SECURITIES AND EXCHANGE COMMISSION
                       Washington, D. C.


                           FORM 10-K

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934

     For the fiscal year ended July 1, 2000
                              Commission File No. 2-59958

                        GOLD KIST INC.

    (Exact name of registrant as specified in its charter)

     Georgia                            58-0255560

(State or other jurisdiction            (I.R.S. Employer
of incorporation or organization)       Identification No.)

              244 Perimeter Center Parkway, N. E.
                    Atlanta, Georgia 30346

      (Address of principal executive offices) (Zip Code)

      Registrant's  telephone  number,  including  area  code:
(770) 393-5000

Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None

           Indicate  by check mark whether the registrant  (1)
has  filed all reports required to be filed by Section  13  or
15(d)  of  the  Securities Exchange Act  of  l934  during  the
preceding  12  months  (or for such shorter  period  that  the
registrant  was required to file such reports),  and  (2)  has
been subject to such filing requirements for the past 90 days.
YES X .  NO   .

          Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained to the best of Registrant's
knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [X].

              DOCUMENTS INCORPORATED BY REFERENCE
                        Not Applicable.



                       TABLE OF CONTENTS

     Item                                         Page


 1.  Business (and Properties)                    1

 2.  Properties                                   7

 3.  Legal Proceedings                            7

 4.  Submission of Matters to a Vote of
     Security Holders                             8

 5.  Market for Registrant's Common
     Equity and Related Stockholder Matters       8

 6.  Selected Financial Data                      9

 7.  Management's Discussion and
     Analysis of Financial Condition
     and Results of Operations                    10

 7A. Quantitative and Qualitative
     Disclosure about Market Risk                 16

 8.  Financial Statements and
     Supplementary Data                           17

 9.  Changes in and Disagreements
     with Accountants on Accounting
     and Financial Disclosure                     36

10.  Directors and Executive Officers
     of the Registrant                            36

11.  Executive Compensation                       39

12.  Security Ownership of Certain
     Beneficial Owners and Management             43

13.  Certain Relationships and Related
     Transactions                                 43

14.  Exhibits, Financial Statement
     Schedules, and Reports on Form 8-K           46



                             - i -


                        GOLD KIST INC.

     ANNUAL REPORT FOR THE FISCAL YEAR ENDED JULY 1, 2000

     This Report contains statements which to the extent  they
are   not  recitations  of  historical  fact,  may  constitute
"forward  looking statements" within the meaning of applicable
federal  securities  law.  All forward looking  statements  in
this  Report  are  intended to be subject to the  safe  harbor
protection  provided  by  the  Private  Securities  Litigation
Reform  Act of 1995 and Section 21E of the Securities Exchange
Act  of  1934, as amended.  For a discussion identifying  some
important  factors  that could cause actual  results  to  vary
materially  from  those  anticipated in  the  forward  looking
statements  made  by the Company, see Item  7  -  Management's
Discussion and Analysis of Financial Condition and Results  of
Operations.

                            PART I

Item 1.  Business (and Properties).

     Gold  Kist Inc. ("Gold Kist" or the "Association") is  an
agricultural membership cooperative association, headquartered
in  Atlanta,  Georgia.   It was incorporated  without  capital
stock  in  1936  under the Georgia Cooperative Marketing  Act.
The  name  of the Association was changed in 1970 from  Cotton
Producers  Association to Gold Kist Inc.  In April  1985,  the
Articles of Incorporation and By-Laws of the Association  were
amended to provide for a class of common stock and a class  of
preferred  stock  as  authorized by  the  Georgia  Cooperative
Marketing  Act.   Each member is issued one  share  of  common
stock  only,  as evidence of membership and the right  to  one
vote  as  long  as the member maintains status  as  an  active
member.   Only  members may hold the common  stock,  which  is
nontransferable and receives no dividends.

     The  membership  of Gold Kist consists  of  approximately
25,000  active farmer members located principally in  Alabama,
Florida,  Georgia,  Mississippi,  North  Carolina  and   South
Carolina.   In  addition, other cooperative  associations  are
members of Gold Kist.  Any person engaged in the production of
farm commodities and any firm or corporation whose members  or
stockholders  are  persons  so  engaged  and  any  cooperative
association organized under the cooperative marketing laws  of
any  state,  which  enters into a marketing and/or  purchasing
agreement with the Association, is eligible for membership.

     Gold  Kist offers cooperative marketing services  to  its
member  patrons.  Farm commodities, principally  poultry,  are
marketed  by  Gold  Kist  on behalf  of  members.   Under  the
standard  Membership,  Marketing, and/or Purchasing  Agreement
which is entered into between each member and Gold Kist,  Gold
Kist undertakes to market for the member agricultural products
delivered  which  are of a type marketed by  Gold  Kist.   The
Association also does business with non-members and engages in
non-cooperative    activities   through    subsidiaries    and
partnerships.   AgraTrade  Financing,  Inc.,  a   wholly-owned
subsidiary  of Gold Kist, provides financing to members  doing
business with Gold Kist and its subsidiaries and partnerships.
Financing is extended for poultry housing construction.

     Prior to October 1998, Gold Kist's business was conducted
in  two  industry  segments.   The  Poultry  segment  conducts
broiler  production operations, providing both  marketing  and
purchasing services to its cooperative patrons.  Until October
1998,  the  Agri-Services  segment purchased  or  manufactured
feed,  seed,  fertilizers, pesticides, animal health  products
and  other farm supply items for sale at wholesale and retail.
Additionally,  that  segment served as a contract  procurement
agent  for,  and storer of, farm commodities such as  soybeans
and  grain  and was engaged in the purchase, sale,  processing
and  storage of cotton.  Essentially all of the assets of  the
AgriServices  segment  were  sold,  pursuant   to,   and   the
operations  of that segment terminated after, the  transaction
with  Southern  States  Cooperative,  Incorporated  ("Southern
States")  hereinafter described.  Gold Kist also continues  to
conduct  pork production and aquaculture research  operations,
is  a  member  in  a  major  peanut processing  and  marketing
business  and  a partner in a pecan processing  and  marketing
business,  and  participates as a member of limited  liability
companies which are engaged in the production and sale of hogs
and of fertilizer ingredients.

     In  October 1998, Gold Kist consummated an Asset Purchase
Agreement  (the "Agreement"), dated as of July 23, 1998,  with
Southern  States, pursuant to which the Association  sold  and
assigned,  and  Southern  States purchased  and  assumed,  the
assets  and  certain of the obligations of  the  Association's
agricultural  inputs business.  The affected  assets  included
substantially   all   of  the  assets  of  the   Association's
AgriServices  segment (including the retail  stores  division,
the  fertilizer and chemicals division, and the pet  food  and
animal  products  division), as well  as  certain  crop  notes
receivable  of  AgraTrade Financing, Inc.   The  Association's
poultry,   pork,   aquaculture,  seed  marketing   and   other
operations   and   businesses  were  not  affected   by   this
transaction.   Upon the consummation of this transaction,  the
Association was no longer engaged in the business operated  by
the  affected  segment.  See Note 11 of Notes to  Consolidated
Financial Statements.

     In  addition,  in  September 1998, the  Association  sold
certain assets of its cotton marketing business.  As a  result
of  that  transaction, and the conveyance  of  certain  cotton
ginning and storage facilities operated by the Association  to
Southern States pursuant to the Agreement described above, the
Association terminated its cotton operations (other  than  the
Moultrie,  Georgia cotton warehouse activities) in  the  first
quarter of fiscal 1999.

                            POULTRY
Broilers

     Gold  Kist's  cooperative broiler operation is  organized
into  broiler divisions, each encompassing one or more of Gold
Kist's  decentralized  broiler  complexes.   Each  Gold   Kist
decentralized  broiler  complex  operates  within  a  separate
geographical  area  and  includes  within  that  area  broiler
flocks, pullet and breeder (hatching egg) flocks, one or  more
hatcheries,  a  feed  mill, poultry  processing  plant(s)  and
management,   and  accounting  office(s),  and  transportation
facilities.   The complexes operated by Gold  Kist  in  fiscal
2000  are  headquartered in Boaz, Cullman,  and  Russellville,
Alabama;  Athens,  Douglas, Ellijay and  Carrollton,  Georgia;
Live Oak, Florida; Sanford and Siler City, North Carolina; and
Sumter,  South Carolina.  The broiler growers for each complex
are  members  of Gold Kist.  The facilities and operations  of
each  complex  are designed to furnish the growers  flocks  of
chicks, feed and medicines, and to provide processing services
for the broilers grown.

     The  principal products marketed by Gold Kist  are  whole
chickens,  cut-up  chickens,  segregated  chicken  parts   and
further   processed  products  packaged  in   various   forms,
including  fresh  bulk ice pack, chill pack and  frozen.   Ice
pack  chicken is packaged in ice or dry ice and sold primarily
to  distributors, grocery stores and fast food chains.   Chill
pack  chicken is packaged for retail sale and kept chilled  by
mechanical refrigeration from the packing plant to  the  store
counter.   Frozen  chicken  is marketed  primarily  to  school
systems,  the military services, fast food chains and  in  the
export  market.   Further  processed products,  which  include
preformed  breaded  chicken nuggets and patties  and  deboned,
skinless  and  marinated products are sold primarily  to  fast
food and grocery store chains.  Chill pack chicken is sold  in
certain  localities under the Gold Kist Farmsr  and  Young  'n
Tenderr labels; however, some is sold under customers' private
labels.  Most of the frozen chicken carries the Gold Kistr  or
Early  Birdr label.  Cornish game hens are marketed in  frozen
form primarily to hotels, restaurants and grocery stores under
the  Gold  Kist Farms, Young 'n Tender and Medallionr  labels.
Medallion,  Big Valuer, Gold Kist Farms, Young 'n  Tender  and
Early Bird are registered trademarks of Gold Kist Inc.

     Broiler  products were marketed in fiscal  2000  directly
from  the  Company's corporate headquarters in  Atlanta.   The
plants  at Athens, Carrollton, Boaz, and Live Oak have special
distribution   facilities,  and  there  are   seven   separate
distribution  facilities located in Florida, Tennessee,  North
Carolina,  Ohio and Kentucky.  Cornish game hens are processed
at  facilities  in Trussville, Alabama and marketed  from  the
Atlanta headquarters.

     Gold Kist is one of the largest poultry processors in the
United  States.   It competes with other large processors  and
with  smaller  companies.  Competition is  based  upon  price,
quality  and  service.   While Management  believes  that  the
pricing and quality of its products are competitive with other
processors,  it  believes  that Gold  Kist's  service  to  its
customers is a principal factor that has established Gold Kist
as  one of the largest United States poultry processors.  Gold
Kist's  ability to deliver broilers and other poultry products
produced to order is an important service to customers.

     The  poultry  industry,  just  as  many  other  commodity
industries,  has  historically  been  cyclical.    Prices   of
perishable  commodities, such as broilers, react  directly  to
changes  in  supply  and  demand.  Furthermore,  broilers  are
typically  a  high volume, low margin product  so  that  small
increases  in costs, such as feed ingredient costs,  or  small
decreases  in price, can produce losses.  As an integral  part
of its feed ingredient purchasing strategy, Gold Kist attempts
to  limit  the  effects  and  risk  of  fluctuations  in  feed
ingredient costs (i.e., corn and soybean meal) through varying
amounts  of commodity trading transactions in the agricultural
commodity  futures  and  options  market.   Commodity  trading
transactions,  which  are  a common  industry  practice,  have
inherent  risk,  such that changes in the commodities  futures
and  options  prices as a result of favorable  or  unfavorable
changes  in the weather, crop conditions or government  policy
may  have an adverse effect on Gold Kist's net feed ingredient
cost  as compared to the cost in cash markets.  Likewise, Gold
Kist could benefit from reduced net feed ingredient cost as  a
result  of  these  changes as compared to  cost  in  the  cash
market.  Results of hedging and commodity options transactions
are  reflected as an adjustment to feed ingredient cost in the
Association's consolidated financial statements.  See Item  7A
-  Quantitative and Qualitative Disclosure About Market  Risks
and Note l (c) of Notes to Consolidated Financial Statements.

     The  poultry industry has also traditionally been subject
to  seasonality in demand and pricing.  Generally,  the  price
and demand for poultry products peaks during the summer months
and  declines  to  lower levels during the  winter  months  of
November,  December, January and February.  Gold Kist  broiler
prices and sales volume follow the general seasonality of  the
industry.

     The  following table shows the amount and  percentage  of
Gold  Kist's  net  sales  volume  from  continuing  operations
contributed by sales of broiler products for each of the years
indicated.   See  Notes  1  and 11 of  Notes  to  Consolidated
Financial Statements.
<TABLE>
<CAPTION>
                         Fiscal Year Ended (000's Omitted)

                        June 27,        June 26,       July 1,
                        1998            1999           2000
<S>                     <C>             <C>            <C>
Broiler Products
Volume            $1,630,437      $1,746,946       $1,679,719
Percentage (%)          98.7            98.9           98.4
</TABLE>
                     PORK AND AQUACULTURE

     Gold  Kist currently markets hogs raised by producers  in
Alabama,  Georgia, and Mississippi.  Feeder pigs are furnished
to  members  who  raise them to produce  hogs  for  marketing.
Feeder  pigs  are  either  raised by  Gold  Kist  members  and
marketed  through Gold Kist to the market hog growers,  raised
for  Gold  Kist  by  non-member  independent  contractors   or
purchased  by  Gold Kist in the marketplace.  The  Association
also  has  a  joint venture arrangement with another  regional
cooperative association in the form of a limited liability hog
sales  and production company.  Gold Kist raises and  provides
young pigs for the venture.

     Live  market  hogs  are marketed  by  Gold  Kist  in  the
Southeastern  United States to processors of   pork  products,
primarily on a competitive bid basis in the states of Alabama,
Georgia  and Mississippi.  Management believes that  customers
are  favorably  impressed by the quality of  its  market  hogs
which  is  principally  due  to superior  breeding  stock  and
management  grow-out techniques employed by Gold  Kist.   Gold
Kist  competes with other major national producers and smaller
individual  producers, primarily on a regional  basis  in  the
Southeastern United States.

     Gold Kist entered into agreements for the disposition  of
its  pork assets and its interest in the joint venture limited
liability  sales and production company.  If those  agreements
are  successfully  consummated, Gold Kist will  terminate  its
participation  in  the pork industry.  Under  the  agreements,
Gold  Kist will dispose of its assets at their carrying values
and  will  assign  production contracts with  growers  to  the
purchaser of the assets conveyed.

     Gold Kist also conducts aquaculture research operations
at its aquaculture research facilities in Indianola,
Mississippi.  Research has been focused on the development of
superior breeding lines for catfish production.  Sales of
proprietary lines of improved catfish breeding stock are made
to catfish producers primarily in Mississippi and Alabama.

                        SEED MARKETING

     AgraTech Seeds is operated as a division of Gold Kist and
conducts  a  seed business, which consists of the development,
contract   production,  processing  and  sale   primarily   of
proprietary  seed varieties.  AgraTech Seeds licenses  certain
seed  dealers, including Golden Peanut Company,  to  sell  its
proprietary   peanut  varieties  "GK  7",  "GK  7   Hi-Oleic",
"AgraTech 108", "AgraTech 120" and  "ViruGard"T, and  receives
a  royalty  on licensed sales.  AgraTech Seeds contracts  with
farmers  for  the  production of  seed.   Careful  control  is
required  to  maintain the purity of varieties.   Quality  and
name recognition play a large role in competition for sales of
seed.   Proprietary soybean, sorghum and peanut seed varieties
are marketed under the trademark AgraTechr.

                            PECANS

     Gold  Kist is a partner in Young Pecan Company,  a  pecan
processing  and marketing business headquartered in  Florence,
South  Carolina, in which the Association holds a  25%  equity
interest and a 35% earnings (loss) allocation.  See Note 9  of
Notes to Consolidated Financial Statements.

                          LUKER INC.

     Luker  Inc.,  a  steel  fabrication  company  located  in
Augusta, Georgia, and a wholly-owned subsidiary of Gold  Kist,
manufactures  steel  equipment  such  as  poultry   processing
equipment, storage bins, elevators and conveyor systems.


                  GOLDEN PEANUT COMPANY, LLC

     Gold Kist, Archer Daniels Midland Company, Cargill, Inc.,
and  Alimenta  Holdings,  Inc. are members  in  Golden  Peanut
Company,  a  limited  liability company formed  to  operate  a
peanut  procuring, processing, and marketing  business.   Gold
Kist  has  a 25% membership interest and participates  in  all
allocations  in accordance with the organizational  agreement.
See Note 10(b) of Notes to Consolidated Financial Statements.

     Golden  Peanut  Company procures, processes  and  markets
peanuts  and  peanut by-products in each of the  three  peanut
producing  areas of the United States and operates  processing
and  other  facilities in Argentina for  the  procurement  and
processing  of  peanuts.  Golden Peanut  Company  is  a  major
processor of edible peanuts and is active in both domestic and
international  markets.   The  principal  peanut  product   is
shelled  edible peanuts.  Shelled edible peanuts are  marketed
domestically  primarily  to manufacturers  of  peanut  butter,
candy  and  salted  nuts and are sold in  the  export  market.
Golden  Peanut Company also processes peanuts for sale in  the
shell or for processing by others into oil and meal.



                         EXPORT SALES

     Gold Kist owns no physical facilities overseas and has no
overseas  employees.   Product sales managers  maintain  sales
networks  overseas  through contacts with independent  dealers
and customers.  During the fiscal year ended July 1, 2000, the
approximate export sales volume of poultry was $48.8  million.
During  that period, export sales were mainly to customers  in
Russia,  Eastern  Europe, the Far East, South Africa,  Central
and South America and the Caribbean.

      Export   sales   involve   an  additional   element   of
transportation  and  credit risk to the  shipper  beyond  that
normally encountered in domestic sales.

     Gold  Kist faces competition for export sales  from  both
domestic and foreign suppliers.  In export poultry sales, Gold
Kist   faces  competition  from  other  major  United   States
producers  as  well  as  companies in  France,  Thailand,  and
Brazil.   Tariff  and  non-tariff barriers  to  United  States
poultry  established by the European Economic Community  (EEC)
since  1962 have virtually excluded Gold Kist and other United
States  poultry exporters from the EEC market.   In  addition,
EEC  exporters  are  aided  in price competition  with  United
States  exporters in certain markets by subsidies  from  their
governments.

