EXHIBIT B-3(b)

October 25, 1996

                             BY-LAWS
                               OF
                         GOLD KIST INC.

                            Article I

  Gold Kist Inc. may be hereinafter referred to as "Gold
Kist."

  The purposes for which Gold Kist is formed are set forth
in the Articles of Incorporation of Gold Kist.

                           Article II
                       BOARD OF DIRECTORS

  Section 1(a).  Number of Directors.  The corporate powers,
business and property of Gold Kist shall be exercised,
conducted and controlled by a Board of not less than nine (9)
directors.

  Section 1(b).  Districts.  For the purpose of providing
equitable representation of the members on the Board of
Directors, the territory served by Gold Kist shall be divided
into Districts.  One director shall be elected from each
District.  The number of such Districts and the areas to be
contained in each District shall be determined from time to
time by the Board of Directors as provided herein, and
recorded in the minutes of the meetings of the Board of
Directors.

  Section 1(c).  Redistricting.  The Board of Directors
shall determine from time to time, but shall not be required
to do so more often than once every three years, when it is
necessary to redistrict the territory served by Gold Kist in
order to maintain equitable representation of the members on
the Board. Whenever the Board shall determine that such
redistricting is necessary, at least twenty (20) days prior to
the primary elections hereinafter provided, the Board of
Directors, by a majority vote, shall designate the number of
such Districts and the counties or other areas to be included
in each such District.  Such redistricting shall be
accomplished in such a manner as not to cause any District
Director whose term has not expired to become disqualified by
reason of the residence requirement provided in Section 2
below.

  Section 2.  Qualifications of Directors.  In addition to
the qualifications otherwise imposed by the law, the Articles
of Incorporation and these By-Laws, the directors shall
possess the following qualifications:

  (1)  A director shall be a member of Gold Kist residing in
the District from which he is elected.

  (2)  No person shall be eligible for election or for
       re-election as a member of the Board of Directors
       after reaching his seventieth (70th) birthday.

  Any director who during his term fails to continue to meet
the qualifications to serve as a director set forth in this
Section 2, other than a change in District residency resulting
from redistricting, shall cease to be a member of the Board of
Directors upon the passage of a resolution to such effect by a
majority of the remaining members of the Board of Directors.

  Section 3(a).  Classification and Term of Office of
Directors.  The Board of Directors shall be divided into three
(3) classes which shall be as nearly equal in number as
possible.  Directors within each class shall be elected every
third year on a rotating basis.  Unless a director's elected
term of office is shortened by the Board in order to equalize
the classes, each director in such class shall be elected to
hold office until the third succeeding annual meeting of
members and, except in the case of death, resignation,
retirement or disqualification, shall serve until a successor
has been elected and qualified.

  Section 3(b).  Method of Election.  An election shall be
held annually in each District in which a vacancy in the Board
of Directors will occur, not less than ten (10) days prior to
the regular annual meeting of the members, which election
shall be conducted by mail under rules and regulations
prescribed by the Board of Directors, under the following
plan:

  The Secretary shall cause to be mailed to each member in
the District at the member's last known address, a ballot for
the election of one director from such District.  The ballots
shall be mailed by the members voting to the Election
Committee.

  The Board of Directors shall appoint an Election Committee
which shall count the ballots.  If any person receives a
majority of the votes cast, then that person shall be deemed
elected as the director for that District.  If no person
receives the majority of the votes cast, then the Secretary
shall cause a ballot to be sent to each of the members of the
District, which ballot shall bear the names of the two (2)
persons receiving the highest number of votes.  Members shall
then vote between the two names on the ballots sent out by the
Secretary, which ballot shall be mailed to the Election
Committee and counted by the Election Committee, and the
person receiving the highest number of votes shall be deemed
elected as the director for such District, and his election
shall be effective immediately following the next annual
meeting of the members of Gold Kist.

  Section 4.  Vacancies.  Whenever a vacancy occurs in the
Board of Directors, other than by expiration of term, such
vacancy shall be filled by a majority vote of the remaining
directors.   The new director shall hold office for the
remainder of the term for which his predecessor had been
elected and qualified, or for a shorter term designated by the
Board.  Any director who ceases to be qualified to be a member
of the Board of Directors of Gold Kist shall cease to be a
member of the Board of Directors as soon as the majority 
thereof passes a resolution to such effect, as provided by
Section 2 of this Article II.

  Section 5.  Regular Meetings of Directors.  Regular
meetings of the Board of Directors shall be held immediately
after each Annual Meeting of the members and the Board of
Directors may schedule other regular meetings to occur as
determined by resolutions adopted by the Board of Directors
from time to time.

  Section 6.  Special Meeting of Directors.  A special meeting
of the Board of Directors shall be held whenever called by the
Chairman or by a majority of the directors.  Unless otherwise
specified in the call for the meeting, any and all business
may be transacted at a special meeting. Each call for a
special meeting shall be in writing, signed by the person or
persons making the same, addressed and delivered to the
Secretary, and shall state the time and place of such meeting.

  Section 7.  Notice of Meetings.  No notice shall be
required for any regular annual meeting or any regular meeting
scheduled by the Board of Directors.  Notice of each special
meeting of the directors setting forth the time, place and
purpose of the meeting, shall be mailed to each director, at
his last known address, at least five (5) days prior to the
time of such meeting, or may be given by telegraph, telephone
or in person at least three (3) days prior to the time of such
meeting.

  Section 8.  Quorum.  A majority of the directors then in
office shall constitute a quorum of the Board of Directors at
all meetings.

  Section 9.  Compensation.  The directors shall be
compensated for their services hereunder, and reimbursed for
their expenses, as determined by the Board of Directors from
time to time.

  Section 10.  Nonemployment of Relatives of Board Members. 
No close relative of any member of the Board of Directors
shall be employed in any capacity by Gold Kist.  A close
relative means a husband or wife or a person related as child,
parent, brother, sister, by blood, adoption or marriage, and
shall include in-laws within such categories.

  Section 11.  Directors Emeritus. 

  (a)   A person shall be named director emeritus at such
time as

    (i)  he might cease to be a member of the Board of
         Directors after reaching the age of 70.

