EXHIBIT B-4(i)(9)

          THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
                 PRUCO LIFE INSURANCE COMPANY
                 c/o Prudential Capital Group
                One Gateway Center, 11th Floor
                   Newark, New Jersey  07102

                                   June 7, 1999


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  (the "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;

           (ii)  those  certain Note Agreements  dated  as  of
     November  4,  1988 (the "1988 Agreements"),  between  the
     Company  and Prudential, and the Company and  Pruco  Life
     Insurance Company ("Pruco"), as previously amended; and

           (iii)     that certain Note Agreement dated  as  of
     June  3,  1991,  between the Company and  Prudential,  as
     previously  amended.   All  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, Prudential and Pruco hereby agree that  each  of
the Note Agreements shall be amended as follows:

     1.1.  Paragraph 5A(1).  Paragraph 5A(1) of  each  of  the
     Note  Agreements  is hereby amended by (i)  deleting  the
     word  "and"  at  the end of subparagraph (vi),  and  (ii)
     deleting  subparagraph (vii) and replacing  it  with  the
     following:

                "(vii)    immediately upon the effective  date
          of   any  amendment  or  modification  of  the  Bank
          Agreement, any such amendment or modification; and

                (viii)     with  reasonable  promptness,  such
          other  financial  data as a Significant  Holder  may
          reasonably."

     1.2.  Paragraph  6D.  Paragraph 6D of each  of  the  Note
     Agreements   is  hereby  amended  by  (i)  deleting   the
     reference   in  subparagraph  (q)  to  "$4,000,000"   and
     substituting  "$6,000,000" therefor,  (ii)  deleting  the
     word "and" at the end of subparagraph (t), (iii) deleting
     the  period at the end of subparagraph (u) and  replacing
     it   with   ";  and,"  and  (iv)  adding  the   following
     subparagraph at the end of paragraph 6D:

          "(v)      the purchase of the SSC Securities."

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

                    "6I. Hedging Contracts.  The Company shall
          not,  and shall not permit any Subsidiary to,  enter
          into  any  Hedging Contract except:  (a)  bona  fide
          hedging  transactions in commodities that  represent
          production inputs or products to be marketed, or  in
          commodities   needed   in   operations    to    meet
          manufacturing or market demands, provided  that  (i)
          long positions and/or options sold on corn and wheat
          shall in no event cover more than six months of  the
          Company's   anticipated   requirements   for    feed
          ingredients, (ii) long positions and/or options sold
          on  soybean meal shall in no event cover  more  than
          six months of the Company's anticipated requirements
          for  feed ingredients, (iii) short positions on corn
          shall not exceed 2,000,000 bushels, and shall at all
          times  relate  to  corn  owned  or  contracted   for
          purchase,  and  (iv) all short positions  on  cotton
          owned  or  expected to be purchased by  the  Company
          must  be  reasonably related to  the  expected  sale
          dates  of  such  cotton and to the amounts  of  such
          cotton expected to be sold; and (b) foreign exchange
          contracts,  currency swap agreements, interest  rate
          exchange  agreements, interest rate cap  agreements,
          interest  rate collar agreements, and other  similar
          agreements  and  arrangements which  are  reasonably
          related to existing indebtedness or to monies to  be
          received or paid in foreign currencies."

     1.4.  Paragraph 6K.  Paragraph 6K 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  in  1998  exceeding
          $84,000,000,  and for any rolling  period  of  eight
          consecutive  fiscal  quarters  thereafter  exceeding
          $90,000,000."

     1.5. Paragraph 10 of each of the Note Agreements shall be
     amended as follows:

     (a)  The definition of "Funded Debt" is hereby amended by
     (i)  deleting the word "and" at the end of item  (e)  and
     (ii)  deleting  item  (e)  and  replacing  it  with   the
     following:

                    "(e) obligations outstanding under the 364-
          Day Loans and under any other credit facility with a
          maturity  of less than one year, to the extent  that
          such obligations exceed eighty percent (80%) of  the
          Borrower's inventory balance as of the date of  such
          calculation; and

                    (f)  Letter of Credit Obligations"; and

         (b)  Adding the following definitions:

                      "'Letter   of  Credit'  shall   mean   a
          commercial stand-by letter of credit issued pursuant
          to   the  Bank  Agreement  in  the  face  amount  of
          $100,000,000.";

                     "`Letter  of  Credit  Obligations'  shall
          mean,  at  any particular time, the sum of  (a)  any
          reimbursement obligations with respect to the Letter
          of Credit at such time and (b) the aggregate maximum
          amount  available for drawing under  the  Letter  of
          Credit at such time."; and

                     "'SSC  Securities' means the  $40,000,000
          Series  B Cumulative Redeemable Preferred Stock  and
          the  $60,000,000 Series B Capital Securities  issued
          by  Southern  States Cooperative or Southern  States
          Capital  Trust, respectively, and purchased  by  the
          Company  pursuant to the Commitment  Letter  between
          the Company and Southern States Cooperative dated as
          of October 13, 1998."

2.   The amendments set forth herein shall become effective as
of the date hereof upon the full execution and delivery to the
Purchasers 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, Pruco and  the  Company,  with
respect to the 1988 Agreements and Prudential and the Company,
with respect to all of the other Note Agreements.

                                   Very truly yours,


                                   THE PRUDENTIAL INSURANCE
                                   COMPANY OF AMERICA


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


                                   PRUCO LIFE INSURANCE
                                   COMPANY


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

Agreed and accepted
this 22 day of June, 1999

GOLD KIST, INC

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

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