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 29, 2002      Commission File No. 2-59958

                               GOLD KIST INC.

           (Exact name of registrant as specified in its charter)

      Georgia                                          58-0255560

     (State or other jurisdiction                      (I.R.S. Employer
      of incorporation or organization)                Identification No.)

                     244 Perimeter Center Parkway, N. E.
                           Atlanta, Georgia 30346

             (Address of principal executive offices) (Zip Code)

     Registrant's telephone number, including area code:    (770) 393-5000

     Securities registered pursuant to Section 12(b) of the Act:      None
     Securities registered pursuant to Section 12(g) of the Act:      None

           Indicate  by check mark whether the registrant (1) has  filed  all
reports  required  to  be  filed by Section 13 or  15(d)  of  the  Securities
Exchange  Act  of  l934 during the preceding 12 months (or for  such  shorter
period  that the registrant was required to file such reports), and  (2)  has
been subject to such filing requirements for the past 90 days.
YES X .  NO   .

          Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained to the best of Registrant's knowledge in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K [X].

                     DOCUMENTS INCORPORATED BY REFERENCE
                               Not Applicable.



                              TABLE OF CONTENTS

     Item                                         Page


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

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

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

 4.  Submission of Matters to a Vote of Security Holders . . . . . .   7

 5.  Market for Registrant's Common Equity and Related
      Stockholder Matters  . . . . . . . . . . . . . . . . . . . . .   7

 6.  Selected Financial Data . . . . . . . . . . . . . . . . . . . .   8

 7.  Management's Discussion and Analysis of Financial
      Condition and Results of Operations. . . . . . . . . . . . . .   9

 7A. Quantitative and Qualitative Disclosure about Market Risk .      15

 8.  Financial Statements and Supplementary Data . . . . . . . . . .  16

 9.  Changes in and Disagreements with Accountants on Accounting
      and Financial Disclosure . . . . . . . . . . . . . . . . . . .  35

10.  Directors and Executive Officers of the Registrant  . . . . . .  35

11.  Executive Compensation  . . . . . . . . . . . . . . . . . . . .  37

12.  Security Ownership of Certain Beneficial Owners
      and Management . . . . . . . . . . . . . . . . . . . . . . . .  40

13.  Certain Relationships and Related Transactions. . . . . . . . .  40

14.  Controls and Procedures. . . . . . . . . . . . . . . . . .       40

15.  Exhibits, Financial Statement Schedules, and Reports
      on Form 8-K  . . . . . . . . . . . . . . . . . . . . . . . . .  41




                               GOLD KIST INC.

            ANNUAL REPORT FOR THE FISCAL YEAR ENDED JUNE 29, 2002

     This  Report  contains  statements which to  the  extent  they  are  not
recitations  of historical fact, may constitute "forward looking  statements"
within the meaning of applicable federal securities law.  All forward looking
statements  in  this  Report are intended to be subject to  the  safe  harbor
protection provided by the Private Securities Litigation Reform Act  of  1995
and  Section 21E of the Securities Exchange Act of 1934, as amended.   For  a
discussion identifying some important factors that could cause actual results
to  vary  materially from those anticipated in the forward looking statements
made  by  the  Company, see Item 7 - Management's Discussion and Analysis  of
Financial Condition and Results of Operations.


                                   PART I

Item 1.  Business (and Properties).

     Gold  Kist  Inc.  ("Gold Kist" or the "Association") is an  agricultural
membership  cooperative association, headquartered in Atlanta,  Georgia.   It
was  incorporated without capital stock in 1936 under the Georgia Cooperative
Marketing  Act.  The name of the Association was changed in 1970 from  Cotton
Producers  Association  to Gold Kist Inc.  In April  1985,  the  Articles  of
Incorporation  and By-Laws of the Association were amended to provide  for  a
class  of  common stock and a class of preferred stock as authorized  by  the
Georgia Cooperative Marketing Act.  Each member is issued one share of common
stock  only, as evidence of membership and the right to one vote as  long  as
the  member maintains status as an active member.  Only members may hold  the
common stock, which is nontransferable and receives no dividends.

     The  membership  of  Gold  Kist consists of approximately  2,500  farmer
members located principally in Alabama, Florida, Georgia, North Carolina  and
South Carolina.  Any person engaged in the production of farm commodities and
any  firm or corporation whose members or stockholders are persons so engaged
and  any  cooperative  association organized under the cooperative  marketing
laws  of any state, which enters into a marketing and/or purchasing agreement
with the Association, is eligible for membership.

     Gold  Kist offers cooperative marketing services to its member  patrons.
Farm commodities, principally poultry, are marketed by Gold Kist on behalf of
members.    Under  the  standard  Membership,  Marketing,  and/or  Purchasing
Agreement which is entered into between each member and Gold Kist, Gold  Kist
undertakes to market for the member agricultural products delivered which are
of a type marketed by Gold Kist.  The Association also does business with non-
members  and  engages in non-cooperative activities through subsidiaries  and
partnerships.

      Gold  Kist  conducts  broiler  production  operations,  providing  both
marketing   and  purchasing  services  to  its  cooperative   patrons.    The
Association also conducts pork production operations, is a partner in a pecan
processing  and marketing business, and participates as a member  of  limited
liability company which is engaged in the production and sale of hogs.


                                   POULTRY
Broilers

     Gold  Kist's  cooperative broiler operation is  organized  into  broiler
divisions,  each  encompassing one or more of Gold Kist's broiler  complexes.
Each  Gold Kist broiler complex operates within a separate geographical  area
and  includes  within that area broiler flocks, pullet and breeder  (hatching
egg) flocks, one or more hatcheries, a feed mill, poultry processing plant(s)
and management, and accounting office(s), and transportation facilities.  The
complexes  operated  by Gold Kist in fiscal 2002 are headquartered  in  Boaz,
Cullman,  and Russellville, Alabama; Athens, Douglas, Ellijay and Carrollton,
Georgia;  Live  Oak,  Florida; Sanford and Siler City,  North  Carolina;  and
Sumter,  South Carolina.  The broiler growers, pullet producers and  hatching
egg  producers for each complex are members of Gold Kist.  The facilities and
operations  of  each complex are designed to furnish the  growers  flocks  of
chicks,  feed  and  medicines,  and to provide processing  services  for  the
broilers grown.

     The  principal products marketed by Gold Kist are whole chickens, cut-up
chickens, segregated chicken parts and further processed products packaged in
various  forms,  including fresh bulk ice pack, chill pack and  frozen.   Ice
pack  chicken  is  packaged  in  ice  or  dry  ice  and  sold  primarily   to
distributors,  grocery stores and fast food chains.  Chill  pack  chicken  is
packaged  for  retail sale and kept chilled by mechanical refrigeration  from
the packing plant to the store counter.  Frozen chicken is marketed primarily
to  school systems, the military services, fast food chains and in the export
market.   Further processed products, which include preformed breaded chicken
nuggets  and  patties and deboned, skinless and marinated products  are  sold
primarily to fast food and grocery store chains.  Chill pack chicken is  sold
in  certain  localities  under the Gold Kist Farmsr   and  Young  'n  Tenderr
labels; however, some is sold under customers' private labels.  Most  of  the
frozen  chicken  carries the Gold Kistr or Early Birdr label.   Cornish  game
hens  are  marketed in fresh and frozen form primarily to hotels, restaurants
and  grocery stores under the Gold Kist Farms, Young 'n Tender and Medallionr
labels.   Medallion, Big Valuer, Gold Kist Farms, Young 'n Tender  and  Early
Bird are registered trademarks of Gold Kist Inc.

     Principal  raw  materials utilized by Gold Kist for  the  production  of
poultry  include agricultural commodities such as corn and soybeans  utilized
as  feed  ingredients in the production of poultry feed by  the  Association.
The  principal source of these commodities has been domestic U.S. production,
principally  in  the  Midwestern United States.   The  availability  of  feed
ingredients  at  reasonable  to  low  prices  has  been  favorable  for   the
Association because of the increased stocks of such commodities generated  by
large  domestic crops in the last five years.  The Association believes  that
the  availability of such commodities shall continue in the next fiscal  year
but  at  potentially  increased prices due to a reduced domestic  harvest  in
2002.

     Poultry  products  were  marketed  in  fiscal  2002  directly  from  the
Association's  corporate  headquarters in Atlanta.   The  plants  at  Athens,
Carrollton,  Boaz,  and  Live Oak have special distribution  facilities,  and
there are six separate distribution facilities located in Florida, Tennessee,
Ohio  and  Kentucky.   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 poultry  products
produced to order is an important service to customers.

     The  poultry  industry,  just as many other  commodity  industries,  has
historically  been  cyclical.   Prices of  perishable  commodities,  such  as
broilers,  react  directly  to changes in supply  and  demand.   Furthermore,
broilers  are  typically  a high volume, low margin  product  so  that  small
increases  in  costs, such as feed ingredient costs, or  small  decreases  in
price,  can produce losses.  Gold Kist is a purchaser of certain agricultural
commodities  used  for  the manufacture of poultry  feeds.   Gold  Kist  uses
commodity  futures and options for economic hedging purposes  to  reduce  the
effect of changing commodity prices and to ensure supply of a portion of  its
commodity  inventories  and  related  purchase  and  sale  contracts.    Feed
ingredients  futures  and  options contracts have inherent  risk,  such  that
changes  in  the  commodities  futures and options  prices  as  a  result  of
favorable  or  unfavorable  changes  in  the  weather,  crop  conditions   or
government  policy  may  have  an adverse effect  on  Gold  Kist's  net  feed
ingredient cost as compared to the cost in cash markets.  Likewise, Gold Kist
could  benefit  from reduced net feed ingredient cost as a  result  of  these
changes  as  compared  to cost in the cash market.  Results  of  hedging  and
commodity  options  transactions  are reflected  as  an  adjustment  to  feed
ingredient cost in the Association's consolidated financial statements.   See
Item 7A - Quantitative and Qualitative Disclosure About Market Risks and Note
l (c) of Notes to Consolidated Financial Statements.

     The  poultry industry has also traditionally been subject to seasonality
in  demand and pricing.  Generally, the price and demand for poultry products
peaks during the summer months and declines to lower levels during the winter
months of November, December, January and February.  Gold Kist poultry prices
and sales volume follow the general seasonality of the industry.

     The  following table shows the amount and percentage of Gold Kist's  net
sales  volume  from  continuing operations contributed by  sales  of  broiler
products  for each of the years indicated.  See Notes 1 and 11  of  Notes  to
Consolidated Financial Statements.
<TABLE>
<CAPTION>

                                   Fiscal Year Ended (000's Omitted)

                        July 1,         June 30,       June 29,
                        2000            2001           2002
<S>                     <C>             <C>            <C>
Broiler Products
Volume                  $1,743,288      $1,777,495     $1,845,744
Percentage (%)          98.5            98.2           99.0

</TABLE>


                                    PORK

    Gold Kist currently markets hogs raised by producers in Alabama, Georgia,
and  Mississippi.   Feeder pigs are furnished to members who  raise  them  to
produce  hogs  for  marketing.  Feeder pigs are either raised  by  Gold  Kist
members and marketed through Gold Kist to the market hog growers, raised  for
Gold Kist by non-member independent contractors or purchased by Gold Kist  in
the  marketplace.  The Association also has a joint venture arrangement  with
another  regional cooperative association in the form of a limited  liability
hog  sales and production company.  Gold Kist raises and provides young  pigs
for the venture.

     Live  market  hogs are marketed by Gold Kist in the Southeastern  United
States to processors of  pork products, primarily on a competitive bid  basis
in  the states of Alabama, Georgia and Mississippi.  Management believes that
customers are favorably impressed by the quality of its market hogs which  is
principally due to superior breeding stock and management grow-out techniques
employed  by  Gold  Kist.   Gold  Kist competes  with  other  major  national
producers and smaller individual producers, primarily on a regional basis  in
the Southeastern United States.


                             AGRATECH SEEDS INC.

     AgraTech Seeds Inc., a wholly-owned subsidiary of Gold Kist, conducts  a
peanut  genetics  business which consists of research, development,  breeding
and  marketing  of  proprietary seed varieties.   AgraTech  receives  as  its
primary  source  of  income royalties on the sale  of  its  proprietary  seed
varieties  by its licensed associates.  Currently, its proprietary  varieties
include  "GK  7  Hi-Oleic",  "AT  108",  "AT  120",  "AT  120  Hi-Oleic"  and
"ViruGard".


                             YOUNG PECAN COMPANY

     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 11  of Notes to Consolidated Financial Statements.


                                 LUKER INC.

     Luker  Inc.  is  a design, fabrication and installation  firm  primarily
serving   customers  in  the  meat,  poultry,  chemicals  and  wood  products
businesses  with a focus on wastewater treatment systems.  It  is  a  wholly-
owned subsidiary of Gold Kist located in Augusta, Georgia.


                                EXPORT SALES

     Gold  Kist  owns  no physical facilities overseas and  has  no  overseas
employees.   Product sales managers maintain sales networks overseas  through
contacts  with  independent dealers and customers.  During  the  fiscal  year
ended June 29, 2002, the approximate export sales volume of poultry was $74.2
million.   During  that  period, export sales were  mainly  to  customers  in
Russia,  Eastern Europe, the Far East, Mexico, Central and South America  and
the Caribbean.

     Export sales involve an additional element of transportation and  credit
risk to the shipper beyond that normally encountered in domestic sales.

     Gold  Kist  faces  competition for export sales from both  domestic  and
foreign suppliers.  In export poultry sales, Gold Kist faces competition from
other  major  United States producers as well as companies in France,  China,
Thailand,  and  Brazil.   Tariff and non-tariff  barriers  to  United  States
poultry established by the European Economic Community (EEC) since 1962  have
virtually  excluded Gold Kist and other United States poultry exporters  from
the EEC market.  Restrictions placed by Russian authorities on the export  of
U.S.  poultry to Russia in March 2002 adversely impacted the export sales  of
domestic suppliers into fiscal 2003.  In addition, EEC exporters are aided in
price  competition  with  United  States  exporters  in  certain  markets  by
subsidies from their governments.


                                 PROPERTIES

     Gold  Kist  corporate  headquarters  building,  completed  in  1975  and
containing  approximately 260,000 square feet of office space, is located  on
fifteen  acres  of  land  at 244 Perimeter Center Parkway,  N.  E.,  Atlanta,
Georgia.   The land and building are owned by a partnership of Gold Kist  and
Cotton  States Mutual Insurance Company in which partnership Gold  Kist  owns
54%  of the equity.  Gold Kist leases approximately 95,000 square feet of the
building from the partnership.

Poultry

     The poultry processing plants operated as Gold Kist facilities in fiscal
2002 are located at Boaz, Russellville, Trussville and Guntersville, Alabama;
Athens,  Douglas, Ellijay and Carrollton, Georgia; Live Oak, Florida; Sumter,
South  Carolina;  and Sanford and Siler City, North Carolina.   These  plants
have  an  aggregate weekly processing capacity of approximately 14.4  million
broilers  and  400,000  cornish  game hens.   The  plants  are  supported  by
hatcheries  located  at  Albertville, Crossville, Cullman,  Curry,  Ranburne,
Russellville, and Scottsboro, Alabama; and Blaine, Bowdon, Calhoun, Commerce,
Carrollton,  Douglas, and Talmo, Georgia; Live Oak, Florida; Siler  City  and
Staley, North Carolina; and Sumter, South Carolina.  These hatcheries have an
aggregate weekly capacity (assuming 85% hatch) of approximately 15.3  million
chicks.   Additionally, Gold Kist operates twelve feed mills to  support  its
poultry   operations;  the  mills  have  an  aggregate  annual  capacity   of
approximately  4.7 million tons and are located in Guntersville,  Pride,  and
Jasper, Alabama; Ambrose, Calhoun, Cartersville, Commerce, and Waco, Georgia;
Live  Oak,  Florida;  Sumter, South Carolina; and Bonlee  and  Staley,  North
Carolina.