    (ii)      he might cease to be a member of the Board of
              Directors for health reasons after reaching
              the age of 65, but before reaching the age of
              70, or

    (iii) he has served at least ten (10) years as a member
          of the Board of Directors and ceases to be a
          director.

  (b)  Provided a director emeritus has no conflict of
interest, he shall have all the privileges of any member of
the Board of Directors except that he shall not have any
voting rights.  A director emeritus shall be entitled to
retain his designation as such and the privileges of said
office until his resignation or death, but not to exceed a
period of five (5) years for those elected for the first time
after October 27, 1995.  There shall be no limit to the number
of directors emeritus serving at any one time.  Directors
emeritus who shall have reached the age of sixty-five (65) and
served at least ten (10) years as members of the Board of
Directors at the time they cease to be members of the Board
shall be compensated in the same manner and amount as received
by currently active directors, except that the annual
retainer, if any, shall be reduced by 5% for each year less
than twenty (20) that they might have served as active members
of the Board of Directors.

                           Article III
                       POWERS OF DIRECTORS

  The directors shall have the power:

  (1)  To conduct, manage and control the affairs and
business of Gold Kist, and to make rules and regulations for
the guidance of the officers and management of its affairs,
and to take any such action under this Article, at a meeting
held pursuant to Article II, or by unanimous written consent,
or at a meeting held by conference telephone call;

  (2)  To appoint and remove all officers, agents and
employees of Gold Kist, prescribe their duties, fix their
compensation, and may require from them bond in such form and
in such amount as may be deemed necessary;

     (3)  To select one or more banks to act as depository of
the funds of Gold Kist and to determine the manner of
receiving, depositing and disbursing the funds of Gold Kist,
and the form of checks and the person or persons by whom same
shall be signed, with the power to change such banks and the
person or persons signing said checks and the form thereof, at
will.

  (4)  To join with individuals, firms, partnerships or
other associations or corporations to form a non-profit
cooperative association, with or without capital stock, by
entering into and executing agreements of merger or
consolidation with any such entities, which power shall be
exercisable without prior or subsequent approval by the
members of Gold Kist.

  In addition to the powers enumerated above, the directors
shall have any additional powers provided by law, the Articles
of Incorporation or these By-Laws.

                           Article IV
                       DUTIES OF DIRECTORS

  It shall be the duty of the Board of Directors:

  (1)  To keep a complete record of all its acts and of the
proceedings of its meetings, and to present a full statement
at the regular annual meeting of the members, showing in
detail the conditions of the affairs of Gold Kist;

  (2)  To cause to be installed such a system of bookkeeping
and auditing that each member may know and be advised from
time to time fully concerning the receipts and disbursements
of Gold Kist;

  (3)  To appoint a Management Executive Committee, the
members of which shall hold office at the pleasure of and on
terms and conditions set by the Board of Directors.  No member
of such Management Executive Committee may serve in the double
capacity of Executive Committee member and director.  The
Chief Executive Officer shall be Chairman of the Managemen
Executive Committee.

  (4)  To carry out the marketing and/or purchasing
contracts of Gold Kist.

                            Article V
       DUTIES AND POWERS OF MANAGEMENT EXECUTIVE COMMITTEE

  The Management Executive Committee, under the direction of
the Board of Directors, shall employ and discharge all
employees, agents and laborers of Gold Kist, and have general
supervision and control over all of the activities and
business of Gold Kist subject to the orders of the Board of
Directors, from time to time.

                           Article VI
                            OFFICERS

  The officers of Gold Kist shall be elected by the Board of
Directors at its regular annual meeting and shall be a
Chairman of the Board, one or more Vice Chairmen of the Board,
a Chief Executive Officer, a President, one or more Vice
Presidents, a Secretary and a Treasurer, together with any
other administrative officers whom the Board of Directors may
see fit in its discretion to provide for by resolution entered
upon its minutes.  The office of Secretary and Treasurer may
be held by one and the same person.  No officer need be a
member of Gold  Kist other than the Chairman of the Board and
Vice Chairmen of the Board who shall also be members of the
Board of Directors.  In addition to electing officers at its
annual meeting, the Board of Directors at any other meeting
may also elect officers to fill vacancies or elect officers to
fill newly added offices.  The directors shall, by vote of a
majority attending the meeting of the directors, elect each
officer from among the nominees for that office.  If there are
two or more nominees for a position to be filled, then voting
for an election of officers shall be by secret ballot.

     The compensation of all officers shall be fixed by the
Board of Directors.  Each officer shall hold office at the
pleasure of the Board of Directors.

     The Board may appoint a Chairman of the Board Emeritus.

                           Article VII
                       DUTIES OF OFFICERS

  Section 1.  Chairman of the Board and Vice Chairman of the
Board.  The Chairman of the Board shall preside over all
meetings of the Board of Directors, the Executive Committee of
the Board of Directors and meetings of members and shall
perform such duties as may be determined by the Board of
Directors.  The Vice Chairman of the Board designated by the
Board from time to time to perform such duties shall, in the
absence or disability of the Chairman of the Board, or at the
direction of the Chairman of the Board or the Board of
Directors, perform the duties and exercise the powers of the
Chairman of the Board.

  Section 2.  Chief Executive Officer.  The Chief Executive
Officer shall act as Chairman of the Management Executive
Committee in the exercise of its general supervision and
control capacity as provided in Article V of these By-Laws. 
He shall see that all orders and resolutions of the Board of
Directors are carried into effect.  In the absence or
disability of the President, the Chief Executive Officer shall
perform the duties and exercise the powers of the President. 
The Chief Executive Officer shall perform such other duties as
may from time to time be delegated to him by the Board of
Directors.

  Section 3.  President.  The President shall be the chief
operating officer of the corporation and shall be a member of
the Management Executive Committee.  In the absence or
disability of the Chief Executive Officer, the President shall
perform the duties and exercise the powers of the Chief
Executive Officer.  The President shall perform such other
duties as may from time to time be delegated to him by the
Board of Directors.

