fair  value.   All
      financial instruments  are considered to  have an  estimated fair  value
      which approximates carrying  value at June  29, 1996  and June 28,  1997
      unless otherwise specified (see notes 1(e) and 4).

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

         Gold  Kist adopted the provisions of SFAS No. 121, Accounting for the
      Impairment  of  Long-Lived  Assets  and  for  Long-Lived  Assets  to  Be
      Disposed Of (SFAS 121), on June 30,  1996.  SFAS 121 requires that long-
      lived  assets  and  certain  identifiable  intangibles  be  reviewed for
      impairment whenever  events or  changes in  circumstances indicate  that
      the carrying amount  of an asset may not be recoverable.  Recoverability
      of  assets  to be  held  and used  is measured  by  a comparison  of the
      carrying amount of  an asset  to future net  cash flows  expected to  be
      generated by the  asset.  If such assets  are considered to be impaired,
      the impairment to be  recognized is measured by the amount by  which the
      carrying  amount of  the assets  exceed  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.  Adoption of  SFAS 121 did not
      have  a material  impact on Gold  Kist's financial  position, results of
      operations or liquidity.

   (i)   Fiscal Year

         Gold  Kist  employs  a  52/53 week  fiscal  year.   The  consolidated
      financial  statements  for 1995,  1996 and  1997 reflect  53, 52  and 52
      weeks, respectively.  Fiscal 1998 will be a 52 week year.

   (j)   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
      financial statements  in conformity  with generally  accepted accounting
      principles.  Actual results could differ from these estimates.



                                GOLD KIST INC.

             Notes to Consolidated Financial Statements, Continued

                         (Dollar Amounts in Thousands)



(2)   Inventories

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

                                                1996       1997   
            <S>                               <C>          <C>   
            Merchandise for sale. . . . .     $ 83,886      86,810
            Live poultry and hogs . . . . .     95,682     101,579
            Marketable products - poultry .     40,047      35,814
            Marketable products - cotton  .     11,258      27,442
            Raw materials and supplies  . .     39,494      44,332            
                                              $270,367     295,977
</TABLE>

(3)   Property, Plant and Equipment

   Property, plant and equipment is summarized as follows:
<TABLE>
<CAPTION>
                                                1996       1997   
            <S>                               <C>          <C>   
            Land and land improvements. . .   $ 33,268      37,435
            Buildings . . . . . . . . . . .    188,845     203,110
            Machinery and equipment . . . .    368,118     403,076
            Construction in progress  . . .     16,833      29,364
                                               607,064     672,985
            Less accumulated depreciation .    351,336     377,811

                                              $255,728     295,174
</TABLE>

(4)   Notes Payable and Long-Term Debt

   At June 28, 1997,  the Association had  a $250 million unsecured  committed
credit facility with nine commercial banks.  The facility includes a five-year
$125 million revolving credit  commitment and a $125  million 364-day line  of
credit commitment.   As of June  28, 1997, borrowings  of $65 million and  $95
million, respectively, were outstanding under the revolving credit and 364-day
line-of-credit commitments.  The five-year revolving  credit agreement expires
on August 9,  2001, but may be extended twice  for successive one-year periods
with the  consent of the  banks.  The  revolving credit  facility fee and  the
commitment fees on the unused portion of the revolving credit will be computed
quarterly based on the Association's ratio of funded debt to total capital and
will not exceed  .20% per annum.   The 364-day line of  credit provides short-
term financing that  will expire in August 1998  and may be extended  with the
consent  of the banks.   The 364-day line  of credit is subject  to a .16% per
annum facility  fee.   Borrowings under  the $250  million facility will  bear
variable  interest rates  at  or  below prime.    Also,  the facility  permits
competitive bid interest rates by the participating banks.  

   At June 28, 1997,  Golden Poultry Company, Inc., a subsidiary of Gold Kist,
had borrowings  of $36.4 million  under unsecured committed  credit facilities
totaling  $45.0  million.    These revolving  credit  facilities  will  expire
subsequent to the  merger of Golden  Poultry Company, Inc.  with Gold Kist  in
September 1997 (see note 11).
  
   In February  1997, Gold  Kist established  a shelf note  agreement with  an
insurance  company,  whereby the  insurance company  may  purchase up  to $125
million  of senior promissory  notes.   In February  1997, Gold Kist  sold $30
million  of 7.6%  Series A Senior  Notes and in  May 1997, Gold  Kist sold $25
million of 7.94% Series B Senior Notes.  At Gold Kist's request, the insurance
company  may  purchase  an additional  $70  million  of  senior notes  through
February 1999.  



                                GOLD KIST INC.

             Notes to Consolidated Financial Statements, Continued

                         (Dollar Amounts in Thousands)


   At  June  28,  1997,  Gold  Kist  had  other  borrowings of  $85.5  million
outstanding under uncommitted loans and letters of credit facilities.  At June
28,  1997, Gold  Kist had  other unused  long-term  loan commitments  of $50.0
million  and additional uncommitted facilities to provide loans and letters of
credit  from banks aggregating  approximately $94.5 million.   These unsecured
borrowings bear interest at rates below prime.

   Subordinated  loan  certificates of  $30.6 million  at  June 29,  1996 bore
interest at rates of 5.5%  to 6.4% with terms of one year  and were unsecured.
At  June  28,  1997, subordinated  loan  certificates  outstanding  were $36.5
million bearing interest at rates of 5.75% to 6.4%.

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

   Long-term debt is summarized as follows:
<TABLE>
<CAPTION>
                                                                              1996           1997   
   <S>                                                                        <C>             <C> 
   Unsecured senior notes payable:
     9.375% interest notes, due in semi-annual installments of $5,500
      with interest payable semiannually  . . . . . . . . . . . . . . . .    $ 11,000          -    
     9.90% interest notes, due in semi-annual installments of $1,539
      with interest payable semiannually  . . . . . . . . . . . . . . . .       9,230          6,152
     9.35% interest note, due in a single installment in June 2001 with
      interest payable quarterly  . . . . . . . . . . . . . . . . . . . .      20,000         20,000
     7.60% interest notes, due in annual installments of $2,727 beginning
      in February 2002 with interest payable quarterly  . . . . . . . . .        -            30,000
     7.94% interest notes, due in annual installments of $2,272 beginning
      in May 2002 with interest payable quarterly   . . . . . . . . . . .        -            25,000
   Other long term debt:
     Subordinated capital certificates of interest with fixed maturities
      ranging from two to fifteen years, unsecured (weighted average
      interest rate of 7.2% at June 29, 1996 and 7.3% at June 28, 1997)        59,431         63,714
     Revolving credit agreements with commercial banks (weighted average
      rate of 5.7% at June 29, 1996 and 6.0% at June 28, 1997)  . . . . .      50,000        101,350
     Borrowings under uncommitted lines of credit (weighted average rate of 
      5.8% at June 29, 1996).   . . . . . . . . . . . . . . . . . . . . .      40,000           -   
     Tax exempt industrial revenue bonds with varying interest rates due in
      quarterly and annual installments through 2016, secured by property,
      plant and equipment   . . . . . . . . . . . . . . . . . . . . . . .      18,500         18,050
     Pro rata share of mortgage loan, at 8.47% interest, due in monthly
      installments to June 30, 2004, secured by a building (note 3)   . .       2,306          2,100
     Other    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       5,570          4,861

                                                                              216,037        271,227
   Less current maturities  . . . . . . . . . . . . . . . . . . . . . . .      27,089         15,188
                                                                             $188,948        256,039
</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 unsecured  senior notes
payable at June 29, 1996 and June 28, 1997 was approximately $43.0 million and
$83.1 million, respectively.



                                GOLD KIST INC.

             Notes to Consolidated Financial Statements, Continued

                         (Dollar Amounts in Thousands)


     In June  1997, Gold  Kist entered  into two  notional amount $25  million
interest  rate swap  agreements with  a commercial  bank.   Under a  five-year
interest rate swap, the Company will pay interest at a fixed rate of 6.48% and
receive interest  at the  three-month London  Interbank Offered  Rate (LIBOR).
Under a ten  year interest  rate swap, the  Company will  pay interest at  the
three-month LIBOR and receive interest at a fixed rate of 7.44%.  Beginning in
June  1998, the  commercial  bank  has an  option  to  terminate the  ten-year
interest rate swap at any quarterly payment date.