     Gold Kist and a group of other North American and foreign
farm  cooperatives  and  agribusiness  firms,  acting  through
companies  formed  for  this purpose, own  50%  of  a  trading
company  engaged in international merchandising of grains  and
other  agricultural  commodities.  Gold  Kist  is  a  minority
shareholder  and deals with the trading company  on  an  arm's
length basis.



                          PROPERTIES

     Gold  Kist corporate headquarters building, completed  in
1975  and  containing  approximately 260,000  square  feet  of
office  space,  is located on fifteen acres  of  land  at  244
Perimeter Center Parkway, N. E., Atlanta, Georgia.   The  land
and  building  are  owned by a partnership of  Gold  Kist  and
Cotton  States  Mutual Insurance Company in which  partnership
Gold   Kist  owns  54%  of  the  equity.   Gold  Kist   leases
approximately  120,000 square feet of the  building  from  the
partnership.

Poultry

     The  poultry  processing plants  operated  as  Gold  Kist
facilities  in  fiscal 2000 are located at Boaz, Russellville,
Trussville and Guntersville, Alabama; Athens, Douglas, Ellijay
and  Carrollton,  Georgia; Live Oak,  Florida;  Sumter,  South
Carolina;  and Sanford and Siler City, North Carolina.   These
plants  have  an  aggregate  weekly  processing  capacity   of
approximately 14.4 million broilers and 400,000  cornish  game
hens.   The  plants  are  supported by hatcheries  located  at
Albertville,    Crossville,    Cullman,    Curry,    Ranburne,
Russellville,  and  Scottsboro, Alabama; and  Blaine,  Bowdon,
Calhoun,  Commerce, Carrollton, Douglas, and  Talmo,  Georgia;
Live Oak, Florida; Siler City and Staley, North Carolina;  and
Sumter,  South Carolina.  These hatcheries have  an  aggregate
weekly  capacity  (assuming 85% hatch) of  approximately  15.3
million chicks.  Additionally, Gold Kist operates twelve  feed
mills  to  support its poultry operations; the mills  have  an
aggregate  annual capacity of approximately 4.7  million  tons
and  are  located in Guntersville, Pride, and Jasper, Alabama;
Ambrose,  Calhoun, Cartersville, Commerce, and Waco,  Georgia;
Live  Oak,  Florida; Sumter, South Carolina;  and  Bonlee  and
Staley, North Carolina.

    The Association operated six separate distribution centers
in  fiscal  2000  in  its  sales and distribution  of  poultry
products:   Tampa,  Pompano  Beach,  and  Crestview,  Florida;
Nashville,  Tennessee; Mt. Sterling, Kentucky; and Cincinnati,
Ohio.

    Gold Kist currently operates four pork production centers.
These  production facilities include a gilt production  center
in  Stephens,  Georgia; two gilt and pork  production  centers
located  at  Kingston, Georgia; and a boar and pork production
center headquartered in Stephens, Georgia.

     The Association holds all of the facilities in fee except
for  the  corporate headquarters building (lease expires  June
30,  2004); poultry distribution facilities at Tampa,  Florida
(lease  expires  May  14, 2005) and Nashville  (lease  expires
December 31, 2000) Tennessee; and Crossville, Alabama, poultry
hatchery facility (lease expires February 23, 2088).

             ENVIRONMENTAL AND REGULATORY MATTERS

     Processing plants such as those operated by Gold Kist are
potential  sources  of emissions into the atmosphere  and,  in
some  cases,  of effluent emissions into streams  and  rivers.
Presently,  management does not know of any  material  capital
expenditures for environmental control facilities that will be
necessary for the remainder of the current fiscal year and the
next fiscal year in order to comply with current statutes  and
regulations.    On  January  29,  1992,  the   United   States
Environmental  Protection Agency ("EPA") sent  General  Notice
Letters  designating Gold Kist and several other companies  as
potentially   responsible  parties   ("PRP's")   for   alleged
environmental  contamination  at  an  Albany,   Georgia   site
previously owned by Gold Kist.  Gold Kist has responded to the
General Notice Letter denying liability for the contamination.
Gold  Kist  is  unable to estimate at this time  the  cost  of
compliance,  if  any,  to be required of  Gold  Kist  for  the
location.   Management  believes that the  potential  cost  of
compliance for Gold Kist would not have a material  effect  on
Gold Kist's financial condition or results of operations.

    The Georgia Environmental Protection Division ("GEPD") has
issued  a request for submittal of a Compliance Status  Report
("CSR") for the former Gold Kist chemical blending facility in
Cordele, Georgia.  Gold Kist sold this facility in 1985.   The
site  of  this facility has been listed on Georgia's Hazardous
Sites   Inventory  list  under  the  State's  Hazardous  Sites
Response  Act  due to the presence of pesticide residue  above
regulatory  standards.  Completion of  the  CSR  will  require
assessment  and  delineation of the extent  of  the  pesticide
residue  conditions, which are present both on  and  off-site.
Remediation  may be required in the future to meet  regulatory
clean-up standards.  Since the extent of the conditions at the
site  have not been defined at this time, Gold Kist is  unable
to estimate cost of the compliance to be required of Gold Kist
for  this  location.  Management believes that  the  potential
cost  of  compliance for Gold Kist would not have  a  material
effect  on  Gold  Kist's  financial condition  or  results  of
operations.

     The  regulatory  powers  of  various  federal  and  state
agencies,  including the federal Food and Drug Administration,
apply  throughout the agricultural industry, and many of  Gold
Kist's  products and facilities are subject to the regulations
of such agencies.

                        HUMAN RESOURCES

     Gold  Kist has approximately 18,000 employees during  the
course  of a year.  Gold Kist's processing facilities  operate
year  round  without  significant  seasonal  fluctuations   in
manpower  requirements.   Gold Kist  has  approximately  3,500
employees who are covered by collective bargaining agreements.
Employee    relations   are   considered   to   be   generally
satisfactory.

                       PATRONAGE REFUNDS

     The  By-Laws  of Gold Kist provide that Gold  Kist  shall
operate  on  a  cooperative basis.  After the  close  of  each
fiscal  year,  the net taxable margins of Gold Kist  for  that
year  from business done with or for member patrons (patronage
margins)  are computed and, after deductions for a  reasonable
reserve  for permanent non-allocated equity and after  certain
adjustments,  these  margins are  distributed  to  members  as
patronage  refunds on the basis of their respective  patronage
(business  done with or through the Association)  during  that
year.   Upon  the determination of the total patronage  refund
for  any  fiscal  year,  this amount is  allocated  among  the
several operations of Gold Kist or one or more groups of  such
operations, as determined by the Board of Directors  in  light
of each operation's or group's contribution for the year.

     Patronage refunds are distributed in the form  of  either
qualified  or  nonqualified written notices of allocation  (as
defined  for purposes of Subchapter T of the Internal  Revenue
Code).   If qualified notices are used, at least 20%  of  each
patronage refund is distributed in cash or by qualified  check
(as  defined in the Internal Revenue Code) with the  remainder
distributed  in  patronage dividend  certificates  or  written
notices  of  allocated reserves, or any combination  of  these
forms.   A  distribution to a patron made in  the  form  of  a
qualified notice must be included in his gross income, at  its
stated  dollar  amount,  for the  taxable  year  in  which  he
receives  the  distribution.   If  nonqualified  notices   are
distributed, less than 20% of the refund can be distributed in
cash  or by qualified check and the patron is not required  to
include in gross income the noncash portion of the allocation.
See  Notes  1(g)  and  6  of Notes to  Consolidated  Financial
Statements.

     The  deduction for unallocated reserves and retention  of
allocated  reserves  provide means  whereby  the  current  and
active  members  of  Gold Kist may finance  the  Association's
continuing  operations.  Each fiscal  year,  the  members  are
notified  by Gold Kist of the amounts, if any, by which  their
equity accounts have been credited to reflect their allocated,
but   undistributed,   portion  of  the   patronage   refunds.
Allocated  reserves may be retired and distributed to  members
only  at the discretion of the Board of Directors in the order
of  retention  by years, although the Board may authorize  the
retirement  of  small  aggregate amounts  (not  in  excess  of
$100.00)  of  reserves  or  the  retirement  of  reserves   in
individual  cases without regard to how long  they  have  been
outstanding.   Allocated reserves bear  no  interest  and  are
subordinate  in the event of insolvency of the Association  to
outstanding  patronage  dividend  certificates  and   to   all
indebtedness of Gold Kist.

                        INCOME TAXATION

    As a cooperative association entitled to the provisions of
Subchapter T of the Internal Revenue Code, Gold Kist does  not
pay   tax   on  net  margins  derived  from  member  patronage
transactions which are distributed to the members by check  or
in  the form of qualified written notices of allocation within
8-l/2  months of the close of each fiscal year.  To the extent
that  Gold  Kist distributes nonqualified written  notices  of
allocation,  has income from transactions with  nonmembers  or
has income from non-patronage sources, it will be taxed at the
corporate  rate.   See  Notes  l  (g)  and  7  of   Notes   to
Consolidated Financial Statements.

    Gold Kist has subsidiaries which are not cooperatives, and
all  the  income of these subsidiaries is subject to corporate
income taxes.




Item 2.  Properties.

      The  principal  facilities  used  in  the  Association's
business  are  described in Item 1. Business (and Properties).
Management  believes  that  the facilities  are  adequate  and
suitable  for  their  respective uses  and  the  Association's
current  intended operations.  There are no material liens  or
encumbrances on the properties owned by the Association except
for  mortgages  on the Association's Marshall County,  Alabama
and Sumter County, South Carolina facilities to secure certain
credit facilities with the Association's lenders.  See Note  4
of Notes to Consolidated Financial Statements.

Item 3.  Legal Proceedings.

      The  Association  is  a  party  to  various  legal   and
administrative  proceedings, all of which management  believes
constitute  ordinary  routine  litigation  incident   to   the
business conducted by the Association, or are not material  in
amount.


Item 4.  Submission of Matters to a Vote of Security Holders.

     No  matter was submitted during the fourth quarter of the
fiscal  year  covered by this report to  a  vote  of  security
holders.



                            PART II


Item  5.   Market for Registrant's Common Equity  and  Related
Stockholder Matters.

     There is no market for Gold Kist equity.



Item 6.   Selected Financial Data.


              SELECTED CONSOLIDATED FINANCIAL DATA

     The selected consolidated financial data presented below
under the captions "Consolidated Statement of Operations Data"
for each of the years in the five-year period ended July 1,
2000 and "Consolidated Balance Sheet Data" as of June 29,
1996, June 28, 1997, June 27, 1998, June 26, 1999 and July 1,
2000 are derived from the consolidated financial statements of
Gold Kist Inc. and subsidiaries.  The consolidated financial
statements as of June 26, 1999 and July 1, 2000 and for each
of the years in the three-year period ended July 1, 2000, and
the report thereon of KPMG LLP, which is based partially upon
the report of other auditors, are included elsewhere herein.
The information set forth below should be read in conjunction
with Management's Discussion and Analysis of Consolidated
Results of Operations and Financial Condition and the
aforementioned consolidated financial statements, the related
notes and the audit reports.

<TABLE>
<CAPTION>
                                   For Fiscal Years Ended (000's omitted)
Consolidated Statement of    June 29,  June 28,   June 27,  June 26,   July 1,
Operations Data:               199       1997       1998      1999       2000
<S>                         <C>         <C>       <C>       <C>       <C>
Net sales volume           $1,420,281  1,658,191 1,651,115 1,766,104  1,706,884
Margins (loss) from
continuing operations      $   33,706     10,870    (57,036)  69,361    (26,086)
</TABLE>
<TABLE>
<CAPTION>
                                           As of (000's omitted)
Consolidated Balance Sheet  June 29,   June 28,   June 27,  June 26,   July 1,
Data:                         1996       1997       1998      1999       2000
<S>                         <C>        <C>        <C>      <C>        <C>
Total assets               $  914,161  1,051,813 1,080,655   814,137    881,290
Long-term liabilities      $  224,183    301,190   376,553   275,408    331,837
Patrons' and other equity  $  326,410    346,075   234,006   279,367    239,490
</TABLE>


Item 7.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations.


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF
   CONSOLIDATED RESULTS OF OPERATIONS AND FINANCIAL CONDITION

  The nature of the poultry industry in general is such that
supply and demand market forces exert a significant amount of
influence over the operations of firms engaged in these
businesses.  Prices of commodities react directly to worldwide
supply and demand.  Additionally, demand for poultry and costs
of other agricultural products utilized by Gold Kist are often
influenced by supplies and prices of alternative products.

  Agriculture is generally cyclical in nature.  Commodities
marketed by Gold Kist on behalf of its members are subject to
fluctuations in price, based on supply of the farm commodities
and demand for the raw or processed products.  Commodity
prices are also sensitive to interest rates, with high rates
generally tending to depress market prices, and to worldwide
economic and political factors.

  As with other perishable commodity businesses, the
integrated poultry industry has demonstrated varying levels of
profitability, and to a lesser extent, losses over its thirty-
seven year history.  The following addresses the various
factors that have influenced poultry industry profitability
during the past five years.  During 1996, broiler market
prices increased approximately 10% as compared to 1995 as a
result of hot, dry weather conditions that reduced meat
production in the summer of 1995, as well as lower than
expected industry expansion and increased exports.  Average
market prices for broilers during 1997 remained at relatively
high levels as compared to historical averages.  However,
during the May-June 1997 period, market prices declined below
1996 levels as a result of the increase in industry
production.  Export prices for broiler leg-quarters declined
substantially in 1997 as a result of disruptions in the
Russian markets.  Although market prices for broiler products
strengthened in the fourth quarter of 1998, average market
prices for 1998 were approximately 4.0% lower than in 1997.
Favorable broiler market prices continued during the first
half of fiscal 1999 as a result of industry-wide live
production problems that restricted broiler supplies.  Broiler
prices weakened in the second half of 1999 as a result of a
cessation of the live production problems.  Market prices for
poultry dark meat were weak during 1999 as a result of the
Russian and Asian economic crises that began during the summer
of 1998.  Depressed broiler prices continued through 2000 due
to increased production levels and the large supply of
competing meats (pork and beef).  According to USDA estimates,
the supply of broilers increased at a 4.5% rate in 2000 and
was projected to increase at an approximate 4.6% rate in 2001.
However, recent hatching egg placement data indicates that
industry cutbacks may be taking place which could bring 2001
broiler production more in line with 2000 levels.

  Generally, the cost of feed grains, primarily corn and
soybean meal, represent approximately fifty percent of total
broiler production costs.  Average cash market prices for corn
and soybean meal increased 59% and 30%, respectively, during
1996 as compared to 1995 due to the weather reduced 1995 grain
harvest and strong export demand.  During 1997, average cash
market prices for corn declined 14% as a result of the
favorable 1996 harvest.  However, soybean meal average cash
market prices increased approximately 26% for 1997 as compared
to 1996 as a result of strong demand and lower carryover
stocks.  Average cash market prices for corn and soybean meal
declined 18% and 20%, respectively, during 1998 as a result of
the favorable 1997 harvest and reduced exports of agricultural
commodities.  In 1999, average cash market prices for corn and
soybean meal declined 20% and 34%, respectively, as a result
of favorable U.S. grain production and the decline in world
demand for feed grains.  Feed grain prices generally held
steady or slightly below these levels through 2000.

  Historically, weather has had a significant impact on the
agricultural economy and the operating results of the
Association.  Favorable growing conditions in the summer of
1997 contributed to a slight increase in the 1997 grain
harvest as compared to 1996.  Favorable growing conditions in
the summer of 1998 contributed to the second largest grain
harvest on record in the United States resulting in cash
market prices for feed grains at levels significantly less
than those experienced over the past five years.  A strong
grain harvest in the fall of 1999 continued the trend of
declining feed grain prices.  Although drought conditions have
been experienced in several grain producing areas of the
country, the fall 2000 grain harvest is projected at levels
slightly higher than the prior year.

  Poultry export sales for 1998, 1999 and 2000 were $61.6
million, $40.9 million and $48.8 million, respectively. During
1998 and 1999, export sales declined as a result of lower
market prices for poultry and the economic crises in Southeast
Asia and Russia.  Export markets strengthened during 2000 as
demand from Russia increased due to changes in import tariffs
and improved economic conditions due to the rise in world oil
prices.  Export sales of poultry products will be influenced
by credit availability to foreign countries and political and
economic stability, particularly in Russia, Eastern Europe and
Mexico.

  In May 1998, the Association's Board of Directors adopted a
plan to discontinue operations of the Agri-Services segment.
Accordingly, the operating results of the Agri-Services
segment, including provisions for losses during the phase out
period, have been segregated from continuing operations and
reported separately in the Statements of Operations.  See
Notes 1 and 11 of Notes to Consolidated Financial Statements.
The Association's continuing operations include the
Association's poultry and pork operations.  The discussion and
analysis of results of operations that follows relates solely
to the continuing operations of the Association for each of
the years in the three-year period ended July 1, 2000.

Results of Operations

  Fiscal 1999 Compared to Fiscal 1998

  Net sales volume for 1999 was approximately $1.77 billion,
which represented a 7.0% increase over net sales volume of
$1.65 billion for 1998.  Margins from operations for 1999 were
approximately $69.4 million as compared to a loss from
continuing operations of $57.0 million for 1998.  The overall
increase in net sales volume was the result of a 5.2% increase
in pounds of poultry sold and a 2.0% increase in average
selling prices.  The impact of these factors on net sales
volume was partially offset by lower average selling prices
for live hogs.  Increased domestic poultry market prices for
1999, as compared to 1998, were attributable to a reduction in
industry-wide broiler production.  The  decline in production
was due to problems in the breeder flocks that restricted live
production, as well as hot weather in the summer of 1998 that
reduced growth rates.  In late 1999, the impact of these
factors on poultry market prices lessened as a result of the
weakness in export sales and a cessation of the field
production problems.  During 1999, market prices for dark
chicken meat declined substantially as a result of the Russian
and Asian economic crises that began in late summer of 1998.