  Section 4.  Vice Presidents.  The Vice President
designated by the Board from time to time to perform such
duties shall, in  the absence or disability of both the Chief
Executive Officer and the President, or at the direction of
the Management Executive Committee, perform the duties and
exercise the powers of the Chief Executive Officer and the
President.  Vice Presidents shall perform whatever duties and
have whatever powers the Board of Directors may from time to
time assign.

  Section 5.  Secretary and Treasurer.

  (a)   The Secretary shall keep accurate records of acts
and proceedings of all meetings of members, directors and
committees of directors.  He shall have authority to give all
notices required by law or by these By-Laws.  He shall be
custodian of the corporate books, records, contracts and other
documents.  The Secretary may affix the corporate seal to any
lawfully executed documents requiring it and shall sign such
instruments as may require his signature.  The Secretary shall
perform whatever additional duties and have whatever
additional powers the Board of Directors may from time to time
assign to him.

  (b)  The Treasurer shall be responsible for the custody of
all funds and securities belonging to Gold Kist and for the
receipt, deposit or disbursements of such funds and securities
under the direction of the Board of Directors.  The Treasurer
shall perform all duties as may be assigned to him from time
to time by the Board of Directors.

  Section 6.  Assistant Secretary and Assistant Treasurer. 
The Assistant Secretaries and Assistant Treasurers, if the
same exist, shall, in the absence or disability of the
Secretary or the Treasurer, respectively, perform the duties
and exercise the powers of those offices, and they shall, in
general perform such other duties as shall be assigned to them
by the Board of Directors.  Specifically, an Assistant
Secretary may affix the corporate seal to all necessary
documents and attest the signature of any officer of the
corporation and may give all notices required by law or these
By-Laws.

                          Article VIII
             BOARD OF DIRECTORS EXECUTIVE COMMITTEE

  At each annual meeting of the Board of Directors, an
Executive Committee of not more than five (5) and not less
than three (3) members, including the Chairman of the Board,
shall be elected by the Board of Directors from among its
members, for a term of one year.  The Executive Committee
shall have such duties and powers as may from time to time be
prescribed by the Board of Directors.

                           Article IX
                              AUDIT

  Section 1.  Annual Audit.  An annual audit shall be made
by a Certified Public Accountant, and a copy of such audit
shall be filed with the Board of Directors.  Each member shall
be given each year a summary financial statement based on such
audit.

  Section 2.  Audit Committee.  At each annual meeting of
the Board of Directors, an Audit Committee of not more than
five (5) and not less than three (3) members shall be elected
by the Board of Directors from among its members, for a term
of one (1) year.  The Audit Committee shall have such duties
and powers as may from time to time be prescribed by the Board
of Directors.

                            Article X
                        BOOKS AND PAPERS

  The books and records of Gold Kist shall be subject to
inspection as provided in the Georgia Nonprofit Corporation
Code.

                           Article XI
                       MEETINGS - MEMBERS

  Section 1.  Annual Meetings.  An annual meeting of the
members shall be held at a place within the operating area of
Gold Kist and on a date as determined by the Board of
Directors for the election of directors and the transaction of
such other business as may come before the meeting.

  Section 2.  Special Meetings.  Except where otherwise
prescribed by law or elsewhere in these By-Laws, a special
meeting of the members may be called at any time by the Board
of Directors, and whenever one-tenth of the members shall sign
a petition requesting that a meeting of the members be called
and stating the specific purpose of such meeting, the Board of
Directors shall call a meeting of the members.  Each such call
shall be in writing and shall state the time, place and
purpose of such meeting.  No business shall be transacted at a
special meeting other than as is stated in the purpose of the
call.

  Section 3.  Notice of Meeting.  Notice of all meetings,
annual and special, stating the time, place and purpose, shall
be given all members at least ten (10) days prior to the date
thereof by publication in a newspaper of general circulation,
published at the principal place of business of Gold Kist, and
a copy of such notice shall be published in the Gold Kist
member publication so that it will go to each member of Gold
Kist at least ten days prior to the date thereof.

  Section 4.  Quorum.  At any meeting the members present,
in person, or voting by mail, shall constitute a quorum for
all purposes except when otherwise provided by law.

  Section 5.  No Proxy.  Any member shall be permitted to
vote at any meeting, in person, or by mail, but no proxies
shall be voted in Gold Kist.

  Section 6.  One Vote.  Each active member of Gold Kist
(whether person, firm, corporation, or cooperative
association) shall have only one vote, and the right to such
vote shall be evidenced by the issuance of one share of common
stock of Gold Kist in the name of such member.

 
                           Article XII
              GENERAL PROVISIONS CONCERNING MEMBERS

  Section 1.  Members - Who Eligible.  Any person engaged in
the production of farm commodities, including livestock and
poultry, and any firm or corporation whose members or
stockholders are persons so engaged, including the lessees or
tenants, or the lessors or landlords, of land used for such
production, provided such lessors or landlords receive all or
part of the rental in farm products, and any cooperative
association organized under the cooperative marketing laws of
this and any other state, is eligible to membership in Gold
Kist, except that membership may be denied in the discretion
of the Board of Directors on a reasonable basis.

  Section 2.  Conditions of Membership.  Any person, firm or
corporation, eligible to membership under these By-Laws, may
apply for membership in such manner as may be prescribed by
the Board of Directors.  All members shall subscribe to a
marketing and/or purchasing agreement, in a form prescribed by
the Board of Directors, or shall sign some other document
which by its terms, embodies by reference the marketing and/or
purchasing agreement then in effect and on file with the
Secretary of Gold Kist.  The Board of Directors shall
prescribe, from time to time, the general marketing and/or
purchasing agreement then in effect, and shall cause one copy
thereof to be executed by the President, attested by the
Secretary and corporate seal of Gold Kist, to be filed with
the Secretary, and to be the general marketing and/or
purchasing agreement of Gold Kist until a new one is properly
authorized by the Board of Directors, executed by the
President as aforesaid, and filed with the Secretary.  Gold
Kist may have different contracts with its members varying in
terms and conditions of the contracts of any member, provided
the member assents thereto; and such modification, variation
or alteration shall not affect the contracts between Gold Kist
and other members, nor shall the consent of other members be
necessary to effect such modification or change.