     The terms of  debt agreements specify minimum working capital,  net worth
and current ratio requirements.   The debt agreements also place  a limitation
on equity distribution,  cash patronage refunds and additional loans, advances
or investments.   The limitation  provides for a  carryover to 1998  of unused
amounts,  $10.1 million as of June  28, 1997, and is increased  by 50% of Gold
Kist's net margins (or minus 100% of a net loss) before any gains or losses on
disposals of capital assets or equity in unremitted earnings of any affiliate.

     Annual required principal repayments on long-term debt for the five years
subsequent to June 28, 1997 are as follows:
<TABLE>
<CAPTION>

         Year:
         <S>                                                     <C>    
         1998 . . . . . . . . . . . . . . . . . . . . . . . .   $15,188
         1999 . . . . . . . . . . . . . . . . . . . . . . . . .  16,402
         2000 . . . . . . . . . . . . . . . . . . . . . . . . .   7,340
         2001 .  . . . . . . . . . . . . . . . . . . . . . . .   25,232
         2002 .  . . . . . . . . . . . . . . . . . . . . . . .   17,782
</TABLE>
 
(5)  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 allocated  undistributed member  margins less
taxes  paid on nonqualified equity.   Patronage reserves  do not bear interest
and  are subordinated to all certificates outstanding and indebtedness of Gold
Kist.  Patronage reserves  may be revolved and  paid at the discretion of  the
Board of Directors.

   Retained  earnings include  the cumulative  net margins  (losses) resulting
from  nonmember  and   nonpatronage  transactions,  including   noncooperative
subsidiaries.   Also included are  amounts related to the  early redemption of
notified  equity, representing the difference  between the face  value and the
redemption amounts.

(6)  Income Taxes

   The  provisions  for income  tax  expense  (benefit), principally  Federal,
consist of the following:

<TABLE>
<CAPTION>
                                                  1995      1996      1997  
   <S>                                           <C>        <C>       <C>   
   Current expense (benefit)  . . . . . . . .    $19,744    23,007    (1,495)
   Deferred benefit . . . . . . . . . . . . .     (6,650)   (2,250)   (1,951)
                                                 $13,094    20,757    (3,446)

</TABLE>

   The deferred income tax effect of the unrealized  gain on marketable equity
security has been charged as a component of patrons' and other equity for 1996
and 1997.


                                GOLD KIST INC.

             Notes to Consolidated Financial Statements, Continued

                         (Dollar Amounts in Thousands)


   Gold  Kist's combined federal and state effective tax rates from operations
for  1995,  1996  and  1997  were  51%,  33%,  and  (33)%,  respectively.    A
reconciliation of  income tax  expense (benefit)  from operations  computed by
applying the Federal corporate income tax  rate of 35% in 1995, 1996 and  1997
to margins before  income taxes,  minority interest and  cumulative effect  of
accounting changes for the applicable year follows:

<TABLE>
<CAPTION>

                                                                 1995           1996          1997  
   <S>                                                           <C>           <C>           <C>   
   Computed expected income tax expense . . . . . . . . . .      $8,955        21,742         3,600
   Increase (decrease) in income tax expense resulting from:
     Income tax litigation  . . . . . . . . . . . . . . . .       5,520          -           (5,207)
     Cash portion of nonqualified patronage refund  . . . .      (1,031)         (986)         -   
     Effect of state income taxes, net of Federal benefit .         447           970          (531)
     Nonqualified equity redemptions  . . . . . . . . . . .        (490)         (886)         (831)
     Target jobs credits  . . . . . . . . . . . . . . . . .        (499)          (11)         (344)
     Other, net . . . . . . . . . . . . . . . . . . . . . .         192           (72)         (133)
                                                                $13,094        20,757        (3,446)
</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,
1996 and June 28, 1997 are as follows:
<TABLE>
<CAPTION>
                                                                                1996          1997  
   <S>                                                                         <C>           <C>      
   Deferred tax assets:
     Postretirement benefits  . . . . . . . . . . . . . . . . . . . . .        $15,589        16,920
     Insurance accruals . . . . . . . . . . . . . . . . . . . . . . . .          8,059         8,822
     Equity in partnerships . . . . . . . . . . . . . . . . . . . . . .          2,618          -   
     Bad debt reserves  . . . . . . . . . . . . . . . . . . . . . . . .          3,156         3,661
     State tax operating loss carryforwards . . . . . . . . . . . . . .          1,406         1,850
     Other  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          1,426         2,372
      Total gross deferred tax assets   . . . . . . . . . . . . . . . .         32,254        33,625
     Less valuation allowance . . . . . . . . . . . . . . . . . . . . .         (1,406)       (1,078)

      Net deferred tax assets   . . . . . . . . . . . . . . . . . . . .         30,848        32,547

   Deferred tax liabilities:
     Unrealized gain on marketable equity security  . . . . . . . . . .        (13,116)      (17,634)
     Accelerated depreciation . . . . . . . . . . . . . . . . . . . . .         (1,245)       (2,167)
     Deferred compensation  . . . . . . . . . . . . . . . . . . . . . .         (3,371)       (3,604)
     Equity in partnerships . . . . . . . . . . . . . . . . . . . . . .           -             (245)
      Total deferred tax liabilities  . . . . . . . . . . . . . . . . .        (17,732)      (23,650)
      Net deferred tax assets   . . . . . . . . . . . . . . . . . . . .       $ 13,116         8,897

</TABLE>

   The net change  in the total valuation allowance for  the years ended 1995,
1996 and 1997 was  an increase of $71, a  decrease of $578, and a  decrease of
$328, respectively.   The Association's management  believes the existing  net
deductible temporary differences comprising the  total net deferred tax assets
will reverse during  periods in  which the Association  generates net  taxable
income.  


                                GOLD KIST INC.

             Notes to Consolidated Financial Statements, Continued

                         (Dollar Amounts in Thousands)



   During  1993, the Internal Revenue  Service (IRS) concluded its examination
of  Gold Kist's  1987 through  1989 Federal  income tax  returns and  issued a
notice of deficiency.  In  April 1994, the remaining issue, whether  Gold Kist
must  recognize  taxable income  related to  the  redemption of  its qualified
notified equity  at less  than face  amount, was  litigated before  the United
States Tax Court.  An adverse decision was received from the Tax Court on June
26,  1995.  In April 1997, the  Eleventh Circuit Court of Appeals reversed the
decision of  the  Tax Court  in favor  of Gold  Kist.   The Appellate  Court's
decision  was not appealed by the IRS and the accrued tax liability related to
this issue has been reversed in the 1997 financial statements.

(7)  Employee Benefits

   (a)   Pension Plans

         Gold Kist has noncontributory defined benefit pension plans  covering
      substantially  all of  its employees  and directors  and an  affiliate's
      employees (participants).  The  plan covering the  salaried participants
      provides pension  benefits that are based on the employees' compensation
      during the years before retirement  or other termination of  employment.
      The  plan  covering the  hourly  participants provides  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.

      Net periodic  pension  expense for  1995,  1996  and 1997  included  the
following components:
<TABLE>
<CAPTION>
                                                              1995          1996          1997  

      <S>                                                   <C>           <C>           <C>     
      Service cost - benefits earned during the year  .     $  3,429         4,092         4,226
      Interest cost on projected benefit obligations  .        6,949         7,426         8,006
      Actual return on plan assets  . . . . . . . . . .      (11,393)      (27,724)      (19,118)
      Net amortization and deferral   . . . . . . . . .        1,208        16,799         7,127
         Net periodic pension expense . . . . . . . . .     $    193           593           241
</TABLE>


                                GOLD KIST INC.