  Cost of sales for 1999 declined $94.5 million or 5.7% as
compared to 1998.  The decrease in cost of sales for 1999, as
compared to 1998, was due primarily to lower feed ingredient
costs.  Raw feed ingredient costs for 1999 decreased 22.8% as
compared to 1998.  Corn and soybean meal cash market prices
decreased substantially as a result of the favorable 1998
grain harvest and reduced foreign demand for grains.  The
impact of the decline in feed ingredient costs on cost of
sales was partially offset by the increase in pounds of
poultry produced and marketed.  Cost of sales for 1998
included losses realized on commodities futures and options
transactions of $85.2 million.  As a percent of net sales
volume, cost of sales was 88.8% of net sales volume for 1999
as compared to 100.7% for 1998.

  Distribution, administrative and general expenses of $76.3
million for 1999 increased 14.3% as compared to 1998.  As a
percent of net sales volume, distribution, administrative and
general expenses were 4.3% of net sales volume for 1999 as
compared to 4.0% for 1998.  The increase in the percentage
relationship for 1999 was due primarily to the increase in
incentive compensation expense related to the improvement in
operating results.

  The components included in other income (deductions)
represent a $18.4 million deduction for 1999 as compared to
$14.2 million for 1998.  Interest income was $2.2 million for
1999 as compared to $2.0 million for 1998. Interest expense
for 1999 was $26.0 million as compared to $26.9 million for
1998.  Equity in the earnings of the affiliate represents the
Association's pro rata share of the Golden Peanut Company's
1999 and 1998 earnings in accordance with the membership
agreement.  See Note 10(b) of Notes to Consolidated Financial
Statements.  Miscellaneous, net for 1999 includes a $824
thousand gain representing the Association's equity in the
earnings of a pecan processing and marketing enterprise.  The
Association recorded a $192 thousand loss on this investment
in 1998. Miscellaneous, net for 1999 includes a $2.3 million
gain on the sale of a portion of an investment in a trading
company engaged in international merchandising of grains and
other agricultural commodities.  Miscellaneous, net for 1998
includes $2.0 million of income related to a poultry grower
agreement and net rental income of $2.1 million.

  In 1999 and 1998, the Association's combined federal and
state effective income tax rates for continuing operations
were 33% and (38)%, respectively.  See Note 7 of Notes to
Consolidated Financial Statements.

  Fiscal 2000 Compared to Fiscal 1999

  The Association's accounting cycle resulted in 53 weeks of
operations in the year ended July 1, 2000 as compared to 52
weeks of operations in the year ended June 26, 1999.

  Net sales volume of $1.71 billion for 2000 decreased
approximately 3.4% or $59 million as compared to 1999. The net
sales volume decrease was primarily the result of a 7.5%
decrease in average selling prices, which was partially offset
by a 3.7% increase in pounds of poultry sold.  Management
believes the decline in sales prices is a result of an
industry-wide increase in poultry production coupled with
large supplies of competing meats (pork and beef).

  The Association had a net operating loss of approximately
$21.0 million for 2000 as compared to net operating margins of
$121.9 million for 1999.  Cost of sales increased $77.7
million or 5% as compared to 1999.  The decline in net
operating margins was due primarily to the decrease in broiler
sales prices discussed above and increases in field production
and processing costs.  These increases were partially offset
by lower feed ingredient costs.  Feed ingredient costs
declined 3.3% in 2000 as compared to 1999. Management believes
lower feed ingredient prices reflect the continuation of weak
U.S. grain exports and favorable grain harvests during the
past three years.  The Association's pork division posted an
operating margin of $86 thousand as compared to operating
losses of $6.7 million for 1999.

  The increase in distribution, administrative and general
expenses in 2000 reflected additions to the allowance for
doubtful accounts resulting from a customer bankruptcy, the
additional week of operations in 2000, and the costs
associated with the centralization of the sales and marketing
functions of the poultry operations in July 1999.

  The components included in other deductions totaled $27.2
million in 2000 as compared to $18.4 million in 1999.
Interest and dividend income of $7.6 million in 2000 included
income from the preferred securities purchased from Southern
States in October 1999 of $5.8 million.  Interest expense was
$30.4 million for 2000 as compared to $26.0 million for 1999.  The
increases primarily reflected higher average borrowings
necessary to fund the purchase of Southern States
securities for $98.6 million in October 1999 and the
repurchase of $25.7 million of accounts and crop notes
receivable from Southern States in September 1999.  See Note
11 of Notes to Consolidated Financial Statements.  In
addition, borrowings increased  during 2000 as a result of
cash used to fund operating losses.  Equity in loss of
affiliate of $4.4 million represented the Association's pro
rata share of Golden Peanut Company's loss for 2000.  This
compared to the $188 thousand pro rata share of the
affiliate's earnings for 1999.  Golden Peanut Company's loss
for fiscal 2000 resulted from litigation related expenses and
inventory write-downs.  The Association's pro rata share of
the litigation expense was 40%, as compared to the current 25%
equity interest, which was the ownership percentage at the
time of the events giving rise to the litigation.  See Note
10(b) of Notes to Consolidated Financial Statements.
Miscellaneous, net was income of $33 thousand for 2000 as
compared to $5.3 million for 1999.  Miscellaneous, net for
2000 includes losses of $4.7 million from the Association's
ownership interest in a company engaged in the manufacture and
distribution of fertilizer additives.  An insurance settlement
of $3.9 million, representing the recovery of product theft
losses at the Association's South Carolina poultry complex,
was received in 2000.  Miscellaneous, net also included a $615
thousand gain in 2000 from the Association's ownership
interest in a pecan processing and marketing company as
compared to a $824 thousand gain in 1999.

  For 2000 and 1999, the Association's combined federal and
state effective income tax rates were (46)% and 33%,
respectively.  Income tax expense (benefit) for the periods
presented reflects income taxes at statutory rates adjusted
for available tax credits and deductible patronage payments,
if applicable.  See Note 7 of Notes to Consolidated Financial
Statements.

  In response to the adverse operating conditions experienced
in 2000, the Association has implemented a profit recovery
plan, including cut backs in live broiler production,
reduction in plant operating hours, salary reductions for
senior management and salary freezes for salaried employees.
A curtailment/reduction in certain benefit plans has also been
instituted with increased cost shifting to employees.  Total
savings before income taxes from these changes is anticipated
to approximate $12 million annually with a one time benefit of
$30 million in 2001.  However, if broiler sales prices
deteriorate further or operating costs increase without a
corresponding increase in broiler sales prices, the
Association will have to implement further cost reduction
measures or consider the sale of assets or investments.

                   Financial Condition


Liquidity and Capital Resources

  The Association's liquidity is dependent upon funds from
operations and external sources of financing.  The principal
source of external short-term financing is a secured committed
credit facility.  In August 1998, the Association refinanced
its $440 million secured committed credit facility with a $500
million credit agreement with a commercial bank that included
a secured $125 million 364-day line of credit commitment, a
secured $125 million three-year revolving credit facility and
a $250 million three-year unsecured bridge facility.  Upon the
consummation of the sale of certain assets of the Agri-
Services segment in October 1998, the bridge loan was repaid.
See Notes 1 and 11 of Notes to Consolidated Financial
Statements.  In 1998, the Association obtained a $50 million
term loan from an agricultural credit bank and a $69.9 million
rolling four-month equity swap arrangement with a commercial
bank.  The equity swap was refinanced in 1999 for $58.1
million and was refinanced again in 2000 for $42.9 million.
In December 1999, the Association reduced its $250 million
secured committed credit facility to $200 million and in July
2000 increased the facility to $220 million.  The facility
includes a three-year $120 million revolving credit commitment
and a $100 million 364-day line of credit commitment which
expires on November 6, 2000.  At September 30, 2000, the
Association had unused loan commitments of $22 million.

  As of October 10, 2000, the Association had received $240
million in commitments for Senior Secured Credit Facilities
with a group of financial institutions that will include a
$100 million 364-day revolving line of credit, a $95 million
two year term loan, and a $45 million five year term loan.
The interest rates on the 364-day and two year term facilities
will range from 2.25% to 3% over the London Interbank Offered
Rate (LIBOR), adjusted quarterly based on the Association's
financial condition, while interest on the five year term loan
will be fixed at 4.75% over the Five Year U. S. Treasury Note
at the loan closing date.  These credit facilities are
expected to close on or before November 6, 2000.  The
Association's senior notes, senior secured credit facilities
and term loan with an agricultural bank will be secured by
substantially all of the Association's inventory, receivables,
and property, plant and equipment and subject to similar
covenants and conditions as the prior agreement.  In the event
the aforementioned senior secured credit facilities are not
consummated, Gold Kist's liquidity would be significantly
affected and, as a result, alternative plans would require
implementation.  See Note 4 of Notes to Consolidated Financial
Statements.

  Covenants under the terms of the loan agreements with
lenders include conditions that could limit short-term and
long-term financing available from various external sources.
The terms of debt agreements specify minimum consolidated
tangible net worth, current ratio and coverage ratio
requirements, as well as a limitation on the funded debt to
total capital ratio.  The debt agreements place a limitation
on capital expenditures, equity distributions, cash patronage
refunds, commodity hedging contracts and additional loans,
advances or investments.  At July 1, 2000, the Association was
in compliance with, or had obtained waivers for, all
applicable loan covenants.  See Note 4 of Notes to
Consolidated Financial Statements.

  In October 1998, the Association completed the sale of
assets of the Agri-Services segment to Southern States.
Proceeds of $218.3 million from the sale represented an amount
equal to  $39.9 million  plus 100% of estimated net current
asset value less the remaining obligations under an industrial
development bond, a lease obligation assumed by Southern
States and a $10.0 million hold back deduction provided for in
the asset purchase agreement.  In connection with the sale of
assets transaction, Southern States delivered to the
Association a post-closing statement of net asset value (the
"post-closing valuation") prepared pursuant to the terms of
the purchase agreement. The Association subsequently objected
to Southern States' post-closing valuation principally with
regard to the valuation of accounts and crop notes receivable.
In order to resolve the post-closing valuation, the
Association agreed in September 1999 to repurchase from
Southern States approximately $34.5 million of accounts and
crop notes receivable.  The agreement resulted in a final
settlement payment to Southern States of approximately $21.2
million in September 1999.  In order to complete the
transaction with Southern States, the Association committed to
purchase, subject to certain terms and conditions, from
Southern States up to $100 million principal amount of
preferred securities if Southern States was unable to market
the securities to other purchasers.  In October 1999, the
Company purchased for $98.6 million the $100 million principal
amount of preferred securities as required under the
commitment.  The preferred securities carry an initial
weighted average dividend rate of 7.8%.  Gold Kist is
permitted to sell the preferred securities, which are
classified as investments in the accompanying consolidated
balance sheet, pursuant to applicable securities regulations.
See Note 11 of Notes to Consolidated Financial Statements.

  In 1999, the operating activities of continuing operations
provided $156.2 million in cash as a result of the improvement
in poultry operating margins.  Net cash from investing
activities reflected proceeds of $218.3 million from the sale
of the Agri-Services segment.  Cash flow from investing
activities included $14.2 million from the sale of loans and
disposals of investments.  The proceeds from these activities
were used to repay short-term borrowings and long-term debt,
which included maturing Subordinated Certificates.  In
addition, cash uses included the funding of capital
expenditures of $31.9 million and redemptions of equity.

  In 2000, the operating activities of continuing operations
used $7.8 million in cash as a result of the net operating
loss caused by the depressed poultry market conditions.  Net
cash used in investing activities included the purchase of the
Southern States securities for $98.6 million and the
repurchase of accounts and crop notes receivable from Southern
States for a net amount of $20.5 million.  See Note 11 of
Notes to Consolidated Financial Statements.  In addition, cash
was used to fund capital expenditures of $29.9 million and to
pay patronage refunds and equity redemptions of $5.8 million.
Existing cash balances and increases in short and long term
borrowings were used to fund these activities.

  Working capital and patrons' equity were $23.8 million and
$239.5 million, respectively, at July 1, 2000 as compared to
$100.1 million and $279.4 million, respectively, at June 26,
1999.  The decrease in working capital reflected the increase
in short-term borrowings and current maturities of long term
debt.  The  decline  in patrons' equity reflected the $10.3
million decline in value of a marketable equity security, net
equity redemptions of $3.5 million and the $26.1 million net
loss.

  The Association plans capital expenditures of approximately
$35 million in 2001 that primarily include expenditures for
expansion of further processing capacity and technological
advances in poultry production and processing.  In addition,
planned capital expenditures include other asset improvements
and necessary replacements.  Management intends to finance
planned 2001 capital expenditures and related working capital
needs with existing cash balances, cash expected to be
provided from operations and additional borrowings, as needed.
In 2001, management expects cash expenditures to approximate
$5 million for equity distributions less insurance proceeds.
In connection with the sale of assets of the Agri-Services
segment to Southern States during 1999, Gold Kist
discontinued the sale of Subordinated Certificates.  The
Association believes cash on hand and cash equivalents at July
1, 2000 and cash expected to be provided from operations, in
addition to borrowings available under committed credit
arrangements, will be sufficient to maintain cash flows
adequate for the Association's operational objectives during
2001 and to fund the repayment of outstanding Subordinated
Certificates as they mature.

Year 2000 Disclosure Statement

  The year 2000 problem is the result of computer programs
written using two digits (rather than four) to define the
applicable year.  Any of the computer programs that have time-
sensitive software might recognize a date using "00" as the
year 1900 rather than the year 2000, which could result in
miscalculations or system failures.

  The Association completed its preparation for the year 2000
issue in November 1999 and as of September 30, 2000, there
have been no significant business interruptions related to the
year 2000 issue.  The Association will continue to monitor and
test its systems and those of our key vendors and develop
contingency plans, if needed, should any issues be identified.
The Association's cost of repairing the IT systems and non-IT
systems was approximately $800 thousand, of which
approximately $300 thousand was spent in fiscal 2000.

Important Considerations Related to Forward-Looking Statements

  It should be noted that this discussion contains forward-
looking statements which are subject to substantial risks and
uncertainties.  There are many factors which could cause
actual results to differ materially from those anticipated by
statements made herein.  In light of these risks and
uncertainties, the Association cautions readers not to place
undue reliance on any forward-looking statements.  The
Association undertakes no obligation to publicly update or
revise any forward-looking statements based on the occurrence
of future events, the receipt of new information or otherwise.

  Among the factors that may affect the operating results of
the Association are the following: (i) fluctuations in the
cost and availability of raw materials, such as feed grain
costs; (ii) changes in the availability and relative costs of
labor and contract growers; (iii) market conditions for
finished products, including the supply and pricing of
alternative proteins; (iv) effectiveness of sales and
marketing programs; (v) risks associated with leverage,
including cost increases due to rising interest rates; (vi)
changes in regulations and laws, including changes in
accounting standards, environmental laws and occupational,
health and safety laws; (vii) access to foreign markets
together with foreign economic conditions; and (viii) changes
in general economic conditions.

Effects of Inflation

  The major factor affecting the Association's net sales
volume and cost of sales is the change in commodity market
prices for broilers, hogs and feed grains.  The prices of
these commodities are affected by world market conditions and
are volatile in response to supply and demand, as well as
political and economic events.  The price fluctuations of
these commodities do not necessarily correlate with the
general inflation rate.  Inflation has, however, affected
operating costs such as labor, energy and material costs.

Future Accounting Requirements

  In June 1998, the Financial Accounting Standards Board
(FASB) issued Statement No. 133 "Accounting for Derivative
Instruments and Hedging Activities," which was amended in June
2000 by FASB Statement No. 138.  The Statement requires the
recognition of all derivatives on the balance sheet at fair
value.  The Company's derivatives include agricultural related
forward purchase contracts, futures and options.  The
Company's futures have historically been designated as hedges
and options have been marked to market.  Effective in the
first quarter of 2001, changes in the fair value of these
derivatives will be offset against the change in fair value of
the corresponding hedged assets, liabilities, or firm
commitments through earnings.  The disclosure requirements of
the Statement will be reflected in the Association's 2001
consolidated financial statements.  The effect of the adoption
of the new Statement in the first quarter of 2001 is not
expected to be significant to the financial statements.


Item 7A.  Quantitative And Qualitative Disclosure About
          Market Risks.

Market Risk

  The principal market risks affecting the Association are
exposure to changes in commodity prices and interest rates on
borrowings.  Although the Company has international net sales
volume and related accounts receivable for foreign customers,
there is no foreign currency exchange risk as all sales are
denominated in United States dollars.

Commodities Risk

  The Association is a purchaser of certain agricultural
commodities used for the manufacture of poultry feeds.  The
Association uses commodity futures and options for hedging
purposes to reduce the effect of changing commodity prices and
to ensure supply of a portion of its commodity inventories and
related purchase and sale contracts.  Feed ingredients futures
contracts, primarily corn and soybean meal, are recognized
when closed and option contracts are accounted for at market.
Gains and losses on the transactions are recorded as a
component of product cost.  Terms of the Association's
committed secured credit facility limit the use of cash
forward contracts and commodities futures and options to hedge
no more than twenty-six weeks of the Association's soybean
meal and corn requirements.  At July 1, 2000, the notional
amounts and fair value of the Association's outstanding
commodity futures and options positions were not material and
there were no significant deferred gains or losses.



Item 8.    Financial Statements and Supplementary Data.


                             INDEX

                                                          Page
GOLD KIST INC.
CONSOLIDATED FINANCIAL STATEMENTS:
Independent Auditors' Reports                               18
Consolidated Balance Sheets as of June 26, 1999
 and July 1, 2000                                           20
Consolidated Statements of Operations for the years
 ended June 27, 1998, June 26, 1999 and July 1, 2000        21
Consolidated Statements of Patrons' and Other Equity
 and Comprehensive Income (Loss) for the years ended
 June 27, 1998, June 26, 1999 and July 1, 2000              22
Consolidated Statements of Cash Flows for the years
 ended June 27, 1998, June 26, 1999 and July 1, 2000        23
Notes to Consolidated Financial Statements                  24

FINANCIAL STATEMENT SCHEDULES
(Included in Part IV of this Report):

Valuation and Qualifying Accounts  for the years ended
 June 27, 1998, June 26, 1999 and July 1, 2000              45



                INDEPENDENT AUDITORS' REPORT


The Board of Directors
Gold Kist Inc.:

   We have audited the accompanying consolidated balance
sheets of Gold Kist Inc. and subsidiaries as of June 26, 1999
and July 1, 2000, and the related consolidated statements of
operations, patrons' and other equity and comprehensive income
(loss), and cash flows for each of the years in the three-year
period ended July 1, 2000, as listed in the accompanying
index. In connection with our audits of the consolidated
financial statements, we also have audited the financial
statement schedule as listed in the accompanying index.  These
consolidated financial statements and financial statement
schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these
consolidated financial statements and financial statement
schedule based on our audits.  We did not audit the
consolidated financial statements of Golden Peanut Company,
LLC and Subsidiaries, an investment accounted for using the
equity method of accounting, as described in Note 10(b) to the
consolidated financial statements.  The consolidated financial
statements of Golden Peanut Company, LLC and Subsidiaries were
audited by other auditors whose report has been furnished to
us, and our opinion, insofar as it relates to the amounts
included for Golden Peanut Company, LLC and Subsidiaries, is
based solely on the report of the other auditors.