  The Board of Directors may admit as members of Gold Kist
any person, firm, or corporation properly qualified under
these By-Laws.

  The Board of Directors from time to time by a resolution
passed at any regular or special meeting and duly entered on
its minutes thereof may provide for a membership fee to be
paid by each new member as a condition of admission to
membership, and further may provide for fees to be paid
annually or from time to time as a continuing condition of
membership.  Said resolution shall fix the amount of such
fees, which may vary between members, and such other terms,
conditions and rules with respect thereto, including without
limitation the payment, collection and use thereof, as the
Board of Directors in its conclusive discretion shall deem
proper or necessary.

  A member may withdraw at any time by notifying Gold Kist
in writing by certified mail.

  Section 3.  Capital Stock.  Gold Kist is organized with
capital stock of the amounts, par values, preferences, rights,
privileges and restrictions as provided in the Articles of
Incorporation for the purpose of serving its members and
providing all of its facilities to them upon rules and
regulations to be prescribed by the Board of Directors of Gold
Kist.

  Section 4.  Evidence of Membership.  From and after April
25, 1985, membership in Gold Kist shall be evidenced by the
issuance of a share of common stock of Gold Kist in the name
of each member.  Neither the share of common stock nor the
underlying membership right may be assigned by any member to
any other person, nor shall a purchaser or other successor to
the property of a member be entitled to membership rights, or
to become a holder of common stock of Gold Kist, by virtue of
such transfer.  However, the Board of Directors of Gold Kist
may, under certain conditions, consent to an assignment and
transfer of such membership right, provided that the assignee
or transferee signs a marketing and/or purchasing agreement
with Gold Kist, and the assignor or transferor tenders his
share of common stock of Gold Kist to Gold Kist in exchange
for a share of common stock issued in the name of the assignee
or transferee.  The Board may establish reasonable rules and
regulations for the transfer of membership rights to the
purchaser of a member s land or lease; determine the conditions
under which the executor or administrator of a deceased member
may continue as a member representing such deceased member;
and determine the conditions under which a purchaser at
execution sale or any successor by operation of law shall
succeed to membership rights.

  Section 5.  Termination of Membership.  If the Management
Executive Committee shall find that a member has ceased to
qualify for membership, the right of such member to a vote in
the affairs of Gold Kist shall be suspended upon sending
written notice of such determination to such member, and the
membership of such member shall be terminated automatically
thirty days after the sending of such notice unless such
member requests a hearing by the Board of Directors.  The
action of the Board of Directors after a hearing shall be
final with respect to such termination.

  If any member shall cease, fail, neglect, or refuse for
any reason whatsoever to abide by the terms of the member's
marketing and/or purchase agreement, or if the Board of
Directors shall determine that it is not in the best interests
of Gold Kist and its members for a member to continue to be a
member, then the Board of Directors (or officers acting in
accordance with the direction of the Board of Directors) may
cancel the member's membership, and/or repurchase the member's
share of common stock of Gold Kist  evidencing such
membership, and thereby expel the member from membership in
Gold Kist.

  The expulsion of any member or the cancellation of his
marketing and/or purchasing agreement or any penalty imposed
upon him for the breach of any of these By-Laws shall be
separate from, and in addition to, the provisions which may be
included in the marketing and/or purchasing agreements in
reference to liquidated damages, or other remedies.  It is
expressly understood that Gold Kist may exercise any rights
whatsoever under the said marketing and/or purchasing
agreement for a breach of such agreements, and in addition
impose any penalty or liquidated damages set forth in these
By-Laws for the express violation of a By-Law.

  The expulsion of any member shall not operate to release
any other member from his contract with Gold Kist and shall
not affect in any way the contracts of the remaining members
of Gold Kist.

  If a member fails to deliver farm products to or purchase
supplies from Gold Kist for a period of three  fiscal years,
such member's membership in Gold Kist shall terminate until
such time as such member shall sign a new membership agreement
and deliver farm products to or purchase supplies from Gold
Kist again.  If such former member continues to have Gold Kist
equity allocated to him/her, such former member shall
thereupon be referred to as a "former member equity holder." 
Upon such termination, Gold Kist shall repurchase such
member's share of common stock by adding one dollar back to
such member's allocated reserves as provided in Article XVII,
Section 7(e).

  Upon final termination of membership for any reason, Gold
Kist shall repurchase the member s share of common stock in the
manner provided in these By-Laws.

  Section 6.  Property Rights.  The property rights and
interest of all equity holders in Gold Kist shall be in
accordance with the Patronage Dividend certificates, allocated
reserves and Nonqualified Notices of such equity holders, all
as shown by the books and records of Gold Kist, and as
evidenced by shares of common stock of Gold Kist.

  The property rights of an equity holder in Gold Kist are
non-assignable and non-transferable; however, they shall upon
the death of an equity holder be succeeded to by such person's
estate; and during the lifetime of an equity holder that
person may, with the consent of the Board of Directors, assign
and transfer said property rights on such conditions as the
Board of Directors shall determine.

  In the event any member shall cease to be a member, such
person shall nevertheless retain that person's property rights 
hereunder and shall be entitled to receive payment thereof at
the same time and to the same extent as would have been the
case had such person remained a member.  The Board of
Directors shall have the right, but not the obligation, to
establish a procedure whereby a former member equity holder
may request payment of that person's property rights and
receive payment of the present value of said property rights
as may be conclusively determined by the Board of Directors
after due allowance for the probable due date to members and
the risk of losses occurring before such probable due date.

  Section 7.  Disputes Between Gold Kist and Members:
Remedies.  

  (a)   Arbitration.  Gold Kist and members will submit to
binding arbitration all disputes between the parties, whether
governed by federal, state, or international contract law,
tort law, statute, or treaty, and irrespective of the form of
relief sought, relating to or arising out of matters of a type
declared by Gold Kist's Board of Directors before the dispute
arises to be of a type covered by Gold Kist's arbitration
policy.  All such arbitrations shall be according to rules and
procedures adopted from time to time by Gold Kist's Board of
Directors.