             Notes to Consolidated Financial Statements, Continued

                         (Dollar Amounts in Thousands)


         The following  table sets  forth the  plans' funded  status,  amounts
      recognized in the consolidated balance sheets at June 29, 1996  and June
      28, 1997 and economic assumptions:
<TABLE>
<CAPTION>
                                                                             1996         1997  
         <S>                                                                <C>           <C> 
         Actuarial present value of benefit obligations:
            Vested participants . . . . . . . . . . . . . . . . . .        $ 88,287       90,256
            Nonvested . . . . . . . . . . . . . . . . . . . . . . .           7,088        7,410
               Total accumulated benefit obligations  . . . . . . .        $ 95,375       97,666
                                                         
         Projected benefit obligations for services
            rendered to date  . . . . . . . . . . . . . . . . . . .        $111,251      116,670

         Plan assets for benefits:
            Plan assets at fair value . . . . . . . . . . . . . . .        $145,148      156,673
            Prepaid pension cost included in other
             assets in consolidated balance sheets  . . . . . . . .         (18,179)     (19,721)
               Net plan assets  . . . . . . . . . . . . . . . . . .        $126,969      136,952

         Plan assets in excess of projected benefit
               obligations  . . . . . . . . . . . . . . . . . . . .       $  15,718       20,282


         Consisting of:
            Unrecognized net asset existing at the date of adoption      $    8,318        7,116
               Unrecognized net gain/(loss) from past experience
                  different from that assumed and effects of changes
                  in assumptions  . . . . . . . . . . . . . . . . .          13,824       18,889
               Prior service cost not yet recognized in net periodic
                  pension cost  . . . . . . . . . . . . . . . . . .          (6,424)      (5,723)
                                                                          $  15,718       20,282
     
         Actuarial assumptions:
            Weighted-average discount rate  . . . . . . . . . . . .            8.00%        8.25%
            Weighted-average expected long-term rate of return on
             plan assets  . . . . . . . . . . . . . . . . . . . . .            9.50%        9.50%
            Weighted-average rate of compensation increase  . . . .            5.50%        5.50%
</TABLE>

            The unrecognized net  asset existing  at the date  of adoption  of
      Statement  of Financial  Accounting Standards No.  87 is being amortized
      over the remaining service lives of the participants.




                                GOLD KIST INC.

             Notes to Consolidated Financial Statements, Continued

                         (Dollar Amounts in Thousands)
    

   (b)   Other Postretirement Benefits

         Gold Kist provides health  care and death  benefits to  substantially
      all  retired  employees,  covered dependents  and  their  beneficiaries.
      Generally, employees who have attained  age 55 and who have  10 years of
      service are  eligible for these benefits.   In  addition, employees with
      less  than 10  years of  service who  retired  before July  1,  1992 are
      eligible  for these benefits.   The health care and  death benefit plans
      are  contributory  and  coverages   increase  with  increased  years  of
      service.

         Postretirement health and death  benefit expense for  1995, 1996  and
      1997 included the following components:
<TABLE>
<CAPTION>
                                                                     1995      1996      1997   
         <S>                                                       <C>        <C>        <C>  
         Service cost - benefits earned during the year . . .      $1,742     2,029      2,452
         Interest cost  . . . . . . . . . . . . . . . . . . .       2,645     2,998      3,508
         Net amortization and deferral  . . . . . . . . . . .         (18)       80         80
            Net postretirement health and death benefit
               expense  . . . . . . . . . . . . . . . . . . .      $4,369     5,107      6,040

</TABLE>

         Gold Kist's postretirement benefit plans are not funded.  The  status
   of the plans at June 29, 1996 and June  28,  1997 was as follows:
<TABLE>
<CAPTION>
                                                                                 1996      1997 
         Actuarial present value of accumulated postretirement                        
         benefit obligation:
            <S>                                                               <C>         <C>   
            Retirees  . . . . . . . . . . . . . . . . . . . . . . . . .       $18,010     21,130
            Fully eligible active plan participants . . . . . . . . . .        10,188     11,786
            Other active plan participants  . . . . . . . . . . . . . .        16,571     20,245
                                                                               44,769     53,161
            Unrecognized net loss from experience differences . . . . .        (2,737)    (7,332)
                                                                              $42,032     45,829
</TABLE>

         The health  care cost trend  rate used to  determine the  accumulated
      postretirement benefit  obligation at  June 29, 1996  was 8%,  declining
      ratably to 5% by the year 2001  and remaining at that level  thereafter.
      The health  care  cost trend  rate  used  to determine  the  accumulated
      postretirement  benefit obligation at  June 28,  1997 was  7%, declining
      ratably to 5% by the year 2001  and remaining at that level  thereafter.
      The  discount rate  used  to  determine the  accumulated  postretirement
      benefit obligation  was 8.00%  at June 29,  1996 and  8.25% at June  28,
      1997, respectively.   A 1% increase in the  health care cost  trend rate
      for  each  year would  increase  the accumulated  postretirement benefit
      obligation for  health care benefits at  June 28,  1997 by approximately
      13% and net postretirement health care cost by 14%.





                                GOLD KIST INC.

             Notes to Consolidated Financial Statements, Continued

                         (Dollar Amounts in Thousands)


(8)  Contingent Liabilities and Commitments

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

   Gold  Kist received proceeds of  $20.0 million, $5.0  million, $4.9 million
and  $10.2 million  during  1993,  1994,  1995  and  1996,  respectively,  for
collateralized  loans sold  with recourse  to an  insurance company,  of which
$17.4  million  was outstanding  at  June  28,  1997.   No  gain  or loss  was
recognized on  the sale of these  loans.  A  $264 thousand allowance  has been
recognized in the accompanying consolidated financial statements for potential
losses that may occur.   As of June 28, 1997, there have been no credit losses
related to the loans guaranteed under this agreement.

   Gold  Kist is  a guarantor  of amounts  outstanding under  a  $65.0 million
secured loan  agreement between a commercial  bank and Young Pecan  Company, a
pecan  processing and marketing  partnership in  which Gold  Kist holds  a 25%
equity  interest and 35%  earnings (loss) allocation.   At June  28, 1997, the
amounts outstanding under this facility were $42.4 million.

(9)  Investments

   (a)   Marketable Equity Security

         As discussed  in Note 1(e), Gold  Kist adopted SFAS  115 at  June 26,
      1994,  changing the  method  of  accounting for  its  marketable  equity
      security  from  a  historical  cost  basis  to  a  fair  value approach.
      Pursuant to the provisions of  SFAS 115, the Association  has classified
      its  marketable equity security  as "available-for-sale."   At  June 28,
      1997, the  Association's marketable equity  security was carried at  its
      fair value  of $71.1 million, which  represents a  gross unrealized gain
      of  $50.4 million.   The  1997 gross  unrealized gain,  net of  deferred
      taxes  of $17.7 million,  has been reflected as  a separate component of
      patrons'  and  other  equity.    At  June  29,  1996,  the Association's
      marketable equity  security  was carried  at  its  fair value  of  $54.8
      million, which  represents  a gross  unrealized gain  of $34.1  million.
      The  1996 gross unrealized gain,  net of deferred income  taxes of $13.1
      million, has  been reflected  as a  separate component  of patrons'  and
      other equity.    At July  1, 1995,  the marketable  equity security  was
      carried  at its fair  value of  $50.1 million, which  represents a gross
      unrealized gain of $30.1 million.   The 1995 gross unrealized  gain, net
      of deferred  income taxes  of $11.6  million, has  been  reflected as  a
      separate component of patrons' and other equity.

         Gains realized  on  sales and  dividends totaling  $1.3 million  are
      included  in miscellaneous,  net  for the  year  ended July  1,  1995.
      Dividends   of  $494  thousand  and  $595  thousand  are  included  in
      miscellaneous, net  for the  years ended  June 29,  1996 and June  28,
      1997, respectively.

 
                                GOLD KIST INC.