    The Association operated six separate distribution centers in fiscal 2002
in its sales and distribution of poultry products:  Tampa, Pompano Beach, and
Crestview,  Florida;  Nashville,  Tennessee;  Mt.  Sterling,  Kentucky;   and
Cincinnati, Ohio.

     Gold  Kist  currently  operates  four pork  production  centers.   These
production facilities include a gilt production center in Stephens,  Georgia;
two gilt and pork production centers located at Kingston, Georgia; and a boar
and pork production center headquartered in Stephens, Georgia.

     The  Association  holds all of the facilities  in  fee  except  for  the
corporate  headquarters  building  (lease expires  June  30,  2004);  poultry
distribution  facilities at Tampa, Florida (lease expires May 14,  2005)  and
Nashville  (lease  expires  December 31,  2006)  Tennessee;  and  Crossville,
Alabama, poultry hatchery facility (lease expires February 23, 2088).


                    ENVIRONMENTAL AND REGULATORY MATTERS

     Processing  plants  such as those operated by Gold  Kist  are  potential
sources  of  emissions into the atmosphere and, in some  cases,  of  effluent
emissions  into streams and rivers.  Presently, management does not  know  of
any  material capital expenditures for environmental control facilities  that
will  be necessary for the remainder of the current fiscal year and the  next
fiscal  year  in  order to comply with current statutes and regulations.   On
January  29, 1992, the United States Environmental Protection Agency  ("EPA")
sent General Notice Letters designating Gold Kist and several other companies
as  potentially  responsible  parties  ("PRP's")  for  alleged  environmental
contamination at an Albany, Georgia site previously owned by Gold Kist.  Gold
Kist  has  responded to the General Notice Letter denying liability  for  the
contamination.   Gold Kist is unable to estimate at this  time  the  cost  of
compliance, if any, to be required of Gold Kist for the location.  Management
believes that the potential cost of compliance for Gold Kist would not have a
material effect on Gold Kist's financial condition or results of operations.

     The  Georgia Environmental Protection Division ("GEPD") has  listed  the
site  of  the former Gold Kist chemical blending facility in Cordele, Georgia
on Georgia's Hazardous Sites Inventory list under the State's Hazardous Sites
Response  Act  due  to  the  presence of pesticide residue  above  regulatory
standards.   Gold  Kist  sold  this facility in  1985.   Remediation  may  be
required  in  the  future to meet regulatory clean-up standards.   Since  the
extent of the conditions at the site have not been completely defined at this
time,  Gold Kist is unable to estimate cost of the compliance to be  required
of  Gold Kist for this location.  Management believes that the potential cost
of  compliance for Gold Kist would not have a material effect on Gold  Kist's
financial condition or results of operations.

     The  regulatory powers of various federal and state agencies,  including
the federal Department of Labor and the U.S. Department of Agriculture, apply
throughout  the agricultural industry, and many of Gold Kist's  products  and
facilities are subject to the regulations of such agencies.


                               HUMAN RESOURCES

    Gold Kist has approximately 18,000 employees during the course of a year.
Gold  Kist's  processing  facilities operate year round  without  significant
seasonal  fluctuations in manpower requirements.  Gold Kist has approximately
3,500   employees  who  are  covered  by  collective  bargaining  agreements.
Employee relations are considered to be generally satisfactory.


                              PATRONAGE REFUNDS

     The  By-Laws  of  Gold Kist provide that Gold Kist shall  operate  on  a
cooperative  basis.   After the close of each fiscal year,  the  net  taxable
margins  of  Gold Kist for that year from business done with  or  for  member
patrons  (patronage  margins)  are  computed  and,  after  deductions  for  a
reasonable  reserve  for  permanent non-allocated equity  and  after  certain
adjustments, these margins are distributed to members as patronage refunds on
the  basis  of their respective patronage (business done with or through  the
Association) during that year.  Upon the determination of the total patronage
refund  for  any  fiscal  year, this amount is allocated  among  the  several
operations  of  Gold  Kist  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(g) and 6 of Notes to  Consolidated  Financial
Statements.

     The  deduction  for  unallocated reserves  and  retention  of  allocated
reserves  provide means whereby the current and active members of  Gold  Kist
may  finance the Association's continuing operations.  Each fiscal year,  the
members  are  notified by Gold Kist of the amounts, if any,  by  which  their
equity   accounts  have  been  credited  to  reflect  their  allocated,   but
undistributed, portion of the patronage refunds.  Allocated reserves  may  be
retired  and  distributed to members only at the discretion of the  Board  of
Directors  in  the  order  of  retention by years,  although  the  Board  may
authorize  the  retirement  of small aggregate  amounts  (not  in  excess  of
$100.00)  of  reserves  or  the retirement of reserves  in  individual  cases
without  regard  to how long they have been outstanding.  Allocated  reserves
bear  no  interest  and  are subordinate in the event of  insolvency  of  the
Association  to  outstanding  patronage  dividend  certificates  and  to  all
indebtedness of Gold Kist.


                               INCOME TAXATION

     As a cooperative association entitled to the provisions of Subchapter  T
of  the  Internal  Revenue Code, Gold Kist does not pay tax  on  net  margins
derived  from  member  patronage transactions which are  distributed  to  the
members  by  check or in the form of qualified written notices of  allocation
within  8-l/2  months of the close of each fiscal year.  To the  extent  that
Gold  Kist distributes nonqualified written notices of allocation, has income
from  transactions with nonmembers or has income from non-patronage  sources,
it  will  be taxed at the corporate rate.  See Notes l (g) and 7 of Notes  to
Consolidated Financial Statements.

    Gold Kist has subsidiaries which are not cooperatives, and all the income
of these subsidiaries is subject to corporate income taxes.


Item 2.  Properties.

    The principal facilities used in the Association's business are described
in   Item  1.  Business  (and  Properties).   Management  believes  that  the
facilities  are  adequate  and suitable for their  respective  uses  and  the
Association's  current intended operations.  There are no material  liens  or
encumbrances on the properties owned by the Association except for  mortgages
on  all  of  the  Association's poultry facilities to secure  certain  credit
facilities  with  the  Association's  lenders.   See  Note  4  of  Notes   to
Consolidated Financial Statements.


Item 3.  Legal Proceedings.

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



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

     No  matter  was submitted during the fourth quarter of the  fiscal  year
covered by this report to a vote of security holders.


                                   PART II

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

     There is no market for Gold Kist equity.





Item 6.   Selected Financial Data.


                   SELECTED CONSOLIDATED FINANCIAL DATA

      The  selected  consolidated financial data presented  below  under  the
captions "Consolidated Statement of Operations Data" for each of the years in
the  five-year  period  ended June 29, 2002 and "Consolidated  Balance  Sheet
Data"  as  of June 27, 1998, June 26, 1999, July 1, 2000, June 30,  2001  and
June  29, 2002 are derived from the consolidated financial statements of Gold
Kist Inc. and subsidiaries.  The consolidated financial statements as of June
30, 2001 and June 29, 2002 and for each of the years in the three-year period
ended  June  29,  2002, and the report thereon of KPMG LLP,  which  is  based
partially  upon the report of other auditors, are included elsewhere  herein.
The   information  set  forth  below  should  be  read  in  conjunction  with
Management's  Discussion and Analysis of Consolidated Results  of  Operations
and   Financial  Condition  and  the  aforementioned  consolidated  financial
statements, the related notes and the auditors' reports.


<TABLE>
<CAPTION>
                                For Fiscal Years Ended (000's omitted)
                           June 27,   June 26,   July 1,  June 30,  June 29,
Consolidated Statement of    1998       1999      2000      2001      2002
  Operations Data:
<S>                        <C>       <C>        <C>       <C>       <C>
Net sales volume          $1,704,857 1,822,708  1,770,453 1,810,755 1,863,828
Margins (loss) from
  continuing operations   $  (56,911)   68,815    (26,503)   33,280    47,629
</TABLE>
<TABLE>
<CAPTION>
                                          As of (000's omitted)
                            June 27,   June 26,   July 1,  June 30,  June 29,
Consolidated Balance Sheet    1998      1999       2000      2001      2002
  Data:
<S>                        <C>          <C>       <C>        <C>      <C>
Total assets               $1,080,655   814,137   881,290    870,056  789,529
Long-term liabilities      $  376,553   275,408   331,837    322,289  314,858
Patrons' and other equity  $  234,006   279,367   239,490    272,550  283,161
</TABLE>

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


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

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

   The industry has experienced volatility in results of operations over  the
last  five years and the following information addresses the various  factors
that  have influenced the results and financial condition of Gold Kist during
that period.  During fiscal 1998, broiler market prices were approximately 4%
lower  than in fiscal 1997, however market prices strengthened in the  fourth
quarter.  Favorable broiler market prices continued during the first half  of
fiscal  1999  as  a  result  of industry-wide live production  problems  that
restricted broiler supplies.  Broiler prices weakened in the second  half  of
fiscal  1999  as  the  live production problems were  resolved  and  supplies
increased.  Market prices for poultry dark meat were weak during fiscal  1999
as  a  result of the Russian and Asian economic crises that began during  the
summer  of 1998.  Depressed broiler prices continued through fiscal 2000  and
most  of fiscal 2001 due to increased production levels and the large  supply
of  competing meats (pork and beef).  Broiler prices strengthened during  the
first  half of fiscal 2002 due to an improved supply/demand balance.   Strong
export  demand, principally from Russia, favorably impacted both foreign  and
domestic  markets and fueled higher broiler prices through  the  first  eight
months  of fiscal 2002.  However, on March 10, 2002, Russia banned the import
of  U.S. poultry.  This led to downward pressure on broiler sales prices  due
to  excess  domestic  supply.   Export sales industry-wide  declined  by  20%
during  the  fourth quarter of fiscal 2002.  Although the ban was  lifted  in
April  2002,  normal shipments have not resumed as new product specifications
are  being  developed  and poultry plant recertifications  are  required  for
export  eligibility  to  Russia.  Depressed broiler prices  are  expected  to
continue  into  fiscal 2003 until export shipments recover or  other  factors
impact the supply/demand imbalance.

  According to the U.S. Department of Agriculture's (USDA) World Agricultural
Outlook  Board,  the  forecast for calendar 2002 broiler meat  production  is
31.96  billion  pounds, ready-to-cook weight, 3.3% above  the  30.94  billion
pounds produced in 2001.  The estimate for calendar 2003 production is  32.65
billion  pounds,  2.2% over the 2002 forecast.  This rate of  increase  could
contribute  to  the  supply/demand imbalance until normalcy  returns  to  the
export  markets.   This projected increase does not consider  the  impact  of
reduced  export volume and higher feed costs.  Recent egg placements indicate
a lower rate of increase in production.

   The  cost  of  feed  grains, primarily corn and soybean  meal,  represents
approximately  fifty percent of total broiler production  costs.   Prices  of
feed  grain commodities fluctuate in response to worldwide supply and demand.
Average  cash market prices for corn and soybean meal declined 18%  and  20%,
respectively,  during fiscal 1998 as a result of the favorable  1997  harvest
and  reduced  exports  of agricultural commodities.  In  1999,  average  cash
market  prices  for corn and soybean meal declined 20% and 34%, respectively,
as  a  result  of  favorable U.S. grain production and the decline  in  world
demand  for feed grains.  Feed grain prices generally held steady or slightly
above  these  levels through fiscal 2002.  Corn and soybean meal  prices  are
expected  to increase in 2003 due to stronger worldwide demand and a  reduced
U.S.  crop  due  to weather problems in grain producing areas.  Historically,
higher  feed prices have led to restraints on production and improved broiler
prices.

   Poultry  export sales for fiscal 2000, 2001 and 2002 were  $48.8  million,
$68.8  million  and  $74.2 million, respectively. Starting  in  fiscal  2000,
export markets strengthened as demand from Russia increased due to changes in
import tariffs and improved economic conditions due to the rise in world  oil
prices,  which  led  to  increased consumption.  Increased  demand  continued
through  fiscal  2001 due to the ban on red meat imports  from  the  European
Union  leading to the 41% increase in export sales over 2000.   Export  sales
continued strong through the first half of fiscal 2002, increasing  49%  over
the  same  period in fiscal 2001.  However, due to the Russian ban  mentioned
above,  export sales for the last four months of fiscal 2002 decreased  57.1%
as  compared  to  the same period in fiscal 2001.  A return to  prior  years'
level of export sales of poultry products will be dependent on the resumption
of  normal  shipments  to Russia, as well as credit availability  to  foreign
countries  and  political  and economic stability,  particularly  in  Russia,
Eastern Europe and the Far East.

   In  June  2002,  the  Association adopted a  plan  to  withdraw  from  and
discontinue  participation in the pecan processing and marketing  partnership
within  the  2003  fiscal year.  Accordingly, the operating  results  of  the
partnership  have  been  segregated from continuing operations  and  reported
separately  in  the  Statements of Operations.   See  Note  11  of  Notes  to
Consolidated  Financial Statements.  The Association's continuing  operations
are principally comprised of its poultry production, processing and marketing
operations.   The  discussion  and analysis of  results  of  operations  that
follows  relates  to  the  continuing operations of the  Association,  unless
otherwise  noted, for each of the years in the three-year period  ended  June
29, 2002.

                            Results of Operations

  Fiscal 2001 Compared to Fiscal 2000

   For  2001, net sales increased 2.3% from $1.77 billion in fiscal  2000  to
$1.81  billion in 2001.  The increase was due primarily to a 1.4% improvement
in  average  selling  prices  and  a 1.1% improvement  in  processing  yield,
partially  offset  by  the additional one-week period  in  2000  and  a  4.6%
reduction  in live weight pounds processed.  On a comparable per week  basis,
net  sales  increased  4.2% for 2001 as compared to  2000.   Poultry  selling
prices  continued to be depressed in 2001 by an excess supply of poultry  and
other  competing  meats  such as beef and pork.   A  temporary  reduction  in
broiler  placements beginning in the first fiscal quarter of 2001  moderately
reduced  the  rate  of  growth  in broiler supplies  and  contributed  to  an
improvement in selling prices.

   The  Association had net operating margins of $65.5 million  for  2001  as
compared to a net operating loss of $21 million in 2000.  The increase in net
operating  margins  was  due primarily to the $33.7  million  gain  from  the
curtailment  of the post retirement medical benefit plan and related  pension
plan   settlements  (see  Note  8(b)  of  Notes  to  Consolidated   Financial
Statements) and improved poultry selling prices.  Lower cost of sales in 2001
reflects  the one-week reduction in the reporting period from the prior  year
and  the receipt in 2001 of $6.4 million representing Gold Kist's share as  a
class claimant in the vitamin antitrust class action litigation.  However,  a
1%  increase in average feed costs and higher processing expenses and  energy
costs  partially offset these factors. The Association's pork division posted
an  operating  margin  of $2.4 million in 2001 as compared  to  an  operating
margin  of  $86 thousand for 2000.  The impact of cost reductions implemented
in  2001,  including salary freezes/reductions and benefit  program  changes,
partially  offset  the increase in distribution, administrative  and  general
expenses.   The  overall  increase was principally due  to  higher  incentive
compensation attributable to the earnings improvement in 2001.