  (b)   Remedies.  In no event will punitive or exemplary
damages be claimed by or awarded to either party, whether in
arbitration, in court proceedings, or otherwise.  Except for
punitive or exemplary damages which are excluded, the
arbitrator(s) may determine remedies as provided in the
policies adopted by the Board of Directors.

  (c)  Continued Applicability.  This section shall continue
to govern all disputes that arise during  or relate to the
member's period of membership in Gold Kist, even after such
membership might be terminated for any reason.

  Section  8.  Members' Charitable Foundation.  Gold Kist
has formed Gold Kist Foundation, Inc. ("Foundation"), as a
members' charitable foundation for engaging in charitable
activities associated with Gold Kist or its members.  By
becoming a member of Gold Kist, a member agrees and directs
that any amounts represented by checks (or other evidences of
payment, including electronic transfers) issued by Gold Kist
to such members but uncashed or unclaimed for four years or
more after the same were issued, whether or not a member is
still a member at such time, shall be transferred by Gold Kist
to the Foundation as a charitable contribution by such
members.  By failing to claim such amounts for four years or
more, a member has expressed its intention to make the
foregoing charitable contributions.  Such checks or other
evidences of payment may be issued to members in payment of
Patronage Dividends, grower payments, principal or interest on
any debt or other obligation of Gold Kist, or in redemption of
Patronage Dividend Certificates, allocated reserves,
Nonqualified Notices, common stock of Gold Kist or any other
equity of Gold Kist.  Pursuant to this By-Law provision, the
Foundation is hereby granted the right to demand and to
receive the charitable contributions required hereunder,
provided that the Foundation must indemnify Gold Kist from and
against any obligations to any such members or to any other
person, including any governmental entity, with respect to the
amounts contributed to the Foundation pursuant to this By-Law
provision.

                          Article XIII
                         BORROWING MONEY

  Gold Kist shall have the power, by affirmative vote of a
majority of its directors in attendance at any meeting at
which a quorum is present, to borrow money for any corporate
purposes on open account, or on the promissory note of the
corporation, unsecured, or secured by any assets of Gold Kist
or any property of members in its possession, or upon any
accounts thereof, or any property not yet distributed to the
members in such amounts and upon such terms and conditions as
may from time to time seem to the Board of Directors advisable
or necessary.

                           Article XIV
                       MARKETING AND POOLS

  The Board of Directors of Gold Kist, in its conclusive
discretion, shall have the right and power to provide pools
and/or other services through which the members of Gold Kist
may sell their farm products or purchase their supplies; and
shall, from time to time, have the right to make such rules
and regulations as it may deem proper, governing all of said
pools, options, and purchases, and to allocate expenses as it
may in its conclusive discretion deem equitable.  If any such
pools and/or other services are not provided for in the
written  marketing and/or purchasing agreement, the Board of
Directors may, nevertheless, provide for the same by a
resolution passed at any regular or special meeting and duly
entered upon its minutes thereof.  Such action may be taken in
the form of determination of the refund rates for the various
pools.  The members agree to observe all such rules and
regulations and to be bound thereby, and the failure to do so
shall be grounds for expulsion from membership.

                           Article XV
                              SEAL

  The seal of Gold Kist shall contain these words "Gold Kist
Inc."; said seal shall be in a circular form, and in the
center of the circle shall be the word "SEAL."


                           Article XVI
                      LIABILITY OF MEMBERS

  Except for debts lawfully contracted between him and Gold
Kist, no member shall be liable for the debts of Gold Kist.

                          Article XVII
            COOPERATIVE OPERATION; PATRONS  EQUITIES

  Section 1.  Definitions.  For purposes of this Article
XVII, the following terms shall have the following meanings.

  (a)    The term "patronage" shall refer to any and every
transaction involving Gold Kist and a person who, at the time
of the transaction, is a member, except such transactions as
are conducted pursuant to agreements providing to the
contrary.

  (b)    The term "Patron" shall refer to each member or
former member but only to the extent said member or former
member participates or has participated in patronage
transactions.

  (c)    The term "Patronage Dividend" shall mean any
distribution required by Section 5 of this Article XVII.

  (d)    The term "Additional Patronage Distribution" shall
mean any distribution authorized by Section 11 of this Article
XVII.

  (e)    The term "Dividend" shall refer to distributions
(other than Additional Patronage Distributions; redemptions of
Patronage Dividend certificates, written notices of allocated
reserves and Nonqualified Notices; and distributions of
deferred patronage refunds) treated as dividends for purposes
of federal income taxation, and shall not include Patronage
Dividends.

  (f)    The term "Patronage Earnings" for any fiscal year
shall mean earnings for such year from business done with or
for Patrons computed as provided in Section 4 of this Article
XVII.

  (g)    The term "Patronage Margins" for any fiscal year
shall mean the net income of Gold Kist for such year from
business done with or for Patrons, computed in accordance with
the principles applied in preparation of Gold Kist s federal
income tax return for such year, having due regard for net
operating loss carryforwards employed and allowable for
federal income tax purposes, and without reduction for
Patronage Dividends or income taxes required for such year,
redemptions of Nonqualified Notices deductible for such year,
or Dividends paid in such year.

  (h)    The term "Total Margins" for any fiscal year shall
mean the net income of Gold Kist for such year from all
sources computed in accordance with principles applied in
preparation of Gold Kist s federal income tax return for such
year, having due regard for net operating loss carryforwards
employed and allowable for federal income tax purposes, and
without reduction for Patronage Dividends or income taxes
required for such year, redemptions of Nonqualified Notices
deductible for such year, or Dividends paid in such year.

  (i)    The term "Common Stock Certificate" shall refer to
a certificate representing one share of $1 par value common
stock of Gold Kist which share evidences membership, $1 of
allocated reserves and an active member s right to vote.