   We conducted our audits in accordance with auditing
standards generally accepted in the United States of America.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We
believe that our audits and the report of the other auditors
provide a reasonable basis for our opinion.

   In our opinion, based on our audits and the report of the
other auditors, the consolidated financial statements referred
to above present fairly, in all material respects, the
financial position of Gold Kist Inc. and subsidiaries as of
June 26, 1999 and July 1, 2000, and the results of their
operations and their cash flows for each of the years in the
three-year period ended July 1, 2000, in conformity with
accounting principles generally accepted in the United States
of America.  Also in our opinion, the related financial
statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth
therein.




                                   KPMG LLP


Atlanta, Georgia
September 8, 2000,
except for the sixth
paragraph of Note 4
as to which the date
is October 10, 2000


            REPORT OF INDEPENDENT AUDITORS



The Board of Directors
Golden Peanut Company, LLC

   We have audited the accompanying consolidated balance
sheets of Golden Peanut Company, LLC and Subsidiaries (the
"Company") as of June 30, 2000 and 1999, and the related
consolidated statements of operations, members' equity, and
cash flows for each of the three years in the period ended
June 30, 2000 (not presented separately herein).  These
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

   We conducted our audits in accordance with auditing
standards generally accepted in the United States.  Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our
opinion.

   In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Golden Peanut Company, LLC and
Subsidiaries at June 30, 2000 and 1999, and the consolidated
results of their operations and their cash flows for each of
the three years in the period ended June 30, 2000, in
conformity with accounting principles generally accepted in
the United States.


                                        Ernst & Young LLP


Atlanta, Georgia
August 25, 2000, except the third
paragraph of Note 6, as to which
the date is October 11, 2000.



<TABLE>
                                GOLD KIST INC.
                         CONSOLIDATED BALANCE SHEETS
                            (Amounts in Thousands)

<CAPTION>
                                               June 26, 1999     July 1, 2000
                             ASSETS
<S>                                              <C>                <C>
Current assets:
 Cash and cash equivalents                       $ 20,810             8,671
 Receivables, principally trade, less
  allowance for doubtful    accounts of
  $3,261 in 1999 and $4,041 in 2000               109,060           106,698
 Inventories (note 2)                             182,799           183,061
 Deferred income taxes                             17,842            16,360
 Other current assets                              28,999            18,924
  Total current assets                            359,510           333,714
Investments (notes 10 and 11)                     106,199           167,988
Property, plant and equipment, net
  (note 3)                                        248,016           239,188
Other assets                                      100,412           140,400
                                                 $814,137           881,290

 LIABILITIES AND EQUITY
Current liabilities:
 Notes payable and current maturities of
 long-term debt (note 4):
  Short-term borrowings                          $ 58,085           131,910
  Subordinated loan certificates                   10,095                40
  Current maturities of long-term debt             16,820            34,352
                                                   85,000           166,302
 Accounts payable                                  84,393            72,325
 Accrued compensation and related expenses         36,165            24,052
 Interest left on deposit (note 4)                 10,487            11,528
 Other current liabilities                         43,317            35,756
  Total current liabilities                       259,362           309,963
Long-term debt, excluding current
  maturities (note 4)                             186,913           251,714
Accrued postretirement benefit costs
  (note 8(b))                                      53,432            58,407
Other liabilities                                  35,063            21,716
  Total liabilities                               534,770           641,800
Patrons' and other equity (note 6):
 Common stock, $1.00 par value -
  Authorized 500 shares;      issued and
  outstanding 31 in 1999 and 30 in 2000                31                30
 Patronage reserves                               204,080           197,520
 Accumulated other comprehensive income -
  unrealized gain on   marketable equity
  security (note 10(a))                            19,015             8,747
 Retained earnings                                 56,241            33,193
  Total patrons' and other equity                 279,367           239,490
Commitments and contingencies (notes 4,
  5, 6, 8, 9 and 10(b))
                                                 $814,137           881,290


         See accompanying notes to consolidated financial
statements.

</TABLE>
 <TABLE>
                               GOLD KIST INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Thousands)
<CAPTION>
                                                      Years Ended
                                     June 27, 1998   June 26, 1999  July 1, 2000
<S>                                     <C>             <C>          <C>
Net sales volume                       $1,651,115       1,766,104    1,706,884
Cost of sales                           1,662,376       1,567,906    1,645,614
   Gross margins (loss)                   (11,261)        198,198       61,270
Distribution, administrative and
   general expenses                        66,695          76,258       82,297
   Net operating margins (loss)           (77,956)        121,940      (21,027)
Other income (deductions):
   Interest and dividend income             1,955           2,177        7,572
   Interest expense                       (26,910)        (26,050)     (30,425)
   Equity in earnings (loss) of
      affiliate (note 10(b))                4,369             188       (4,393)
   Miscellaneous, net (note 10(a))          6,383           5,316           33
      Total other deductions              (14,203)        (18,369)     (27,213)
   Margins (loss) from continuing
      operations before income taxes      (92,159)        103,571      (48,240)
Income tax expense (benefit)-(note 7)     (35,123)         34,210      (22,154)
   Margins (loss) from continuing
      operations                          (57,036)         69,361      (26,086)
Discontinued operations
   (notes 7 and 11):
   Loss from operations of discontinued
      Agri-Services segment (less
      applicable income tax benefit
      of $(8.6) million for 1998)         (15,130)              -            -
   Loss on disposal of Agri-Services
      segment including provision of
      $20.4 million accrued in 1998
      for operating losses during
      phase out period (less appli-
      cable income tax benefit of
      $(16.5) million for 1998 and
      $(4.3) million for 1999).           (30,622)         (8,034)           -
   Net margins (loss)                  $ (102,788)         61,327      (26,086)



           See accompanying notes to consolidated financial statements.
</TABLE>


<TABLE>
                              GOLD KIST INC.
            CONSOLIDATED STATEMENTS OF PATRONS' AND OTHER EQUITY
                     AND COMPREHENSIVE INCOME (LOSS)
         For the Years Ended June 27, 1998, June 26, 1999 and July 1, 2000
                          (Amounts in Thousands)

<CAPTION>
                                          Accumulated other
                                           comprehensive
                                         income - unrealized
                                           gain (loss) on
                       Common  Patronage  marketable equity  Retained
                       stock    Reserves      security       earnings   Total
<S>                   <C>        <C>          <C>            <C>       <C>
June 28, 1997         $  32      203,988      32,749         109,306   346,075
 Comprehensive loss:
  Net loss for 1998       -            -           -        (102,788) (102,788)
  Change in value of
   marketable equity
   security, net of
   tax (note 10(a))       -            -      (5,650)              -    (5,650)
 Total comprehensive
  loss                                                                (108,438)
 Redemptions and other
   changes                1       (5,471)            -         1,839    (3,631)
June 27, 1998            33      198,517      27,099           8,357   234,006
 Comprehensive income:
  Net margins for 1999    -       14,990           -          46,337    61,327
  Change in value of
   marketable equity
   security, net of
   tax (note 10(a))         -           -     (8,084)              -    (8,084)
 Total comprehensive
  income                                                                53,243
 Cash portion of
  nonqualified
  patronage refund        -       (2,263)          -               -    (2,263)
 Redemptions and other
  changes                (2)      (7,164)          -           1,547    (5,619)
June 26, 1999            31      204,080      19,015          56,241   279,367
 Comprehensive loss:
  Net loss for 2000       -            -           -          (26,086) (26,086)
  Change in value of
   marketable equity
   security, net of
   tax (note 10(a))       -            -     (10,268)              -   (10,268)
 Total comprehensive
  loss                                                                 (36,354)
 Redemptions and other
  changes                (1)      (6,560)          -           3,038    (3,523)
July 1, 2000        $    30      197,520       8,747          33,193   239,490



     See accompanying notes to consolidated financial statements.</TABLE>


<TABLE>
                                 GOLD KIST INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
<CAPTION>
                                                     Years Ended
                                    June 27, 1998   June 26, 1999  July 1, 2000
<S>                                  <C>               <C>            <C>
Cash flows from operating activities:
 Margins (loss) from continuing
  operations                         $ (57,036)         69,361        (26,086)
 Non-cash items included in margins
  (loss) from continuingoperations:
  Depreciation and amortization          37,547         40,979         43,312
  Equity in (earnings) loss of
   affiliate                             (4,369)          (188)         4,393
  Deferred income tax expense
   (benefit)                           (14,486)         10,460        (18,373)
  Other                                  8,549            (988)         2,855
 Changes in operating assets and
  liabilities:
  Receivables                            (8,225)        (1,103)         2,362
  Inventories                            5,285          (8,595)          (262)
  Other current assets                   28,539         14,072          1,209
  Accounts payable and accrued
   expenses                             (5,919)         33,159        (18,282)
  Interest left on deposit                  56            (964)         1,041
Net cash provided by (used in)
 operating activities of continuing
 operations                            (10,059)        156,193         (7,831)
Net cash provided by (used in)
 operating activities of
 discontinued operations               (52,400)         34,083              -
Net cash provided by (used in)
 operating activities                  (62,459)        190,276         (7,831)
Cash flows from investing
 activities:
 Acquisitions of investments            (2,236)              -        (98,605)
 Acquisitions of property, plant and
  equipment                            (54,360)        (31,887)       (29,874)
 Acquisition of subsidiary minority
  interest                             (53,104)              -              -
 Proceeds from disposal of investments   1,305           6,028          3,429
 Proceeds from sale of loans                 -           8,191              -
 Other                                   1,444           2,598         (2,592)
Net cash used in investing activities
 of continuing operations             (106,951)        (15,070)      (127,642)
Net cash provided by (used in)
 investing activities of dis-
 continued operations:
  Proceeds from sale of the Agri-
   Services segment                          -         218,313              -
  Repurchase of accounts and crop
   notes receivable, net                     -               -        (20,538)
  Other                                  (6,385)             -          3,554
Net cash provided by (used in)
 investing activities                 (113,336)        203,243       (144,626)
Cash flows from financing
 activities:
 Short-term borrowings, net              21,578       (168,764)        63,770
 Proceeds from long-term debt          272,116          85,699        100,000
 Principal payments of long-term
  debt                                (120,400)       (295,814)       (17,667)
 Patronage refunds and other equity
  paid in cash                          (3,631)         (5,619)        (5,785)
Net cash provided by (used in)
 financing activities.                 169,663        (384,498)       140,318
Net change in cash and cash
 equivalents                            (6,132)          9,021        (12,139)
Cash and cash equivalents at
 beginning of year                      17,921          11,789         20,810
Cash and cash equivalents at end
 of year                              $  11,789         20,810          8,671
Supplemental disclosure of cash
 flow data:
 Cash paid during the years for:
  Interest (net of amounts
   capitalized)                       $  45,577         28,512         29,738
  Income taxes                        $       -         12,465          2,940

          See accompanying notes to consolidated financial statements.
</TABLE>

                   GOLD KIST INC.
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    June 27, 1998, June 26, 1999 and July 1, 2000
            (Dollar Amounts in Thousands)


(1)  Summary of Significant Accounting Policies

  Gold Kist Inc. is an agricultural membership cooperative
association, headquartered in Atlanta, Georgia.  Gold Kist
Inc. has approximately 25,000 farmer members and other
cooperative associations located principally in the
southeastern United States.  Gold Kist Inc. operates fully
integrated broiler production, processing and marketing
operations, as well as pork production facilities.  These
operations provide marketing and purchasing services to
approximately 2,300 breeder, broiler and pork producers.

  Gold Kist Inc. and Southern States Cooperative, Incorporated
("Southern States") entered into an Asset Purchase Agreement
(the "Agreement"), dated as of July 23, 1998, pursuant to
which Gold Kist Inc. agreed to sell and assign, and Southern
States agreed to purchase and assume, the assets and certain
of the liabilities of Gold Kist Inc.'s agricultural inputs
business.  In October 1998, Gold Kist Inc. completed the sale
of assets and certain liabilities to Southern States.  The
affected assets included substantially all of the assets of
the Agri-Services segment (see note 11).

  The accounting and reporting policies of Gold Kist Inc. and
subsidiaries conform to accounting principles generally
accepted in the United States of America and to general
practices among agricultural cooperatives.  The following is a
summary of the significant accounting policies.

  (a)  Basis of Presentation

         The accompanying consolidated financial statements
     include the accounts of Gold Kist Inc. and its wholly and
     majority owned subsidiaries (collectively "Gold Kist" or
     "Company" or "Association").  All significant
     intercompany balances and transactions have been
     eliminated in consolidation.

  (b)  Cash and Cash Equivalents

         Gold Kist's policy is to invest cash in excess of
     operating requirements in highly liquid interest bearing
     debt instruments, which include commercial paper and
     reverse repurchase agreements.  These investments are
     stated at cost which approximates market.  For purposes
     of the consolidated statements of cash flows, Gold Kist
     considers all highly liquid debt instruments purchased
     with original maturities of three months or less to be
     cash equivalents.

  (c)  Inventories

         Live poultry and hogs consist of broilers, breeding
     stock and market hogs.  The broilers and market hogs are
     stated at the lower of average cost or market.  The
     breeding stock is stated at average cost, less
     accumulated amortization.

         Raw materials and supplies consist of feed
     ingredients, hatching eggs, packaging materials and
     operating supplies.  These inventories are stated,
     generally, on the basis of the lower of cost (first-in,
     first-out or average) or market.  Gold Kist engages in
     commodity futures and options transactions to manage the
     risk of adverse price fluctuations with regard to its
     feed ingredient purchases.  Futures contracts are
     accounted for as hedges and option contracts are
     accounted for at market.  Gains or losses on futures and
     options transactions are included as a part of product
     cost.   At June 26, 1999 and July 1, 2000, there were no
     significant unrealized commodity futures positions.




                       GOLD KIST INC.
      Notes to Consolidated Financial Statements, Continued
                (Dollar Amounts in Thousands)


         Marketable products consist primarily of dressed and
     further processed poultry.  These inventories are stated,
     principally, on the basis of selling prices, less
     estimated brokerage, freight and certain other selling
     costs where applicable (estimated net realizable value).

  (d)  Revenue Recognition

          Revenue is recognized upon shipment or upon transfer
     of ownership of the product to the customer.

  (e)  Property, Plant and Equipment

         Property, plant and equipment is recorded at cost.
     Depreciation of plant and equipment is calculated using
     the straight-line method over the estimated useful lives
     of the respective assets.

  (f)  Investments

         Investments in other cooperatives are recorded at
     cost and include the amount of patronage refund
     certificates and patrons' equities allocated, less
     distributions received.  These investments are not
     readily marketable and quoted market prices are not
     available.  Accordingly, it is not practical to determine
     these investments' fair value.  The equity method of
     accounting is used for investments in other companies in
     which Gold Kist's voting interest is 20 to 50 percent.
     Investments in less than 20 percent owned companies which
     are not readily marketable are stated at cost.

         Gold Kist applies the provisions of Statement of
     Financial Accounting Standards No. 115 (SFAS 115),
     "Accounting for Certain Investments in Debt and Equity
     Securities."   Pursuant to the provisions of SFAS 115,
     the  Company has classified its marketable equity
     security as "available-for-sale."  "Available-for-sale"
     securities are those the Company intends to hold for a
     period of time and are not acquired with the intent of
     selling them in the near term.  Accumulated other
     comprehensive income - unrealized gains and losses on
     "available-for-sale" securities are included as a
     separate component of patrons' and other equity in the
     accompanying consolidated financial statements, net of
     deferred income taxes.  Management believes the carrying
     value of the collateralized loans approximate market
     value and, accordingly, no adjustment has been recognized
     in the accompanying consolidated financial statements.

         Gold Kist's investment in Golden Peanut Company is
     accounted for using the equity method (see note 10(b)).
     Other investments accounted for under the equity method
     are not significant.

  (g)  Income Taxes

         Gold Kist operates as an agricultural cooperative
     not exempt from Federal income taxes.  Aggregate margins
     not refunded in cash to members or allocated in the form
     of qualified written notices are subject to income taxes.

         The bylaws of Gold Kist provide for the issuance of
     either qualified or nonqualified patronage refunds (as
     defined for purposes of Subchapter T of the Internal
     Revenue Code).  Gold Kist utilizes nonqualified patronage
     refunds which are deductible for income tax purposes only
     to the extent paid or redeemed in cash.


                        GOLD KIST INC.
       Notes to Consolidated Financial Statements, Continued
                  (Dollar Amounts in Thousands)


         Income taxes are accounted for under the asset and
     liability method.  Deferred tax assets and liabilities
     are recognized for the future tax consequences
     attributable to differences between the financial
     statement carrying amounts of existing assets and
     liabilities and their respective tax bases and operating
     loss and tax credit carryforwards.  Deferred tax assets
     and liabilities are measured using enacted tax rates
     expected to apply to taxable income in the years in which
     those temporary differences are expected to be recovered
     or settled.  The effect on deferred tax assets and
     liabilities of a change in tax rates is recognized as
     income or expense in the period that includes the
     enactment date.