   The  components  in  other deductions totaled $18.9  million  in  2001  as
compared  to $27.8 million in 2000.  Interest and dividend income  was  $11.3
million for 2001 as compared to $8.3 million for 2000.  The increase was  due
to  the  receipt of the interest and dividends for the full 2001 period  from
the  Southern  States  preferred securities, which were acquired  in  October
1999.   See  Note  10(a)  of  Notes  to  Consolidated  Financial  Statements.
Interest  expense was $40 million for 2001 as compared to $30.4  million  for
2000, an increase of 31%.  The increase was caused by higher average interest
rates  and  loan  balances, and expenses/fees related to the  senior  secured
credit  agreement  established November 3,  2000.    Equity  in  earnings  of
affiliate  of  $10  million  represented the Association's  share  of  Golden
Peanut's earnings for 2001 in accordance with the membership agreement.   The
earnings were principally attributable to the reversal of previously  accrued
litigation expense, with Gold Kist's share approximating $7.3 million, due to
a  judgment  that was vacated by the Georgia Court of Appeals in March  2001.
Improved  peanut market prices also contributed to the earnings  improvement.
These  results compared to a $4.4 million share of the affiliate's  loss  for
2000  due  principally to accrued litigation expenses related to the judgment
that  was  vacated in 2001.  See Notes 9 and 10(c) of Notes  to  Consolidated
Financial  Statements.  Miscellaneous, net was a deduction of  $241  thousand
for 2001 as compared to a deduction of $1.3 million for 2000.  Income from  a
hog grow-out joint venture with another regional cooperative was $2.1 million
in 2001 as compared to $775 thousand in 2000.  Strong increases in hog market
prices gave rise to this improvement.

  The combined federal and state effective tax rate for 2001 was 29% compared
to  (46)%  in  2000.   Income tax expense for the periods presented  reflects
income taxes at statutory rates adjusted for available tax credits, dividends
received deductions and deductible nonqualified equity redemptions.  See Note
7 of Notes to Consolidated Financial Statements.

  Fiscal 2002 Compared to Fiscal 2001

   For  2002,  net sales increased 2.9% from $1.81 billion in the  comparable
period last year to $1.86 billion in the current year.  The increase was  due
primarily to a 1% improvement in average selling prices and a 4% increase  in
live  weight  pounds  processed.  The increase in poultry  sales  prices  was
principally  due  to  strong export demand, experienced industry-wide,  which
favorably  impacted both foreign and domestic markets.  The increased  export
demand,  principally from Russia, strengthened broiler sales  prices  through
the  first  half  of  fiscal 2002.  However, on March 10, Russia  banned  the
import  of  U.S.  poultry.  This led to downward pressure  on  broiler  sales
prices  and  reduced  export sales industry-wide during the  second  half  of
fiscal  2002.   Although  the  ban was lifted in  April  2002,  only  limited
shipments have resumed as new product specifications are being developed  and
poultry plant recertifications are required for export eligibility to Russia.
Export sales only comprise approximately 4% of the Association's gross  sales
volume, however the increased domestic supply caused by the embargo led to  a
2.7% decrease in overall broiler sales prices in the fourth quarter of fiscal
2002.

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

  The components in other deductions totaled $76 thousand in 2002 as compared
to an $18.9 million deduction in 2001.  Interest and dividend income was $9.4
million for 2002 as compared to $11.3 million for 2001.  The decrease was due
to  the  receipt of the dividends for only the first half of  2002  from  the
Southern States preferred securities.  No dividends were paid or declared  on
the  preferred securities for the second half of 2002.  Interest expense  was
$28  million for 2002 as compared to $40 million for 2001, a decrease of 30%.
The  decrease was due to lower average loan balances resulting from  improved
cash  flow from operations and from the sale of investments, and lower market
interest  rates.   See Note 4 of Notes to Consolidated Financial  Statements.
The sale of the marketable equity security and other investments resulted  in
a  pretax net gain of $15.6 million in 2002.  The Association withdrew  as  a
member of Golden Peanut Company effective June 30, 2001 and therefore had  no
equity  in the earnings of the affiliate for fiscal 2002 as compared  to  $10
million  in  fiscal 2001.  Miscellaneous, net was income of $2.9 million  for
2002 as compared to a deduction of $241 thousand for 2001.  Income from a hog
grow-out joint venture with another regional cooperative was $1.1 million  in
2002  as  compared to $2.1 million in 2001 due to a decrease  in  hog  market
prices.   This reduction was more than offset by gains on sales of assets  of
approximately  $1.4  million in fiscal 2002 as compared  to  losses  of  $2.7
million in 2001.

  The combined federal and state effective tax rate for 2002 was 32% compared
to 29% in 2001.  Income tax expense for the periods presented reflects income
taxes  at  statutory  rates  adjusted for available  tax  credits,  dividends
received deductions and deductible nonqualified equity redemptions.  See Note
7 of Notes to Consolidated Financial Statements.

   In  June  2002,  the  Association adopted a  plan  to  withdraw  from  and
discontinue  participation in the pecan processing and marketing  partnership
within  the  2003  fiscal year.  Accordingly, the operating  results  of  the
partnership  have  been  segregated from continuing operations  and  reported
separately  in  the  Statements of Operations.   See  Note  11  of  Notes  to
Consolidated Financial Statements.

                             Financial Condition

Liquidity and Capital Resources

   The  Association's liquidity is dependent upon funds from  operations  and
external  sources  of  financing.  At July 1, 2001, the principal  source  of
external financing was a $240 million Senior Secured Credit Facility  with  a
group  of  financial  institutions  that  included  a  $100  million  364-day
revolving line of credit, a $95 million two-year term loan, and a $45 million
five-year term loan.  The Association also had $41.1 million term loans  with
an  agricultural  bank  and $55 million in senior  notes  with  an  insurance
company.   The  Association's senior notes, senior secured credit  facilities
and  term  loan with an agricultural credit bank are secured by substantially
all  of  the Association's inventories, receivables, and property, plant  and
equipment.

   On  October 23, 2001, the Association refinanced its Senior Secured Credit
Facility,  replacing the $100 million 364-day revolving line  of  credit  due
November 3, 2001 with a $110 million revolving line of credit due October 23,
2002.    The  $95  million  two-year term loan due  November  2002  was  also
replaced with a $95 million two-year term loan due October 2003.  Other terms
and  conditions of the credit facility were essentially unchanged.   At  June
29,  2002,  the Association had unused loan commitments of $94 million.   See
Note 4 of Notes to Consolidated Financial Statements.

   On September 6, 2002, the Company received $205 million in commitments  to
refinance and extend the Senior Secured Credit facilities that will include a
$110  million Revolving Credit Facility maturing November 2, 2004 and  a  $95
million  Term  Loan  maturing November 2, 2005.  The interest  rates  on  the
facility will range from 1.50% to 2.25% over LIBOR, adjusted quarterly  based
on the Association's financial condition.  Other terms and conditions will be
essentially unchanged.

   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 of debt  agreements  specify  minimum
consolidated   tangible  net  worth,  current  ratio   and   coverage   ratio
requirements,  as  well as a limitation on the total debt  to  total  capital
ratio.   The  debt  agreements place a limitation  on  capital  expenditures,
equity distributions, cash patronage refunds, commodity hedging contracts and
additional loans, advances or investments.  At June 29, 2002, the Association
was in compliance with all applicable loan covenants.  See Note 4 of Notes to
Consolidated Financial Statements.

   In October 1998, the Association completed the sale of assets of the Agri-
Services  segment to Southern States.  In order to complete the  transaction,
the  Association  committed  to purchase from  Southern  States,  subject  to
certain  terms and conditions, up to $100 million principal amount of capital
trust  and  preferred securities if Southern States was unable to market  the
securities  to other purchasers.  In October 1999, the Company purchased  for
$98.6  million  the  $100  million principal  amount  of  capital  trust  and
preferred securities as required under the commitment.  The securities  carry
a  current weighted average dividend rate of 8.5%.  Gold Kist is permitted to
sell  the securities, which are classified as noncurrent investments  in  the
accompanying  consolidated balance sheets, pursuant to applicable  securities
regulations.  See Note 10(a) of Notes to Consolidated Financial Statements.

   In  2000,  the  operating activities of continuing  operations  used  $7.8
million in cash as a result of the net operating loss caused by the depressed
poultry  market  conditions.  Net cash used in investing activities  included
the  purchase  of  the Southern States securities for $98.6 million  and  the
repurchase of accounts and crop notes receivable from Southern States  for  a
net  amount of $20.5 million.  In addition, cash was used to pay for  capital
expenditures  of $29.9 million and to pay patronage refunds  and  net  equity
redemptions of $5.8 million.  Existing cash balances and increases  in  short
and long-term borrowings were used to fund these expenditures.

   In  2001,  cash  provided by operating activities  was  $71.9  million,  a
significant   improvement  from  2000.   Operating  cash  flow  provided   by
depreciation  and amortization expense and reductions in current  assets  was
partially  offset  by  the  noncash gain from the  curtailment  of  the  post
retirement medical plan and related pension plan settlements, and the  equity
in  the undistributed earnings of Golden Peanut Company.  The net cash  flows
from  operating  activities, along with additional net long-term  borrowings,
was used to repay the single installment senior note of $20 million and short-
term  borrowings, which included maturing Subordinated Certificates,  and  to
pay  for capital expenditures of $33.5 million and net equity redemptions  of
$5.9 million.

   In  2002,  cash  provided from operating activities  was  $68  million  as
compared  to $71.9 million in 2001.  The cash flow from operating  activities
in  fiscal 2002, along with the cash provided from the sale of investments of
$90.9  million, was used to repay short-term and long-term borrowings,  which
included  the  equity swap loan agreement, the revolving line of  credit  and
maturing  Subordinated Certificates.  Capital expenditures of  $38.9  million
and  net  equity redemptions of $4.4 million were also paid through the  cash
provided by operating and investing activities.

   Working capital and patrons' and other equity were $160 million and $283.2
million,  respectively, at June 29, 2002 as compared to  $121.1  million  and
$272.6  million,  respectively, at June 30, 2001.  The  increase  in  working
capital  reflected the increase in inventories and other current assets,  and
the repayment of short-term borrowings from cash provided from operations and
the  sale  of  investments.  The increase in patrons'  equity  reflected  the
improvement in net margins for fiscal 2002, net of equity redemptions.

   The  Association plans capital expenditures approximating $55  million  in
2003  that primarily include expenditures for expansion of further processing
capacity and technological advances in poultry production and processing.  In
addition,  planned capital expenditures include other asset improvements  and
necessary  replacements.  Management intends to finance planned 2003  capital
expenditures  and related working capital needs with existing cash  balances,
cash  expected  to be provided from operations and additional borrowings,  as
needed.   In  2003, management expects cash expenditures to approximate  $6.7
million for equity redemptions and cash patronage refunds.  In addition,  the
Association  has committed a $10 million capital contribution  to  the  Young
Pecan  Company partnership subject to completion of refinancing that relieves
Gold Kist of its loan guarantee commitment.  Lease commitments, debt payments
and  loan  guarantees  are  discussed in Notes  4,  5  and  11  of  Notes  to
Consolidated Financial Statements.

   In  connection  with  the sale of assets of the Agri-Services  segment  to
Southern  States during 1999, Gold Kist discontinued the sale of Subordinated
Certificates.  The Association believes cash on hand and cash equivalents  at
June  29,  2002 and cash expected to be provided from operations, in addition
to   borrowings  available  under  committed  credit  arrangements,  will  be
sufficient  to maintain cash flows adequate for the Association's operational
objectives  during  2003,  to fund the repayment of outstanding  Subordinated
Certificates as they mature and to meet the above 2003 obligations.

Critical Accounting Policies

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

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

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

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

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

   Discontinued Operations - During June 2002, the Company adopted a plan  to
dispose  of  its investment in a pecan processing and marketing  partnership.
Under  the  Accounting  Principles Board's Opinion No.  30,  the  Company  is
required to estimate and accrue operating losses during the phase-out period,
as well as any estimated loss upon final withdrawal from the partnership.  As
of  June 29, 2002, the Company did not accrue any losses during the phase-out
period  or  upon  withdrawal, as management estimates that no further  losses
will  be  incurred  in  future  periods.  If  conditions  change  from  these
estimates,  there  could be a material impact on results  of  operations  and
financial position.

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

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.  In light of  these  risks  and
uncertainties,  the Association cautions readers not to place undue  reliance
on  any forward-looking statements.  The Association undertakes no obligation
to  publicly  update or revise any forward-looking statements  based  on  the
occurrence of future events, the receipt of new information or otherwise.

   Among the factors that may affect the operating results of the Association
are  the  following:  (i) fluctuations in the cost and  availability  of  raw
materials,  such  as feed grain costs; (ii) changes in the  availability  and
relative  costs  of labor and contract growers; (iii) market  conditions  for
finished  products, including the supply and pricing of alternative proteins;
(iv) effectiveness of sales and marketing programs; (v) risks associated with
leverage,  including refinancing and cost increases due  to  rising  interest
rates;  (vi) changes in regulations and laws, including changes in accounting
standards, environmental laws and occupational, health and safety laws; (vii)
access  to  foreign  markets together with foreign economic  conditions;  and
(viii) changes in general economic conditions.

Effects of Inflation

   The major factor affecting the Association's net sales volume and cost  of
sales  is  the change in commodity market prices for broilers, hogs and  feed
grains.   The  prices  of  these commodities are  affected  by  world  market
conditions  and  are volatile in response to supply and demand,  as  well  as
political  and economic events.  The price fluctuations of these  commodities
do not necessarily correlate with the general inflation rate.  Inflation has,
however, affected operating costs such as labor, energy and material costs.

Future Accounting Requirements

   The  Financial Accounting Standards Board (FASB) has issued  Statement  of
Financial  Accounting  Standards  (SFAS) No.  143  on  Accounting  for  Asset
Retirement  Obligations and SFAS No. 144 on Accounting for the Impairment  or
Disposal  of Long-Lived Assets.  These statements will be effective  for  the
Company's fiscal year beginning June 30, 2002 and are not expected to have  a
material impact on the Company's consolidated financial statements.

   The  FASB has also issued SFAS No. 145, Rescission of FASB Statements Nos.
4,  44  and 64, Amendment of FASB Statement No. 13 and Technical Corrections;
and  SFAS  No.  146, Accounting for Costs Associated with  Exit  or  Disposal
Activities.  These statements will be effective for the Company's fiscal year
beginning  June  29,  2003.   The  Company does  not  anticipate  that  these
statements  will  have  a  material  impact  on  the  Company's  consolidated
financial statements.

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

Market Risk

   The  principal  market  risks affecting the Association  are  exposure  to
changes  in commodity prices and interest rates on borrowings.  Although  the
Company  has  international net sales volume and related accounts  receivable
for  foreign  customers, there is no foreign currency exchange  risk  as  all
sales are denominated in United States dollars.

Commodities Risk

  The Association is a purchaser of certain agricultural commodities used for
the manufacture of poultry feeds.  The Association uses commodity futures and
options  for  economic  hedging purposes to reduce  the  effect  of  changing
commodity  prices  and  to  ensure supply  of  a  portion  of  its  commodity
inventories  and  related  purchase  and sale  contracts.   Feed  ingredients
futures  and option contracts, primarily corn and soybean meal, are accounted
for  at market.  Changes in fair value on these commodity futures and options
are recorded as a component of product cost in the consolidated statements of
operations.  Terms of the Association's secured credit facility limit the use
of   forward   purchase  contracts  and  commodities  futures   and   options
transactions.  At June 30, 2001 and June 29, 2002, the notional  amounts  and
fair  value  of the Association's outstanding commodity futures  and  options
positions were not material.

Interest Rate Risk

   The  Association has exposure to changes in interest rates on certain debt
obligations.   The  interest  rates on the Senior Secured  Credit  facilities
fluctuate based on the London Interbank Offered Rate (LIBOR).  See Note 4  of
Notes to Consolidated Financial Statements.

Item 8.    Financial Statements and Supplementary Data.