  Section 2.  Cooperative Operation.  Gold Kist shall
operate on a cooperative basis.  To this end, as soon as
practicable after the close of each fiscal year, and in any
event within eight and one-half months after the close of such
year, Gold Kist shall determine the Patronage Earnings for
such year and shall distribute all of such Patronage Earnings
to Patrons on the basis of their respective patronage with the
corporation during such year after deducting and setting aside
a reasonable reserve as established by the Board of Directors
prior to the beginning of such fiscal year.  Such reasonable
reserve for the fiscal year shall not exceed twenty percent
(20%) of the Patronage Earnings for such year and shall not be
set aside if at the end of the fiscal year Gold Kist's
unallocated retained earnings exceed fifteen percent (15%) of
the aggregate book value of its assets.  The Board of
Directors of Gold Kist, in its sole discretion, shall
determine the form of each such distribution of Patronage
Earnings, provided however that the form of each distribution
shall be uniform with respect to all Patrons entitled to
participate therein.  In distributing all of such Patronage
Earnings, the Board of Directors shall allocate all or part of
each such distribution into the following forms of written
notice of allocation as the same is defined for purposes of
Subchapter T of the Internal Revenue Code of 1954, as amended
from time to time, or any successor provisions thereto:

  (a)  Nonqualified written notice of allocation.  Less than
twenty percent (20%) thereof shall be made in cash or by
qualified check (as the same is defined for purposes of
Subchapter T of the Internal Revenue Code of  1954, as amended
from time to time, or any successor provisions thereto), with
the remainder thereof to be made in Nonqualified Notices, as
defined hereinafter.

  (b)  Qualified written notice of allocation.  Twenty
percent (20%) or more thereof shall be made in cash or by
qualified check (as the same is defined for purposes of
Subchapter T of the Internal Revenue Code of 1954, as amended
from time to time, or any successor provisions thereto) with
the remainder thereof to be made in the form of Patronage
Dividend Certificates, as defined hereinafter, or in the form 
of  allocated reserves, as defined hereinafter, or in any
combination of Patronage Dividend Certificates or allocated
reserves.  In addition, Gold Kist shall also be authorized to
issue per-unit retain certificates (as the same are defined
for purposes of Subchapter T of the Internal Revenue Code of
1954, as amended from time to time, or any successor
provisions thereto) to Patrons.

  Section 3.  Tax Consent.  Each Patron, by virtue of his
membership in Gold Kist, consents to take into account in the
manner provided in Section 1385(a) of the Internal Revenue
Code of 1954, as amended from time to time, or any successor
provisions thereto (and hence generally to include in his
gross income) for the taxable year in which received by him
the stated dollar amount of any Patronage Dividend Certificate
or of allocated reserves or per-unit retain certificates
issued to him pursuant to Subsection 2(b) of this Article
XVII.  The consent hereby given shall survive termination of
the Patron s membership.
 
  Section 4.  Computation of Patronage Earnings.  Patronage
Earnings for any fiscal year shall equal Patronage Margins for
such fiscal year less:

  (a)    the excess, if any, of Patronage Margins over Total
Margins for such year;

  (b)    a proportion of all Dividends paid in such year, to
 the extent authorized prior to such fiscal year for payment
 in such year, said proportion being the fraction (not
 greater than 1) with numerator equal to such Patronage
 Margins and denominator equal to such Total Margins;

  (c)    an amount equal to any income tax liabilities of
 Gold Kist for such year to the extent such liabilities
 result from the inclusion in taxable income of (i) the
 amount specified in subparagraph (b) and (ii) the amount
 specified in this subparagraph (c); and 

  (d)    all membership and annual fees paid by members, to
 the extent that such fees affect the computation of
 Patronage Margins.

  Section 5.  Distribution of Patronage Dividends.  Upon
determining the amount of Patronage Earnings in any fiscal
year, said amount shall be allocated among the several
operations of Gold Kist or one or more groups of such
operations as the Board of Directors may reasonably determine
to be appropriate in light of each operation s or group s
contribution thereto, and the amounts so allocated shall then
be distributed to the Patrons of such operations or groups on
a patronage basis employing for this purpose as a measure of
patronage either dollar value or units, as the Board of
Directors may reasonably determine to be appropriate in each
case.  In each fiscal year in which Patronage Earnings are so
allocated, Gold Kist shall provide to its Patrons, within the
time permitted by applicable law, notice in such form and
content as shall from time to time be required by law in
connection therewith.

  Section 6.  Patronage Dividend Certificates.  Patronage
Dividends distributed pursuant to Subsection 2(b) may be
distributed as the Board of Directors shall determine in the
form of certificates payable on demand or having fixed
maturity dates, or revolving fund certificates.  Such
certificates may contain such other terms and conditions not
inconsistent herewith as may be prescribed from time to time
by the Board of Directors of Gold Kist.  Revolving fund
certificates shall be issued in annual series, each
certificate in each series upon its face being identified by
the year in which it is issued; and each series shall be
redeemed at the stated dollar amounts fully or on a pro rata
basis, only at the discretion of the Board of Directors of
Gold Kist, in the order of issuance by years (including all
such certificates as may have been issued irrespective of the
purpose or consideration for which issued) as funds are
available for that purpose.  Patronage Dividend certificates
shall bear such rates of interest and only such rates of
interest as the Board of Directors of Gold Kist in its sole
discretion may from time to time prescribe without any
obligation on the part of the Board of Directors of Gold Kist
to pay interest on such certificates.  A record of all holders
of Patronage Dividend certificates shall be kept and
maintained by Gold Kist.  Such certificates shall be
transferable only on the books of Gold Kist after the approval
of a majority of the Directors of Gold Kist present at the
meeting at which the transfer of such certificates is
considered and no transfer of certificates shall be binding
upon Gold Kist unless so transferred.

  Section 7.  Allocated Reserves.  (a) Patronage Dividends
distributed pursuant to Subsection 2(b) may be made in the
form of allocated reserves with respect to which a share of
common stock of the corporation shall be issued and/or a
written notice of allocated reserves shall be given to
Patrons.  Each share of common stock shall represent $1 of
allocated reserves.  Each such written notice of allocated
reserves shall inform the Patron of the dollar amount
allocated to him.  Such written notices of allocated reserves
may be redeemed at their stated dollar amount in the same
manner as provided in Section 6 of this Article XVII with
respect to revolving fund certificates.