  (h)  Fair Value of Financial Instruments

         Gold Kist's financial instruments include cash and
     cash equivalents, receivables and accounts payables and
     accrued expenses, interest left on deposit, notes
     receivable and debt.  Because of the short maturity of
     cash equivalents, receivables and accounts payables and
     accrued expenses, interest left on deposit, certain short-
     term debt which matures in less than one year and long-
     term debt with variable interest rates, the carrying
     value approximates fair value.  All financial instruments
     are considered to have an estimated fair value which
     approximates carrying value at June 26, 1999 and July 1,
     2000 unless otherwise specified (see notes 1(f) and 4).

  (i)  Impairment of Long-Lived Assets and Long-Lived Assets
       to Be Disposed Of

         Gold Kist applies the provisions of SFAS No. 121,
     "Accounting for the Impairment of Long-Lived Assets and
     for Long-Lived Assets to Be Disposed Of" (SFAS 121).
     SFAS 121 requires that long-lived assets and certain
     identifiable intangibles be reviewed for impairment
     whenever events or changes in circumstances indicate that
     the carrying amount of an asset may not be recoverable.
     Recoverability of assets to be held and used is measured
     by a comparison of the carrying amount of an asset to
     future net cash flows expected to be generated by the
     asset.  If such assets are considered to be impaired, the
     impairment to be recognized is measured by the amount by
     which the carrying amount of the assets exceed the fair
     value of the assets.  Assets to be disposed of are
     reported at the lower of the carrying amount or fair
     value less costs to sell.

  (j)  Comprehensive Income

          In 1999, Gold Kist adopted SFAS No. 130, "Reporting
     Comprehensive Income" (SFAS 130).  SFAS 130 establishes
     rules for reporting of comprehensive income and its
     components.  Comprehensive income consists of net margins
     and unrealized gains and losses on marketable security
     and is presented in the consolidated statements of
     patrons' and other equity and comprehensive income
     (loss).  The adoption of SFAS 130 had no impact on total
     patrons' equity.  Prior year financial statements have
     been reclassified to conform to the SFAS 130
     requirements.

  (k)  Fiscal Year

         Gold Kist employs a 52/53 week fiscal year.  The
     consolidated financial statements for 1998 and 1999
     reflect 52 weeks.  Fiscal 2000 was a 53 week year.
     Fiscal 2001 will be a 52 week year.

  (l)  Use of Estimates

         Management of Gold Kist has made a number of
     estimates and assumptions relating to the reporting of
     assets and liabilities and the disclosure of contingent
     assets and liabilities to prepare these consolidated
     financial statements in conformity with generally
     accepted accounting principles.  Actual results could
     differ from these estimates.



                          GOLD KIST INC.
         Notes to Consolidated Financial Statements, Continued
                    (Dollar Amounts in Thousands)


 (2) Inventories

  Inventories are summarized as follows:
<TABLE>
<CAPTION>
                                       1999      2000
          <S>                        <C>        <C>
          Live poultry and hogs      $ 93,999    97,623
          Marketable products          56,097    53,367
          Raw materials and supplies   32,703    32,071
                                     $182,799   183,061
</TABLE>

(3)  Property, Plant and Equipment

  Property, plant and equipment is summarized as follows:
<TABLE>
<CAPTION>
                                       1999     2000
          <S>                        <C>       <C>
          Land and land improvements $ 33,406    33,654
          Buildings                   186,635   185,626
          Machinery and equipment     397,655   386,108
          Construction in progress      1,134     7,937
                                      618,830   613,325
          Less accumulated
            depreciation              370,814   374,137
                                     $248,016   239,188
</TABLE>
(4)  Notes Payable and Long-Term Debt

  Short-term borrowings at July 1, 2000 include $42.9 million
under a rolling four-month secured agreement with a commercial
bank entered into in April 1998.  The commercial bank holds a
marketable equity security owned by Gold Kist as collateral
(see note 10(a)).  The Company is required to maintain funds
with the bank to account for volatility in the market price of
the security held as collateral.  Interest on the borrowings
are at one-month London Interbank Offered Rate (LIBOR) plus
 .75% per annum.  The Company earns interest on the collateral
funds at rates that approximate the federal funds rate.

  The Company's long-term debt includes a $20 million single
installment senior note, the Series A Senior Notes and the
Series B Senior Notes with an insurance company.  The interest
rates on these notes are adjusted quarterly in accordance with
the Company's financial condition.  As of July 1, 2000,
interest rates on the single installment interest notes, the
Series A Senior Notes and the Series B Senior Notes were
11.1%, 9.35% and 9.69%, respectively.

  At June 26, 1999, the Company's syndicated credit facility
included a secured $125 million 364-day line of credit
commitment and a secured $125 million three-year revolving
credit facility with a group of financial institutions.  The
364-day line of credit and three-year revolving credit
facility, as well as, the Company's senior notes payable, term
loan with an agricultural credit bank and any letters of
credit were secured by all inventory and receivables of the
Company and by mortgages on the Company's facilities in
Marshall County, Alabama and Sumter County, South Carolina.
In July 2000, the Company reduced the secured committed credit
facility to $220 million, which includes a three-year $120
million revolving credit agreement and a $100 million 364-day
line of credit.  The $220 million secured credit facility will
expire on November 6, 2000.



                      GOLD KIST INC.
     Notes to Consolidated Financial Statements, Continued
               (Dollar Amounts in Thousands)

  As of July 1, 2000, the balance outstanding under the 364-
day line of credit was $89.0 million with a weighted average
interest rate of 9%.  Subordinated loan certificates of $10.1
million at June 26, 1999 bore interest rates of 6.3% to 6.4%
with terms of one year and were unsecured.

  Interest left on deposit represents amounts of interest
payable, which at the option of the holders of various classes
of certificates, is left on deposit with Gold Kist.
Additional interest on these amounts accrues at the same rates
as the related certificates.

  As of October 10, 2000, the Company had received $240
million in commitments for Senior Secured Credit Facilities
with a group of financial institutions that will include a
$100 million 364-day revolving line of credit, a $95 million
two year term loan and a $45 million five year term loan.  The
interest rates on the 364-day and two year term facilities
will range from 2.25% to 3% over LIBOR, adjusted quarterly
based on the Company's financial condition, while interest on
the five year term loan will be fixed at 4.75% over the Five
Year U. S. Treasury Note at the loan closing date.  These
credit facilities are expected to close on or before November
6, 2000.  The Company's senior notes, senior secured credit
facilities and term loan with an agricultural bank will be
secured by substantially all of the Association's inventory,
receivables, and property, plant and equipment and subject to
similar covenants and conditions as the prior agreement.  In
the event the aforementioned senior secured credit facilities
are not consummated, Gold Kist's liquidity would be significantly
affected and, as a result, alternative plans would require
implementation.

  Long-term debt is summarized as follows:


<TABLE>
<CAPTION>
                                                             1999        2000
    <S>                                                     <C>           <C>
    Single installment senior note due in June
     2001 with interest payable quarterly                 $ 20,000      20,000
    Series A senior notes, due in annual
     installments of $2,727 beginning in
     February 2002 with interest payable
     quarterly                                              30,000      30,000
    Series B senior notes, due in annual
     installments of $2,272 beginning in
     May 2002 with interest payable
     quarterly                                              25,000      25,000
    Revolving credit agreements with financial
     institutions  (weighted average rate of
     8.1% at July 1, 2000)                                       -     100,000
    Term loan agreements with agricultural
     credit bank, due in semi-annual install-
     ments of $1,785 with interest payable
     quarterly (weighted average interest
     rate of 7.7% at June 26, 1999 and 8.5%
     at July 1, 2000)                                       48,215      44,645
    Subordinated capital certificates of
     interest with fixed maturities ranging
     from two to fifteen years, unsecured
     (weighted average interest rate of 7.6%
     at June 26, 1999 and July 1, 2000)                     66,905      53,863
    Tax exempt industrial revenue bonds with
     varying interest rates, due in quarterly
     and annual installments through 2016,
     secured by property, plant and equipment               10,450      10,000
    Pro rata share of mortgage loan, at 8.47%
     interest, due in monthly installments
     to June 30, 2004, secured by a building                 1,627       1,360
    Other                                                    1,536       1,198
                                                           203,733     286,066
  Less current maturit ies                                  16,820      34,352
                                                          $186,913     251,714
</TABLE>

  Based upon discounted cash flows of future payments,
assuming interest rates available to Gold Kist for issuance of
debt with similar terms and remaining maturities, the
estimated fair value of the senior notes at June 26, 1999 and
July 1, 2000 was approximately $72.4 million and $74.4
million, respectively.  Based upon discounted cash flows of
future payments, assuming interest rates available to the
Association for issuance of debt with similar terms and
remaining maturities, the estimated fair value of the term
loans with the agricultural credit bank at June 26, 1999 and
July 1, 2000 was approximately $45.3 million and $41.8
million, respectively.




                     GOLD KIST INC.
    Notes to Consolidated Financial Statements, Continued
              (Dollar Amounts in Thousands)

    The terms of debt agreements specify minimum consolidated
tangible net worth, current ratio and coverage ratio
requirements, as well as a limitation on the funded debt to
total capital ratio.  The debt agreements place a limitation
on capital expenditures, equity distributions, cash patronage
refunds, commodity hedging contracts and additional loans,
advances or investments.  At July 1, 2000, the Association was
in compliance with, or had obtained waivers for, all loan
covenants.

    Annual required principal repayments on long-term debt for
the five years subsequent to July 1, 2000 are as follows:
<TABLE>
<CAPTION>
       Year:
       <S>                                       <C>
       2001                                      $ 34,352
       2002                                       122,836
       2003                                        16,282
       2004                                        22,136
       2005                                        10,860
</TABLE>

(5)  Leases

  Gold Kist leases vehicles, transportation and processing
equipment and certain facilities from third parties under
operating leases, many of which contain renewal options. Rent
expense from continuing operations for 1998, 1999 and 2000 was
$12.8 million, $13.4 million and $16.3 million, respectively.
Commitments for minimum rentals under non-cancelable operating
leases at the end of 2000 are as follows:

<TABLE>
<CAPTION>

       <S>                                          <C>
       2001                                         $11,003
       2002                                           8,819
       2003                                           5,691
       2004                                           3,452
       2005                                           1,971
</TABLE>
(6) Patrons' and Other Equity

  Gold Kist's Articles of Incorporation provide for a class of
common stock and a class of preferred stock pursuant to the
provisions of the Georgia Cooperative Marketing Act.  Each
member is allocated one share of common stock, $1.00 par
value.  The common shares are not marketable or transferable
and no dividends will be declared on these common shares.  No
issuance of preferred stock has been authorized by Gold Kist.

  Patronage reserves represent undistributed member margins
allocated as either qualified or nonqualified notified equity,
less income taxes paid on undistributed nonqualified equity.
Qualified notified equity is deductible for income tax
purposes when allocated; whereas, nonqualified notified equity
is deductible upon redemption.  The redemption of qualified
and nonqualified notified equity is subject to the discretion
of the Board of Directors.  Patronage reserves do not bear
interest and are subordinated to all certificates outstanding
and indebtedness of Gold Kist.

  Retained earnings include an allocation of member margins
based on financial ratios, as well as cumulative net margins
(losses) resulting from nonmember and nonpatronage
transactions, including noncooperative subsidiaries, and
losses from patronage operations.  Also included are amounts
related to the early redemption of notified equity,
representing the difference between the face value and the
redemption amounts.


                       GOLD KIST INC.
      Notes to Consolidated Financial Statements, Continued
                 (Dollar Amounts in Thousands)

(7) Income Taxes

  Total income tax expense (benefit) was allocated as follows:
<TABLE>
<CAPTION>
                                                  1998        1999       2000
  <S>                                          <C>           <C>        <C>
  Margins (loss) from continuing operations    $(35,123)     34,210     (22,154)
  Discontinued operations                        (8,571)          -           -
  Loss on disposal of Agri-Services segment,
    including operating losses during phase
    out period                                  (16,489)     (4,326)          -
  Patrons' and other equity - accumulated
    comprehensive income - unrealized gain on
    marketable equity security                   (3,043)     (4,353)     (5,040)
                                               $(63,226)     25,531     (27,194)
</TABLE>

  The provisions for income tax expense (benefit), principally
Federal, related to margins (loss) from continuing operations
consist of the following:
<TABLE>
<CAPTION>

                                                  1998        1999        2000
  <S>                                            <C>          <C>       <C>
  Current expense (benefit)                    $(20,637)     23,750      (3,781)
  Deferred expense (benefit)                    (14,486)     10,460     (18,373)
                                               $(35,123)     34,210     (22,154)
</TABLE>

  Gold Kist's combined federal and state effective tax rate
from operations for 1998, 1999 and 2000 was (38)%, 33% and
(46)%, respectively.  A reconciliation of income tax expense
(benefit) allocated to margins (loss) from continuing
operations computed by applying the Federal corporate income
tax rate of 35% in 1998, 1999 and 2000 to margins (loss) from
continuing operations before income taxes for the applicable
year follows:
<TABLE>
<CAPTION>
                                                  1998        1999       2000
  <S>                                          <C>           <C>        <C>
  Computed expected income tax expense
    (benefit)                                  $(32,256)     36,250     (16,884)
  Increase (decrease) in income tax expense
    (benefit) resulting from:
    Cash portion of nonqualified patronage
     refund                                           -        (792)          -
    Effect of state income taxes, net of
     Federal benefit                             (2,199)      1,274      (2,644)
    Nonqualified equity redemptions              (1,203)     (1,543)     (1,187)
    Employment credits                              (80)       (109)       (219)
    Other, net                                      615        (870)     (1,220)
                                               $(35,123)     34,210     (22,154)
</TABLE>

                   GOLD KIST INC.
  Notes to Consolidated Financial Statements, Continued
            (Dollar Amounts in Thousands)

  The tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and deferred
tax liabilities at June 26, 1999 and July 1, 2000 are as
follows:
<TABLE>
<CAPTION>
                                                              1999       2000
  <S>                                                        <C>        <C>
  Deferred tax assets:
    Postretirement benefits                                  $20,694    22,781
    Federal tax operating loss carryforward                        -     9,058
    Insurance accruals                                        10,437    10,092
    Federal alternative minimum tax carryforward               1,408     1,678
    Allowance for doubtful accounts                            1,523     1,811
    State tax operating loss carryforwards                     2,111     3,777
    Equity in partnerships                                     2,221     4,622
    Investment reserve...                                      5,698     7,822
    Discontinued operations                                    3,708     3,708
    Other                                                      1,144     3,606
     Total gross deferred tax assets                          48,944    68,955
    Less valuation allowance                                    (620)     (397)
     Total net deferred tax assets                            48,324    68,558

  Deferred tax liabilities:
    Unrealized gain on marketable equity security            (10,239)   (5,199)
    Accelerated depreciation                                  (4,229)   (6,048)
    Deferred compensation                                     (7,727)   (8,117)
     Total deferred tax liabilities                          (22,195)  (19,364)
     Net deferred tax assets                                $ 26,129    49,194
</TABLE>

  The net change in the total valuation allowance for the
years ended 1998, 1999 and 2000 was an increase of $58, a
decrease of $516 and a decrease of $223, respectively.  The
Company's management believes the existing net deductible
temporary differences comprising the total net deferred tax
assets will reverse during periods in which the Company
generates net taxable income.

  At July 1, 2000, Gold Kist has an alternative minimum tax
carryforward for federal income tax purposes of $1.7 million,
which is available to offset future federal income taxes, if
any.  The federal tax operating loss carryforward of $26
million at July 1, 2000 expires on July 1, 2020, which is
available to offset future federal income taxes, if any,
during such period.

(8) Employee Benefits

  (a)  Pension Plan

         Gold Kist has a noncontributory defined benefit
     pension plan covering substantially all of its employees
     and directors and an affiliate's employees
     (participants).  The affiliate's benefit obligation, plan
     assets and net periodic benefit cost are not included in
     the following tables.  The plan provisions covering the
     salaried participants provides pension benefits that are
     based on the employees' compensation during the years
     before retirement or other termination of employment.
     The plan provisions covering the hourly participants
     provides pension benefits that are based on years of
     service.  Gold Kist's funding policy is to contribute
     within the guidelines prescribed by Federal regulations.
     Plan assets consist principally of corporate equities and
     bonds, and United States Government and Agency
     obligations.

                        GOLD KIST INC.
       Notes to Consolidated Financial Statements, Continued
                 (Dollar Amounts in Thousands)

  (b)  Medical and Life Insurance Plans

         Gold Kist provides health care and death benefits to
     substantially all retired employees, covered dependents
     and their beneficiaries.  Generally, employees who have
     attained age 55 and who have 10 years of service are
     eligible for        these benefits.  In addition,
     employees with less than 10 years of service who retired
     before July 1, 1992 are eligible for these benefits.  The
     health care and death benefit plans are contributory and
     coverages increase with increased years of service.

  The following table sets forth the plans' change in benefit
obligation, change in plan assets and economic assumptions for
the years ended June 26, 1999 and July 1, 2000.
<TABLE>
<CAPTION>
                                                               Medical & Life
                                          Pension Benefits   Insurance Benefits
                                          1999       2000     1999        2000
<S>                                     <C>         <C>       <C>        <C>
Change in benefit obligation
Benefit obligation at beginning
  of year                               $129,299    121,685   59,612     66,057
Service cost                               4,470      4,072    3,181      3,539
Interest cost                              9,145      8,914    4,106      4,679
Actuarial (gains) and losses               4,834     (4,208)   5,184      1,764
Benefits paid (other than
  settlements)                            (5,258)   (12,987)  (2,443)    (2,968)
Plan amendments                                -     12,928        -          -          -
Divestitures, curtailments, or
  settlements                            (22,177)         -   (3,583)         -
Special termination benefits               1,372          -        -          -
Benefit obligation at end of year        121,685    130,404   66,057     73,071

Change in plan assets
Fair value of plan assets at
  beginning of year                      182,612    179,910        -          -
Actual return on plan assets              18,659     12,139        -          -
Contributions by employer                  2,202      1,420    2,443      2,968
Benefits paid (other than
  settlements)                            (5,258)   (12,987)  (2,443)    (2,968)
Settlements                              (18,305)         -        -          -
Fair value of plan assets at
  end of year                            179,910    180,482        -          -

Funded status                             58,225     50,078  (66,057)   (73,071)
Unrecognized transition (asset)
  /obligation                             (4,503)    (3,327)       -          -
Unrecognized prior service cost            3,991     16,320      443        376
Unrecognized actuarial (gain)
  /loss                                 (30,090)   (33,548)    9,051     10,639
Contributions after the measure-
  ment date                                  167        174      626        781
Additional liability                        (555)    (1,963)       -          -
Prepaid expense/(accrued
  liability)                            $ 27,235     27,734  (55,937)   (61,275)
    Less current portion                                       2,505      2,868
                                                            $(53,432)   (58,407)

Weighted-average assumptions as of year-end

Discount rate                               7.25%      8.00%    7.25%      8.00%
Expected return on plan assets              9.50       9.50        -          -
Rate of compensation increase               5.50       5.02        -          -
</TABLE>

  The health care cost trend rate used to determine the
medical and life insurance benefit obligation at June 26, 1999
was 6.5%, declining ratably to 5% by the year 2002 and
remaining at that level thereafter. The health care cost trend
rate used to determine the medical and life insurance benefit
obligation at July 1, 2000 was 8%, declining ratably to 5% by
the year 2005 and remaining at that level thereafter.  A 1%
increase in the health care cost trend rate would increase the
medical and life insurance benefit obligation as of July 1,
2000 by $16,028.  A 1% decrease in the health care cost trend
rate would decrease the medical and life insurance benefit
obligation as of July 1, 2000 by $2,758.


