EXHIBIT B-4(i)(10)

          THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
                 PRUCO LIFE INSURANCE COMPANY
                 c/o Prudential Capital Group
            1114 Avenue of the Americas, 30th Floor
                      New York, NY  10036


                                   January 21, 2000


GOLD KIST INC.
244 Perimeter Center Parkway, N.E.
Atlanta, Georgia  30346
Attention:  Mr. Steven O. West,
           Treasurer

Ladies and Gentlemen:

     Reference is made to each of the following agreements:

           (i)   that certain Note Purchase and Private  Shelf
     Agreement  dated  as of February 11,  1997  between  Gold
     Kist,  Inc. (the "Company") and The Prudential  Insurance
     Company of America ("Prudential"), as previously amended;
     and

          (ii) that certain Note Agreement dated as of June 3,
     1991,  between the Company and Prudential, as  previously
     amended.    Both   of  the  foregoing  agreements   being
     hereinafter  referred  to  collectively  as   the   "Note
     Agreements".  Pursuant to paragraph 11C of  each  of  the
     Note Agreements:

1.   Amendments.

     Pursuant to paragraph 11C of each of the Note Agreements,
the  Company and Prudential hereby agree that each of the Note
Agreements shall be amended as follows:

     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 (i) at  no  time
     prior to June 30, 1998 be less than $225,000,000, (ii) at
     no  time  after June 30, 1998 and prior to September  30,
     1999 be less than $225,000,000 plus the sum of (X) 75% of
     the cumulative Reported Net Income of the Company and its
     Consolidated Subsidiaries during the period commencing on
     July 1, 1998 (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
     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 and (iii) thereafter, at no time
     be  less than $255,000,000 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(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  four  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 the ratio
     set  forth  opposite the relevant fiscal quarter  in  the
     following table:

               Fiscal Quarter                Ratio

               June 30, 1999 through
                 September 30, 1999          1.50

               December 31, 1999             1.45

               March 31, 2000                1.35

     In  addition,  commencing with the fiscal quarter  ending
     June 30, 2000, 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.

1.3  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)  EBITDA, for each fiscal quarter set forth below,
     calculated  for  the fiscal quarter then ending  and  the
     preceding three fiscal quarter, to be less than the ratio
     set  forth  opposite the relevant fiscal quarter  in  the
     following table:

               Fiscal Quarter                Ratio

               September 30, 1998 through
                 March 31, 1999              3.00

               June 30, 1999 through
                 September 31, 1999          2.75

               December 31, 1999 through
                  June 30, 2000              3.50

               September 30, 2000 and
                  Thereafter                 3.00

          For purposes of computing the ratio as of the end of
     the fiscal     quarter ending on September 30, 1998,
     EBITDA for such quarter and for the preceding two
     quarters shall be increased by $3,400,000.

1.4. Paragraph  6D.   Paragraph  6D  of  each  of   the   Note
     Agreements   is  hereby  amended  by  (i)  deleting   the
     reference   in  subparagraph  (q)  to  "$6,000,000"   and
     substituting  "$8,000,000" therefor,  (ii)  deleting  the
     word "and" at the end of subparagraph (u), (iii) deleting
     the  period at the end of subparagraph (v) and  replacing
     it   with   ";  and,"  and  (iii)  adding  the  following
     subparagraph at the end of paragraph 6D:

                "(w)      money market funds which invest only
     in  investments  described in  clauses  (c)  through  (h)
     above;  any  such  money market funds which  provide  for
     demand  withdrawals being conclusively deemed to  satisfy
     any   maturity  requirement  for  investments  set  forth
     herein; and


1.5. Paragraph  6K.   Paragraph  6K  of  each  of   the   Note
     Agreements is hereby amended in its entirety to  read  as
     follows:

                     "6K.  Capital Expenditures.  The  Company
          and  its  Subsidiaries shall not, on a  consolidated
          basis,   directly   or  indirectly,   make   Capital
          Expenditures in the aggregate (i) in its fiscal year
          ending June 30, 1998, exceeding $84,000,000, (ii) in
          its  fiscal  year  ending June 30,  1999,  exceeding
          $45,000,000  less the amount (if any) by  which  the
          Company's  fiscal  year  1998  Capital  Expenditures
          exceeded  $70,000,000,  (iii)  in  its  fiscal  year
          ending  June 30, 2000,  exceeding $75,000,000,  (iv)
          in  its  fiscal year ending June 30, 2001, exceeding
          $45,000,000 plus the amount (if any) by   which  the
          Company's fiscal year 2000 Capital Expenditures were
          less than $75,000,000, (v) in its fiscal year ending
          June 30, 2002, exceeding $45,000,000 plus the amount
          (if  any)  by which the Company's fiscal  year  2001
          Capital  Expenditures  were  less  than  the  amount
          permitted  under (iv) above, and (vi) in any  fiscal
          year   thereafter,  exceeding $45,000,000  plus  the
          amount,  (if any) , up to $15,000,000 by  which  the
          Company's  Capital  Expenditures  for  the  previous
          fiscal  year  were  less than the  amount  permitted
          hereunder.

2.   The amendments set forth herein shall become effective as
     of December 24, 1999 upon the full execution and delivery
     to the Prudential of this letter by the Company.

3.   This  amendment shall not be deemed to amend,  modify  or
     waive  any  other  provision of the Note  Agreements  and
     shall  not serve as an amendment, modification or  waiver
     of any other terms and conditions of the Note Agreements.
     All  of  the  terms and conditions of the Note Agreements
     shall  remain in full force and effect, except as and  to
     the extent amended above.

If  the  foregoing  accurately sets forth  our  understanding,
please  sign each copy of this letter enclosed and return  one
to  Prudential,  whereupon  this letter  shall  be  a  binding
agreement between Prudential, and the Company, with respect to
the Note Agreements.

                                   Very truly yours,


                                   THE PRUDENTIAL INSURANCE
                                   COMPANY OF AMERICA


                                   By:/s/ Robert R. Derrick
                                   Name: Robert R. Derrick
                                   Title:  Vice President



Agreed and accepted
this 28 day of January , 2000

GOLD KIST, INC

By: /s/ Stephen O. West
Name: Stephen O. West
Title:  Chief Financial Officer and Treasurer



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