  (b)  From and after April 25, 1985, the marketing and/or
purchasing agreement with each member with an allocated
reserve shall be amended, by virtue of this subsection (b), to
include the agreement to purchase a share of common stock of
Gold Kist by payment of $1 of such member s allocated reserve
to Gold Kist.  On such date, the books and records of Gold
Kist shall be amended to reflect that $1 of allocated reserve
of such member has been used as payment for a share of common
stock, and appropriate entries shall be made in the Gold Kist
stock books or records to reflect the issuance of a share of
common stock in the name of such member.  If such member is an
active member of Gold Kist, Gold Kist shall deliver a Common
Stock Certificate to such member together with a notice that
his earlier prior written notice of allocated reserve has been
reduced by $1.  If such member is an inactive member of Gold
Kist, Gold Kist shall not be required to deliver a Common
Stock Certificate to such member until the member shall become
active, or shall request delivery of a Common Stock
Certificate by written notice to Gold Kist, at which time Gold
Kist shall deliver a Common Stock Certificate to the member,
together with a notice that his earliest prior written notice
of allocation has been reduced by $1.

  (c)  From and after April 25, 1985, appropriate entries
shall be made in the Gold Kist stock books or records to
reflect the issuance of a share of common stock in the name of
each member with no allocated reserve as of such date, and in
the name of each new member following such date, and each such
member s marketing and/or purchasing agreement, by virtue of
this Section 7(c), shall be amended to the extent necessary to
include therein the promise to purchase and to pay for such
share of common stock.  Such promise shall be satisfied by
allocation of such member s first $1 of allocated reserve
thereafter received as a distribution of Patronage Earnings. 
A Common Stock Certificate shall be held by Gold Kist as
security for such promise to pay until payment is made as
provided above, but such retention of securities shall not
affect the member s right to vote.

  (d)  The share of common stock issued to each member with
an allocated reserve shall at all times represent $1 of the
earliest allocated reserve outstanding of such member at any
time, and the books and records of Gold Kist shall be
appropriately amended from time to time to reflect the above. 
Each such member with an allocated reserve as of April 25,
1985, is hereby notified that as of such date the books and
records of Gold Kist have been amended to reflect that his
earliest prior  written notice of allocation has been reduced
by $1, and pursuant to this notice, such written notice of
allocation is hereby reduced by $1, and the same $1 shall be
represented by the share of common stock issued in the name of
such member.  Upon each subsequent amendment of the books and
records of Gold Kist, the member shall receive a written
notice of the restoration or reduction of prior written
notices of allocated reserves represented by the member s share
of common stock.

  (e)  The repurchase of a share of common stock as provided
in these By-Laws shall be accomplished by the amendment of the
books and records of Gold Kist to restore the $1 of allocated
reserve represented by the common stock.  Furthermore, Gold
Kist shall send a notice of repurchase to such member stating
that the member s earliest prior written notice of allocation
has been restored to its full value and requesting that the
member tender his Common Stock Certificate to Gold Kist within
60 days of the date of such notice.  In the event that such
member does not tender the Common Stock Certificate to Gold
Kist within 60 days of such notice, the Common Stock
Certificate shall be deemed to have been repurchased and
cancelled, and the share of common stock represented by such
certificate shall no longer be outstanding.

  Section 8.  Nonqualified Notices.  Patronage Dividends
distributed pursuant to Subsection 2(a) may be made in the
form of Nonqualified Notices.  Each Nonqualified Notice shall
inform the Patron of the dollar amount allocated to him and
the fact that it is designated as and is a nonqualified
written notice of allocation (as the same is defined for
purposes of Subchapter T of the Internal Revenue Code of 1954,
as amended from time to time, or any successor provisions
thereto).  Nonqualified Notices shall be issued in annual
series with each such notice being identified on its face by
the year in which it is issued. 
Nonqualified Notices may be redeemed at their stated dollar
amount in the same manner as provided in Section 6 of this
Article XVII with respect to revolving fund certificates.

  Section 9.  Individual Redemptions.  Notwithstanding the
provisions regarding priority of payment with respect to the
oldest outstanding revolving fund certificates, written
notices of allocated reserves, Nonqualified Notices or
deferred patronage refunds, the Board of Directors may
authorize redemption, in individual cases, of such
certificates and notices, and distribution of such refunds,
and may further authorize redemption, in individual cases, of
demand or maturity Patronage Dividend certificates at any
time.

  Section 10.  Subordination of Patronage Dividends.  Unless
Gold Kist  has been declared insolvent, the Board of
Directors, in its sole discretion, shall determine the
allocation of available funds and the priority of redemption,
retirement or  payment of any of the forms of Patronage
Dividends described in Sections 6, 7 and 8 of this Article
XVII.  In the event Gold Kist has been declared insolvent,
Patronage Dividends shall be redeemed, retired or paid in
accordance with the priority provisions contained in Article
XIX hereof.

  Section 11.  Additional Patronage Distributions.  At any
time and from time to time the Board of Directors shall be
authorized to distribute assets of Gold Kist to holders, at
the time of such distribution, of Patronage Dividend
certificates, written notices of allocated reserves and
Nonqualified Notices, each such distribution to be based on
the respective such holdings of each distributee.  The Board
of Directors shall be further authorized to distribute assets
of Gold Kist, at any time when no such holders exist, to the
members of the Association at that time on the basis of such
members  respective patronage throughout the current year (to
the date specified in the declaration of the distribution) and
the immediately preceding five fiscal years.

  Section 12.  Losses.  In the event of a loss to Gold Kist
from any cause whatsoever, there shall be no obligation on the
part of any Patron or Patrons or member or members of Gold
Kist to contribute property to, or to forfeit an interest in
or claim against Gold Kist in respect thereof, nor shall any
Patron or member be liable for any debt of Gold Kist, except
to the extent otherwise provided by separate agreements of
individual Patrons or members.

  Section 13.  De Minimus Redemptions.  Notwithstanding the
order of redemption for Patronage Dividends as set forth in
Sections 6, 7, and 8 of this Article XVII, for Patrons with
small aggregate amounts of Patronage Dividends (as determined
by the Board of Directors, but not exceeding $100.00 per
Patron), the Board of Directors may cause the entire aggregate
amounts of such Patrons  Patronage Dividends to be redeemed
even though other Patronage Dividends for earlier years might
not be redeemed.