                      GOLD KIST INC.
     Notes to Consolidated Financial Statements, Continued
               (Dollar Amounts in Thousands)

<TABLE>
<CAPTION>
                                                               Medical & Life
                                     Pension Benefits         Insurance Benefits
                                 1998     1999     2000      1998   1999  2000
<S>                             <C>       <C>      <C>        <C>    <C>    <C>
Components of net periodic
  benefit cost
Service cost                  $  4,485    4,470    4,072     2,917  3,181 3,539
Interest cost                    8,676    9,145    8,914     4,290  4,106 4,679
Estimated return on plan
  assets                       (12,077) (13,681) (13,899)        -      -     -
Net amortization                  (347)      17      433       155    130   243
Net periodic benefit
  expense (income)            $    737      (49)    (480)    7,362  7,417 8,461
</TABLE>

  A 1% increase in the health care cost trend rate would
increase the medical and life insurance service and interest
cost components as of July 1, 2000 by $1,191.  A 1% decrease
in the health care cost trend rate would decrease the medical
and life insurance service and interest cost components as of
July 1, 2000 by $968.

(9) Contingent Liabilities and Commitments

  Gold Kist is a party to various legal and administrative
proceedings, all of which management believes constitute
ordinary routine litigation incidental to the business
conducted by Gold Kist, or are not material in amount.

  Gold Kist is a guarantor of $60.0 million under a $75.0
million secured loan agreement between an agricultural credit
bank and Young Pecan Company, a pecan processing and marketing
partnership in which Gold Kist holds a 25% equity interest and
35% earnings (loss) allocation.  At July 1, 2000, the amounts
outstanding under this facility were $70.3 million.

  Gold Kist is a guarantor of a $6.0 million secured loan
agreement between a commercial bank and Scott G. Williams, a
fertilizer additive manufacturer and marketer, in which Gold
Kist holds a 50% equity interest.  At July 1, 2000, the
amounts outstanding under this facility were $5.2 million.

  Gold Kist received proceeds in prior years for
collateralized loans sold with recourse to an insurance
company, of which $9.0 million was outstanding at July 1,
2000.  No gain or loss was recognized on the sale of these
loans.

(10) Investments

  (a)  Marketable Equity Security

       At June 27, 1998, the Association's marketable equity
     security was carried at its fair value of $62.4 million,
     which represents a gross unrealized gain of $41.7 million.
     The 1998 gross unrealized gain, net of deferred taxes of
     $14.6 million, has been reflected as a separate component
     of patrons' and other equity. At June 26, 1999, the
     Association's marketable equity security was carried at
     its fair value of $50.0 million, which represents a gross
     unrealized gain of $29.3 million.  The 1999 gross unrealized
     gain, net of deferred taxes of $10.2 million, has been
     reflected as a separate component of patrons' and other
     equity.  At July 1, 2000, the Association's marketable
     equity security was carried at its fair value of $34.2
     million, which represents a gross unrealized gain of
     $13.5 million.  The 2000 gross unrealized gain, net of
     deferred income taxes of $4.7 million, has been reflected
     as a separate component of patrons' and other equity.

        Dividends of $625 thousand, $656 thousand and $690
     thousand are included in miscellaneous, net for the years
     ended June 27, 1998, June 26, 1999 and July 1, 2000,
     respectively.

  (b)  Golden Peanut Company

       Gold Kist has a 25% interest in Golden Peanut Company,
     LLC and subsidiaries (Golden Peanut).  Gold Kist's
     investment in Golden Peanut amounted to $19.7 million
     and $14.2 million at June 26, 1999 and July 1, 2000,
     respectively.  In 1999 and 2000, Gold Kist made additional
     investments of $1.9 million and $1.2 million,


                        GOLD KIST INC.
       Notes to Consolidated Financial Statements, Continued
                 (Dollar Amounts in Thousands)

         respectively.   In 1998, 1999 and 2000, Gold Kist
     received distributions of $5.8 million, $5.1 million and
     $2.3 million, respectively, from Golden Peanut.  Golden
     Peanut has a $450 million commercial paper facility
     supported by annual and seasonal backup lines of credit
     with various banks.   At July 1, 2000, borrowings of
     $190.5 million were outstanding under the commercial
     paper facility.

     Summarized financial information of Golden Peanut is
shown below:
<TABLE>
             Condensed Consolidated Balance Sheets
<CAPTION>
                                                    1999      2000
     <S>                                          <C>        <C>
     Current assets                               $222,115   254,664
     Property, plant and equipment, net
       and other noncurrent assets                  37,246    65,979
       Total assets                               $259,361   320,643
     Current liabilities                          $186,740   236,918
     Accrued postretirement benefits other
       than pensions                                7,230      8,394
     Other noncurrent liabilities                   4,511      7,434
     Members' equity                                60,880    67,897
       Total liabilities and members' equity      $259,361   320,643
</TABLE>
<TABLE>
Condensed Consolidated Statements of Operations
<CAPTION>
                                        1998       1999       2000
     <S>                              <C>         <C>        <C>
     Net sales and other
       operating income               $436,615    447,676    468,372
     Costs and expenses                423,510    445,296    478,059
       Net earnings (loss)            $ 13,105      2,380     (9,687)
</TABLE>

         In 1998, Gold Kist received $2.1 million in rental
     income from Golden Peanut under an operating lease
     agreement for peanut shelling and procurement facilities.
     Beginning in 1999 annual rent payments to Gold Kist were
     reduced to $1.00.  Gold Kist received procurement
     commissions, royalties and administrative service fees of
     $2.5 million, $1.2 million and $.8 million in 1998, 1999
     and 2000, respectively.  In addition, Gold Kist purchased
     $1.7 million of inventory from Golden Peanut in 1998.

(11) Discontinued Operations

   The Company's Agri-Services segment purchased or
manufactured feed, seed, fertilizers, pesticides, animal
health products and other farm supply items for sale at
wholesale and retail.  Additionally, the Agri-Services segment
was engaged in the processing, storage and marketing of
cotton, served as a contract procurement agent for, and
stored, farm commodities such as soybeans and grain.  In May
1998, the Gold Kist Board of Directors adopted a plan to
discontinue operations of the Agri-Services segment.

   In July 1998, Gold Kist entered into an Asset Purchase
Agreement, pursuant to which the Company agreed to sell and
assign the assets and certain of the liabilities of the
Company's agricultural inputs businesses (see note 1).  In
August 1998, the Company entered into an agreement to sell or
assign the cotton marketing operation's purchases and sales
commitments for the 1998 cotton crop.

   Accordingly, the operating results of the Agri-Services
segment, including provisions for losses during the phase-out
period, have been segregated from continuing operations and
reported separately in the consolidated statements of
operations and cash flows for 1998 and 1999.  Net sales volume
of the Agri-Services segment was $720.0 million and $153.9
million,


                    GOLD KIST INC.
   Notes to Consolidated Financial Statements, Continued
             (Dollar Amounts in Thousands)


respectively, in 1998 and 1999.  Gold Kist has allocated
interest expense to Agri-Services segment based upon net
operating assets employed at interest rates that approximate
market.  Interest expense charged to the Agri-Services segment
for 1998 and 1999 was $20.8 million and $4.5 million,
respectively.

   In October 1998, the Association completed the sale of
assets of the Inputs business to Southern States.  Proceeds of
$218.3 million from the sale represented an amount equal to
$39.9 million  plus 100% of estimated net current asset value
less the remaining obligations under an industrial development
bond and a lease obligation assumed by Southern States.  Also,
the proceeds reflected a $10.0 million hold back deduction
provided for in the asset purchase agreement.

   In connection with the sale of assets transaction, Southern
States delivered to the Association a post-closing statement
of net asset value (the "Post-Closing Valuation") prepared
pursuant to the terms of the purchase agreement. The
Association subsequently objected to Southern States' Post-
Closing Valuation principally with regard to the valuation of
accounts and crop notes receivable.  In order to resolve the
post-closing valuation, the Association agreed in September
1999 to repurchase from Southern States approximately $34.5
million of accounts and crop notes receivable.  The agreement
resulted in a final settlement payment to Southern States of
approximately $21.2 million in September 1999.

   In order to complete the transaction, the Association
committed to purchase from Southern States, subject to certain
terms and conditions, up to $100 million principal amount of
preferred securities if Southern States was unable to market
the securities to other purchasers.  In October 1999, the
Company purchased for $98.6 million the $100 million principal
amount of preferred securities as required under the
commitment.  The preferred securities carry an initial
weighted average dividend rate of 7.8%.  Gold Kist is
permitted to sell the preferred securities, which are
classified as investments in the accompanying consolidated
balance sheet, pursuant to applicable securities regulations.


Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure.

          Not Applicable.


                           PART III


Item 10.  Directors and Executive Officers of the Registrant.

     The Directors of Gold Kist are:
<TABLE>
<CAPTION>
                                                                 Years
                                                       Term      Served as
Name                Age       Office                   Expires   Director
                    (as of
                    8/30/00)
<S>                 <C>       <C>                      <C>       <C>
W. A. Smith              41   Director (District 1)    2001      2

Herbert A. Daniel, Jr.   48   Director (District 2)    2001      5

Douglas A. Reeves        59   Director (District 3)    2000      6 months

James E. Brady, Jr.*     64   Director (District 4)    2002      16

W. Kenneth Whitehead     56   Director (District 5)    2002      7

Dan Smalley*             51   Director (District 6)    2002      15

A. Jack Nally*           57   Director (District 7)    2000      9

M. Michael Davis         49   Director (District 8)    2000      6

Phil Ogletree, Jr.       67   Director (District 9)    2001      23
</TABLE>


*   Member of Board of Directors Executive Committee.  Mr.
Smalley serves as Chairman of the Board of Directors, and Mr.
Brady serves as Vice-Chairman of the Board.

    The Directors of Gold Kist are elected on a district
representation basis.  The districts are redrawn from time to
time by the Board of Directors, under provisions of the By-
Laws of Gold Kist, to provide for equitable representation of
members in the territory served by Gold Kist.  During the past
five years, each of the Directors has owned and managed
substantial farming operations, producing such agricultural
products as peanuts, cotton, soybeans, corn, other grains,
peaches, vegetable crops, cattle, poultry and dairy products.
While the size and types of products produced on, and
personnel employed at, each of the Director's farms varies,
each Director's business activities have been related
primarily to small agribusiness enterprises. There are no
family relationships among any of the Directors and executive
officers.

The Executive Officers of Gold Kist are:

<TABLE>
<CAPTION>
                                                   Years        Years
                                                   Served        Served
                                                   In that       with
    Name       Age       Office                    Office        Gold Kist
               (as of                              (as of        (as of
               8/30/00)                            8/30/00)      8/30/00)
<S>            <C>       <C>                       <C>           <C>
G. O. Coan*         64   Chief Executive Officer,      5         41
                          and Chairman of the
                         Management Executive
                         Committee
John Bekkers*       55   President and Chief           5         15
                         Operating Officer
M. A. Stimpert      56   Senior Vice President,        4         17
                         Planning and Administration
Stephen O. West     54   Chief Financial Officer and   2         20
                         Treasurer
J. David Dyson      53   General Counsel, Vice         2         20
                         President and Secretary
Paul G. Brower      61   Vice President                21        21
                         Corporate Relations
Jerry L. Stewart    60   Vice President                19        37
                         Marketing and Sales
Donald W. Mabe      46   Vice President                3         15
                         Operations
Marshall Smitherman 58   Vice President                2         21
                         Purchasing
John K. McLaughlin  62   Vice President Pork and       2         16
                         Aquaculture
Allen C. Merritt    54   Vice President, Science       2         28
                         and Technology
Harry T. McDonald   55   Vice President,               5 months  3
                         Human Resources
W. F. Pohl, Jr.     50   Controller                    18        24
</TABLE>


*Member of Management Executive Committee

     The officers serve for terms of one year and until their
successors are elected by the Board of Directors.
     During the past five years, the principal occupation of
each of the above named executive officers, with exception of
Michael A. Stimpert, Donald W. Mabe, Marshall Smitherman, and
Harry T. McDonald has been as an officer or employee of Gold
Kist.
     Mr. Michael A. Stimpert was elected Senior Vice
President, Planning and Administration, effective April 1,
1996.  He previously served as Vice President from January 1,
1996 until election to his current position.  From December
19, 1986 until January 1996, Mr. Stimpert served as Executive
Vice President of Golden Peanut Company, a peanut processing
and marketing company headquartered in Atlanta, Georgia.  Mr.
Stimpert was employed by Gold Kist Inc. from June 1974 until
December 1986 in a variety of positions, including Group Vice
President, Agricommodities Group and Group Vice President,
AgriProducts Group.
     Mr. Donald W. Mabe  was elected Vice President -
Operations, Poultry Group, effective July 25, 1997.  He
previously served as President of Carolina Golden Products
Company from January 1991 until  election to his current
position.
     Mr. Marshall Smitherman was elected Vice President,
Purchasing Division, effective October 1998.  He previously
served as Vice President, Cotton Division from July 1997 until
election to his current position and as Manager, Cotton
Division from February 1995 until July 1997.  From 1988, until
rejoining the Association in 1995, he was a grain broker
located in Atlanta, Georgia.
     Mr. Harry T. McDonald was elected Vice President, Human
Resources, effective April 2000.  He previously served as
director of Management Systems for the Gold Kist Poultry Group
from September 1997 until election to his current position.
From August 1, 1996 through August 1, 1997, he served as
President of Claxton Poultry, an integrated poultry company
headquartered in Claxton, Georgia.  Mr. McDonald also served
as president of the poultry division of Seaboard Farms,
headquartered in Shawnee Mission, Kansas, from March 1990
through June 1996.

Item 11.  Executive Compensation.

     Summary Compensation Table.  The following table sets
forth information concerning the compensation received by the
Chief Executive Officer and for each of the four other most
highly compensated executive officers:

<TABLE>
<CAPTION>
                         Annual compensation
                                                            Other
                                                            annual    All other
                         Fiscal                             compensa- compensa-
                         year           Salary    Bonus     tion(1)   tion(2)
                         ended          ($)       ($)       ($)       ($)
<S>                      <C>            <C>       <C>       <C>       <C>

G. O. Coan               July 1, 2000   $619,231  $     0   $3,532    $12,144
 Chief Exec. Officer and June 26, 1999   493,269  525,000    3,304      8,203
 Chairman of the Manage- June 27, 1998   475,000        0    2,211      9,786
 ment Executive Committee

John Bekkers             July 1, 2000   $440,385  $     0  $14,258     $9,251
 President and Chief     June 26, 1999   386,538  450,000   10,218      5,253
 Operating Officer       June 27, 1998   347,500        0    5,757      7,186

M. A. Stimpert           July 1, 2000   $269,231  $     0   $9,376    $10,313
 Senior Vice President,  June 26, 1999   230,577  200,000    9,041      5,959
 Planning & Admin.       June 27, 1998   204,615        0    5,812      7,518

Jerry L. Stewart         July 1, 2000   $227,519  $     0  $10,181     $9,772
 Vice President          June 26, 1999   182,500  175,000    8,035      5,710
 Marketing and Sales     June 27, 1998   182,231        0    4,767      7,270

Donald W. Mabe           July 1, 2000   $186,154  $     0   $5,918     $6,500
 Vice President          June 26, 1999   151,569  168,000    3,505      2,082
 Operations              June 27, 1998   132,233        0    2,267      3,018
</TABLE>

_______________________________
(1)The amounts shown for the fiscal years ended June 26, 1999
  and June 27, 1998 set forth that portion of interest earned
  on voluntary salary and bonus deferrals under non-qualified
  deferred compensation plans above 120% of the applicable
  federal rate.  Other than such amounts, for the fiscal years
  ended July 1, 2000, June 26, 1999, and June 27, 1998, no
  amounts of "Other Annual Compensation" were paid to any of
  the above named executive officers, except for perquisites
  and other personal benefits which for each executive officer
  did not exceed the lesser of $50,000 or 10% of such
  individual's salary plus annual bonus.
(2)The amounts set forth include the following amounts that
  were contributed by the Association for fiscal years 2000,
  1999, and 1998 on behalf of the named executive officers
  pursuant to the Gold Kist Profit Sharing and Investment Plan
  (401K Plan) and the Company's Executive Defined Contribution
  Plan, both qualified defined contribution plans:  Mr. Coan -
  $5,100, $960, and $2,400, respectively, Mr. Bekkers -
  $5,100, $975, and $2,814, respectively; Mr. Stimpert -
  $5,349, $1,065, and $2,450, respectively; Mr. Stewart -
  $5,156, $960, and $2,422, respectively; and Mr. Mabe $5,318,
  $909, and $1,857, respectively.  In addition, the amounts
  set forth include for fiscal years 1998, 1999, and 2000, the
  following amounts which represent the value of the named
  executive officer's benefit from premiums paid by the
  Association under a split dollar life insurance plan for the
  named executive officers:  Mr. Coan - $7,386, $7,243, and
  $7.044, respectively; Mr. Bekkers - $4,372, $4,278, and
  $4,151, respectively; Mr. Stimpert - $5,068, $4,894, and
  $4,694, respectively; Mr. Stewart - $4,848, $4,750, and
  $4,616, respectively; and Mr. Mabe $1,161, $1,173, and
  $1,182, respectively.  The Association uses the modified
  premium method in determining the portion of each premium
  dollar attributable to the named executive officers.  The
  Association will recover the cost of premium payments from
  the cash value of the policies.

