EXHIBIT B-4(i)(7)

                        FIRST AMENDMENT
                              TO
           NOTE PURCHASE AND PRIVATE SHELF AGREEMENT


THIS  FIRST AMENDMENT (the "First Amendment") TO NOTE PURCHASE
AND  PRIVATE SHELF AGREEMENT (the "Agreement") is entered into
as  of this 5th day of September, 1997, by and among GOLD KIST
INC.,  a  cooperative  marketing  association  organized   and
existing  under  the  laws  of  the  State  of  Georgia   (the
"Company"),  and THE PRUDENTIAL INSURANCE COMPANY  OF  AMERICA
("Prudential")  and PRUDENTIAL affiliates  which  are  or  may
become  bound by the Agreement (together with PRUDENTIAL,  the
"Purchasers").

                     W I T N E S S E T H:

WHEREAS, the Company and the Purchasers have entered into that
certain Agreement, dated as of February 11, 1997, (as amended,
restated  or  otherwise  modified  to  the  date  hereof,  the
"Agreement";  capitalized  terms  which  are  defined  in  the
Agreement and not otherwise defined shall be used herein  with
the meanings ascribed to such terms in the Agreement); and

WHEREAS,   the Company and the Purchasers desire to amend  the
Agreement  in the manner set forth below to allow the  Company
to purchase the outstanding equity interests of Golden Poultry
Company, Inc. ("Golden Poultry") not now owned by it;

NOW,  THEREFORE,  for  and  in  consideration  of  the  mutual
premises, covenants and conditions contained herein, and other
good  and  valuable consideration, the receipt and sufficiency
of  which are hereby acknowledged, the parties hereto agree as
follows:

                              1.

Section 6B, Section 6C, Section 6D(xii) and Section 6F of  the
Credit  Agreement  are  hereby  amended  by  replacing   those
subsections in their entirety with the following text:

     6.   NEGATIVE COVENANTS.  During the Issuance Period and so
        long thereafter any Note or other amount due hereunder is
        outstanding and unpaid, the Company covenants as follows:

                            *  *  *

     6B.   Limitation  on  Restricted Payments.   The  Company
covenants that it will not (i) pay or declare any dividend  or
make  any other distribution on or on account of any class  of
its stock or other equity or make cash distributions of equity
(including  cash  patronage refunds), or  (ii)  make  interest
payments  on equity, or redeem, purchase or otherwise acquire,
directly  or  indirectly, any shares of  its  stock  or  other
equity,  or  (iii)  redeem,  purchase  or  otherwise  acquire,
directly or indirectly, any Subordinated Debt, including,  but
not  limited  to,  its  Subordinated Capital  Certificates  of
Interest,   Subordinated  Loan  Certificates  and   Cumulative
Preferred   Certificates   of   Interest   (except    required
redemptions  as provided in the indentures pursuant  to  which
such  Subordinated  Debt  was  issued),  or  make  any  loans,
advances  or  investments in Golden  Poultry   other  than  as
permitted  under clauses (xii) and (xvii) of paragraph  6D  of
this  Agreement or permit any Restricted Subsidiary to do  any
of  the  above  (all  of  the foregoing  being  herein  called
"Restricted Payments") except out of Consolidated Net Earnings
Available  for Restricted Payments; provided that the  Company
shall not make any Restricted Payments upon the occurrence and
during  the continuance of a Default or Event of Default.   So
long  as there is no Default or Event of Default occurring  or
continuing,  there shall not be included in the definition  of
Restricted  Payments:   (x) dividends paid,  or  distributions
made, in stock of the Company or (y) exchanges of stock of one
or more classes of the Company, except to the extent that cash
or  other  value  is  involved in  such  exchange.   The  term
"equity"  as  used  in  this paragraph 6B  shall  include  the
Company's common stock, preferred stock, if any, other  equity
certificates, and notified equity accounts of patrons.

     6C.   Liens.  The Company covenants that it will not, nor
will it permit any Restricted Subsidiary to, create, assume or
suffer  to  exist any Lien upon any of its property or  assets
whether now owned or hereafter acquired, except:

        (i)     Liens existing prior to the date of this Agreement, as
     set forth on schedule 6C attached hereto;

        (ii)         Liens for taxes not yet due, and Liens for taxes
     or Liens imposed by ERISA which are being contest in good
     faith by appropriate proceedings and with respect to which
     adequate reserves are being maintained.

        (iii)        statutory Liens of landlords and Liens of
     carriers, warehousemen, mechanics, materialmen and other Liens
     imposed by law created in the ordinary course of business for
     amounts not yet due or which are being contested in good faith
     by appropriate proceedings and with respect to which adequate
     reserves are being maintained;

        (iv)         Liens incurred or deposits made in the ordinary
     course of business in connection with workers' compensation,
     unemployment insurance and other types of social security, or
     to secure the performance of tenders, statutory obligations,
     surety and appeal bonds, bids, leases, government contracts,
     performance  and return-of-money bonds and other  similar
     obligations (exclusive of obligations for the payment  of
     borrowed money);

        (v)     Any Liens that constitute margin accounts set-off
     arrangements  made in connection with bona  fide  hedging
     transactions, as defined in accordance with GAAP, in commodity
     futures entered into in the ordinary course of business and
     not for speculative purposes; and

        (vi)   Liens securing purchase money debt provided the
     aggregate of such debt so secured does not exceed fifteen
     percent (15%) of Consolidated Net Worth.