                             INDEX

FINANCIAL STATEMENTS:                                      Page

 GOLD KIST INC.
 CONSOLIDATED FINANCIAL STATEMENTS:
 Independent Auditors' Reports                              17
 Consolidated Balance Sheets as of June 30, 2001 and
   June 29, 2002                                            19
 Consolidated Statements of Operations for the years
   ended July 1, 2000, June 30, 2001 and June 29, 2002      20
 Consolidated Statements of Patrons' and Other Equity
   and Comprehensive Income (Loss) for the years
   ended July 1, 2000, June 30, 2001 and June 29, 2002      21
 Consolidated Statements of Cash Flows for the years
   ended July 1, 2000, June 30, 2001 and June 29, 2002      22
 Notes to Consolidated Financial Statements                 23

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

 FINANCIAL STATEMENT SCHEDULE:
 Valuation Reserves and Qualifying Accounts for the
   years ended July 1, 2000, June 30, 2001 and
   June 29, 2002                                            42




                        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 30, 2001 and June 29, 2002, and the related
consolidated  statements  of  operations,  patrons'  and  other  equity   and
comprehensive  income (loss), and cash flows for each of  the  years  in  the
three-year  period ended June 29, 2002, as listed in the accompanying  index.
In  connection  with our audits of the consolidated financial statements,  we
also  have  audited  the  financial  statement  schedule  as  listed  in  the
accompanying  index.  These consolidated financial statements  and  financial
statement  schedule are the responsibility of the Company's management.   Our
responsibility  is  to  express  an opinion on these  consolidated  financial
statements and financial statement schedule based on our audits.  We did  not
audit the consolidated financial statements of Golden Peanut Company, LLC and
Subsidiaries,  an  investment  accounted  for  using  the  equity  method  of
accounting,  as  described  in  Note  10(c)  to  the  consolidated  financial
statements,  as  of June 30, 2001 and for each of the years in  the  two-year
period  ended June 30, 2001.  The consolidated financial statements of Golden
Peanut  Company,  LLC and Subsidiaries were audited by other  auditors  whose
report  has  been furnished to us, and our opinion, insofar as it relates  to
the  amounts included for Golden Peanut Company, LLC and Subsidiaries  as  of
June 30, 2001 and for each of the years in the two-year period ended June 30,
2001, is based solely on the report of the other auditors.

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

    In our opinion, based on our audits and the report of the other auditors,
the  consolidated financial statements referred to above present  fairly,  in
all  material  respects,  the  financial  position  of  Gold  Kist  Inc.  and
subsidiaries as of June 30, 2001 and June 29, 2002, and the results of  their
operations  and  their  cash flows for each of the years  in  the  three-year
period  ended  June  29,  2002,  in  conformity  with  accounting  principles
generally accepted in the United States of America.  Also in our opinion, the
related  financial  statement schedule, when considered in  relation  to  the
basic consolidated financial statements taken as a whole, presents fairly, in
all material respects, the information set forth therein.




                                   KPMG LLP


Atlanta, Georgia
September 6, 2002


                          REPORT OF INDEPENDENT AUDITORS



The Board of Directors
Golden Peanut Company, LLC

    We  have  audited the accompanying consolidated balance sheet  of  Golden
Peanut Company, LLC and subsidiaries (the "Company") as of June 30, 2001, and
the  related consolidated statements of operations, members' equity, and cash
flows  for  each  of  the two years in the period ended June  30,  2001  (not
presented   separately   herein).   These  financial   statements   are   the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our audits.

    We  conducted our audits in accordance with auditing standards  generally
accepted  in  the United States.  Those standards require that  we  plan  and
perform  the audit to obtain reasonable assurance about whether the financial
statements  are free of material misstatement.  An audit includes  examining,
on  a  test  basis,  evidence supporting the amounts and disclosures  in  the
financial  statements.   An  audit  also includes  assessing  the  accounting
principles  used  and significant estimates made by management,  as  well  as
evaluating the overall financial statement presentation.  We believe that our
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, LLC and subsidiaries at June 30, 2001, and the  consolidated
results of their operations and their cash flows for each of the two years in
the  period  ended  June  30, 2001, in conformity with accounting  principles
generally accepted in the United States.


                                        Ernst & Young LLP


Atlanta, Georgia
August 31, 2001, except
for the fourth paragraph
of Note 11, as to which
the date is September 17, 2001


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

<CAPTION>
                                                June 30, 2001  June 29, 2002
                             ASSETS
<S>                                                <C>            <C>
Current assets:
 Cash and cash equivalents                         $  11,339        8,997
 Receivables, principally trade, less
  allowance for doubtful accounts of
  $2,449 in 2001 and $1,194 in 2002                  106,997      110,470
 Inventories (note 2)                                175,054      191,130
 Deferred income taxes                                18,177       18,285
 Investments (note 10)                                72,002            -
 Other current assets                                 12,735       22,587
  Total current assets                               396,304      351,469
Investments (notes 1(f) and 10)                      121,612       91,311
Property, plant and equipment, net
 (note 3)                                            230,167      229,476
Prepaid pension costs                                 43,110       43,419
Other assets                                          78,863       73,854
                                                    $870,056      789,529


                     LIABILITIES AND EQUITY
Current liabilities:
 Notes payable and current maturities of
  long-term debt (note 4):
  Short-term borrowings                             $ 98,220       10,000
  Current maturities of long-term debt                22,913       15,626
                                                     121,133       25,626
 Accounts payable                                     72,898       69,275
 Accrued compensation and related
  expenses                                            32,159       30,048
 Interest left on deposit (note 4)                    11,900        9,773
 Other current liabilities                            37,127       38,407
 Net liabilities - discontinued
  operations (note 11)                                     -       18,381
  Total current liabilities                          275,217      191,510
Long-term debt, less current maturities
 (note 4)                                            266,285      250,644
Accrued postretirement benefit costs
 (note 8(b))                                          32,143       29,628
Other liabilities                                     23,861       34,586
  Total liabilities                                  597,506      506,368
Patrons' and other equity (note 6):
 Common stock, $1.00 par value - Authorized
  500 shares; issued and outstanding 29 in
  2001 and 18 in 2002                                     29           18
 Patronage reserves                                  189,278      195,620
 Accumulated other comprehensive income (loss)        15,450       (2,169)
 Retained earnings                                    67,793       89,692
  Total patrons' and other equity                    272,550      283,161
Commitments and contingencies (notes 4, 5, 6,
 8, 9 and 11)
                                                    $870,056      789,529


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

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


<CAPTION>
                                                  Years Ended
                                   July 1, 2000  June 30, 2001 June 29, 2002
<S>                                <C>            <C>             <C>
Net sales volume                    $1,770,453     1,810,755      1,863,828
Cost of sales                        1,709,183     1,690,437      1,706,582
  Gross margins                         61,270       120,318        157,246
Distribution, administrative
  and general expenses                  82,297        88,507         87,486
Benefit plans curtailment and
  settlements gain (note 8(b))               -        33,727              -
  Net operating margins (loss)         (21,027)       65,538         69,760
Other income (deductions):
  Interest and dividend
    income (note 10(a))                  8,262        11,328          9,426
  Interest expense (note 4)            (30,425)      (39,996)       (27,962)
  Gain on sale of marketable
    equity security and other
    investments (note 10(b))                 -             -         15,578
  Equity in earnings (loss) of
    affiliate (note 10(c))              (4,393)       10,048              -
  Miscellaneous, net
    (note 10(b))                        (1,272)         (241)         2,882
       Total other deductions          (27,828)      (18,861)           (76)
  Margins (loss) from
    continuing operations
    before income taxes                (48,855)       46,677         69,684
Income tax expense (benefit)-
  (note 7)                             (22,352)       13,397         22,055
  Margins (loss) from
    continuing operations              (26,503)       33,280         47,629
Discontinued operations (note 11):
  Gain (loss) from operations of
    discontinued joint venture
    partnership (less applicable
    income tax expense (benefit)
    of $198 thousand, $(126)
    thousand and $(7.3) million
    for July 1, 2000, June 30,
    2001 and June 29, 2002,
    respectively)                          417          (214)       (13,543)
  Net margins (loss)                $  (26,086)       33,066         34,086




        See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
                               GOLD KIST INC.
             CONSOLIDATED STATEMENTS OF PATRONS' AND OTHER EQUITY
                       AND COMPREHENSIVE INCOME (LOSS)
       For the Years Ended July 1, 2000, June 30, 2001 and June 29, 2002
                            (Amounts in Thousands)

  <CAPTION>
                                          Accumulated other
                                     comprehensive income (loss)
                                        Unrealized
                                      gain (loss) on  Pension
                    Common  Patronage   marketable    liability   Retained
                     Stock  reserves  equity security adjustment  earnings  Total
<S>                   <C>   <C>          <C>           <C>        <C>         <C>
June 26, 1999         31    204,080      19,015         (345)     56,586   279,367
 Comprehensive loss:
  Net loss for 2000    -          -           -            -     (26,086)  (26,086)
  Change in value
   of marketable
   equity security,
   net of tax
   (note 10(b))        -          -     (10,268)           -           -   (10,268)
  Additional minimum
   pension liability   -          -           -         (237)          -      (237)
 Total comprehensive
  loss                                                                     (36,591)
 Redemptions and
  other changes       (1)    (6,560)          -            -       3,275    (3,286)
July 1, 2000          30    197,520       8,747         (582)     33,775   239,490
 Comprehensive
  income:
  Net margins for
   2001                -          -           -            -      33,066    33,066
  Change in value
   of marketable
   equity security,
   net of tax
   (note 10(b))        -          -       8,812            -           -     8,812
  Additional minimum
   pension liability   -          -           -       (1,527)          -    (1,527)
 Total comprehensive
  income                                                                    40,351
 Redemptions and other
  changes             (1)    (8,242)          -            -         952    (7,291)
June 30, 2001         29    189,278      17,559       (2,109)     67,793   272,550
 Comprehensive income:
  Net margins for
   2002                -     14,248           -            -      19,838    34,086
  Change in value of
   Marketable equity
   security, net of
   tax (note 10(b))    -          -       7,920            -           -     7,920
  Reclassification
   adjustment, gain
   on sale of
   marketable equity
   security, net of
   tax (note 10(b))    -          -     (25,479)           -           -   (25,479)
  Additional minimum
   Pension liability   -          -           -          (60)          -       (60)
 Total comprehensive
  income                                                                    16,467
 Cash portion of
  nonqualified
  patronage refund     -     (1,656)          -            -           -    (1,656)
 Redemptions and
  other changes      (11)    (6,250)          -            -       2,061    (4,200)
June 29, 2002       $ 18    195,620           -       (2,169)     89,692   283,161



     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, 2000  June 30, 2001 June 29, 2002
<S>
Cash flows from operating          <C>             <C>           <C>
  activities:
 Margins (loss) from continuing
  operations                       $ (26,503)        33,280       47,629
 Non-cash items included in
  margins (loss) from continuing
  operations:
  Depreciation and amortization       43,312         42,747       39,071
  Post retirement benefit plan
   curtailment gain                        -        (33,727)           -
  Gain on sale of marketable
   equity security and other
   investments                          (406)             -      (15,578)
  Equity in (earnings) loss of
   partnership                         4,393        (10,048)           -
  Deferred income tax expense
  (benefit)                          (18,431)        13,929       14,013
  Other                                3,876            913        5,632
 Changes in operating assets and
  liabilities:
  Receivables                          2,362           (299)      (3,473)
  Inventories                           (262)         8,007      (16,076)
  Other current assets                 1,069          6,715        6,392
  Accounts payable, accrued and
   other expenses                    (17,241)        10,423       (9,610)
Net cash provided by (used in)
 operating activities of
 continuing operations                (7,831)        71,940       68,000
Cash flows from investing
 activities:
 Acquisitions of investments         (98,605)          (818)        (671)
 Acquisitions of property, plant
  and equipment                      (29,874)       (33,495)     (38,899)
 Proceeds from disposal of
  investments                          3,429              8       90,891
 Other                                (2,592)         1,523       (6,092)
Net cash provided by (used in)
 investing activities of
 continuing operations              (127,642)       (32,782)      45,229
Net cash provided by (used in)
 investing activities of
 discontinued operations:
  Repurchase of accounts and crop
   notes receivable, net             (20,538)             -            -
  Other                                3,554              -            -
Net cash provided by (used in)
 investing activities               (144,626)       (32,782)      45,229
Cash flows from financing
 activities:
 Short-term borrowings, net           63,770        (33,730)     (88,220)
 Proceeds from long-term debt        100,000        140,000       95,000
 Principal payments of long-term
  debt                               (17,667)      (136,868)    (117,928)
 Patronage refunds and other
  equity paid in cash                 (5,785)        (5,892)      (4,423)
Net cash provided by (used in)
 financing activities.               140,318        (36,490)    (115,571)
Net change in cash and cash
 equivalents                         (12,139)         2,668       (2,342)
Cash and cash equivalents at
 beginning of year                    20,810          8,671       11,339
Cash and cash equivalents at end
 of year                           $   8,671         11,339        8,997
Supplemental disclosure of cash
 flow data:
 Cash paid (received) during the
  years for:
  Interest (net of amounts
   capitalized)                    $  29,738         39,538       31,125
  Income taxes                     $   2,940         (6,042)       7,831


        See accompanying notes to consolidated financial statements.

</TABLE>
                               GOLD KIST INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                July 1, 2000, June 30, 2001 and June 29, 2002
                        (Dollar Amounts in Thousands)

(1)  Summary of Significant Accounting Policies

   Gold  Kist  Inc.  is  an agricultural membership cooperative  association,
headquartered in Atlanta, Georgia.  Gold Kist Inc. operates fully  integrated
broiler  production, processing and marketing operations,  as  well  as  pork
production  facilities.   These operations provide marketing  and  purchasing
services to approximately 2,500 breeder, broiler and pork member/producers.

   The  accounting and reporting policies of Gold Kist Inc. and  subsidiaries
conform  to accounting principles generally accepted in the United States  of
America  and  to  general  practices among  agricultural  cooperatives.   The
following is a summary of the significant accounting policies.

  (a)  Basis of Presentation

          The  accompanying  consolidated financial  statements  include  the
     accounts  of  Gold  Kist Inc. and its subsidiaries  (collectively  "Gold
     Kist"  or  "Company"  or  "Association").  All significant  intercompany
     balances and transactions have been eliminated in consolidation.

          Certain reclassifications have been made in fiscal 2000 and 2001 to
     conform to the presentation in fiscal 2002.

  (b)  Cash and Cash Equivalents

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

  (c)  Inventories

          Live poultry and hogs consist of broilers, market hogs and breeding
     stock.   The broilers and market hogs are stated at the lower of average
     cost  or  market.   The breeding stock is stated at average  cost,  less
     accumulated amortization.

          Raw  materials  and supplies consist of feed ingredients,  hatching
     eggs, packaging materials and operating supplies.  These inventories are
     stated,  generally, on the basis of the lower of cost (first-in,  first-
     out  or average) or market.  Gold Kist engages in commodity futures  and
     options  transactions to manage the risk of adverse  price  fluctuations
     with regard to its feed ingredient purchases.

          Effective  July  2,  2000,  the Association  adopted  Statement  of
     Financial Accounting Standards (SFAS) 133 as amended by SFAS  138.   The
     Statement  requires the recognition of all derivatives  on  the  balance
     sheet  at  fair  value.  The Company's derivatives include  agricultural
     related  forward  purchase contracts, futures and options  transactions.
     The Company's futures transactions have historically been designated  as
     hedges  and options transactions have been marked to market.   Effective
     in  the first quarter of fiscal 2001, changes in the fair value of these
     derivatives, except for forward purchase contracts on which the  Company
     takes  physical  delivery,  have been recorded  through  earnings.   The
     effect of the adoption of the new Statements was immaterial.

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


          Marketable  products  consist  primarily  of  dressed  and  further
     processed  poultry.  These inventories are stated, principally,  on  the
     basis  of selling prices, less estimated brokerage, freight and  certain
     other selling costs where applicable (estimated net realizable value).

  (d)  Revenue Recognition

           Revenue  is recognized upon shipment or upon transfer of ownership
     of the product to the customer.

  (e)  Property, Plant and Equipment

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

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

  (f)  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.
     Accordingly,  it  is not practical to determine these investments'  fair
     value.  The equity method of accounting is used for investments in other
     companies  in  which Gold Kist's voting interest is 20  to  50  percent.
     Investments  in  less  than 20 percent owned companies,  which  are  not
     readily marketable, are stated at cost.