             Notes to Consolidated Financial Statements, Continued

                         (Dollar Amounts in Thousands)


   (b)   Golden Peanut Company

      Gold  Kist  has  a  33  1/3%  interest  in  Golden  Peanut  Company  and
Subsidiaries, a partnership interest  ("Golden Peanut Company").   Gold Kist's
investment in the  Golden Peanut Company amounted  to $17.2 million  and $24.1
million  at June 29, 1996  and June 28, 1997, respectively.   In July 1996 and
July 1997, Gold  Kist made  additional investments  of $2.8  million and  $1.2
million,  respectively.  Golden Peanut Company has a $450.0 million commercial
paper facility supported by lines of credit with various banks totaling $190.0
million.    At June 28,  1997, borrowings of  $103.0 million were  outstanding
under the  commercial paper  facility.   Summarized  financial information  of
Golden Peanut Company is shown below:
<TABLE>                                                     
<CAPTION>
                                 Condensed Consolidated Balance Sheets

                                                                             1996         1997  
      <S>     . . . . . . . . . . . . . . . . . . . . . . . . . . .        <C>          <C>     
      Current assets  . . . . . . . . . . . . . . . . . . . . . . .        $150,178      164,450
      Property, plant and equipment, net  . . . . . . . . . . . . .          31,557       34,775

         Total assets . . . . . . . . . . . . . . . . . . . . . . .        $181,735      199,225
      Current liabilities   . . . . . . . . . . . . . . . . . . . .        $124,969      120,591
      Accrued postretirement benefit costs  . . . . . . . . . . . .           5,308        5,703
      Other liabilities   . . . . . . . . . . . . . . . . . . . . .            -             511
      Partners' equity . . . . . . . . . . . . . . . . . . . . . ..           51,458      72,420
         Total liabilities and partners' equity . . . . . . . . . .         $181,735     199,225
</TABLE>

<TABLE>
<CAPTION>                                                             
                            Condensed Consolidated Statements of Operations

                                                                  1995       1996         1997  
      <S>                                                      <C>          <C>          <C>    
      Net sales and other operating income  . . . . . . .      $435,569     428,955      426,122
      Costs and expenses  . . . . . . . . . . . . . . . .       464,444     432,496      408,702
         Net earnings (loss)  . . . . . . . . . . . . . .      $(28,875)     (3,541)      17,420
</TABLE>
   
         In  1995, 1996 and  1997, Gold  Kist received $2.1 million  in rental
      income from  Golden Peanut  Company under an  operating lease  agreement
      for  peanut  shelling and  procurement facilities.   Gold  Kist received
      procurement commissions,  royalties and  administrative service fees  of
      $3.9 million, $3.1  million and  $4.2 million  in 1995,  1996 and  1997,
      respectively.    In addition,  Gold Kist  purchased  $3.1  million, $2.6
      million and  $2.3 million  of inventory  from Golden  Peanut Company  in
      1995, 1996 and 1997, respectively.

(10) Major Business Segments

    Gold  Kist  is  an  agricultural  cooperative,  with   operations  located
primarily in the southeastern United States, engaged in marketing products and
purchasing supplies and  equipment for its patrons.   Gold Kist also  operates
non-cooperative businesses  engaged  in  broiler  operations,  farm  and  home
retailing,  and  crop and  equipment financing.    Gold Kist's  operations are
classified into industry segments as follows:

    The  Poultry segment  includes cooperative integrated  broiler production,
processing and marketing operations, as well as subsidiary broiler operations.
This segment has decentralized broiler and cornish game hen facilities.

    The   Agri-Services  segment   purchases   or  manufactures   feed,  seed,
fertilizers, agricultural chemicals,  animal health products,  and other  farm
supply  and  equipment items  for sale  through Gold  Kist retail  outlets and
independent dealers.    The  segment  conducts  cotton  procurement,  ginning,
storage  and marketing operations, as well as other crop procurement services.
This segment also operates pork production facilities.

<TABLE>

                                            GOLD KIST INC.

                         Notes to Consolidated Financial Statements, Continued

                                     (Dollar Amounts in Thousands)

    The following table presents certain financial information as to industry segments:
<CAPTION>
                                                     Agri-        Intersegment
                                        Poultry    Services       Eliminations      Consolidated

<S>                                      <C>         <C>             <C>               <C>            <C> 
Year ended July 1, 1995
Net sales volume  . . . . . . . . . . .  $1,232,907  455,630            -              1,688,537 (a)
Net margins from operations . . . . . .  $   37,503    5,012            -                 42,515

General corporate expenses  . . . . . .                                                   (7,451)
Other deductions, net . . . . . . . . .                                                   (9,478)
Margins before income taxes and
minority interest . . . . . . . . . . .                                               $   25,586

Depreciation and amortization expense .  $   31,435    5,698              952 (b)         38,085

Capital expenditures  . . . . . . . . .  $   43,309   18,073              380 (b)         61,762

Identifiable assets at July 1, 1995 . .  $  408,232  269,019          144,386 (b)        821,637

Year ended June 29, 1996
Net sales volume  . . . . . . . . . . .  $1,386,490  569,079            -              1,955,569  (a)

Net margins from operations . . . . . .  $   69,951   10,317            -                 80,268
General corporate expenses  . . . . . .                                                  (11,811)
Other deductions, net . . . . . . . . .                                                   (6,338)
Margins before income taxes and
minority interest . . . . . . . . . . .                                               $   62,119

Depreciation and amortization expense .  $   32,180    7,247              636 (b)         40,063

Capital expenditures  . . . . . . . . .  $   54,124   19,357              781 (b)         74,262

Identifiable assets at June 29, 1996  .  $  487,869  311,680          176,411 (b)        975,960

Year ended June 28, 1997
Net sales volume  . . . . . . . . . . .  $1,629,705  659,339             -             2,289,044  (a)
Net margins from operations . . . . . .  $   17,421   10,198             -                27,619

General corporate expenses  . . . . . .                                                  (11,817)
Other deductions, net . . . . . . . . .                                                   (5,515)
Margins before income taxes and
    minority interest . . . . . . . . .                                               $   10,287

Depreciation and amortization expense .  $   30,983    7,893              546 (b)         39,422

Capital expenditures  . . . . . . . . .  $   65,687   10,816              419 (b)         76,922

Identifiable assets at June 28, 1997  .  $  573,731  346,037          200,068 (b)      1,119,836
                   

(a)  Net sales volume includes  export sales amounting to $70,113, $100,089  and $96,427 in 1995, 1996
     and 1997, respectively, which have no significant geographical concentration.
(b)  Amounts relate to unallocated corporate assets.
</TABLE>         


                                GOLD KIST INC.

             Notes to Consolidated Financial Statements, Continued

                         (Dollar Amounts in Thousands)


(11)      Subsequent Event

   In January  1997, the  Gold Kist  Board of Directors  adopted a  resolution
authorizing the Company's officers to  negotiate with Golden Poultry  Company,
Inc. to  pursue a  transaction in  which Gold  Kist would acquire  all of  the
shares  of Golden Poultry  Company's common stock not  currently owned by Gold
Kist.  Gold Kist owned 10,901,802 shares or 75% of Golden Poultry's 14,628,435
outstanding shares.  The negotiations were completed and an Agreement and Plan
of Merger executed  in April 1997 (the  "Merger Agreement"), among  Gold Kist,
Golden  Poultry Company,  Inc., Agri  International,  Inc. and  Golden Poultry
Acquisition Corp.

   Pursuant to  the Merger Agreement, Gold Kist agreed to pay $14.25 per share
in cash  for each outstanding share  of common stock  not already beneficially
owned  by Gold  Kist.   The Merger  Agreement  was approved  by the  Boards of
Directors of the Association and Golden Poultry Company, Inc. and was approved
by  a majority of the  owners of the Golden Poultry  common stock not owned by
Gold Kist at  a Special Meeting  of Shareholders  on September 5,  1997.   The
merger became  effective  on September  8,  1997.   The  cost to  acquire  the
outstanding shares  and the  estimated fees  and expenses  incurred  or to  be
incurred in connection  with the merger are approximately $55.1  million.  The
acquisition of the minority interest will be  accounted for using the purchase
method of accounting.


        Item 9.  Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure.
     
           Not Applicable.
     
     
                                 PART III
     
     
     Item 10.  Directors and Executive Officers of the Registrant.
     
      The Directors of Gold Kist are:
     
     <TABLE>
     <CAPTION>
                                                                       Years
                                                            Term      Served as
     Name                  Age          Office             Expires     Director 
                          (as of
                          8/30/97)
     <S>                  <C>     <C>                       <C>       <C> 
     W. P. Smith, Jr.*     68     Chairman of the Board &    1998       24
                                  Director (District 1)
     
     Herbert A. Daniel, Jr. 45    Director (District 2)      1998        2
     
     Fred K. Norris, Jr.*  69     Director (District 3)      1997       20
     
     James E. Brady, Jr.   62     Director (District 4)      1999       13
     
     W. Kenneth Whitehead  53     Director (District 5)      1999        4
     
     Dan Smalley*          48     Director (District 6)      1999       12
     
     A. Jack Nally         54     Director (District 7)      1997        6
     
     M. Michael Davis      46     Director (District 8)      1997        3
     
     Phil Ogletree, Jr.    64     Director (District 9)      1998       20
     </TABLE>
                       
     
     *   Member of Board of Directors Executive Committee.
     