        (vii) Liens encumbering securities of Archer-Daniels-
     Midland Company, a Delaware corporation, owned by
     Company.

      6D.   Restrictions on Loans, Advances,  Investments  and
Contingent  Liabilities.  The Company covenants that  it  will
not, nor will it permit any Restricted Subsidiary to, make  or
permit to remain outstanding any loan or advance to, or extend
credit  other  than credit extended in the  normal  course  of
business  to  any  Person which is not  an  Affiliate  of  the
Company,  or  guarantee,  endorse or otherwise  be  or  become
contingently  liable,  directly or indirectly,  in  connection
with  the obligations, stock or dividends of, or own, purchase
or  acquire  any stock, obligations or securities of,  or  any
other  interest in, or make any capital contribution  to,  any
Person, except that the Company or any Subsidiary may:

                            *  *  *

        (xii)       purchase and hold all the outstanding capital
     stock of Golden Poultry, it being agreed that the purchase
     price of the capital stock of Golden Poultry not owned by
     Company as the date hereof will not exceed $56,000,000.00.

      6F.    Merger and Sale of Assets.  The Company covenants
that it will not, nor will it permit any Restricted Subsidiary
to,  enter  into  any  transaction of  merger,  consolidation,
pooling  of  interests,  joint  venture,  syndicate  or  other
combination with any other Person except for Golden Peanut and
Young  Pecan or sell, lease, transfer, contribute as  capital,
or  otherwise  dispose  of all or a substantial  part  of  the
consolidated  assets  of the Company and all  Subsidiaries  or
assets  which  shall  have contributed a substantial  part  of
Consolidated  Net Earnings for any of the three  fiscal  years
than  most recently ended, in any single transaction or series
of related transactions, to any Person, except that:

        (i)     any Subsidiary may merge with the Company, provided
     that  the  Company shall be the continuing  or  surviving
     corporation,  or  with any one or more  other  Restricted
     Subsidiaries;

        (ii)        any Subsidiary may sell, lease or otherwise
     dispose  of  any of its assets to the Company or  another
     Restricted Subsidiary;

        (iii)       the Company or any Restricted Subsidiary may enter
     into any transaction of pooling of interests, joint venture,
     syndicate or other combination with any other Person so long
     as  the  aggregate investment of the Company  and/or  its
     Restricted Subsidiaries does not exceed $5,000,000; and

        (iv)        any subsidiary may sell or otherwise dispose of
     all  or  substantially all of its assets subject  to  the
     conditions specified in paragraph 6E with respect to a sale of
     the stock of such Subsidiary.

        (v)any Subsidiary may merge with Golden Poultry; and

        (vi)        Company may sell securities of Archer-Daniels-
     Midland Company, a Delaware corporation, owned by it.

                              2.

      Use of Proceeds/Regulation G, Etc.  The proceeds of  the
Series  A Notes will be used (i)  to fund capital expenditures
and  working  capital needs, (ii) to acquire  the  portion  of
equity  interests of Golden Poultry not now owned by  Company,
and  (iii)  for general working capital purposes.  Neither  of
the  Company nor any agent acting on its behalf has  taken  or
will  take any action which might cause this Agreement or  the
Notes  to  violate Regulation G, T, U or X or (to  their  best
knowledge)  any other regulation of the Board of Governors  of
the  Federal  Reserve  System, or to  violate  the  Securities
Exchange  Act of 1934, as amended, in each case as  in  effect
now or as the same may hereafter be in effect.

                              3.

      The  Agreement, as amended by the First Amendment, shall
remain  in full force and effect in accordance with the  terms
thereof in effect prior to this First Amendment to the  extent
nor inconsistent with this First Amendment.  The Agreement, as
amended  by  the  First  Amendment, is hereby  reaffirmed  and
restated  on  the date hereof; furthermore, nothing  contained
herein  shall  be  construed as a waiver  or  modification  of
existing rights or obligations under the Agreement.  From  and
after  the date hereof, references to the Agreement  shall  be
deemed  to  be references to the Agreement as amended  to  the
date hereof by the First Amendment.

                              4.

       Company  represents  and  warrants  that  all  of   the
representations and warranties set forth in Section 8  of  the
Agreement  are  true  and  correct on  the  date  hereof.   No
"Default" or "Event of Default" has occurred and is continuing
as  of the date hereof, and no "Default" or "Event of Default"
will  occur  as  a  result of the acquisition  of  the  equity
interests of Golden Poultry.

                              5.

     This First Amendment shall be binding on, and shall inure
to  the  benefit  of, the parties hereto and their  respective
successors and assigns.

                              6.

      This First Amendment shall be governed by, and construed
in accordance with, the laws of the State of New York.

                              7.

     This First Amendment constitutes the entire understanding
of  the parties with respect to the subject matter hereof, and
any other prior or contemporaneous agreements, whether written
or oral, with respect thereto are expressly superseded hereby.

                              8.

      This  First Amendment may be executed in any  number  of
counterparts and by the different parties hereto  on  separate
counterparts, each of which when executed and delivered  shall
be an original, but all of which shall together constitute one
and the same instrument.

     IN  WITNESS  WHEREOF, the parties have caused this  First
Amendment  to be executed as of the day and year  first  above
written.

THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA                 GOLD KIST INC.

By: /s/ Robert R. Derrick          By:  /s/ Stephen O. West
      Vice President                    Stephen O. West
                                        Treasurer
[12750]