          Gold  Kist  applies  the provisions of SFAS  115,  "Accounting  for
     Certain  Investments in Debt and Equity Securities."   Pursuant  to  the
     provisions  of  SFAS  115,  the Company had  previously  classified  its
     marketable  equity  security,  which  was  sold  in  December  2001,  as
     "available-for-sale" (see Note 10(b)).  Accumulated other  comprehensive
     income  - unrealized gains and losses on "available-for-sale" securities
     are included as a separate component of patrons' and other equity in the
     accompanying  consolidated financial statements, net of deferred  income
     taxes.

          Gold  Kist's investment in Golden Peanut Company was accounted  for
     using  the equity method.  On August 30, 2001, Gold Kist liquidated  its
     investment  in  Golden Peanut Company at its carrying  value  (see  note
     10(c)).

  (g)  Income Taxes

          Gold  Kist operates as an agricultural cooperative not exempt  from
     Federal income taxes.  Aggregate margins not refunded in cash to members
     or  allocated  in the form of qualified written notices are  subject  to
     income taxes.

          The  bylaws  of  Gold  Kist  provide for  the  issuance  of  either
     qualified or nonqualified patronage refunds (as defined for purposes  of
     Subchapter  T  of  the  Internal  Revenue  Code).   Gold  Kist  utilizes
     nonqualified  patronage  refunds, which are deductible  for  income  tax
     purposes only to the extent paid or redeemed in cash.

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

          Income  taxes  are  accounted for under  the  asset  and  liability
     method.   Deferred  tax assets and liabilities are  recognized  for  the
     future   tax  consequences  attributable  to  differences  between   the
     financial  statement carrying amounts of existing assets and liabilities
     and  their  respective  tax  bases and operating  loss  and  tax  credit
     carryforwards.   Deferred tax assets and liabilities are measured  using
     enacted  tax rates expected to apply to taxable income in the  years  in
     which  those  temporary  differences are expected  to  be  recovered  or
     settled.  The effect on deferred tax assets and liabilities of a  change
     in  tax  rates  is  recognized as income or expense in the  period  that
     includes the enactment date.

  (h)  Fair Value of Financial Instruments

           Gold   Kist's   financial  instruments  include  cash   and   cash
     equivalents,  receivables  and accounts payable  and  accrued  expenses,
     interest  left  on deposit, notes receivable and debt.  Because  of  the
     short maturity of cash equivalents, receivables and accounts payable 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 30, 2001 and  June  29,  2002
     unless otherwise specified (see notes 1(f) and 4).

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

          Gold  Kist applies the provisions of SFAS 121, "Accounting for  the
     Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
     Of."   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  exceeds  the
     fair value of the assets.  Assets to be disposed of are reported at  the
     lower of the carrying amount or fair value less costs to sell.

  (j)  Comprehensive Income (Loss)

           In  1999,  Gold  Kist  adopted SFAS 130, "Reporting  Comprehensive
     Income."   SFAS  130  establishes rules for reporting  of  comprehensive
     income  (loss) and its components.  Comprehensive income (loss) consists
     of  net  margins  (loss), unrealized gains and losses  on  a  marketable
     equity  security and pension liability adjustments, net of tax,  and  is
     presented  in  the consolidated statements of patrons' and other  equity
     and comprehensive income (loss).  The adoption of SFAS 130 had no impact
     on total patrons' equity.

  (k)  Goodwill

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

           Effective  July  1, 2001, the Association adopted  SFAS  No.  142.
     Approximately $20 million of goodwill is included in other assets in the
     accompanying consolidated balance sheets at June 30, 2001 and  June  29,
     2002.   The Association has determined that the fair value of its assets
     in  the  Poultry reporting unit exceeded their carrying value, including
     the goodwill.  Goodwill amortization expense of $1.2 million is included
     in distribution, administrative and general expenses in the accompanying
     consolidated statements of operations for the years ended July  1,  2000
     and  June  30, 2001, respectively, with the same impact on  net  margins
     (loss).



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


  (l)  Fiscal Year

          Gold  Kist  employs  a  52/53-week fiscal year.   The  consolidated
     financial statements for 2000, 2001 and 2002 reflect 53 weeks, 52  weeks
     and 52 weeks, respectively.  Fiscal 2003 will be a 52-week year.

  (m)  Use of Estimates

          Management  of  Gold  Kist  has made  a  number  of  estimates  and
     assumptions relating to the reporting of assets and liabilities and  the
     disclosure  of  contingent  assets  and  liabilities  to  prepare  these
     consolidated   financial  statements  in  conformity   with   accounting
     principles  generally accepted in the United States of America.   Actual
     results could differ from these estimates.

(2)  Inventories

  Inventories are summarized as follows:
<TABLE>
<CAPTION>
                                       2001       2002

          <S>                       <C>         <C>
          Live poultry and hogs      $ 90,065    91,457
          Marketable products          53,729    66,533
          Raw materials and supplies   31,260    33,140
                                     $175,054   191,130
</TABLE>

(3)  Property, Plant and Equipment

  Property, plant and equipment is summarized as follows:
<TABLE>
<CAPTION>
                                       2001       2002

          <S>                        <C>        <C>
          Land and land improvements $ 32,140    31,372
          Buildings                   202,083   202,285
          Machinery and equipment     399,791   423,348
          Construction in progress      3,314     5,269
                                      637,328   662,274
          Less accumulated
            depreciation              407,161   432,798
                                     $230,167   229,476
</TABLE>

(4)  Notes Payable and Long-Term Debt

   Short-term  borrowings at June 30, 2001 included  $55.2  million  under  a
rolling  four-month secured agreement with a commercial bank entered into  in
April  1998.  The commercial bank held a marketable equity security owned  by
Gold  Kist  as  collateral  (see note 10(b)).  The Company  was  required  to
maintain funds with the bank to account for volatility in the market price of
the security held as collateral.  Interest on the borrowings was at one-month
London  Interbank  Offered Rate (LIBOR) plus .75%  per  annum.   The  Company
earned  interest  on  the  collateral funds at rates  that  approximated  the
federal funds rate.  The marketable equity security was sold in December 2001
and the loan was repaid.


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

   The  Company's long-term debt includes the Series B Senior Exchange  Notes
and  the  Series  C  Senior Exchange Notes with an  insurance  company.   The
interest  rates on these notes are adjusted quarterly in accordance with  the
Company's  financial condition.  As of June 29, 2002, interest rates  on  the
Series  B  Senior Exchange Notes and the Series C Senior Exchange Notes  were
9.0%  and  9.25%, respectively.  As of June 30, 2001, interest rates  on  the
Series  B  Senior Exchange Notes and the Series C Senior Exchange Notes  were
11.25% and 11.5%, respectively.

   At  July  1,  2001, the Company's loan agreements included a $240  million
Senior  Secured  Credit Facility with a group of financial institutions  that
includes a $100 million 364-day revolving line of credit, a $95 million  two-
year term loan, and a $45 million five-year term loan.  The interest rates on
the  364-day and two-year term facilities range from 2.25% to 3% over  LIBOR,
adjusted  quarterly  based  on the Association's  financial  condition.   The
interest  rate  on  the  five-year  term  loan  is  fixed  at  10.57%.    The
Association's senior notes, senior secured credit facilities and  term  loans
with  an  agricultural credit bank are secured by substantially  all  of  the
Association's inventories, receivables, and property, plant and equipment.

   On  October 23, 2001, the Association refinanced its Senior Secured Credit
Facility, replacing the aforementioned $100 million 364-day revolving line of
credit due November 3, 2001 with a $110 million revolving line of credit  due
October 23, 2002.   The $95 million two-year term loan due November 2002  was
also  replaced with a $95 million two-year term loan due October 2003.  Other
terms and conditions of the credit facility were essentially unchanged.

   On September 6, 2002, the Company received $205 million in commitments  to
refinance and extend the Senior Secured Credit facilities that will include a
$110  million Revolving Credit Facility maturing November 2, 2004 and  a  $95
million  Term  Loan  maturing November 2, 2005.  The interest  rates  on  the
facility will range from 1.50% to 2.25% over LIBOR, adjusted quarterly  based
on  the Association's financial conditions.  Other terms and conditions  will
be essentially unchanged.

   As  of June 29, 2002 and June 30, 2001, the amounts outstanding under  the
364-day  line of credit were $10 million and $43 million, respectively,  with
weighted average interest rates of 4.09% and 6.8%, respectively.

   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>
                                                           2001        2002
    <S>                                                   <C>         <C>
    Series B senior exchange notes, due in annual
     installments of $2,727 beginning in February
     2002 with interest payable quarterly                 $ 30,000    27,273
    Series C senior exchange notes, due in annual
     installments of $2,273 beginning in May
     2002 with interest payable quarterly                   25,000    22,727
    Senior secured note payable with an insurance
     company due in November 2005 with interest payable
     quarterly at a fixed rate of 10.57%                    45,000    45,000
    Term loan agreements with financial institutions,
     due in November 2005     (weighted average rate of
     7% at June 30, 2001 and 4.09% at June 29, 2002)        95,000    95,000
    Term loan agreements with agricultural credit bank,
     due in semi-annual installments of $1,785 with
     interest payable quarterly (weighted average
     interest rate of 9.7% at June 30, 2001 and 8.46% at
     June 29, 2002)                                         41,075    37,505
    Subordinated capital certificates of interest
     with original fixed maturities ranging from
     three to fifteen years, unsecured (weighted
     average interest rate of 7.9% at June 30, 2001 and
     June 29, 2002)                                         42,272    30,513
    Tax exempt industrial revenue bonds with varying
     interest rates, due in quarterly and annual
     installments through 2016                               9,550     7,500
    Pro rata share of mortgage loan, at 8.47% interest,
     due in monthly installments to June 30, 2004,
     secured by a building                                   1,069       752
    Other                                                     232          -
                                                           289,198   266,270
    Less current maturities                                 22,913    15,626
                                                          $266,285   250,644
</TABLE>
                               GOLD KIST INC.
            Notes to Consolidated Financial Statements, Continued
                        (Dollar Amounts in Thousands)

   The  terms  of debt agreements specify minimum consolidated  tangible  net
worth, current ratio and coverage ratio requirements, as well as a limitation
on  the  total  debt  to total capital ratio.  The debt  agreements  place  a
limitation  on  capital  expenditures, equity distributions,  cash  patronage
refunds,  commodity  hedging  contracts and  additional  loans,  advances  or
investments.   At June 29, 2002, the Association was in compliance  with  all
loan covenants.

   Annual  required  principal repayments on long-term  debt,  based  on  the
September 6, 2002 loan commitments, for the five years subsequent to June 29,
2002 are as follows:
<TABLE>
<CAPTION>
       <S>                                               <C>
       Year:
       2003                                              $ 15,626
       2004                                                14,011
       2005                                                10,515
       2006                                               149,608
       2007                                                10,324
</TABLE>

   Based  upon  discounted cash flows of future payments,  assuming  interest
rates  available  to Gold Kist for issuance of debt with  similar  terms  and
remaining maturities, the estimated fair value of the Series B and  Series  C
senior  exchange  notes at June 30, 2001 and June 29, 2002 was  approximately
$56.8  million and $48.2 million, respectively.  The estimated fair value  of
the  term  loans with the agricultural credit bank at June 30, 2001 and  June
29, 2002 was approximately $39.7 million and $35.1 million, respectively, and
the estimated fair value of the senior secured note with an insurance company
was $46.7 million at June 30, 2001 and June 29, 2002.

(5)  Leases

   Gold  Kist  leases vehicles, transportation and processing  equipment  and
certain  facilities from third parties under operating leases, many of  which
contain  renewal options. Rent expense from continuing operations  for  2000,
2001and   2002   was  $16.3  million,  $19.3  million  and   $24.2   million,
respectively.     Commitments  for  minimum  rentals   under   non-cancelable
operating leases at the end of 2002 are as follows:
<TABLE>
<CAPTION>
       <S>                                              <C>
       Year:
       2003                                              $ 15,298
       2004                                                12,235
       2005                                                 9,500
       2006                                                 7,067
       2007                                                 4,984
       Thereafter                                          4,973
                                                         $ 54,057
</TABLE>

(6) Patrons' and Other Equity

   Gold  Kist's Articles of Incorporation provide for a class of common stock
and  a  class  of preferred stock pursuant to the provisions of  the  Georgia
Cooperative  Marketing Act.  Each member is allocated  one  share  of  common
stock, $1.00 par value.  The common shares are not marketable or transferable
and  no  dividends will be declared on these common shares.  No  issuance  of
preferred stock has been authorized by Gold Kist.

   Patronage  reserves  represent undistributed member margins  allocated  as
either  qualified or nonqualified notified equity, less income taxes paid  on
undistributed  nonqualified equity.  Qualified notified equity is  deductible
for income tax purposes when allocated; whereas, nonqualified notified equity
is  deductible upon redemption.  The redemption of qualified and nonqualified
notified  equity  is  subject to the discretion of the  Board  of  Directors.
Patronage  reserves  do  not  bear  interest  and  are  subordinated  to  all
certificates outstanding and indebtedness of Gold Kist.

   Retained  earnings  include  an allocation  of  member  margins  based  on
financial  ratios, as well as cumulative net margins (losses) resulting  from
nonmember    and    nonpatronage   transactions,   including   noncooperative
subsidiaries,  and  losses  from  patronage operations.   Also  included  are
amounts related to the early redemption of notified equity, representing  the
difference between the face value and the redemption amounts.


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

(7) Income Taxes

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

                                                  2000      2001      2002

  <S>                                           <C>         <C>       <C>
  Margins (loss) from continuing operations     $(22,352)  13,397    22,055
  Discontinued operations                            198     (126)   (7,292)
  Patrons' and other equity - accumulated
    comprehensive income:
    Unrealized gain on marketable equity
     security                                     (5,529)   4,745         -
    Pension liability adjustment                    (141)    (910)      (36)
                                                $(27,824)  17,106    14,727
</TABLE>

   The  provisions  for  income tax expense (benefit),  principally  Federal,
related  to  margins  (loss)  from  continuing  operations  consist  of   the
following:
<TABLE>
<CAPTION>
                                                  2000       2001     2002
  <S>                                          <C>          <C>      <C>
  Current expense (benefit)                    $  (3,921)     (532)   8,042
  Deferred expense (benefit)                     (18,431)   13,929   14,013
                                               $ (22,352)   13,397   22,055
</TABLE>

   Gold  Kist's combined federal and state effective tax rate from operations
for  2000,  2001  and  2002  was   (46)%,  29%  and  32%,  respectively.    A
reconciliation  of income tax expense (benefit) allocated to  margins  (loss)
from  continuing operations computed by applying the Federal corporate income
tax  rate  of  35%  in 2000, 2001 and 2002 to margins (loss) from  continuing
operations before income taxes for the applicable year follows:
<TABLE>
<CAPTION>
                                                  2000       2001     2002
  <S>                                          <C>         <C>       <C>
  Computed expected income tax expense
    (benefit)                                   $(17,099)   16,337   24,389
  Increase (decrease) in income tax
    expense (benefit) resulting from:
    Cash portion of nonqualified patronage
     refund                                             -        -     (580)
    Effect of state income taxes, net of
     Federal benefit                              (2,638)      783      146
    Dividends received deduction                    (711)   (2,026)    (505)
    Nonqualified equity redemptions               (1,187)   (1,582)  (1,222)
    Employment credits                              (208)     (195)    (287)
    Other, net                                      (509)       80      114
                                                $(22,352)   13,397   22,055
</TABLE>

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

   The  tax  effects of temporary differences that give rise  to  significant
portions of the deferred tax assets and deferred tax liabilities at June  30,
2001 and June 29, 2002 are as follows:
<TABLE>
<CAPTION>
                                                     2001       2002
  <S>                                                <C>        <C>
  Deferred tax assets:
    Postretirement benefits                          $13,121     12,081
    Federal tax operating loss carryforward            7,799          -
    Insurance accruals                                11,074      9,474
    Federal alternative minimum tax carryforward       2,466      2,462
    Allowance for doubtful accounts                    1,506        640
    State tax operating loss carryforwards             3,774      3,525
    Equity in partnerships                             1,544      6,186
    Investment reserve                                 8,926      6,412
    Other assets                                       3,708      4,599
    Other                                              2,258      2,285
     Total gross deferred tax assets                  56,176     47,664
    Less valuation allowance                            (390)      (399)
     Total net deferred tax assets                    55,786     47,265

  Deferred tax liabilities:
    Unrealized gain on marketable equity security    (10,710)         -
    Accelerated depreciation                          (5,655)    (6,257)
    Deferred compensation                             (8,557)   (10,715)
     Total deferred tax liabilities                  (24,922)   (16,972)
     Net deferred tax assets                        $ 30,864     30,293
</TABLE>

   The  net change in the total valuation allowance for the years ended 2000,
2001  and  2002  was  a  decrease  of  $223,   $7  and  an  increase  of  $9,
respectively.  The Company's management believes the existing net  deductible
temporary  differences  comprising the total net  deferred  tax  assets  will
reverse during periods in which the Company generates net taxable income.

