EXHIBIT B-4(i)(11)

                                                EXECUTION COPY



                 AMENDMENT OF  NOTE AGREEMENTS



     This Amendment, entered into as of March 23, 2000, by and
between  GOLD  KIST, INC. (the "Company") and  THE  PRUDENTIAL
INSURANCE COMPANY OF AMERICA ("Noteholder").

     WHEREAS,  the parties hereto have executed and  delivered
that  certain Note Purchase and Private Shelf Agreement  dated
as  of February 11, 1997 (as previously amended and as it  may
be  further amended, modified or supplemented, the "1997  Note
Agreement");

     WHEREAS,  the  parties  hereto  have  also  executed  and
delivered that certain Note Agreement dated as of June 3, 1991
(as  previously  amended  and as it may  be  further  amended,
modified  or  supplemented,  the "1991  Note  Agreement",  and
together with the 1997 Note Agreement the "Note Agreements");

     WHEREAS,  the  Company has requested  a  modification  of
certain covenants under the Note Agreements;

     WHEREAS,  Noteholder  is  willing  to  enter  into   this
Amendment subject to the satisfaction of conditions and  terms
set forth herein;

     WHEREAS,  capitalized terms used herein and not otherwise
defined  shall  have  the  meanings  set  forth  in  the  Note
Agreements; and

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

1.   Amendments to Paragraph 6A of the Note Agreements.

1.1.  Paragraph 6A(b).  Paragraph 6A(b) of each of the Note
     Agreements is hereby amended in its entirety to read as
     follows:

          "(b) Minimum Consolidated Tangible Net Worth.  The
     Company's Consolidated Tangible Net Worth (less any
     amount shown as "unrealized gain on marketable equity
     securities" on the Company's financial statements
     delivered pursuant to paragraph 5A) will at no time be
     less than $240,000,000 plus the sum of (X) 50% of the
     cumulative Reported Net Income of the Company and its
     Consolidated Subsidiaries during the period commencing on
     January 1, 2000 (taken as one accounting period),
     calculated quarterly at the end of each Fiscal Quarter,
     and (Y) 100% of the cumulative Net Proceeds of Capital
     Stock received (excluding unrealized gains, if any, on
     publicly traded equity securities) during any period
     after the Closing Date, but excluding from such
     calculations of Reported Net Income for purposes of this
     clause any Fiscal Quarter in which the Reported Net
     Income of the Company and its Consolidated Subsidiaries
     is negative."

1.2  Paragraph 6A(c).  Paragraph 6A(c) of each of the Note
     Agreements is hereby amended in its entirety to read as
     follows:

          "(c) Current Ratio.  The Company shall not permit
     the ratio of Consolidated Current Assets to Consolidated
     Current Liabilities to be less than 1.10 to 1.0,
     calculated on a quarterly basis."

1.3  Paragraph 6A(d).  Paragraph 6A(d) of each of the Note
     Agreements is hereby amended in its entirety to read as
     follows:

          "(d) Fixed Charge Coverage.  The Company shall not
     permit the ratio of (i) EBIT plus Consolidated Lease
     Expense, in each case for the period of eight fiscal
     quarters of the Company most recently ended at such time,
     to (ii) Consolidated Interest Expense plus Consolidated
     Lease Expense for such period to be less than 1.75 to
     1.00."

1.4  Paragraph 6A(e).  Paragraph 6A(e) of each of the Note
     Agreements is hereby amended in its entirety  to read as
     follows:

          "(e) Senior Debt Coverage.  The Company shall not
     permit the ratio of (a) Consolidated Senior Funded Debt
     to (b) 50% of the sum of EBITDA for the fiscal quarter
     then ending and the preceding seven fiscal quarters, to
     be greater than 3.0 to 1.0, calculated on a quarterly
     basis."

2.   Conditions of Effectiveness.  This Amendment shall become
     effective when, and only when:

         a)    the  Noteholder shall have received  executed
originals of this Amendment;

         b)    the  Noteholder  shall  have  received  a  duly
executed  amendment,  satisfactory to the  Noteholder  in  all
respects, to the Bank Agreement; and

         c)    the Noteholder shall have received such other
documents, instruments, approvals or opinions as it may
reasonably request.

3.   Miscellaneous.

3.1  Reference to and Effect on the Note Agreement.

(a)  Upon the effectiveness of this Amendment, on and after
the date hereof each reference in the Note Agreement to "this
Agreement", "hereunder", "hereof" or words of like import
referring to the Note Agreement, and each reference in any
other document to "the Note Agreement", "thereunder",
"thereof" or words of like import referring to the Note
Agreement, shall mean and be a reference to the Note
Agreement, as amended hereby.


(b)  Except as specifically amended above, the Note Agreement
and the Notes, and all other related documents, are and shall
continue to be in full force and effect and are hereby in all
respects ratified and confirmed.


(c)  The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any
holder of a Note under the Note Agreement or the Notes, nor
constitute a waiver of any provision of any of the foregoing.

     3.2.  Costs and Expenses. The Company agrees  to  pay  on
demand  all  costs  and expenses, if any  (including,  without
limitation, reasonable counsel fees and expenses of  counsel),
incurred  by  any  holder  of a Note in  connection  with  the
enforcement  (whether through negotiations, legal  proceedings
or   otherwise)   of   this  Amendment,   including,   without
limitation, counsel fees and expenses in connection  with  the
enforcement of rights under this Amendment.

     3.3.  Execution in Counterparts.  This Amendment  may  be
executed  in  any  number  of counterparts  and  by  different
parties hereto in separate counterparts, each of which when so
executed  and delivered shall be deemed to be an original  and
all  of which taken together shall constitute but one and  the
same instrument.

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

     3.5.  No Default or Claims.  To induce the Noteholder  to
enter into this Amendment, the Company hereby acknowledges and
agrees that, as of the date hereof, and after giving effect to
the  terms hereof, (i) no Default or Event of Default  exists,
(ii)  no  right  of offset, recoupment, defense, counterclaim,
claim or objection exists in favor of the Company arising  out
of or with respect to any of the Notes or other obligations of
the  Company  owed  to  any holder of a Note,  and  (iii)  the
Noteholder  has  acted  in good faith and  has  conducted  its
relationships  with  the Company in a commercially  reasonable
manner  in  connection  with the negotiations,  execution  and
delivery  of this Amendment and in all respects in  connection
with  the  Note  Agreement,  the Company  hereby  waiving  and
releasing any such claims to the contrary that may exist as of
the date of this Amendment.

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


                              GOLDKIST, INC.


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


                              THE PRUDENTIAL INSURANCE
                                  COMPANY OF AMERICA


                              By:/s/ Billy B. Greer
                              Name: Billy B. Greer
                              Title:   Vice President

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