                          Article XVIII
                              Stock

  Section 1.  Certificates.  Every holder of stock in Gold
Kist shall be entitled to have issued a certificate certifying
the number of shares owned by such holder in Gold Kist.  Each
certificate shall be signed by or in the name of Gold Kist by
the President or Chief Executive Officer or a Vice President
and the Secretary or an Assistant Secretary of Gold Kist and
may be sealed with the seal of Gold Kist or a facsimile
thereof.  Signatures of such officers upon any preferred stock
certificate may be facsimile if the certificate is
countersigned by a transfer agent or registered by a registrar
other than Gold Kist or an employee of Gold Kist.  Signatures
of such officers upon a common stock certificate may be
facsimile, with no requirement of countersignature by a
transfer agent or registration by a registrar.  In case any
officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by Gold
Kist with the same effect as if such person were such officer,
transfer agent or registrar at the date of issue.

  Section 2.  Lost, Destroyed or Stolen Stock Certificates;
Issuance of New Certificates.  Gold Kist may issue a new
certificate of stock in the place of any certificate
theretofore issued by it, alleged to have been lost, destroyed
or stolen, and Gold Kist may require the owner of the lost,
destroyed or stolen certificate, or such owner s legal
representative, to give Gold Kist a bond sufficient to
indemnify it against any claim that may have been made against
it on account of the alleged loss, destruction or theft of any
certificate or the issuance of such new certificate.

                           Article XIX
                           DISSOLUTION

  Upon the dissolution, liquidation or winding up of Gold
Kist in any manner, all debts (including non-maturity
preferred certificates of interest) other than those evidenced
by Patronage Dividend certificates shall first be paid in
full.  Thereafter all issued and outstanding shares of
preferred stock shall be redeemed by payment of the amount per
share specified in the Articles of Incorporation of Gold Kist,
along with any dividends thereon accrued or in arrears. 
Thereafter all outstanding Patronage Dividend certificates
payable on demand or having a fixed maturity date shall be
redeemed at their stated dollar amounts in full or on a
pro-rata basis without priority.  Thereafter all outstanding
revolving fund certificates shall be redeemed at their stated
dollar amounts in full or on a pro-rata basis without
priority.  Thereafter all outstanding written notices of
allocated reserves, including allocated reserves represented
by shares of common stock, shall be redeemed at their stated
dollar amounts in like manner.  Thereafter all outstanding
Nonqualified Notices shall be redeemed at their stated dollar
amounts.  Any amounts remaining after such payments shall be
distributed in the manner provided in Section 11 of Article
XVII.

  In the event that Gold Kist by resolution duly adopted by
its Board of Directors shall at any time determine to transfer
the property and assets of Gold Kist to a successor
association and shall designate such association as such
successor, the transfer of said property and assets by this
Association to such successor shall not be considered a
dissolution or liquidation within the meaning of this Article. 
Such successor association may be formed or exist under state
or federal laws, provided only that it shall be in substance a
farmers  cooperative marketing or purchasing association, and
such designation thereof as successor association may take
place through the formation of another association for the
express purpose of succeeding to the property and assets of
this association, or through the recognition of another
existing association as successor association, or through
merger, consolidation, or any corporate reorganization.  In
any event, however, the property rights and interests of the
members of Gold Kist and/or their voting powers and rights
shall be recognized and preserved in some equitable manner in
such successor association.

                           Article XX
                         INDEMNIFICATION

  Each person who is or was a director or officer of Gold
Kist, and each person who at Gold Kist s request while serving
as a director or officer of Gold Kist, is serving or has
served as an officer, director or trustee of another
corporation, partnership, joint venture, trust, or other
enterprise (hereinafter referred to individually as the
"Indemnitee")  shall be indemnified by Gold Kist to the full
extent permitted for a director under  Sections 14-3-850
through 14-3-855 of the Georgia Nonprofit Corporation Code, 
as amended from time to time, against expenses (including
attorneys  fees), judgments, fines, amounts paid in settlement,
and other liabilities actually and reasonably incurred by him
in connection with any threatened, pending or completed
action, suit, or proceeding (whether based on facts and
circumstances now existing or hereafter arising) in which the
Indemnitee may be involved by reason of his being or having
been a director or officer of Gold Kist or a director, officer
or trustee of such other enterprise.  Such indemnification
shall be made in accordance with the laws of the State of
Georgia and subject to the conditions prescribed therein,
including without limitation, any condition that the
Indemnitee have met applicable standards of conduct.  In
addition to and separate from the indemnification described
above, Gold Kist, at the discretion of the disinterested
directors, may indemnify an officer or director against
amounts paid in settlement of any threatened or pending
action, suit or proceeding by or in the right of Gold Kist to
secure a judgment in its favor, subject to the same conditions
under which expenses associated therewith could be
indemnified.  In keeping with and not in limitation of the
foregoing, the attorneys of Gold Kist who are officers of the
company shall be indemnified by Gold Kist against any expenses
and other liabilities incurred by them in connection with
their rendering of legal opinions or providing other services
as counsel to Gold Kist or its subsidiaries or affiliated
companies.  Gold Kist may purchase and maintain insurance on
behalf of any Indemnitee against any liability asserted
against him whether or not Gold Kist would have the power to
indemnify the Indemnitee against such liability under the laws
of the State of Georgia.  If  any expenses or other amounts
are paid by way of indemnification, other than by court order,
by membership action or by insurance carrier, Gold Kist shall
provide notice of such payment to the members in accordance
with the provisions of the laws of the State of Georgia.  In
the event that any of the provisions of this Article
(including any provision within a single section, subsection,
paragraph, sentence or clause) is held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable,
the remaining provisions of this Article are severable and
shall remain enforceable to the fullest extent permitted by
law.

                           Article XXI
                           AMENDMENTS

  A majority vote of a quorum of the members attending a
meeting of which notice shall have been given, shall be
sufficient to adopt or amend the By-Laws of Gold Kist.