   At  June  29,  2002,  Gold  Kist  has an alternative  minimum  tax  credit
carryforward  for  federal  income tax purposes of  $2.5  million,  which  is
available to offset future federal income taxes, if any.

 (8) Employee Benefits

  (a)  Pension Plan

           Gold  Kist  has  noncontributory  defined  benefit  pension  plans
     covering    substantially   all   of   its   employees   and   directors
     (participants).  The plan provisions covering the salaried  participants
     provide  pension benefits that are based on the employees'  compensation
     during  the  years before retirement or other termination of employment.
     The  plan  provisions covering the hourly participants  provide  pension
     benefits that are based on years of service.  Gold Kist's funding policy
     is   to   contribute  within  the  guidelines  prescribed   by   Federal
     regulations.  Plan assets consist principally of corporate equities  and
     bonds, and United States Government and Agency obligations.

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

  (b)  Medical and Life Insurance Plans

          Effective January 1, 2001, the Association substantially  curtailed
     its   postretirement  medical  benefit  plan.   Postretirement   medical
     coverage  will  only  be  available  to  existing  retirees  and  active
     employees, who as of that date, were 62 years of age or older and had 15
     or  more  years  of service.  A net gain from the curtailment  of  $29.5
     million is reflected in the accompanying 2001 consolidated statement  of
     operations with the accompanying reduction in the accrued postretirement
     benefit liability in the accompanying consolidated balance sheet at June
     30, 2001.

   The  following  table sets forth the plans' change in benefit  obligation,
change  in plan assets and economic assumptions for the years ended June  30,
2001 and June 29, 2002.
<TABLE>
<CAPTION>
                                                           Medical & Life
                                   Pension Benefits      Insurance Benefits
                                   2001         2002      2001         2002
<S>                              <C>           <C>       <C>        <C>
Change in benefit obligation
Benefit obligation at beginning
  of year                        $130,404      136,007    73,071      24,899
Service cost                        4,691        5,154     2,883         134
Interest cost                       9,956        9,679     4,603       1,785
Actuarial (gains) and losses       11,118        4,218     8,624      18,333
Benefits paid (other than
  settlements)                     (4,590)     (11,860)   (3,416)     (3,312)
Plan amendments                         -          (57)  (20,278)          -
Settlements and curtailment        (15,572)     (3,969)  (40,588)          -
Benefit obligation at end of year  136,007     139,172    24,899      41,839

Change in plan assets
Fair value of plan assets at
  beginning of year                180,482     147,064         -           -
Actual return on plan assets       (14,205)      5,089         -           -
Contributions by employer             949        4,623     3,416       3,312
Benefits paid (other than
  settlements)                     (4,590)     (11,860)   (3,416)     (3,312)
Settlements                        (15,572)     (3,969)        -           -
Fair value of plan assets at end
  of year                          147,064     140,947         -           -

Funded status                      11,057        1,775   (24,899)    (41,839)
Unrecognized transition (asset)/
  obligation                       (2,032)      (1,136)        -           -
Unrecognized prior service cost    14,094       12,037   (19,503)    (17,704)
Unrecognized actuarial (gain)/loss 11,028       23,741     7,866      25,861
Contributions after the
  measurement date                    242          176       879         811
Net amount recognized            $ 34,389       36,593   (35,657)    (32,871)

Prepaid benefit cost             $ 43,110       43,419         -           -
Accrued benefit liability         (12,905)     (10,287)  (35,657)    (32,871)
Intangible asset                      818            -         -           -
Accumulated other comprehensive
  Loss                              3,366        3,461         -           -
Net amount recognized              34,389       36,593   (35,657)    (32,871)
  Less current portion                                     3,514       3,243
                                                       $ (32,143)    (29,628)
Weighted-average assumptions as
  of year-end
Discount rate                        7.50%        7.50%     7.50%       7.50%
Expected return on plan assets       9.50         9.50         -           -
Rate of compensation increase        5.02         5.01         -           -
</TABLE>

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

The  health  care  cost  trend rate used to determine the  medical  and  life
insurance  benefit obligation at June 30, 2001 was 10%, declining ratably  to
5%  by the year 2011 and remaining at that level thereafter. The health  care
cost  trend  rate  used to determine the medical and life  insurance  benefit
obligation at June 29, 2002 was 10%, declining ratably to 5% by the year 2012
and  remaining  at that level thereafter.  A 1% increase in the  health  care
cost  trend  rate  would  increase the medical  and  life  insurance  benefit
obligation  as of June 29, 2002 by $2,604.  A 1% decrease in the health  care
cost  trend  rate  would  decrease the medical  and  life  insurance  benefit
obligation as of June 29, 2002 by $2,294.
<TABLE>
<CAPTION>
                                                           Medical & Life
                                Pension Benefits         Insurance Benefits
                             2000     2001     2002     2000   2001    2002
<S>                        <C>      <C>      <C>       <C>    <C>     <C>
Components of net periodic
  benefit cost (income):
Service cost                $ 4,072   4,691    5,154    3,539   2,883    134
Interest cost                 8,914   9,956    9,679    4,679   4,603  1,785
Estimated return on plan
  Assets                    (13,899)(15,124) (15,002)       -       -      -
Net amortization                433   1,077    1,421      243    (136)(1,461)
                               (480)    600    1,252    8,461   7,350    458
Settlements and curtailment       -  (4,273)   1,100        - (29,454)     -
Net periodic benefit cost
  (income) after
  settlements and
  curtailment               $  (480) (3,673)   2,352    8,461 (22,104)   458
</TABLE>

  A 1% increase in the health care cost trend rate would increase the medical
and  life insurance service and interest cost components as of June 29,  2002
by  $80.  A 1% decrease in the health care cost trend rate would decrease the
medical  and life insurance service and interest cost components as  of  June
29, 2002 by $69.

(9) Contingent Liabilities

   In  August 1999, the State Court of Fulton County, Georgia entered  a  $22
million  judgment against Golden Peanut Company (Golden Peanut) and in  favor
of  a  peanut farming company that alleged it had been underpaid for its 1990
crop.   Gold Kist held a forty percent interest in Golden Peanut at the  time
of  the  events  which resulted in the lawsuit.  In March 2001,  the  Georgia
Court  of  Appeals reversed this judgment and ordered a new trial.  In  April
2002, the Georgia Supreme Court affirmed this decision.  In July 2002, Golden
Peanut  filed  a petition for certiorari in the United States Supreme  Court,
asking  the  Court  to  reverse the trial court judgment  outright  and  thus
eliminate  the  need  for a second trial.  If this petition  is  denied,  the
parties'  re-trial is tentatively scheduled to begin in November 2002.   Gold
Kist  is contingently liable through a Litigation Sharing and Indemnification
Agreement with Golden Peanut for its forty percent share of any costs related
to this litigation.

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

 (10)  Investments

  (a)  Capital Trust and Preferred Securities

          In  October  1998, the  Association  completed  the  sale of assets
     of the Agri-Services segment to Southern States Cooperative, Inc. (SSC).
     In  order  to  complete  the  transaction, the  Association committed to
     purchase from SSC, subject to certain terms  and  conditions,  up to $60
     million principal amount of capital  trust securities  and  $40  million
     principal amount of cumulative preferred securities if  SSC  was  unable
     to  market  the  securities  to  other purchasers. In  October 1999, the
     Company purchased for $98.6 million the $100  million  principal  amount
     of  the  securities  under the  commitment.  The  securities  carried  a
     combined weighted average  interest/dividend rate  of  8.5%  and 8.3% at
     June 29, 2002 and June 30, 2001, respectively.  No  dividends  were paid
     on  the  cumulative  preferred  securities  for  the  third  and  fourth
     quarters of fiscal 2002.  Gold Kist is  permitted to sell the securities
     pursuant to  applicable  securities  regulations.   The  securities  are
     classified as  noncurrent investments in  the  accompanying consolidated
     balance sheets at a carrying value of $81.4 million at June 29, 2002 and
      June 30, 2001.

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

  (b)  Marketable Equity Security

          At  July 1, 2000, the Association's marketable equity  security was
     carried at  its  fair  value  of $34.2 million, which represents a gross
     unrealized gain of $13.5 million.  The 2000 gross unrealized  gain,  net
     of deferred  income  taxes  of  $4.7 million,  has  been reflected  as a
     separate component  of  patrons'  and other equity.   At  June 30, 2001,
     the Association's marketable equity security was  carried  at  its  fair
     value  of  $47.8  million,  which represents  a  gross  unrealized  gain
     of  $27  million,  and  has  been  reflected  as a separate component of
     patrons' and other equity.   During the quarter ended December 29, 2001,
     the Association sold its marketable equity   security,   its  investment
     in   an  interregional  fertilizer  cooperative  and  other  investments
     realizing total  proceeds  of  $64.6 million and  a  gain  before income
     taxes of $15.6 million.

         Dividends  of  $690 thousand,  $723 thousand and $375  thousand  are
     included in interest and dividend  income for  the  years  ended July 1,
     2000, June 30, 2001 and  June  29,  2002, respectively.

  (c)  Golden Peanut Company

          Gold  Kist  had a 25%  interest in Golden Peanut  Company,  LLC and
     subsidiaries  (Golden  Peanut).  Gold Kist's investment in Golden Peanut
     amounted to $24.2 million at June 30, 2001.  In 2000, Gold Kist received
     a distribution of $2.3 million from Golden Peanut.

     Summarized financial information of Golden Peanut is shown below:

              Condensed Consolidated Balance Sheet
<TABLE>
<CAPTION>
                                                                     2001
     <S>                                                          <C>
     Current assets                                                $281,796
     Property, plant and equipment, net and other
       noncurrent assets                                             64,360
       Total assets                                                $346,156
     Current liabilities                                           $224,488
     Accrued postretirement benefits other than pensions              9,594
     Other noncurrent liabilities                                    16,538
     Members' equity                                                 95,536
       Total liabilities and members' equity                       $346,156
</TABLE>

               Condensed Consolidated Statements of Operations
<TABLE>
<CAPTION>
                                                          2000        2001
     <S>                                               <C>          <C>
     Net sales and other operating income              $ 468,372    575,662
     Costs and expenses                                  478,059    546,414
       Net earnings (loss)                             $  (9,687)    29,248
</TABLE>
          Gold   Kist   received  procurement  commissions,  royalties   and
     administrative service fees of $.8 million and $.9 million in  2000  and
     2001, respectively.

          On August 30, 2001, Gold Kist withdrew as a member of Golden Peanut
     and liquidated the investment at its carrying value of $24.2 million  as
     of June 30, 2001.

(11) Discontinued Operations - Pecan Processing and Marketing Partnership

     Gold   Kist  holds  a  25%  equity  interest  and  35%  earnings  (loss)
participation in a pecan processing and marketing partnership.  The  partners
adopted  a  restructuring  agreement in January  2002  that  gave  Gold  Kist
effective  control  of  the  partnership.   As  a  result,  Gold  Kist  began
consolidating the partnership.

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


        Gold  Kist and the other general partner are each guarantors of up to
$60 million under a secured line of credit agreement between the agricultural
credit  bank  and the partnership.  At June 29, 2002, the amount  outstanding
under the facility was $55 million.  The line of credit bears interest at the
prime  rate  plus  2%,  is  secured  by pecan  inventories,  receivables  and
substantially all of the partnership's property, plant and equipment, and  is
due on October 31, 2002.  At June 29, 2002, the partnership was in compliance
or had obtained waivers with respect to all applicable loan covenants.

        Gold Kist believes it is reasonably possible that payments could be
required  under  the  guarantee.  If required, Gold Kist anticipates  funding
such amounts from availability under its Senior Secured Credit Facility.   If
payments  were  made  under the guarantee, Gold Kist would  have  a  security
interest  in the inventories, receivables and substantially all of the  fixed
assets of the partnership.

        Effective in June 2002, Gold Kist adopted a plan to withdraw from the
partnership  and  discontinue its participation  in  the  operations  of  the
affiliate during 2003.  Accordingly, the operating results of the partnership
have  been  segregated from continuing operations and reported separately  in
the  accompanying consolidated balance sheet and statements of operations and
cash  flows for 2002.  The Company does not expect to incur additional losses
during the phase-out period or upon withdrawal.

        Gold Kist's management believes it is the intent of the other general
partner  to  raise  additional  equity and/or  refinance  the  aforementioned
secured  line  of credit, continue operations and relieve Gold  Kist  of  its
guaranty obligation during 2003.


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
                    8/30/02)
<S>                 <C>       <C>                      <C>       <C>
Dan Smalley*             53   Director (District 1)    2002      17

Dorman K. Grace          46   Director (District 2)    2002      6
months

Phil Ogletree, Jr.       69   Director (District 3)    2004      25

Jeffery A. Henderson     42   Director (District 4)    2003      2

Douglas A. Reeves*       61   Director (District 5)    2003      2

W. A. Smith              43   Director (District 6)    2004      4

W. Kenneth Whitehead*    58   Director (District 7)    2002      9

Walter C. Dockery        42   Director (District 8)    2004      1

H. Michael Davis         51   Director (District 9)    2003      8
</TABLE>

*   Member of Board of Directors Executive Committee.  Mr. Smalley serves as
Chairman of the Board of Directors, and Mr. Whitehead serves as Vice-Chairman
of the Board.

    The Directors of Gold Kist are elected on a district representation
basis.  The districts are redrawn from time to time by the Board of
Directors, under provisions of the By-Laws of Gold Kist, to provide for
equitable representation of members in the territory served by Gold Kist.
During the past five years, each of the Directors has owned and managed
substantial farming operations, producing such agricultural products as
peanuts, cotton, soybeans, corn, other grains, peaches, vegetable crops,
cattle, poultry and dairy products.  While the size and types of products
produced on, and personnel employed at, each of the Director's farms varies,
each Director's business activities have been related primarily to small
agribusiness enterprises. There are no family relationships among any of the
Directors and executive officers.