                 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 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
                      8/30/97)                            8/30/97)  8/30/97)
     <S>                  <C>   <C>            <C>          <C>
     G. O. Coan*          61    Chief Executive Officer,     2        38
                                and Chairman of the 
                                Management Executive
                                Committee
     John Bekkers*        52    President and Chief          2        12
                                Operating Officer
     M. A. Stimpert       53    Senior Vice President,       1        14
                                Planning and Adminis-
                                tration
     Kenneth N. Whitmire  59    Group Vice President,        9        36
                                Poultry Group
     Jack L. Lawing       59    General Counsel, Vice        21       21
                                President and Secretary
     Peter J. Gibbons     60    Vice President, Finance      18       21
     Paul G. Brower       58    Vice President,              18       18
                                Communications
     W. A. Epperson       61    Vice President,              18       22
                                Human Resources
     Jerry L. Stewart     57    Vice President -             16       34
                                Marketing, Poultry Group
     Donald W. Mabe       43    Vice President -             1 month  12
                                Operations, Poultry Group
     Marshall Smitherman  55    Vice President -             1 month  18
                                Cotton Division
     John K. McLaughlin   59    Vice President, Pet Food     13       13
                                and Animal Products 
                                Division
     Allen C. Merritt     51    Vice President, Fertilizer   14       25
                                and Chemical Division
     Stanley C. Rogers    51    Vice President,               7        19
                                AgriServices Division 
     Michael F. Thrailkill 49   Vice President,               5        24
                                Information Services
     Stephen O. West      51    Treasurer                    14        17
     W. F. Pohl, Jr.      47    Controller                   15        21
     </TABLE>
                   
     
     *Member of Management Executive Committee 
     
       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
     Michael A. Stimpert, Donald W. Mabe, and Marshall Smitherman,
     has been as an officer or employee of Gold Kist.  
       Mr. Michael A. Stimpert was elected Senior Vice
     President, Planning and Administration, effective April 1, 1996. 
     He previously served as Vice President from January 1, 1996
     until election to his current position.  From December 19, 1986
     until January 1996, Mr. Stimpert served as Executive Vice
     President of Golden Peanut Company, a peanut processing and
     marketing company headquartered in Atlanta, Georgia.  Mr.
     Stimpert was employed by Gold Kist Inc. from June 1974 until
     December 1986 in a variety of positions, including Group Vice
     President, Agricommodities Group and Group Vice President,
     AgriProducts Group. 
       Mr. Donald W. Mabe  was elected Vice President -
     Operations, Poultry Group, effective July 25, 1997.  He 
     previously served as President of Carolina Golden Products
     Company from January 1991 until  election to his current
     position.
       Mr. Marshall Smitherman was elected Vice President,
     Cotton Division, effective July 25, 1997.  He previously served
     as Manager, Cotton Division from February 1995 until election to
     his current position.  From 1988, until rejoining the
     Association in 1995, he was a grain broker located in Atlanta,
      Georgia.

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
                                                               annual     All other
                          Fiscal                             compensa-    compensa-
                          year            Salary     Bonus     tion(1)    tion
                          ended           ($)        ($)       ($)        ($)
     <S>                  <C>             <C>        <C>       <C>        <C>
     G. O. Coan           June 28, 1997   $470,577   $50,000   $1,869     $12,230(2)
     Chief Executive      June 29, 1996   349,058    450,000    1,055      12,030(2)
     Officer and Chair-   July 1, 1995    327,000    103,000     268       12,961(2)
     man of the Manage-
     ment Executive 
     Committee
     
     John Bekkers         June 28, 1997   $282,423   $50,000   $3,656     $9,842(2)
     President and        June 29, 1996    210,577   295,000    1,110      9,425(2)
     Chief Operating      July 1, 1995     162,453    71,200       62      8,703(2)
     Officer
     
     Kenneth N. Whitmire  June 28, 1997   $204,434   $44,000   $6,703     $9,956(2)
     Group Vice           June 29, 1996    189,819   240,000    2,375      9,965(2)
     President, Poultry   July 1, 1995     184,373    83,000      457      9,758(2)
     Group
     
     Jerry L. Stewart     June 28, 1997   $174,981   $29,000   $3,434     $9,353(2)
     Vice President       June 29, 1996    161,727   164,000    1,889      9,569(2)
     Marketing,           July 1, 1995     160,600    54,000      320      9,158(2)
     Poultry Group
     
     M. A. Stimpert       June 28, 1997   $194,488   $24,000   $4,497     $10,020(2)
     Senior Vice          June 29, 1996   87,356(3)  75,000(3) 2,280(3)  9,201(2)(3)
     President, Planning  July 1, 1995     -         -                    - 
     and Administration
     </TABLE>
     _______________________________
     (1)  The amounts shown for the fiscal years ended June 28,
          1997, and June 29, 1996 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, 1997, June
          29, 1996, and July 1, 1995, 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
          1997, 1996 and 1995 on behalf of the named executive
          officers pursuant to the Gold Kist Profit Sharing and
          Investment Plan, a qualified defined contribution plan
          (401(K)):  Mr. Coan - $4,750, $4,500 and $5,418
          respectively, Mr. Bekkers - $5,404, $4,946 and $4,206
          respectively; Mr. Whitmire - $4,684, $4,656 and $4,438
          respectively; Mr. Stewart - $4,439, $4,617 and $4,193
          respectively; and Mr. Stimpert - $4,804, $3,859 and $-0-
          respectively.  In addition, the amounts set forth include
          for fiscal years 1995, 1996 and 1997, the following
          amounts which represent the value of the named executive
          officer's benefit from premiums paid by the Association
          under a split dollar life insurance plan for the named
          executive officers:  Mr. Coan - $7,543, $7,530 and $7,480
          respectively; Mr. Bekkers - $4,497, $4,479 and $4,438
          respectively; Mr. Whitmire - $5,320, $5,309 and $5,272 
          respectively; Mr. Stewart - $4,965, $4,952 and $4,914
          respectively; and Mr. Stimpert - $-0-, $5,342 and $5,216 
          respectively.  The Association uses the modified premium
          method in determining the portion of each premium dollar
          attributable to the named executive officers.  The
          Association will recover the cost of premium payments
          from the cash value of the policies.
     (3)  The amounts indicated reflect Mr. Stimpert s employment
          for a portion of the fiscal year from January 1996 to
          June 1996.
     
     Retirement Plans.  Gold Kist maintains two noncontributory
     retirement plans, one for salaried employees and the other for
     hourly employees, which together cover substantially all
     employees who have served at least one year with Gold Kist,
     including those employees subject to collective bargaining
     agreements.  The plan for salaried employees was amended in
     1984 to delete the one year waiting period for credited
     service.  For salaried employees, the plan provides a
     retirement benefit after 30 years of credited service at age
     65, which, when combined with the portion of the employee's
     primary Social Security benefit attributable to his/her
     employer's contributions, will equal 45% of his/her average
     earnings during the period of five years in which he/she 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.  This plan also provides an early retirement
     benefit after age 55, with no reduction in benefit entitlement
     due to age, when the sum of the employee's age and years of
     service equal or exceed 90.  The benefit entitlement is
     reduced in either case for each year of credited service less
     than 30 years.  For hourly employees who work for Gold Kist
     until age 65, the plan provides a monthly pension benefit
     equal to $9.00 for each year of plan participation, payable at
     age 65; early retirement is permitted after age 55 at reduced
     benefit levels.  The plans contain a death benefit for the
     surviving spouse of an active employee (who had at least five
     years credited service or was at least 55 years old at the
     time of death) which equals 50% of the deceased employee's
     accrued retirement income benefit.  Accrued benefits under the
     plans vest after the employee attains five years of service or
     at age 55, and the minimum pension benefit at age 65 is $9.00
     per month for each year of credited service.  Amounts
     contributed for specific individuals under Gold Kist's
     retirement income plan for salaried employees cannot be
     readily determined.  For the plan year ended December 31,
     1996, the Association made a contribution of $1,867,000 to the
     pension plan for hourly employees.  Due to the full funding
     limitation of the Internal Revenue Service, the Association
     was not permitted to make a tax-deductible contribution to the
     retirement income plan for salaried employees for the plan
     year ended December 31, 1996.  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       $  7,500    $ 11,250     $ 15,000    $ 18,750   $22,500
     $100,000         15,000      22,500       30,000      37,500    45,000
     $150,000         22,500      33,750       45,000      56,250    67,500
     </TABLE>
                 For years after 1993, the maximum annual amount of
     compensation that can be used for determining an individual's
     benefit under a qualified plan is $150,000.
     