Retirement Plans.  Through December 31, 1999, Gold Kist
maintained two noncontributory retirement plans, one for
salaried employees and the other for hourly employees, which
together covered substantially all employees who have served
at least one year with Gold Kist, including those employees
subject to collective bargaining agreements.  The plan for
salaried employees was amended in 1984 to delete the one year
waiting period for credited service.  For salaried employees,
the plan provided a retirement benefit after 30 years of
credited service at age 65, which, when combined with the
portion of the employee's primary Social Security benefit
attributable to his/her employer's contributions, would equal
45% of his/her average earnings during the period of five
years in which he/she had the highest earnings in the last ten
years of employment immediately preceding attainment of age
65, or if retired before age 65, in the last ten years
immediately preceding early retirement.  This plan also
provided an early retirement benefit after age 55, with no
reduction in benefit entitlement due to age, when the sum of
the employee's age and years of service equal or exceed 90.
The benefit entitlement is reduced in either case for each
year of credited service less than 30 years.  For hourly
employees who work for Gold Kist until age 65, the plan
provided a monthly pension benefit equal to $9.00 for each
year of plan participation, payable at age 65; early
retirement was permitted after age 55 at reduced benefit
levels.  The plans contained a death benefit for the surviving
spouse of an active employee (who had at least five years
credited service or was at least 55 years old at the time of
death) which equals 50% of the deceased employee's accrued
retirement income benefit.  Accrued benefits under the plans
vested after the employee attains five years of service or at
age 55, and the minimum pension benefit at age 65 was $9.00
per month for each year of credited service.  Amounts
contributed for specific individuals under Gold Kist's
retirement income plan for salaried employees cannot be
readily determined.  For the plan year ended December 31,
1999, the Association made a contribution of $191,000 to the
pension plan for hourly employees.  Due to the full funding
limitation of the Internal Revenue Service, the Association
was not permitted to make a tax-deductible contribution to the
retirement income plan for salaried employees for the plan
year ended December 31, 1999.

Effective January 1, 2000, the Company merged the assets of
the Salaried Employee Retirement Income Plan and the Hourly
Employee Pension Plan, creating one pension fund, the Gold
Kist Pension Plan, with separate benefit formulas for salaried
and hourly employees.  Also effective January 1, 2000, the
Company increased retirement income benefits payable to
salaried retirees and hourly retirees.  The Plan now provides
salaried employees a pension benefit after thirty (30) years
of credited service at age 65, which, when combined with a
portion of the employee's primary Social Security benefit
attributable to the employer's contributions, will equal fifty
percent (50%) (formerly forty-five percent) of the employee's
average earnings during the period of five years in which the
employee had the highest earnings in the last ten years of
employment immediately preceding attainment of age 65, or if
retired before age 65, in the last ten years immediately
preceding early retirement.  For hourly employees who work for
Gold Kist until age 65, the Plan provides a monthly pension
benefit equal to $11.00 (formerly $9.00) per month for each
year of Plan participation payable at age 65.  The Plan
provides early retirement benefits for salaried and hourly
employees after age 55 and contains a death benefit for the
surviving spouse of an active employee (who had at least five
(5) years credited service or was at least age 55 at the date
of death) which equals fifty percent (50%) of the deceased
employee's accrued retirement income benefit.  Accrued
benefits under the Plans vest after the employee attains five
(5) years of service or at age 55.

Estimated annual benefits payable upon retirement at normal
retirement age (65 years) to persons in specified years of
service and remuneration classifications, before offset of
Social Security benefits, are illustrated in the following
table:

<TABLE>
<CAPTION>
               Estimated Annual Benefits For Years of Service Indicated

Remuneration   10 Years  15 Years  20 Years  25 Years  30 Years or More

<S>            <C>       <C>       <C>       <C>       <C>
$ 30,000       $ 5,000   $ 7,500   $10,000   $12,500   $15,000
$100,000        16,667    25,000    33,333    41,667    50,000
$150,000        25,000    37,500    50,000    62,500    75,000
</TABLE>


     For years after 1993, the maximum annual amount of
compensation that can be used for determining an individual's
benefit under a qualified plan is $150,000.

    The plan covers the compensation set forth in the columns
entitled "Salary" and "Bonus" in the Summary Compensation
Table.  The credited years of service as of December 31, 1999,
under the retirement income plan for the five executive
officers listed in the summary compensation table are as
follows:  Mr. Coan (30); Mr. Bekkers (15); Mr. Stimpert (26);
Mr. Stewart (30); and Mr. Mabe (15).

     A Supplemental Executive Retirement Plan has been adopted
by the Association whereby Gold Kist makes supplemental
payments to certain employees under a non-qualified deferred
compensation plan to make up for any reduction in such
employees' retirement income under the Gold Kist salary
retirement plan resulting from restrictions placed on
qualified retirement plans under Section 415 of the Internal
Revenue Code of 1986, as amended.  Such restrictions limit the
amount of benefits payable in qualified retirement plans with
respect to the percentage of final pay to which such employees
would be otherwise entitled upon retirement.  All vested
amounts accrued under the Plan have been funded in a trust
which is secure against all contingencies except a bankruptcy
of the Association.  The following table shows the estimated
annual benefits payable upon retirement at normal retirement
age (65) to persons in specified years of service and
remuneration classifications, before offset of Social Security
benefits and without restriction imposed by the Internal
Revenue Code.  The amounts shown in the table would be reduced
by the amounts payable pursuant to the Gold Kist Retirement
Plan for Salaried Employees.

<TABLE>
<CAPTION>
     Estimated Annual Benefits For Years of Service Indicated

Remuneration   10 Years  15 Years  20 Years  25 Years  30 Years or More
<S>            <C>       <C>       <C>       <C>       <C>
$100,000       $ 16,667  $ 25,000  $ 33,333  $ 41,667  $ 50,000
$150,000         25,000    37,500    50,000    62,500    75,000
$200,000         33,333    50,000    66,667    83,333   100,000
$250,000         41,667    62,500    83,333   104,167   125,000
$350,000         58,333    87,500   116,667   145,833   175,000
$500,000         83,333   125,000   166,667   208,333   250,000
$750,000        125,000   187,500   250,000   312,500   375,500
$850,000        141,667   212,500   283,333   354,167   425,000
</TABLE>

     Covered compensation, computation of the average final
compensation, and credited years of service for the five
executive officers listed in the summary compensation table
are the same as that set forth in the foregoing description of
the Gold Kist Retirement Plan for Salaried Employees.

     In addition to the retirement benefits provided by its
qualified and nonqualified retirement plans, Gold Kist has
contracted to provide certain key employees with compensation
benefits after normal retirement.  These benefits, known as
the Management Deferred Compensation Plan, are paid monthly
following retirement in an annual amount equal to 25% of the
average annual salary for the ten year period immediately
prior to retirement.  These benefits are payable, depending on
the contract, for a 10 or 15 year period following retirement
to a former key employee or his designated beneficiary.  All
vested amounts accrued under the plan have been funded in a
trust which is secure against all contingencies except a
bankruptcy of the Association.  Estimated annual benefits
payable under the Management Deferred Compensation Plan would
be based upon the following average annual salary of the
eligible named executives for the ten year period ended as of
July 1, 2000: Mr. Coan - $348,467; Mr. Bekkers - $205,096; Mr.
Stimpert - $165,994; and Mr. Stewart - $158,815.

     Change in Control Plans.  Under the Gold Kist officers
contingency plan, the Association has entered into identical
change in control agreements with each officer, including the
five executive officers named in the cash compensation table.
Each change in control agreement provides that following a
change in the control of the Association (as defined in the
agreements), if the officer's employment with the Association
terminates within two years after the change in control (but
prior to the officer's reaching age 65), the officer will be
entitled to receive a severance payment calculated by
determining the "Base Severance Amount" as follows:

        (1)        if the officer is age 60 or younger at the
        time of termination of his employment, the amount
        equal to the officer's compensation paid by the
        Association for the five full calendar years ending
        before the date of the change in control, or

        (2)        if the officer is older than age 60 at the
        time of his termination of employment, the amount
        equal to the officer's average annual compensation
        paid by the Association for the lesser of five full
        calendar years or the full calendar years of service
        with the Association ending before the change in
        control, multiplied by the number of years and
        fractions thereof remaining until the officer's 65th
        birthday.

The Base Severance Amount is to be adjusted for those officers
with less than 15 years of service by prorating the Base
Severance Amount with the numerator being the number of
completed calendar years of service and the denominator being
15.  However, the minimum any terminated officer would receive
would be one and one-half times the average annual
compensation paid by the Association for the actual number of
full calendar years worked, if less than five, or the annual
salary amount for an officer who has worked less than one
calendar year.  The severance payment will include an
additional amount equal to any excise tax under Section 4999
of the Internal Revenue Code of 1986 incurred by the officer,
plus all federal, state and local income taxes incurred by the
officer with respect to receipt of the additional amount.
Additionally, under such contracts, medical benefits would
remain available to current and retired officers on the same
basis as is provided at the time of a change in control.  The
Association has agreed to pay all legal fees and expenses
incurred by an officer in the pursuit of the rights and
benefits provided by the change in control agreement.  The
Association has entered into similar change in control
agreements with each director of Gold Kist.  As of July 1,
2000, no contingencies have occurred which would require the
implementation of the provisions of the change in control
agreements, and no payments or other benefits have been
provided to the five executive officers named in the summary
compensation table or to the directors.

   Director Compensation.  The By-Laws of Gold Kist provide
that the Directors shall be compensated for their services and
reimbursed for their expenses, as determined by the Board of
Directors.  Currently the Directors receive no compensation
other than an annual retainer paid at the rate of $20,000 per
year, with the Chairman receiving $21,500.  Directors and
Directors Emeriti receive a per diem of $250 with a $500
minimum, plus expenses incurred while traveling to and from
and attending meetings of the Board of Directors or other
official meetings or conferences.  Pursuant to separate
agreements, Gold Kist has arranged to provide life insurance
benefits to qualifying directors emeriti and to make available
health insurance and other medical benefits for Gold Kist
directors and directors emeriti as are available to employees
of Gold Kist from time to time pursuant to the Association
group insurance program.

   Compensation Committee Interlocks and Insider
Participation.  Directors Dan Smalley, James E. Brady, Jr.,
and A. Jack Nally serve as members of the Association's
Compensation Committee.

Item 12.  Security Ownership of Certain Beneficial Owners and
          Management.

   Not Applicable.

Item 13.  Certain Relationships and Related Transactions.

   The Directors of Gold Kist are members of the Association
and, during the fiscal year ended July 1, 2000, have had
dealings in the ordinary course of business with Gold Kist as
purchasing or marketing patrons.  See Business (and
Properties) -- Patronage Refunds.



                           PART IV


Item 14.  Exhibits, Financial Statement Schedules, and Reports
          on Form 8-K.


      (a)1. Index to Consolidated Financial Statements

            Consolidated Financial Statements:

                Independent Auditors' Reports

                Consolidated Balance Sheets--June 26, 1999 and
                July 1, 2000

                Consolidated Statements of Operations-Years
                Ended June 27, 1998, June 26, 1999 and
                July 1,2000

                Consolidated Statements of Patrons' and Other
                Equity and Comprehensive Income (Loss)-Years
                Ended June 27, 1998, June 26, 1999 and July 1,
                2000

                Consolidated Statements of Cash Flows-Years
                ended June 27, 1998, June 26, 1999 and
                July 1, 2000

                Notes to Consolidated Financial Statements

      (a)2.Financial Statement Schedules:

           Gold Kist Inc.

           Financial Statement Schedule:

           II.  Valuation and Qualifying Accounts--Years Ended
                June 27, 1998, June 26, 1999 and July 1, 2000


<TABLE>
                                    GOLD KIST INC.

                 Schedule II - Valuation Reserves and Qualifying Accounts

                             (Dollar Amounts in Thousands)

<CAPTION>
   COLUMN A            COLUMN B        COLUMN C            COLUMN D    COLUMN E
                                       Additions
                      Balance at  Charged to   Charged                  Balance
                      Beginning  Cost and      To Other                 At End
   Description        Of Period  Expenses      Accounts    Deductions  Of Period
<S>                     <C>         <C>            <C>       <C>         <C>
Deducted in the con-
solidated balance
sheets from the asset
to which it applies:

Allowance for doubtful
accounts:

 June 27, 1998          $1,426      1,975          -         288 (A)     3,113

 June 26, 1999           3,113        786          -         638 (A)     3,261

 July 1, 2000            3,261      2,389          -       1,609 (A)     4,041

   (A)  Represents accounts written off.


Allowance for deferred tax
 assets valuation:

 June 27, 1998           1,078         58 (B)      -           -         1,136

 June 26, 1999           1,136          -          -         516 (C)       620

 July 1, 2000              620          -          -         377 (C)       397


   (B)  Represents establishment of allowance for net operating loss deductions
        not available for state income tax purposes.

   (C)  Represents estimate of net operating loss deductions that are realizable.
</TABLE>


a)3.  Exhibits - Index of Exhibits

   Exhibits designated as previously filed with the
   Commission in the Index of Exhibits, below, are
   incorporated by reference into this Report.

<TABLE>
<CAPTION>

Designation
of Exhibit                                   Document with Which      Designation
in this                                      Exhibit Was Previously   of such Exhibit
 Report        Description of Exhibit        Filed with Commission    in that Document
<S>            <C>                           <C>                      <C>

B-2       Agreement of Merger, dated as of   Amendment to Schedule    Exhibit 3
          April 22, 1997, among              13D filed April 25, 1997
          Golden Poultry Company, Inc.,
          Gold Kist Inc., Agri International,
          Inc. and Golden Poultry Acquisition
          Corp.

B-3(a)    Restated and Amended               Annual Report on Form    Exhibit B-3(a)
          Articles of Incorpo-               10-K for the Fiscal
          ration of Registrant               Year ended June 26, 1993

B-3(b)    Current By-Laws of                 Annual Report on Form    Exhibit B-3(b)
          Registrant, as amended             10-K for the Fiscal
          Year ended June 28, 1997

B-4(a)(1) Form of Indenture, dated           Registration filed on    Exhibit 4(a)(2)
          as of September 1, 1979,           Form S-1 (Registration
          governing the terms of the         No. 2-65587)
          Fifteen Year Subordinated
          Capital Certificates of
          Interest (Series B), including
          therein a table of contents
          and cross-reference sheet

B-4(a)(2) Form of First Supplemental         Registration filed on    Exhibit 4(a)(4)
          Indenture, dated as of             Form S-1 (Registration
          September 1, 1980, governing       No. 2-69267)
          the terms of the Fifteen
          Year Subordinated Capital
          Certificates of Interest
          (Series C)

B-4(a)(3) Form of Second Supplemental        Registration filed on    Exhibit 4(a)(5)
          Indenture, dated as of             Form S-2 (Registration
          September 1, 1982, governing       No. 2-79538)
          the terms of the Fifteen
          Year Subordinated Capital
          Certificates of Interest
          (Series D)

B-4(b)(1) Form of Indenture, dated           Registration filed on    Exhibit 4(b)(2)
          as of September 1, 1979,           Form S-1 (Registration
          governing the terms of             No. 2-65587)
          the Ten Year Subordinated
          Capital Certificates of
          Interest (Series B),
          including a table of contents
          and cross-reference sheet

B-4(b)(2) Form of First Supplemental         Registration filed on    Exhibit 4(b)(4)
          Indenture, dated as of             Form S-1 (Registration
          September 1, 1980, governing       No. 2-69267)
          the terms of the Ten Year
          Subordinated Capital
          Certificates of Interest
          (Series C)

B-4(b)(3) Form of Second Supplemental        Registration filed on    Exhibit 4(b)(5)
          Indenture, dated as of             Form S-2 (Registration
          September 1, 1982, governing       No. 2-79538)
          the terms of the Ten Year
          Subordinated Capital
          Certificates of Interest
          (Series D)

B-4(c)    Form of Indenture, dated as        Registration filed on    Exhibit 4(c)
          of September 1, 1985,              Form S-2 (Registration
          governing the terms of the         No. 33-428)
          Seven Year Subordinated
          Capital Certificates of
          Interest (Series A), including
          therein a table of contents,
          cross-reference sheet, and
          form of Seven Year Subordinated
          Capital Certificates of Interest

B-4(d)(1) Form of Indenture, dated           Registration filed on    Exhibit 4(c)(2)
          as of September 1, 1979,           Form S-1 (Registration
          governing the terms of the         No. 2-65587)
          Five Year Subordinated
          Capital Certificates of
          Interest (Series A),
          including therein a table
          of contents and cross-
          reference sheet

B-4(d)(2) Form of First Supplemental         Registration filed on    Exhibit 4(d)(2)
          Indenture, dated as of             Form S-1 (Registration
          September 1, 1980, governing       No. 2-69267)
          the terms of the Five Year
          Subordinated Capital Certifi-
          cates of Interest (Series B)

B-4(d)(3) Form of Second Supplemental        Registration filed on    Exhibit 4(d)(3)
          Indenture, dated as of             Form S-2 (Registration
          September 1, 1982, governing       No. 2-79538)
          the terms of the Five Year
          Subordinated Capital Certifi-
          cates of Interest (Series C)

B-4(e)    Form of Indenture, dated as of     Registration filed on    Exhibit 4(f)(2)
          September 1, 1985, governing       Form S-2 (Registration
          the terms of the Three Year        No. 33-428)
          Subordinated Capital Certifi-
          cates of Interest (Series A),
          including therein a table of
          contents, cross-reference
          sheet, and form Capital
          Certificates of Interest

B-4(f)    Form of Indenture, dated           Registration filed on    Exhibit 4(g)
          September 1, 1980, governing       Form S-1 (Registration
          the terms of the Two Year          No. 2-69267)
          Subordinated Capital Certifi-
          cates of Interest (Series A),
          including therein a table of
          contents and cross-reference
          sheet