The Executive Officers of Gold Kist are:
<TABLE>
<CAPTION>
                                                       Years     Years
                                                       Served    Served
                                                       In that   with
Name                Age       Office                   Office    Gold Kist
                    (as of                             (as of    (as of
                    8/30/02)                           8/30/02)  8/30/02)
<S>                 <C>       <C>                           <C>       <C>
John Bekkers        57        President and Chief           1         17
                              Executive Officer
M. A. Stimpert      58        Senior Vice President,        6         19
                              Planning and Administration
Stephen O. West     56        Chief Financial Officer and   4         22
                              Treasurer
J. David Dyson      55        General Counsel, Vice         4         22
                              President and Secretary
Paul G. Brower      63        Vice President                23        23
                              Corporate Relations
Jerry L. Stewart    62        Vice President                21        39
                              Marketing and Sales
Donald W. Mabe      48        Vice President                5         17
                              Operations
Marshall Smitherman 60        Vice President                4         23
                              Purchasing
Allen C. Merritt    56        Vice President, Science       4         30
                              and Technology
Harry T. McDonald   57        Vice President,               2         5
                              Human Resources
Sandra W. Kearney   43        Vice President,               1         1
                              Information Services
W. F. Pohl, Jr.     52        Controller                    20        26

</TABLE>
     The officers serve for terms of one year and until their successors are
elected by the Board of Directors.
     During the past five years, the principal occupation of each of the
above named executive officers, with exception of Donald W. Mabe, Harry T.
McDonald and Sandra W. Kearney has been as an officer or employee of Gold
Kist.
     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. Harry T. McDonald was elected Vice President, Human Resources,
effective April 2000.  He previously served as director of Management Systems
for the Gold Kist Poultry Group from September 1997 until election to his
current position.  From August 1, 1996 through August 1, 1997, he served as
President of Claxton Poultry, an integrated poultry company headquartered in
Claxton, Georgia.  Mr. McDonald also served as president of the poultry
division of Seaboard Farms, headquartered in Shawnee Mission, Kansas, from
March 1990 through June 1996.
     Ms. Sandra W. Kearney was elected Vice President, Information Services
on January 19, 2001.  She previously served as CEO and Chief Technology
Officer for FasTechnologies, a computer consulting company, from February,
1999 to December, 2000.  Ms. Kearney also served as Vice President of
Information Systems for La Quinta Inns, Inc. from February, 1995, to January,
1999.

Item 11.  Executive Compensation.

     Summary Compensation Table.  The following table sets forth information
concerning the compensation received by the Chief Executive Officer and for
each of the four other most highly compensated executive officers:
<TABLE>
<CAPTION>
                                             Annual compensation

                                                            Other     All
                                                            annual    other
                         Fiscal                            compensa-compensa-
                         Year           Salary    Bonus     tion(1)   tion(2)
                         ended          ($)       ($)       ($)       ($)
<S>                      <C>            <C>       <C>       <C>       <C>
John Bekkers             June 29, 2002  $518,365  $170,028  $23,442   $8,883
President and Chief      June 30, 2001   403,750   209,024   15,919    6,537
Executive Officer        July 1, 2000    440,385         0   14,258    9,251

M. A. Stimpert           June 29, 2002  $292,231   $85,014  $12,005   $9,846
Senior Vice President,   June 30, 2001   247,000   104,512    9,287    6,903
Planning & Admin.        July 1, 2000    269,231         0    9,376   10,313

Jerry L. Stewart         June 29, 2002  $246,429   $82,777  $15,127   $9,004
Vice President           June 30, 2001   209,475   104,512   11,426    7,245
Marketing and Sales      July 1, 2000    227,519         0   10,181    9,772

Donald W. Mabe           June 29, 2002  $203,731   $73,925   $9,513   $6,522
Vice President           June 30, 2001   175,500    90,880    6,287    3,697
Operations               July 1, 2000    186,154         0    5,918    6,500

Stephen O. West          June 29, 2002  $200,573   $65,365     $522   $7,979
Chief Financial Officer  June 30, 2001   181,642    79,520      404    5,260
and Treasurer            July 1, 2000    192,696         0      378    8,113
</TABLE>
_______________________________
(1)The amounts shown for the fiscal years ended June 30, 2001 and July 1,
  2000 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 29, 2002, June 30, 2001 and July 1, 2000, 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 2002, 2001 and 2000 on behalf of the
  named executive officers pursuant to the Gold Kist Profit Sharing and
  Investment Plan (401K Plan) and the Company's Executive Defined
  Contribution Plan, both qualified defined contribution plans:  Mr. Bekkers
  - $5,100, $2,550 and $5,100, respectively; Mr. Stimpert - $5,642, $2,438
  and $5,349, respectively; Mr. Stewart - $4,784, $2,804 and $5,156,
  respectively; Mr. Mabe - $5,337, $2,511 and $5,318, respectively; and Mr.
  West - $5,340, $2,510 and $5,277, respectively.  In addition, the amounts
  set forth include for fiscal years 2002, 2001 and 2000, 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. Bekkers - $3,783, $3,987 and
  $4,151, respectively; Mr. Stimpert - $4,204, $4,465 and $4,694,
  respectively; Mr. Stewart - $4,220, $4,441 and $4,616, respectively; Mr.
  Mabe - $1,185, $1,186 and $1,182, respectively; and Mr. West - $2,639,
  $2,750 and $2,836, 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.

Retirement Plans.  The Company maintains a noncontributory pension fund, the
Gold Kist Pension Plan, with separate benefit formulas for salaried and
hourly employees.  The plan covers substantially all employees who have
served at least one year with Gold Kist, including those employees subject to
collective bargaining agreements.  Effective January 1, 2000, the Company
increased retirement income benefits payable to salaried retirees and hourly
retirees.  The Plan now provides salaried employees a pension benefit after
thirty (30) years of credited service at age 65, which, when combined with a
portion of the employee's primary Social Security benefit attributable to the
employer's contributions, will equal fifty percent (50%) of the employee's
average earnings during the period of five years in which the employee had
the highest earnings in the last ten years of employment immediately
preceding attainment of age 65, or if retired before age 65, in the last ten
years immediately preceding early retirement.  For hourly employees who work
for Gold Kist until age 65, the Plan provides a monthly pension benefit equal
to $11.00 per month for each year of Plan participation payable at age 65.
The Plan provides early retirement benefits for salaried and hourly employees
after age 55 and contains a death benefit for the surviving spouse of an
active employee (who had at least five (5) years credited service or was at
least age 55 at the date of death) which equals fifty percent (50%) of the
deceased employee's accrued retirement income benefit.  Accrued benefits
under the Plans vest after the employee attains five (5) years of service or
at age 55.  Due to the full funding limitation of the Internal Revenue
Services, the Association was not permitted to make a tax deductible
contribution to the pension plan for the plan year ended December 31, 2001.

Estimated annual benefits payable upon retirement at normal retirement age
(65 years) to persons in specified years of service and remuneration
classifications, before offset of Social Security benefits, are illustrated
in the following table:
<TABLE>
<CAPTION>

               Estimated Annual Benefits For Years of Service Indicated

Remuneration        10 Years  15 Years  20 Years       25 Years  30 Years or More
<S>                 <C>       <C>       <C>            <C>       <C>
$ 30,000            $5,000    $7,500    $10,000        $12,500   $15,000
$100,000            16,667    25,000     33,333         41,667    50,000
$150,000            25,000    37,500     50,000         62,500    75,000
$200,000            33,333    50,000     66,666         83,333   100,000
</TABLE>
     For years after 2001, the maximum annual amount of compensation that can
be used for determining an individual's benefit under a qualified plan is
$200,000.

    The plan covers the compensation in the columns entitled "Salary" and
"Bonus" and the contribution to the Executive Defined Contribution Plan set
forth in the Summary Compensation Table.  The credited years of service as of
December 31, 2001, under the retirement income plan for the five executive
officers listed in the summary compensation table are as follows:  Mr.
Bekkers (17); Mr. Stimpert (28); Mr. Stewart (30); Mr. Mabe (23); and Mr.
West (22).

     A Supplemental Executive Retirement Plan has been adopted by the
Association whereby Gold Kist makes supplemental payments to certain
employees under a non-qualified deferred compensation plan to make up for any
reduction in such employees' retirement income under the Gold Kist salary
retirement plan resulting from restrictions placed on qualified retirement
plans under Section 415 of the Internal Revenue Code of 1986, as amended, and
salary deferrals to the Executive Savings Plan.  Such restrictions limit the
amount of benefits payable in qualified retirement plans with respect to the
percentage of final pay to which such employees would be otherwise entitled
upon retirement.   The following table shows the estimated annual benefits
payable upon retirement at normal retirement age (65) to persons in specified
years of service and remuneration classifications, before offset of Social
Security benefits and without restriction imposed by the Internal Revenue
Code.  The amounts shown in the table would be reduced by the amounts payable
pursuant to the Gold Kist Retirement Plan for Salaried Employees.

<TABLE>
<CAPTION>


               Estimated Annual Benefits For Years of Service Indicated

Remuneration   10 Years  15 Years  20 Years  25 Years  30 Years or More
<S>            <C>       <C>       <C>       <C>       <C>
$100,000       $16,667   $25,000   $33,333   $41,667   $ 50,000
$150,000        25,000    37,500    50,000    62,500     75,000
$200,000        33,333    50,000    66,667    83,333    100,000
$250,000        41,667    62,500    83,333   104,167    125,000
$350,000        58,333    87,500   116,667   145,833    175,000
$500,000        83,333   125,000   166,667   208,333    250,000
$750,000       125,000   187,500   250,000   312,500    375,500
$850,000       141,667   212,500   283,333   354,167    425,000
</TABLE>

     Covered compensation, computation of the average final compensation, and
credited years of service for the five executive officers listed in the
summary compensation table are the same as that set forth in the foregoing
description of the Gold Kist Pension Plan.

     In addition to the retirement benefits provided by its qualified and
nonqualified retirement plans, Gold Kist has contracted to provide certain
key employees with compensation benefits after normal retirement.  These
benefits, known as the Management Deferred Compensation Plan, are paid
monthly following retirement in an annual amount equal to 25% of the average
annual salary for the ten year period immediately prior to retirement.  These
benefits are payable, depending on the contract, for a 10 or 15 year period
following retirement to a former key employee or his designated beneficiary.
Estimated annual benefits payable under the Management Deferred Compensation
Plan would be based upon the following average annual salary of the eligible
named executives for the ten year period ended as of June 29, 2002:  Mr.
Bekkers - $276,437; Mr. Stimpert - $197,895; and Mr. Stewart - $179,696.

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

     Change in Control Plans.  Under the Gold Kist officers contingency plan,
the Association has entered into identical change in control agreements with
each officer, including the five executive officers named in the cash
compensation table.  Each change in control agreement provides that following
a change in the control of the Association (as defined in the agreements), if
the officer's employment with the Association terminates within two years
after the change in control (but prior to the officer's reaching age 65), the
officer will be entitled to receive a severance payment calculated by
determining the "Base Severance Amount" as follows:

        (1)        if the officer is age 60 or younger at the time of
        termination of his employment, the amount equal to the officer's
        compensation paid by the Association for the five full calendar years
        ending before the date of the change in control, or

        (2)        if the officer is older than age 60 at the time of his
        termination of employment, the amount equal to the officer's average
        annual compensation paid by the Association for the lesser of five
        full calendar years or the full calendar years of service with the
        Association ending before the change in control, multiplied by the
        number of years and fractions thereof remaining until the officer's
        65th birthday.

The Base Severance Amount is to be adjusted for those officers with less than
15 years of service by prorating the Base Severance Amount with the numerator
being the number of completed calendar years of service and the denominator
being 15.  However, the minimum any terminated officer would receive would be
one and one-half times the average annual compensation paid by the
Association for the actual number of full calendar years worked, if less than
five, or the annual salary amount for an officer who has worked less than one
calendar year.  The severance payment will include an additional amount equal
to any excise tax under Section 4999 of the Internal Revenue Code of 1986
incurred by the officer, plus all federal, state and local income taxes
incurred by the officer with respect to receipt of the additional amount.
Additionally, under such contracts, medical benefits would remain available
to current and retired officers on the same basis as is provided at the time
of a change in control.  The Association has agreed to pay all legal fees and
expenses incurred by an officer in the pursuit of the rights and benefits
provided by the change in control agreement.  The Association has entered
into similar change in control agreements with each director of Gold Kist.
As of June 29, 2002, no contingencies have occurred which would require the
implementation of the provisions of the change in control agreements, and no
payments or other benefits have been provided to the five executive officers
named in the summary compensation table or to the directors.

   Director Compensation.  The By-Laws of Gold Kist provide that the
Directors shall be compensated for their services and reimbursed for their
expenses, as determined by the Board of Directors.  Currently, the Directors
receive no compensation other than an annual retainer paid at the rate of
$20,000 per year, with the Chairman receiving $21,500.  Directors receive a
per diem of $250 with a $500 minimum, plus expenses incurred while traveling
to and from and attending meetings of the Board of Directors or other
official meetings or conferences.  Pursuant to separate agreements, Gold Kist
has arranged to provide life insurance benefits to qualifying directors
emeriti and to make available health insurance and other medical benefits for
Gold Kist directors and directors emeriti as are available to employees of
Gold Kist from time to time pursuant to the Association group insurance
program.

   Compensation Committee Interlocks and Insider Participation.  Directors
Dan Smalley, W. Kenneth Whitehead, and Douglas A. Reeves 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 29, 2002, Directors Smalley, Reeves, Henderson, Grace
and Dockery had dealings in the ordinary course of business with Gold Kist as
marketing patrons.  See Business (and Properties) -- Patronage Refunds.


Item 14.  Controls and Procedures.

   The Chief Executive Officer and Chief Financial Officer have evaluated the
effectiveness of the Association's disclosure controls and procedures as of
September 20, 2002 (the "Evaluation Date") and have concluded that the
disclosure controls and procedures were effective as of the Evaluation Date
to ensure that material information relating to the Association (including
its consolidated subsidiaries) was made known to such officers, particularly
during the period in which this report was being prepared.  Since the
Evaluation Date, there have been no significant changes in internal controls
or in other factors that could significantly affect internal controls,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

                                    PART IV


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

       (a)1.  Index to Consolidated Financial Statements

              Consolidated Financial Statements:

              Independent Auditors' Reports
              Consolidated  Balance  Sheets-June 30, 2001
              and June 29, 2002
              Consolidated Statements of Operations--Years
              Ended July 1, 2000, June 30, 2001 and
              June 29, 2002
              Consolidated Statements of Patrons' and Other
              Equity and Comprehensive Income (Loss)-Years
              Ended July 1, 2000, June 30, 2001 and
              June 29, 2002
              Consolidated Statements of Cash Flows--Years
              Ended July 1, 2000, June 30, 2001 and
              June 29, 2002
              Notes to Consolidated Financial Statements

       (a)2.  Financial Statement Schedules:


              Financial Statement Schedule:

              II.  Valuation Reserves and Qualifying Accounts--Years
                   Ended July 1, 2000, June 30, 2001 and June 29, 2002



       All  other  schedules  are  omitted as  the  required  information  is
       inapplicable  or  the  information is presented  in  the  consolidated
       financial statements or related notes.


                               GOLD KIST INC.

       Schedule II - Valuation Reserves and Qualifying Accounts

                        (Dollar Amounts in Thousands)
<TABLE>
<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, 2000       $3,261         2,389          -     1,609 (A)      4,041

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

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


 (A)  Represents accounts written off.


Allowance for deferred tax
 assets valuation:

 July 1, 2000          620             -          -       223 (B)        397

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

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


 (B)  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    Exh 3
          dated as of April 22, 1997,        13D filed April 25, 1997
          among Golden Poultry
          Company, Inc., Gold Kist Inc.,
          Agri International, Inc. and
          Golden Poultry Acquisition Corp.