      The plan covers the compensation set forth in the columns
     entitled "Salary" and "Bonus" in the Summary Compensation
     Table.  The credited years of service as of December 31, 1996,
     under the retirement income plan for the five executive
     officers listed in the summary compensation table are as
     follows:  Mr. Coan (30); Mr. Bekkers (12); Mr. Whitmire (30);
     Mr. Stewart (30); and Mr. Stimpert (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.  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.  All vested
     amounts accrued under the Plan have been funded in a trust
     which is secure against all contingencies except a bankruptcy
     of the Association.  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       $15,000   $22,500    $30,000    $37,500   $ 45,000
     $150,000       22,500     33,750    45,000     56,250      67,500
     $200,000       30,000     45,000    60,000     75,000      90,000
     $250,000       37,500     56,250    75,000     93,750     112,500
     $350,000       52,500     78,750    105,000    131,250    157,500
     $500,000       75,000     112,500   150,000    187,500    225,000
     $750,000      112,500     168,750   225,000    281,250    337,500
     $850,000      127,500     191,250   255,000    318,750    382,500
     </TABLE>
                 Covered compensation, computation of the average
     final compensation, and credited years of service for the five
     executive officers listed in the summary compensation table
     are the same as that set forth in the foregoing description of
     the Gold Kist Retirement Plan for Salaried Employees.  
     
                 In addition to the retirement benefits provided by
     its qualified and nonqualified retirement plans, Gold Kist has
     contracted to provide certain key employees with compensation
     benefits after normal retirement.  These benefits, known as
     the Management Deferred Compensation Plan, are paid monthly
     following retirement in an annual amount equal to 25% of the
     average annual salary for the ten year period immediately
     prior to retirement.  These benefits are payable, depending on
     the contract, for a 10 or 15 year period following retirement
     to a former key employee or his designated beneficiary.  All
     vested amounts accrued under the plan have been funded in a
     trust which is secure against all contingencies except a
     bankruptcy of the Association.  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, 1997: Mr. Coan - $243,747;  Mr. Bekkers - $127,764;
     Mr. Whitmire - $153,393; and Mr. Stimpert - $129,986.
     
            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,
     1997, no contingencies have occurred which would require the
     implementation of the provisions of the changes in control
     plans, and no payments or other benefits have been provided to
     the five executive officers named in the summary compensation
     table or to the directors.  
     
            Director Compensation.  The By-Laws of Gold Kist
     provide that the Directors shall be compensated for their
     services and reimbursed for their expenses, as determined by
     the Board of Directors.  Currently the Directors receive no
     compensation other than an annual retainer paid at the rate of
     $20,000 per year, with the Chairman receiving $21,500. 
     Directors and Directors Emeriti receive a per diem of $250
     with a $500 minimum, plus expenses incurred while traveling to
     and from and attending meetings of the Board of Directors or
     other official meetings or conferences.  Pursuant to separate
     agreements, Gold Kist has arranged to provide life insurance
     benefits to qualifying directors emeriti and to make available
     health insurance and other medical benefits for Gold Kist
     directors and directors emeriti as are available to employees
     of Gold Kist from time to time pursuant to the Association
     group insurance program.
     
            Compensation Committee Interlocks and Insider
     Participation.  Director W. P. Smith, Jr., Fred K. Norris, Jr.
     and Dan Smalley serve as members of the Association's
     Compensation Committee.
     
     Item 12.  Security Ownership of Certain Beneficial Owners and
     Management.
     
            Not Applicable.
     
     Item 13.  Certain Relationships and Related Transactions.
     
            The Directors of Gold Kist are members of the
     Association and, during the fiscal year ended June 28, 1997,
     have had dealings in the ordinary course of business with Gold
     Kist as purchasing or marketing patrons.  See Business (and
     Properties) -- Patronage Refunds.
    

                                                     PART IV
     
     
     Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
     
     
                   (a)1.   Index to Consolidated Financial Statements
     
                           Consolidated Financial Statements:
     
                              Independent Auditors' Reports
                              Consolidated Balance Sheets--June 29, 1996 and
                              June 28, 1997
                              Consolidated Statements of Operations--Years Ended
                              July 1, 1995, June 29, 1996 and June 28, 1997
                              Consolidated Statements of Patrons' and Other
                              Equity-Years Ended July 1, 1995, June 29, 1996
                              and June 28, 1997
     
                              Consolidated Statements of Cash Flows--Years ended
                              July 1, 1995, June 29, 1996 and June 28, 1997
                              Notes to Consolidated Financial Statements
     
                      (a)2.   Financial Statement Schedules:
     
                               Gold Kist Inc.
     
                               Financial Statement Schedule:
     
                               II.  Valuation Reserves--Years Ended July 1, 1995
                                  June 29, 1996 and June 28, 1997
     
     
                 <TABLE>
                                              GOLD KIST INC.
     
                                    Schedule II - Valuation Reserves
     
                                      (Dollar Amounts in Thousands)
     <CAPTION>
     
     
        COLUMN A                          COLUMN B               COLUMN C         COLUMN D    COLUMN E
                                                                Additions       
                                           Balance at   Charged to     Charged                  Balance 
                                           Beginning    Cost and       To Other                 At End  
         Description                       Of Period    Expenses       Accounts    Deductions  Of Period
                                                                                             
     <S>                                      <C>           <C>             <C>      <C>          <C>   
     Deducted in the consolidated
     balance sheets from the asset
     to which it applies:
          
     Allowance for doubtful accounts:
     
       July 1, 1995                            $5,369        2,382           -      1,874 (A)      5,877
     
     
       June 29, 1996                            5,877        4,029           -      2,180 (A)      7,726  
     
     
       June 28, 1997                            7,726        4,376           -      3,267 (A)      8,836
     
     
         (A)  Represents accounts written off.
     
     
     Allowance for deferred tax
       assets valuation:
     
       July 1, 1995                            $1,913           71(B)        -         -           1,984
     
       June 29, 1996                            1,984         -              -        578 (C)      1,406
     
       June 28, 1997                            1,406         -              -        328 (C)      1,078
     
     
         (B)  Represents establishment of allowance for net operating loss deductions not
              available for state income tax purposes.
     
         (C)  Represents estimate of net operating loss deductions that are realizable.
     </TABLE>
        
       
                  (a)3.  Exhibits - Index of Exhibits
     
            Exhibits designated as previously filed with
            the Commission in the Index of Exhibits, below,
            are incorporated by reference into this Report.
     <TABLE>
     <CAPTION>
     Designation
     of Exhibit                            Document with Which      Designation
     in this                               Exhibit Was Previously   of such Exhibit
     Report        Description of Exhibit  Filed with Commission    in that Document
     <S>           <C>                     <C>                      <C>
     B-2     Agreement of Merger,          Amendment to Schedule    Exhibit 3
             dated as of April 22,         13D filed April 25, 1997
             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    Exhibit 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            
             Registrant, as amended             
     
     B-4(a)(1) Form of Indenture, dated    Registration filed on    Exhibit 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    Exhibit 4(a)(4)
               Indenture, dated as of      Form S-1 (Registration
               September 1, 1980,          No. 2-69267)
               governing the terms 
               of the Fifteen Year 
               Subordinated Capital 
               Certificates of Interest
               (Series C)
     
     B-4(a)(3) Form of Second Supplemental Registration filed on     Exhibit 4(a)(5)
               Indenture, dated as of      Form S-2 (Registration
               September 1, 1982,          No. 2-79538)
               governing the terms 
               of the Fifteen Year 
               Subordinated Capital 
               Certificates of Interest 
               (Series D)
     
