EXHIBIT B-10(i)(4)


                      THIRD AMENDMENT TO
                        CREDIT AGREEMENT


     This Third Amendment to Credit Agreement (this
"Amendment"), dated as of December 3, 1998, is made and
entered into by and among GOLD KIST INC., a cooperative
marketing association organized and existing under the laws of
the State of Georgia (the "Borrower"), various banks and other
lending institutions as are, or may from time to time become,
parties hereto (collectively, the "Lenders" and individually,
a "Lender"), and COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH
("Rabobank") as Agent for the Lenders.

                      W I T N E S S E T H:

     WHEREAS, the parties hereto are parties to that certain
Credit Agreement, dated as of August 4, 1998, as amended by
First Amendment dated September 30, 1998, and as amended by
Second Amendment dated October 13, 1998 (the "Credit
Agreement"); and

     WHEREAS, the Borrower has requested that the Lenders (i)
increase the amount of indebtedness of S.G.Williams Company,
LLC that may be guaranteed by the Borrower, and (ii)  extend
the period within which the Borrower may obtain certain
required appraisals;

     NOW, THEREFORE, in consideration of the premises and for
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:

     Section 1.  Amendments.   The terms of the Credit
Agreement are hereby amended as follows:

     (a)  Definitions.  The defined term "Appraisal Date" is
deleted in its entirety and the following is substituted
therefor:

          "Appraisal Date" shall mean January 25, 1999."

     (b)  Section 7.4(q).  Section 7.4(q) of the Credit
Agreement is deleted in its entirety and the following is
substituted therefor:

          "(q)    guarantee or otherwise be or become liable
for obligations of S.G Williams Company, LLC, not to exceed an
aggregate amount of $6,000,000;".


     Section 2.  Conditions Precedent.  This Third Amendment
and the obligations of the Lenders evidenced hereunder shall
not be effective until the Administrative Agent shall have
received a Certificate executed by the Chief Executive Officer
or Chief Financial Officer of the Borrower stating that, to
the best of his knowledge and based upon an examination
sufficient to enable him to make an informed statement, (i)
all of the representations and warranties made or deemed to be
made under the Credit Agreement are materially true and
correct as of the date of this Third Amendment to Credit
Agreement, and (ii) no Default or Event of Default exists.


     Section 3.  Reference to and Effect on the Credit
Agreement and the Other Loan Documents.

     (a)  On and after the date hereof, each reference in the
Credit Agreement to "this Agreement," "hereunder," "hereof,"
"herein" or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to
the "Credit Agreement," "thereunder," "thereof" or words of
like import referring to the Credit Agreement shall mean and
be a reference to the Credit Agreement as amended hereby.

     (b)  Except as specifically amended by this Amendment,
the Credit Agreement and the other Loan Documents shall remain
in full force and effect and are hereby ratified and
confirmed.

     (c)  The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein,
constitute a waiver of any provision of, or operate as a
waiver of any right, power or remedy of the Administrative
Agent or any Lender under the Credit Agreement or any of the
other Loan Documents.

     Section 4.  Miscellaneous.

     (a)  Section and Subsection Headings.   Section and
Subsection headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part
of this Amendment for any other purpose or be given any
substantive effect.

     (b)  Governing Law.   This Amendment and the rights and
obligations of the parties hereunder shall be governed by, and
shall be construed and enforced in accordance with, the laws
of the State of Georgia.

     (c)  Counterparts; Effectiveness.  This Amendment may be
executed in any number of counterparts and by different
parties hereto and separate counterparts, each of which when
so executed and delivered shall be deemed an original, but all
such counterparts taken together shall constitute but one and
the same instrument; signature pages may be detached from
multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically
attached to the same document.  This Amendment shall become
effective upon the execution of a counterpart hereof by the
Borrower and the Required Lenders and receipt by the Borrower
and the Administrative Agent of written or telephonic
notification of such execution and authorization or delivery
thereof.

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

                         GOLD KIST INC.


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


                                 [CORPORATE SEAL]

                         COOPERATIEVE CENTRALE    RAIFFEISEN-
                         BOERENLEENBANK B.A., "Rabobank
                         Nederland", NEW YORK BRANCH,
                         individually and as Agent


                         By: /s/ W. Pieter C. Kodde
                         Name: W. Pieter C. Kodde
                         Title: Vice President

                         By: /s/ M. Christina Debler
                         Name: M. Christina Debler
                         Title: Vice President


                         SUNTRUST BANK, N.A.


                         By: /s/ Michel A. Odermatt
                         Name: Michel A. Odermatt
                         Title: Vice President

                         By: /s/ F. Steven Parrish
                         Name: F. Steven Parrish
                         Title: Vice President

                         WACHOVIA BANK, N.A.


                         By: /s/ John T. Seeds
                         Name: John T. Seeds
                         Title: Senior Vice President


                         COBANK, ACB


                         By: /s/ David W. Berry
                         Name: David W. Berry
                         Title: Assistant Vice President

                         HARRIS TRUST AND SAVINGS BANK


                         By: /s/ Greg Hennenfent
                         Name: Greg Hennenfent
                         Title: Vice President


                         U.S. BANCORP AG CREDIT, INC.


                         By: /s/ Dwayne Sharp
                         Name: Dwayne Sharp
                         Title: Vice President



                         DG BANK DEUTSCHE
                         GENOSSENCHAFTSBANK AG,
                         CAYMAN ISLANDS BRANCH


                         By: /s/ Kurt A. Morris
                         Name: Kurt A. Morris
                         Title: Vice President

                         By: /s/ Bobby Ryan Oliver, Jr.
                         Name: Bobby Ryan Oliver, Jr.
                         Title: Vice President


11563/Securities/Exhibit/3rd Amendment Credit Agmt