B-3(a)    Restated and Amended               Annual Report on Form    Exh B-3(a)
          Articles of Incorpo-               10-K for the Fiscal
          ration of Registrant               Year ended June 26, 1993

B-3(b)    Current By-Laws of                 Annual Report on Form    Exh B-3(b)
          Registrant, as amended             10-K for the Fiscal
                                             Year ended June 28, 1997

B-4(a)(1) Form of Indenture, dated           Registration filed on    Exh 4(a)(2)
          as of September 1, 1979,           Form S-1 (Registration
          governing the terms of the         No. 2-65587)
          Fifteen Year Subordinated
          Capital Certificates of
          Interest (Series B), including
          therein a table of contents
          and cross-reference sheet

B-4(a)(2) Form of First Supplemental         Registration filed on     Exh 4(a)(4)
          Indenture, dated as of             Form S-1 (Registration
          September 1, 1980, governing       No. 2-69267)
          the terms of the Fifteen
          Year Subordinated Capital
          Certificates of Interest
          (Series C)

B-4(a)(3) Form of Second Supplemental        Registration filed on     Exh 4(a)(5)
          Indenture, dated as of             Form S-2 (Registration
          September 1, 1982, governing       No. 2-79538)
          the terms of the Fifteen
          Year Subordinated Capital
          Certificates of Interest
          (Series D)


B-4(b)(1) Form of Indenture, dated           Registration filed on    Exh 4(b)(2)
          as of September 1, 1979,           Form S-1 (Registration
          governing the terms of             No. 2-65587)
          the Ten Year Subordinated
          Capital Certificates of
          Interest (Series B),
          including a table of contents
          and cross-reference sheet

B-4(b)(2) Form of First Supplemental         Registration filed on     Exh 4(b)(4)
          Indenture, dated as of             Form S-1 (Registration
          September 1, 1980, governing       No. 2-69267)
          the terms of the Ten Year
          Subordinated Capital
          Certificates of Interest
          (Series C)

B-4(b)(3) Form of Second Supplemental        Registration filed on     Exh 4(b)(5)
          Indenture, dated as of             Form S-2 (Registration
          September 1, 1982, governing       No. 2-79538)
          the terms of the Ten Year
          Subordinated Capital
          Certificates of Interest
          (Series D)

B-4(c)    Form of Indenture, dated as        Registration filed on     Exh 4(c)
          of September 1, 1985,              Form S-2 (Registration
          governing the terms of the         No. 33-428)
          Seven Year Subordinated
          Capital Certificates of
          Interest (Series A), including
          therein a table of contents,
          cross-reference sheet, and
          form of Seven Year Subordinated
          Capital Certificates of Interest

B-4(d)(1) Form of Indenture, dated           Registration filed on     Exh 4(c)(2)
          as of September 1, 1979,           Form S-1 (Registration
          governing the terms of the         No. 2-65587)
          Five Year Subordinated
          Capital Certificates of
          Interest (Series A),
          including therein a table
          of contents and cross-
          reference sheet

B-4(d)(2) Form of First Supplemental         Registration filed on     Exh 4(d)(2)
          Indenture, dated as of             Form S-1 (Registration
          September 1, 1980, governing       No. 2-69267)
          the terms of the Five Year
          Subordinated Capital Certifi-
          cates of Interest (Series B)

B-4(d)(3) Form of Second Supplemental        Registration filed on    Exh 4(d)(3)
          Indenture, dated as of             Form S-2 (Registration
          September 1, 1982, governing       No. 2-79538)
          the terms of the Five Year
          Subordinated Capital Certifi-
          cates of Interest (Series C)

B-4(e)    Agreement to furnish copies        Registration filed on    Exh 4(h)
          of constituent instruments         Form S-1 (Registration
          defining the rights of the         No. 2-59958)
          holders of certain industrial
          revenue bonds

B-4(f)(1) Multiple Advance Term Loan         Annual Report on Form    Exh B-4(i)(1)
          Supplement with CoBank, ACB        10-K for the Fiscal Year
          dated as of September 1, 1997      ended June 26, 1999

B-4(f)(2) Note Purchase and Private          Registration filed on    Exh 4(j)(9)
          Shelf Agreement, dated             Form S-2 (Registration
          as of February 11, 1997,           No. 333-36291)
          with the Prudential Insurance
          Company of America

B-4(f)(3) Amendment dated May 13, 1997       Registration filed on    Exh 4(j)(10)
          to Note Purchase and Private       Form S-2 (Registration
          Shelf Agreement with the           No. 333-36291)
          Prudential Insurance
          Company of America

B-4(f)(4) Amendment dated September          Annual Report on Form    Exh B-4(i)(7)
          5, 1997 to Note Purchase           10-K for the Fiscal Year
          and Private Shelf                  ended July 1, 2000
          Agreement with the Prudential
          Insurance Company of America

B-4(f)(5) Amendment dated October            Annual Report on Form    Exh B-4(i)(8)
          13, 1998 to Note Purchase          10-K for the Fiscal Year
          and Private Shelf Agreement        ended July 1, 2000
          with the Prudential Insurance
          Company of America

B-4(f)(6) Amendment dated June 7, 1999       Annual Report on Form    Exh B-4(i)(9)
          to Note Purchase and Private       10-K for the Fiscal Year
          Shelf Agreement with the           ended July 1, 2000
          Prudential Insurance Company
          of America

B-4(f)(7) Amendment dated January            Annual Report on Form    Exh B-4(i)(10)
          21, 2000 to Note Purchase          10-K for the Fiscal Year
          and Private Shelf Agreement        ended July 1, 2000
          with the Prudential Insurance
          Company of America

B-4(f)(8) Amendment dated March              Annual Report on Form    Exh B-4(i)(11)
          23, 2000 to Note Purchase          10-K for the Fiscal Year
          and Private Shelf Agreement        ended July 1, 2000
          with the Prudential Insurance
          Company of America

B-4(f)(9) Consolidated, Amended              Annual Report on Form    Exh B-4(i)(9)
          and Restated Note Agreement        10-K for the Fiscal Year
          dated November 3, 2000,            ended June 30, 2001
          with the Prudential Insurance
          Company of America

B-4(f)(10)Amendment dated October 23, 2001
          to Consolidated, Amended and
          Restated Note Agreement with
          Prudential Insurance Company of
          America

B-4(f)(11)Waiver dated January 11, 2002,
          under Consolidated, Amended and
          Restated Note Agreement with
          Prudential Insurance Company of
          America

B-4(f)(12)Second Amendment dated March 30,
          2002 to Consolidated, Amended,
          and Restated Note Agreement with
          Prudential Insurance Company of
          America

B-10(a)   Form of Deferred Compensation      Registration filed on    Exh 11(d)
          Agreement between Gold Kist        Form S-1 (Registration
          Inc. and certain executive         No. 2-59958)
          officers*

B-10(b)(1)Gold Kist Management Bonus         Registration filed on    Exh 10(b)
          Program*                           Form S-1 (Registration
                                             No. 2-69267)

B-10(b)(2)Amended Gold Kist Management       Registration filed on    Exh 10(b)(2)
          Bonus Program*                     Form S-2 (Registration
                                             No. 2-79538)

B-10(b)(3)Form of Gold Kist Supple-          Registration filed on    Exh 10(b)(3)
          mental Executive Retirement        Form S-2 (Registration
          Income non-qualified deferred      No. 33-9007)
          compensation agreement between
          Gold Kist and certain execu-
          tive officers and Resolution
          of Gold Kist Board of Directors
          authorizing the Supplemental
          Executive Retirement Plan*

B-10(b)(4)Resolution of Gold Kist            Registration filed on    Exh 10(b)(4)
          Board of Directors                 Form S-2 (Registration
          authorizing the Gold Kist          No. 33-9007)
          Special Award Plan*

B-10(b)(5)Form of Gold Kist Executive's      Registration filed on    Exh 10(b)(5)
          Change in Control Agreement        Form S-2 (Registration
          between Gold Kist and certain      No. 33-31164)
          officers and resolution of
          Gold Kist Board of Directors
          authorizing the Officers
          Contingency Plan*

B-10(b)(6)Form of Directors Change           Registration filed on    Exh 10(b)(6)
          in Control Agreement               Form S-2 (Registration
          between Gold Kist and              No. 33-36938
          Directors of Gold Kist*

B-10(b)(7)Form of Director                   Registration filed on    Exh 10(b)(7)
          Emeritus Life Benefits             Form S-2 (Registration
          Agreement*                         No. 33-36938)

B-10(b)(8)Form of Director Emeritus          Registration filed on    Exh 10(b)(8)
          Agreement for Medical              Form S-2 (Registration
          Benefits*                          No. 33-36938)

B-10(b)(9)Gold Kist Executive Savings        Registration filed on    Exh 10(b)(9)
          Plan, as amended *                 Form S-2 (Registration
                                             No. 33-62869)

B-10(b)(10)Gold Kist Director Savings        Registration filed on    Exh 10(b)(10)
           Plan, as amended *                Form S-2 (Registration
                                             No. 33-62869)

B-10(b)(11)Gold Kist Split Dollar Life       Registration filed on    Exh 10(b)(11)
           Insurance Plan *                  Form S-2 (Registration
                                             No. 33-62869)

B-10(b)(12)Gold Kist Executive Defined       Annual Report on Form    Exh B-10(b)(12)
           Contribution Plan *               10-K for the Fiscal Year
                                             Ended July 1, 2000


B-10(b)(13)Form of Employment Agreement
           between Gold Kist and
           certain officers

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

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

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

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

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

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

B-10(d)(1)General Partnership                Registration filed on    Exh 10(h)(1)
          Agreement (GC Properties)          Form S-2 (Registration
          between Gold Kist Inc.             No. 33-428)
          and Cotton States Mutual
          Insurance Company, dated as
          of July 1, 1984

B-10(d)(2)Lease from GC Properties,          Registration filed on    Exh 10(h)(2)
          dated December 11, 1984,           Form S-2 (Registration
          for home office building           No. 33-428)
          space

B-10(e)(1)Credit Agreement dated as of
          October 23, 2001, with various
          banks and lending institutions, as
          lendors, and Cooperatieve Centrale
          Raiffeisen-Boerenleen Bank B.A.,
          New York Branch, as agent

B-10(e)(2)Intercreditor Agreement dated
          as of October 23, 2001, with
          various banks and lending
          institutions, as lendors, and
          Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A.,
          New York Branch, as agent

B-10(f)(1)Waiver dated January 11, 2002,
          to First Amendment and Waiver
          dated March 30, 2002, to Credit
          Agreement with various banks and
          lending institutions, as lenders, and
          Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A.,
          New York Branch, as agent

B-10(f)(2)First Amendment and Waiver
          dated March 30, 2002, to Credit
          Agreement with various banks and
          lending institutions, as lenders, and
          Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A.,
          New York Branch, as agent

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

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

_________________________________
*Plans and arrangements pursuant to which executive officers and directors of
the Association receive compensation.

     (b)  Reports on Form 8-K. - No reports on Form 8-K were filed during the
last quarter of the fiscal year ended June 29, 2002.
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 20, 2002     By:/s/ John Bekkers
                                    John Bekkers, Chief Executive Officer
                                    (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE                TITLE                         DATE

<S>                      <C>                           <C>
/s/ John Bekkers         Chief Executive Officer       September 20, 2002
JOHN BEKKERS             (Principal Executive Officer)

/s/ Stephen O. West      Chief Financial Officer       September 20, 2002
STEPHEN O. WEST          (Principal Financial Officer)

/s/ W. F. Pohl, Jr.      Controller (Principal         September 20, 2002
W. F. POHL, JR.          Accounting Officer)

/s/ Dan Smalley               Director                 September 20, 2002
DAN SMALLEY

/s/ Dorman K. Grace           Director                 September 20, 2002
DORMAN K. GRACE

/s/ Phil Ogletree, Jr.        Director                 September 20, 2002
PHIL OGLETREE, JR.

/s/ Jeffrey A. Henderson      Director                 September 20, 2002
JEFFREY A. HENDERSON

/s/ Douglas A. Reeves         Director                 September 20, 2002
DOUGLAS A. REEVES

/s/ W. A. Smith               Director                 September 20, 2002
W. A. SMITH

/s/ W. Kenneth Whitehea       Director                 September 20, 2002
W. KENNETH WHITEHEAD

/s/ Walter C. Dockery         Director                 September 20, 2002
WALTER C. DOCKERY

/s/H. Michael Davis           Director                 September 20, 2002
H. MICHAEL DAVIS
</TABLE>
                                CERTIFICATION

I, John Bekkers, Principal Executive Officer of Gold Kist Inc., certify that:
1.   I have reviewed this annual report on Form 10-K of Gold Kist Inc.;
2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary
     to make the statements made, in light of the circumstances under which
     such statements were made, not misleading with respect to the period
     covered by this annual report;
3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all
     material respects the financial condition, results of operations and
     cash flows of the registrant as of, and for, the periods presented in
     this annual report;
4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
     have:
     a)   designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this annual report is
     being prepared;
     b)   evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of
     this annual report (the "Evaluation Date"); and
     c)   presented in this annual report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;
5.   The registrant's other certifying officers and I have disclosed, based
     on our most recent evaluation, to the registrant's auditors and the
     audit committee of registrant's board of directors (or persons
     performing the equivalent functions):
     a)   all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to
     record, process, summarize and report financial data and have identified
     for the registrant's auditors any material weaknesses in internal
     controls; and
     b)   any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's internal
     controls; and
6.   The registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and
     material weaknesses.
Date: September 20, 2002
                              /s/ John Bekkers
                                 [Signature]
                       Title:  Chief Executive Officer

                                 CERTIFICATION

I, Stephen O. West, Principal Financial Officer of Gold Kist Inc., certify
that:
1.   I have reviewed this annual report on Form 10-K of Gold Kist Inc.;
2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary
     to make the statements made, in light of the circumstances under which
     such statements were made, not misleading with respect to the period
     covered by this annual report;
3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all
     material respects the financial condition, results of operations and
     cash flows of the registrant as of, and for, the periods presented in
     this annual report;
4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
     have:
     a)   designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this annual report is
     being prepared;
     b)   evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of
     this annual report (the "Evaluation Date"); and
     c)   presented in this annual report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;
5.   The registrant's other certifying officers and I have disclosed, based
     on our most recent evaluation, to the registrant's auditors and the
     audit committee of registrant's board of directors (or persons
     performing the equivalent functions):
     a)   all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to
     record, process, summarize and report financial data and have identified
     for the registrant's auditors any material weaknesses in internal
     controls; and
     b)   any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's internal
     controls; and
6.   The registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and
     material weaknesses.
Date: September 20, 2002
                             /s/ Stephen O. West
                                 [Signature]
                       Title:  Chief Financial Officer

                             INDEX TO EXHIBITS

<TABLE>
<CAPTION>                                                   Sequentially
Exhibit                                                     Numbered
Number                   Description                        Page
<S>                      <C>                                <C>
B-4(f)(10)               Amendment dated October 23, 2001
                         to Consolidated, Amended and
                         Restated Note Agreement with
                         Prudential Insurance Company of
                         America

B-4(f)(11)               Waiver dated January 11, 2002, under
                         Consolidated, Amended and
                         Restated Note Agreement with
                         Prudential Insurance Company of
                         America

B-4(f)(12)               Second Amendment dated March 30,
                         2002 to Consolidated, Amended, and
                         Restated Note Agreement with
                         Prudential Insurance Company of
                         America

B-10(b)(13)              Form of Employment Agreement
                         between Gold Kist and
                         certain officers

B-10(e)(1)               Credit Agreement dated as of
                         October 23, 2001, with various
                         banks and lending institutions, as
                         lendors, and Cooperatieve Centrale
                         Raiffeisen-Boerenleen Bank B.A.,
                         New York Branch, as agent

B-10(e)(2)               Intercreditor Agreement dated
                         as of October 23, 2001, with
                         various banks and lending
                         institutions, as lendors, and
                         Cooperatieve Centrale Raiffeisen-
                         Boerenleen Bank B.A.,
                         New York Branch, as agent

B-10(f)(1)               Waiver dated January 11, 2002,
                         to First Amendment and Waiver
                         dated March 30, 2002, to Credit
                         Agreement with various banks and
                         lending institutions, as lenders, and
                         Cooperatieve Centrale Raiffeisen-
                         Boerenleen Bank B.A.,
                         New York Branch, as agent

B-10(f)(2)               First Amendment and Waiver
                         dated March 30, 2002, to Credit
                         Agreement with various banks and
                         lending institutions, as lenders, and
                         Cooperatieve Centrale Raiffeisen-
                         Boerenleen Bank B.A.,
                         New York Branch, as agent


</TABLE>