     B-4(b)(1) Form of Indenture, dated    Registration filed on    Exhibit 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    Exhibit 4(b)(4)
               Indenture, dated as of      Form S-1 (Registration
               September 1, 1980,          No. 2-69267)
               governing the terms of 
               the Ten Year 
               Subordinated Capital 
               Certificates of Interest
               (Series C)
     
     B-4(b)(3) Form of Second Supplemental Registration filed on    Exhibit 4(b)(5)
               Indenture, dated as of      Form S-2 (Registration
               September 1, 1982,          No. 2-79538)
               governing the terms 
               of the Ten Year Subordinated 
               Capital Certificates of Interest
               (Series D)
     
     B-4(c)  Form of Indenture, dated as   Registration filed on    Exhibit 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    Exhibit 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    Exhibit 4(d)(2)
               Indenture, dated as of      Form S-1 (Registration
               September 1, 1980,          No. 2-69267)
               governing the terms 
               of the Five Year
               Subordinated Capital 
               Certificates of Interest 
               (Series B)
     
     B-4(d)(3) Form of Second Supplemental Registration filed on    Exhibit 4(d)(3)
               Indenture, dated as of      Form S-2 (Registration
               September 1, 1982,          No. 2-79538)
               governing the terms of
               the Five Year Subordinated 
               Capital Certificates of 
               Interest (Series C)
     
     B-4(e)    Form of Indenture, dated   Registration filed on     Exhibit 4(f)(2)
               September 1, 1985,         Form S-2 (Registration
               governing the terms        No. 33-428)
               of the Three Year 
               Subordinated Capital Certifi-
               cates of Interest (Series A),
               including therein a table of
               contents, cross-reference
               sheet, and form Capital
               Certificates of Interest
     
     B-4(f)    Form of Indenture, dated   Registration filed on      Exhibit 4(g)
               September 1, 1980,         Form S-1 (Registration
               governing the terms        No. 2-69267)
               of the Two Year 
               Subordinated Capital Certifi-
               cates of Interest (Series A),
               including therein a table of
               contents and cross-reference
               sheet
     
     B-4(g)(1) Form of Indenture, dated   Registration filed on      Exhibit 4(h)(1)
               as of September 1, 1985,   Form S-2 (Registration
               governing the terms        No. 33-428)
               of the One Year 
               Subordinated Large Denomi-
               nation Loan Certificate
               (Series A), including 
               therein a table of 
               contents, cross-reference 
               sheet, and form of One 
               Year Subordinated Large 
               Denomination Loan Certificates
     
     B-4(g)(2) Form of Indenture, dated   Registration filed on      Exhibit 4(d)(2)
               as of September 1, 1979,   Form S-1 (Registration
               governing the terms of     No. 2-65587)
               the One Year Subordinated 
               Loan Certificates (Series B),
               including therein a table 
               of contents and cross-
               reference sheet
     
     B-4(g)(3) Form of First Supplemental   Registration filed on     Exhibit 4(f)(2)
               Indenture, dated as of       Form S-1 (Registration
               September 1, 1980,           No. 2-69267)
               governing the terms
               of the One Year 
               Subordinated Loan 
               Certificates (Series C)
     
     B-4(h)    Form of Indenture,         Registration filed on     Exhibit 4(i)
               dated as of                Form S-2 (Registration
               September 1, 1985,         No. 33-428)
               governing the terms of 
               the Six Month Subordinated
               Large Denomination Loan
              Certificate (Series A),
              including therein a table 
              of contents, cross-
              reference sheet, and 
              form of Six Month 
              Subordinated Large 
              Denomination Loan Certificates
     
     B-4(i)    Agreement to furnish       Registration filed on     Exhibit 4(h)
               copies of constituent      Form S-1 (Registration
               instruments defining       No. 2-59958)
               the rights of the holders 
              of certain industrial
              revenue bonds
     
     B-4(j)(1) Note Agreement with the    Quarterly Report on Form  Exhibit B-4(n) 
               Prudential Insurance       10-Q for the Fiscal
               Company of America         Quarter ended December
               dated as of December       31, 1986
               15, 1986
     
     B-4(j)(2) Amendment dated as of      Registration filed        Exhibit 4(l)(2)
               June 30, 1987, to          on Form S-2
               Note Agreement with        (Registration No.
               the Prudential Insurance   33-24623)
               Company of America
     
     B-4(j)(3) Note Agreement with the    Quarterly Report on      Exhibit B-4(q)(1)
               Prudential Insurance       Form 10-Q for the        
               Company of America dated   Fiscal Quarter ended     
               as of November 4, 1988     December 31, 1988
     
     B-4(j)(4) Note Agreement with        Quarterly Report on      Exhibit B-4(q)(2)
               Pruco Life Insurance       Form 10-Q for the        
               Company dated as of        Fiscal Quarter ended     
               November 4, 1988           December 31, 1988
     
     B-4(j)(5) Amendment dated as of      Registration filed on    Exhibit 4(l)(5)
               January 9, 1991, to Note   Form S-2 (Registration
               Agreements with the        No. 33-42900)
               Prudential Insurance 
               Company of America and 
               Pruco Life Insurance 
               Company
     
     B-4(j)(6) Note Agreement with the    Registration filed on    Exhibit 4(l)(6)
               Prudential Insurance       Form S-2 (Registration
               Company of America,        No. 33-42900)
               dated as of June 3, 1991
     
     B-4(j)(7) Amendment dated as of      Registration filed on    Exhibit 4(l)(7)
               June 26, 1992, to Note     Form S-2 (Registration 
               Agreements with the        No. 33-52268)
               Prudential Insurance  
               Company of America
     
     B-4(j)(8) Amendment dated July       Registration filed on    Exhibit 4(l)(8)
               14, 1993, to Note          Form S-2 (Registration   
               Agreements with the        No. 33-69204)
               Prudential Insurance 
               Company of America and 
               Pruco Life Insurance 
               Company
     
     B-4(j)(9) Note Purchase and Private  Registration filed       Exhibit 4(j)(9)
               Agreement, dated as of     September 24, 1997
               February 11, 1997,         on Form S-2 (Registration
               with the Prudential        No. _______)
               Insurance Company of 
               America
     
     B-4(j)(10) Amendment dated May 13,   Registration filed       Exhibit 4(j)(10)
                1997 to Note Agreements   September 24, 1997
                with the Prudential       on Form S-2 (Registration
                Insurance Company of      No. _______)
                America and with Pruco 
                Life Insurance Company; 
                Note Agreement dated as 
                of June 3, 1991 with the 
                Prudential Insurance 
                Company of America; and 
                Note Purchase and Private 
                Shelf Agreement with the
                Prudential Insurance Company
                of America
     
     B-10(a)    Form of Deferred          Registration filed on    Exhibit 11(d)
                Compensation Agreement    Form S-1 (Registration   
                between Gold Kist Inc.    No. 2-59958)
                and certain executive 
                officers*
     
     B-10(b)(1) Gold Kist Management      Registration filed on    Exhibit 10(b)
                Bonus Program*            Form S-1 (Registration
                                          No. 2-69267)
     
     B-10(b)(2) Amended Gold Kist         Registration filed on    Exhibit 10(b)(2)
                Management Bonus          Form S-2 (Registration
                Program*                  No. 2-79538)
     
     B-10(b)(3) Form of Gold Kist         Registration filed on    Exhibit 10(b)(3)
                Supplemental Executive    Form S-2 (Registration
                Retirement Income         No. 33-9007)
                non-qualified deferred 
                compensation agreement 
                between Gold Kist and 
                certain executive officers 
                and Resolution of Gold 
                Kist Board of Directors
                authorizing the Supplemental
                Executive Retirement Plan*
     
     B-10(b)(4) Resolution of Gold Kist   Registration filed on    Exhibit 10(b)(4)
                Board of Directors        Form S-2 (Registration
                authorizing the Gold      No. 33-9007)
                Kist Special Award Plan*
     
     B-10(b)(5) Form of Gold Kist         Registration filed on    Exhibit 10(b)(5)
                Executive's Change        Form S-2 (Registration
                in Control Agreement      No. 33-31164)
                between Gold Kist and 
                certain 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    Exhibit 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    Exhibit 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    Exhibit 10(b)(8)
                Agreement for Medical     Form S-2 (Registration
                Benefits*                 No. 33-36938)
     
     B-10(b)(9) Gold Kist Executive       Registration filed on    Exhibit 10(b)(9)
                Savings Plan,             Form S-2 (Registration
                as amended *              No. 33-62869)
     
     B-10(b)(10) Gold Kist Director       Registration filed on    Exhibit 10(b)(10)
                 Savings Plan, as         Form S-2 (Registration
                 amended *                No. 33-62869)
     
     B-10(b)(11) Gold Kist Split Dollar   Registration filed on    Exhibit 10(b)(11)
                 Life Insurance Plan *    Form S-2 (Registration
                                          No. 33-62869)
     
     B-10(c)(l)  Form of Membership,      Registration filed on    Exhibit 13(b)
                 Marketing, and/or        Form S-1 (Registration
                 Purchasing Agreement     No. 2-59958)
                 of Gold Kist Inc.,                
                 Atlanta, Georgia
     
     B-10(c)(2)  Form of Membership,      Registration filed on    Exhibit 10(c)(2)
                 Marketing, and/or        Form S-1 (Registration
                 Purchasing Agreement     No. 2-74205)
                 of Gold Kist Inc.,
                 Atlanta, Georgia, 
                 as revised October 17, 
                 1980
     
     B-10(c)(3)  Form of Membership,      Registration filed on    Exhibit 10(c)(3)
                 Marketing, and/or        Form S-2 (Registration
                 Purchasing Agreement     No. 33-428)
                 of Gold Kist Inc., 
                 Atlanta, Georgia, 
                 as revised November 
                 l, l984
     
     B-10(c)(4)  Form of Membership,      Registration filed on    Exhibit 10(c)(4)
                 Marketing,and/or         Form S-2 (Registration
                 Purchasing Agreement     No. 33-24623)
                 of Gold Kist Inc., 
                 Atlanta, Georgia, 
                 revised October 29, 
                 1987
     
     B-10(c)(5)  Form of Membership,      Registration filed on    Exhibit 10(c)(5)
                 Marketing, and/or        Form S-2 (Registration
                 Purchasing Agreement     No. 33-42900)
                 of Gold Kist Inc., 
                 Atlanta, Georgia, 
                 revised August 21, 1991
     
     B-10(c)(6)  Form of Membership,      Registration filed       Exhibit 10(c)(6)
                 Marketing, and/or        September 24, 1997 
                 Purchasing Agreement     on Form S-2 (Registration
                 of Gold Kist Inc.,       No. ________)
                 Atlanta, Georgia 
                 revised July 9, 1997
     
     B-10(d)     CF Industries, Inc.,     Registration filed on    Exhibit 13(j)
                 Member Product           Form S-2 (Registration
                 Purchase Agreement       No. 2-59958)
     
     B-10(e)(1)  General Partnership      Registration filed on    Exhibit 10(h)(1) 
                 Agreement (GC            Form S-2 (Registration
                 Properties) between      No. 33-428) 
                 Gold Kist Inc. and 
                 Cotton States Mutual 
                 Insurance Company, dated 
                 as of July 1, 1984
     
     B-10(e)(2)  Lease from GC            Registration filed on    Exhibit 10(h)(2) 
                 Properties, dated        Form S-2 (Registration
                 December 11, 1984, for   No. 33-428) 
                 home office building 
                 space
     
     B-10(f)(1)  General Partnership      Annual Report on Form   Exhibit B-10(f)(1)
                 Agreement (Golden        10-K for the Fiscal
                 Peanut Company) between  Year Ended June 30, 1987
                 Gold Kist and Archer-
                 Daniels-Midland Company,
                 dated as of December 
                 17, 1986
     
     B-10(f)(2)  Amended and Restated     Registration filed on   Exhibit 10(f)(2)
                 Partnership Agreement    Form S-2 (Registration
                 (Golden Peanut Company)  No. 33-31164)
                 between Gold Kist Inc., 
                 Archer-Daniels-Midland 
                 Company and Alimenta 
                 Processing Corporation, 
                 dated as of March 1, 
                 1989
     
     B-10(f)(3)  Amendment to Amended     Registration filed on   Exhibit 10(f)(3)
                 and Restated Partner-    Form S-2 (Registration
                 ship Agreement (Golden   No. 33-42900)
                 Peanut Company) between 
                 Gold Kist Inc., Archer-
                 Daniels-Midland Company           
                 and Alimenta Processing 
                 Corporation, dated as 
                 of June 30, 1991
      
     B-10(f)(4)  Master Commercial        Annual Report on Form   Exhibit B-10(f)(2)
                 Facilities Lease         10-K for the Fiscal
                 Agreement between        Year Ended June 30, 1987
                 Gold Kist and Golden 
                 Peanut Company dated 
                 as of December 17, 1986
     
     B-10(g)     Grain Procurement        Annual Report on Form   Exhibit B-10(h)
                 Agreement between        10-K for the Fiscal
                 Gold Kist and Archer-    Year Ended June 30, 1987
                 Daniels-Midland Company,
                 dated August 31, 1987
     
     B-10(h)(1)  Credit Agreement         Registration filed      Exhibit 10(j)
                 dated as of August 9,    September 20, 1996 
                 1996, with Various       on Form S-2 
                 Banks and Lending        (Registration No. 
                 Institutions, as         333-12397)
                 Lenders, and SunTrust 
                 Bank, Atlanta, as agent
     
     B-10(h)(2)  First Amendment,         Registration filed      Exhibit 10(h)(2)
                 dated May 12, 1997,      September 24, 1997
                 to Credit Agreement      on Form S-2
                 dated August 9, 1996     (Registration No. ____)
     
     B-10(h)(3)  Second Amendment, dated  Registration filed      Exhibit 10(h)(3)
                 June 27, 1997, to        September 24, 1997 
                 Credit Agreement dated   on Form S-2 
                 August 9, 1996           (Registration No. _____)
     
     B-10(i)(1)  Master Note Agreement    Report filed on         Exhibit 4(h)
                 with Wachovia Bank of    Form 10-Q for the 
                 Georgia, N.A., dated as  Fiscal Quarter Ended    
                 of August 19, 1996       September 28, 1996
     
     B-10(j)     Guaranty dated December  Registration filed on   Exhibit 4(o)
                 18, 1992 by Gold Kist    Form S-2 (Registration
                 in favor of NationsBank  No. 33-69204)
                 of Georgia, N.A.
     
     B-21        Subsidiaries of the      
                 Registrant
     
     B-27        Financial Data Schedule
     </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 
     have been filed during the last quarter of the fiscal year
     ended June 28, 1997.
     
     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, 1997     By:/s/ G. O. Coan          
                                       G. O. Coan, 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/ G. O. Coan         Chief Executive    September 23, 1997
     G. O. COAN              Officer (Principal 
                             Executive Officer)
     
     /s/ Peter J. Gibbons   Vice President-    September 23, 1997
     PETER J. GIBBONS        Finance (Principal
                             Financial Officer)
     
     /s/ W. F. Pohl, Jr.    Controller         September 23, 1997
     W. F. POHL, JR.         (Principal 
                             Accounting Officer)
     
     /s/ W. P. Smith, Jr.      Director        September 19, 1997
     W. P. SMITH, JR.
     
     /s/ Fred K. Norris, Jr.   Director        September 19, 1997
     FRED K. NORRIS, JR.
     
     /s/ Dan Smalley           Director        September 19, 1997
     DAN SMALLEY
     
     /s/ Phil Ogletree, Jr.    Director        September 19, 1997
     PHIL OGLETREE, JR.
     
     /s/ James E. Brady, Jr.   Director        September 19, 1997
     JAMES E. BRADY, JR.
     
     /s/ A. Jack Nally         Director        September 19, 1997
     A. JACK NALLY
     
     /s/ W. Kenneth Whitehead  Director        September 19, 1997
     W. KENNETH WHITEHEAD
     
     /s/H. Michael Davis       Director        September 19, 1997
     H. MICHAEL DAVIS
     
     /s/ Herbert A. Daniel, Jr. Director       September 19, 1997
     HERBERT A. DANIEL, JR.
     </TABLE>
                             INDEX TO EXHIBITS
     
                                               Sequentially
     Exhibit                                   Numbered
     Number       Description                  Page
     
     B-3(b)       Current By-Laws of
                  Registrant, as amended
     
     B-21         Subsidiaries of the Registrant
     
     B-27         Financial Data Schedule