B-4(g)(1) Form of Indenture, dated as of     Registration filed on    Exhibit 4(h)(1)
          September 1, 1985, governing       Form S-2 (Registration
          the terms of the One Year          No. 33-428)
          Subordinated Large Denomi-
          nation Loan Certificate
          (Series A), including therein
          a table of contents, cross-
          reference sheet, and form of
          One Year Subordinated Large
          Denomination Loan Certificates

B-4(g)(2) Form of Indenture, dated as of     Registration filed on    Exhibit 4(d)(2)
          September 1, 1979, governing       Form S-1 (Registration
          the terms of the One Year          No. 2-65587)
          Subordinated Loan Certificates
          (Series B), including therein
          a table of contents and
          cross-reference sheet

B-4(g)(3) Form of First Supplemental         Registration filed on    Exhibit 4(f)(2)
          Indenture, dated as of             Form S-1 (Registration
          September 1, 1980, governing       No. 2-69267)
          the terms of the One Year
          Subordinated Loan Certificates
          (Series C)

B-4(h)    Agreement to furnish copies        Registration filed on    Exhibit 4(h)
          of constituent instruments         Form S-1 (Registration
          defining the rights of the         No. 2-59958)
          holders of certain industrial
          revenue bonds

B-4(i)(1) Multiple Advance Term Loan         Annual Report on Form    Exhibit B-4(i)1
          Supplement with CoBank, ACB        10-K for the Fiscal Year
          dated as of September 1, 1997      Ended June 26, 1999

B-4(i)(2) Note Agreement with the            Registration filed on    Exhibit 4(l)(6)
          Prudential Insurance Company       Form S-2 (Registration
          of America, dated as of            No. 33-42900)
          June 3, 1991

B-4(i)(3) Amendment dated as of June 26,     Registration filed on    Exhibit 4(l)(7)
          1992, to Note Agreement with       Form S-2 (Registration
          the Prudential Insurance Company   No. 33-52268)
          of America

B-4(i)(4) Amendment dated July 14, 1993,     Registration filed on    Exhibit 4(l)(8)
          to Note Agreement with the         Form S-2 (Registration
          Prudential Insurance Company of    No. 33-69204)
          America

B-4(i)(5) Note Purchase and Private Shelf    Registration filed on    Exhibit 4(j)(9)
          Agreement, dated as of February    Form S-2(Registration
          11, 1997, with the Prudential      No. 333-36291)
          Insurance Company of America

B-4(i)(6) Amendment dated May 13, 1997       Registration filed on    Exhibit 4(j)(10)
          to Note Agreement dated            Form S-2 (Registration
          as of June 3, 1991 with the        No. 333-36291)
          Prudential Insurance Company of
          America; and Note Purchase and
          Private Shelf Agreement with the
          Prudential Insurance Company of
          America

B-4(i)(7) Amendment dated September 5, 1997
          to Note Agreement dated
          as of June 3, 1991 with the
          Prudential Insurance Company of
          America; and Note Purchase and
          Private Shelf Agreement with the
          Prudential Insurance Company of
          America

B-4(i)(8) Amendment dated October 13, 1998
          to Note Agreement dated
          as of June 3, 1991 with the
          Prudential Insurance Company of
          America; and Note Purchase and
          Private Shelf Agreement with the
          Prudential Insurance Company of
          America

B-4(i)(9) Amendment dated June 7, 1999
          to Note Agreement dated
          as of June 3, 1991 with the
          Prudential Insurance Company of
          America; and Note Purchase and
          Private Shelf Agreement with the
          Prudential Insurance Company of
          America

B-4(i)(10)Amendment dated January 21, 2000
          to Note Agreement dated
          as of June 3, 1991 with the
          Prudential Insurance Company of
          America; and Note Purchase and
          Private Shelf Agreement with the
          Prudential Insurance Company of
          America

B-4(i)(11)Amendment dated March 23, 2000
          to Note Agreement dated
          as of June 3, 1991 with the
          Prudential Insurance Company of
          America; and Note Purchase and
          Private Shelf Agreement with the
          Prudential Insurance Company of
          America

B-10(a)   Form of Deferred Compensation      Registration filed on    Exhibit 11(d)
          Agreement between Gold Kist        Form S-1 (Registration
          Inc. and certain executive         No. 2-59958)
          officers*

B-10(b)(1)Gold Kist Management Bonus         Registration filed on    Exhibit 10(b)
          Program*                           Form S-1 (Registration
                                             No. 2-69267)

B-10(b)(2)Amended Gold Kist Management       Registration filed on    Exhibit 10(b)(2)
          Bonus Program*                     Form S-2 (Registration
                                             No. 2-79538)

B-10(b)(3)Form of Gold Kist Supplemental     Registration filed on    Exhibit 10(b)(3)
          Executive Retirement Income        Form S-2 (Registration
          non-qualified deferred             No. 33-9007)
          compensation agreement between
          Gold Kist and certain execu-
          tive officers and Resolution
          of Gold Kist Board of Directors
          authorizing the Supplemental
          Executive Retirement Plan*

B-10(b)(4)Resolution of Gold Kist Board      Registration filed on    Exhibit 10(b)(4)
          of Directors authorizing the       Form S-2 (Registration
          Gold Kist Special Award Plan*      No. 33-9007)

B-10(b)(5)Form of Gold Kist Executive's      Registration filed on    Exhibit 10(b)(5)
          Change in Control Agreement        Form S-2 (Registration
          between Gold Kist and certain      No. 33-31164)
          officers and resolution of
          Gold Kist Board of Directors
          authorizing the Officers
          Contingency Plan*

B-10(b)(6)Form of Directors Change           Registration filed on    Exhibit 10(b)(6)
          in Control Agreement               Form S-2 (Registration
          between Gold Kist and              No. 33-36938
          Directors of Gold Kist*

B-10(b)(7)Form of Director                   Registration filed on    Exhibit 10(b)(7)
          Emeritus Life Benefits             Form S-2 (Registration
          Agreement*                         No. 33-36938)

B-10(b)(8)Form of Director Emeritus          Registration filed on    Exhibit 10(b)(8)
          Agreement for Medical Benefits*    Form S-2 (Registration
                                             No. 33-36938)

B-10(b)(9)Gold Kist Executive Savings        Registration filed on    Exhibit 10(b)(9)
          Plan, as amended *                 Form S-2 (Registration
                                             No. 33-62869)

B-10(b)(10)Gold Kist Director Savings        Registration filed on    Exhibit 10(b)(10)
          Plan, as amended *                 Form S-2 (Registration
                                             No. 33-62869)

B-10(b)(11)Gold Kist Split Dollar Life       Registration filed on    Exhibit 10(b)(11)
          Insurance Plan *                   Form S-2 (Registration
                                             No. 33-62869)

B-10(b)(12)Gold Kist Executive Defined
          Contribution Plan *

B-10(c)(l)Form of Membership, Marketing,     Registration filed on    Exhibit 13(b)
          and/or Purchasing Agreement of     Form S-1 (Registration
          Gold Kist Inc., Atlanta,           No. 2-59958)
          Georgia

B-10(c)(2)Form of Membership, Marketing,     Registration filed on    Exhibit 10(c)(2)
          and/or Purchasing Agreement of     Form S-1 (Registration
          Gold Kist Inc., Atlanta,           No. 2-74205)
          Georgia, as revised October
          17, 1980

B-10(c)(3)Form of Membership, Marketing,     Registration filed on    Exhibit 10(c)(3)
          and/or Purchasing Agreement of     Form S-2 (Registration
          Gold Kist Inc., Atlanta,           No. 33-428)
          Georgia, as revised November
          l, l984

B-10(c)(4)Form of Membership, Marketing,     Registration filed on    Exhibit 10(c)(4)
          and/or Purchasing Agreement        Form S-2 (Registration
          of Gold Kist Inc., Atlanta,        No. 33-24623)
          Georgia, revised October
          29, 1987

B-10(c)(5)Form of Membership, Marketing,     Registration filed on    Exhibit 10(c)(5)
          and/or Purchasing Agreement of     Form S-2 (Registration
          Gold Kist Inc., Atlanta, Georgia,  No. 33-42900)
          revised August 21, 1991

B-10(c)(6)Form of Membership, Marketing,     Registration filed on    Exhibit 10(c)(6)
          and/or Purchasing Agreement of     Form S-2(Registration
          Gold Kist Inc., Atlanta, Georgia   No. 333-36291)
          revised July 9, 1997

B-10(d)   CF Industries, Inc., Member        Registration filed on    Exhibit 13(j)
          Product Purchase Agreement         Form S-2 (Registration
                                             No. 2-59958)

B-10(e)(1)General Partnership Agreement      Registration filed on    Exhibit 10(h)(1)
          (GC Properties) between Gold       Form S-2 (Registration
          Kist Inc. and Cotton States        No. 33-428)
          Mutual Insurance Company,
          dated as of July 1, 1984

B-10(e)(2)Lease from GC Properties,          Registration filed on    Exhibit 10(h)(2)
          dated December 11, 1984,           Form S-2 (Registration
          for home office building           No. 33-428)
          space

B-10(f)(1)Golden Peanut Company LLC
          Operating Agreement between
          Alimenta Holdings, Inc., Archer
          Daniels-Midland Company, Cargill,
          Incorporated, and Gold Kist Inc.,
          dated as of March 30, 2000

B-10(g)   Guaranty dated December 18,        Registration filed on    Exhibit 4(o)
          1992 by Gold Kist in favor of      Form S-2 (Registration
          NationsBank of Georgia, N.A.       No. 33-69204)

B-10(h)(1)Credit Agreement dated as of       Annual Report on Form    Exhibit B-10(i)
          August 4, 1998, with various       10-K for the Fiscal Year
          banks and lending institutions,    ended June 27, 1998
          as lendors, and Cooperatieve
          Centrale Raiffeisen-Boerenleen
          Bank B.A., New York Branch, as agent

B-10(h)(2)First Amendment dated as of        Annual Report on Form    Exhibit B-10(h)(2)
          September 30, 1998, to             10-K for the Fiscal Year
          Credit Agreement dated as of       ended June 26, 1999
          August 4, 1998, with various banks
          and lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(h)(3)Second Amendment dated as of       Annual Report on Form    Exhibit B-10(h)(3)
          October 13, 1998, to               10-K for the Fiscal Year
          Credit Agreement dated as of       ended June 26, 1999
          August 4, 1998, with various banks
          and lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(h)(4)Third Amendment dated as of        Annual Report on Form    Exhibit B-10(h)(4)
          December 3, 1998, to               10-K for the Fiscal Year
          Credit Agreement dated as of       ended June 26, 1999
          August 4, 1998, with various banks
          and lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(h)(5)Fourth Amendment dated as of       Annual Report on Form    Exhibit B-10(h)(5)
          April 30, 1999, to                 10-K for the Fiscal Year
          Credit Agreement dated as of       ended June 26, 1999
          August 4, 1998, with various banks
          and lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(h)(6)Fifth Amendment dated as of        Report filed on Form     Exhibit B-10(h)(6)
          November 29, 1999, to              Quarter 10-Q for the
          Credit Agreement dated as of       Fiscal ended December 31, 1999
          August 4, 1998, with various banks
          and lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(h)(7)Sixth Amendment dated as of        Report filed on Form     Exhibit B-10(h)(7)
          December 21, 1999, to              10-Q for the Fiscal
          Credit Agreement dated as of       Quarter ended December 31, 1999
          August 4, 1998, with various banks
          and lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(h)(8)Seventh Amendment dated as of      Report filed on Form     Exhibit B-10(h)(8)
          March 20, 2000, to                 10-Q for the Fiscal
          Credit Agreement dated as of       Quarter ended April 1, 2000
          August 4, 1998, with various banks
          and lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(h)(9)Eighth Amendment dated as of
          June 22, 2000, to
          Credit Agreement dated as of
          August 4, 1998, with various banks
          and lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(h)(10)Ninth Amendment dated as of
          June 23, 2000, to
          Credit Agreement dated as of
          August 4, 1998, with various banks
          and lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(h)(11)Tenth Amendment dated as of
          July 6, 2000, to
          Credit Agreement dated as of
          August 4, 1998, with various banks
          and lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(h)(12)Eleventh Amendment dated as of
          July 26, 2000, to
          Credit Agreement dated as of
          August 4, 1998, with various banks
          and lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(h)(13)Pledge Agreement dated as of
          June 13, 2000, with respect to
          Credit Agreement dated as of
          August 4, 1998, with various banks
          and lending institutions, as lendors,
          and Cooperatieve Centrale Raiffeisen-
          Boerenleen Bank B.A., New York
          Branch, as agent

B-10(j)   Asset Purchase Agreement dated     Report filed on Form     Exhibit 10(k)
          as of July 23, 1998, between       8-K dated as of
          Southern States Cooperative,       July 23, 1998
          Incorporated and Gold Kist Inc.

B-10(k)(1)Commitment Letter for Purchase     Annual Report on Form    Exhibit B-10(k)(1)
          of Securities dated October 13,    10-K for the Fiscal Year
          1998 between Southern States       ended June 26, 1999
          Cooperative, Incorporated and
          Gold Kist Inc.

B-10(k)(2)Amendment dated March 25,          Annual Report on Form    Exhibit B-10(k)(2)
          1999 to Commitment Letter          10-K for the Fiscal Year
          for Purchase of Securities         ended June 26, 1999
          between Southern States
          Cooperative, Incorporated
          and Gold Kist Inc.

B-27 Financial Data Schedule
</TABLE>
_________________________________
*Plans and arrangements pursuant to which executive officers and
directors of the Association receive compensation.

     (b)  Reports on Form 8-K. - No reports on Form 8-K were
filed during the last quarter of the fiscal year ended July 1,
2000.

SIGNATURES - Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                             GOLD KIST INC.

Date: October 12, 2000       By:/s/ G. O. Coan
                             G. O. Coan, Chief Executive
                             Officer
                             (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                TITLE                         DATE
<S>                      <C>                           <C>


/s/ G. O. Coan           Chief Executive Officer       October 12, 2000
G. O. COAN               (Principal Executive Officer)

/s/ Stephen O. West      Chief Financial Officer       October 12, 2000
STEPHEN O. WEST          (Principal Financial Officer)

/s/ W. F. Pohl, Jr.      Controller (Principal         October 12, 2000
W. F. POHL, JR.          Accounting Officer)

/s/ Dan Smalley               Director                 October 12, 2000
DAN SMALLEY

/s/ James E. Brady, Jr.       Director                 October 12, 2000
JAMES E. BRADY, JR.

/s/ Phil Ogletree, Jr.        Director                 October 12, 2000
PHIL OGLETREE, JR.

/s/ A. Jack Nally             Director                 October 12, 2000
A. JACK NALLY

/s/ W. Kenneth Whitehead      Director                 October 12, 2000
W. KENNETH WHITEHEAD

/s/H. Michael Davis           Director                 October 12, 2000
H. MICHAEL DAVIS

/s/ Herbert A. Daniel, Jr.    Director                 October 12, 2000
HERBERT A. DANIEL, JR.

/s/ W. A. Smith               Director                 October 12, 2000
W. A. SMITH

/s/ Douglas A. Reeves         Director                 October 12, 2000
DOUGLAS A. REEVES
</TABLE>

                       INDEX TO EXHIBITS
<TABLE>
<CAPTION>
                                                  Sequentially
Exhibit                                             Numbered
Number         Description                              Page
<S>            <C>                                <C>


B-4(i)(7)      Amendment dated September 5, 1997
               to Note Agreement dated
               as of June 3, 1991 with the
               Prudential Insurance Company of
               America; and Note Purchase and
               Private Shelf Agreement with the
               Prudential Insurance Company of America

B-4(i)(8)      Amendment dated October 13, 1998
               to Note Agreement dated
               as of June 3, 1991 with the
               Prudential Insurance Company of
               America; and Note Purchase and
               Private Shelf Agreement with the
               Prudential Insurance Company of America

B-4(i)(9)      Amendment dated June 7, 1999
               to Note Agreement dated
               as of June 3, 1991 with the
               Prudential Insurance Company of
               America; and Note Purchase and
               Private Shelf Agreement with the
               Prudential Insurance Company of America

B-4(i)(10)     Amendment dated January 21, 2000
               to Note Agreement dated
               as of June 3, 1991 with the
               Prudential Insurance Company of
               America; and Note Purchase and
               Private Shelf Agreement with the
               Prudential Insurance Company of America

B-4(i)(11)     Amendment dated March 23, 2000
               to Note Agreement dated
               as of June 3, 1991 with the
               Prudential Insurance Company of
               America; and Note Purchase and
               Private Shelf Agreement with the
               Prudential Insurance Company of America

B-10(b)(12)    Gold Kist Executive Defined
               Contribution Plan *

B-10(f)(1)     Golden Peanut Company LLC
               Operating Agreement between
               Alimenta Holdings, Inc., Archer
               Daniels-Midland Company, Cargill,
               Incorporated, and Gold Kist Inc.,
               dated as of March 30, 2000

B-10(h)(9)     Eighth Amendment dated as of
               June 22, 2000, to
               Credit Agreement dated as of
               August 4, 1998, with various banks
               and lending institutions, as lendors,
               and Cooperatieve Centrale Raiffeisen-
               Boerenleen Bank B.A., New York
               Branch, as agent

B-10(h)(10)    Ninth Amendment dated as of
               June 23, 2000, to
               Credit Agreement dated as of
               August 4, 1998, with various banks
               and lending institutions, as lendors,
               and Cooperatieve Centrale Raiffeisen-
               Boerenleen Bank B.A., New York
               Branch, as agent

B-10(h)(11)    Tenth Amendment dated as of
               July 6, 2000, to
               Credit Agreement dated as of
               August 4, 1998, with various banks
               and lending institutions, as lendors,
               and Cooperatieve Centrale Raiffeisen-
               Boerenleen Bank B.A., New York
               Branch, as agent

B-10(h)(12)    Eleventh Amendment dated as of
               July 26, 2000, to
               Credit Agreement dated as of
               August 4, 1998, with various banks
               and lending institutions, as lendors,
               and Cooperatieve Centrale Raiffeisen-
               Boerenleen Bank B.A., New York
               Branch, as agent

B-10(h)(13)    Pledge Agreement dated as of
               June 13, 2000, with respect to
               Credit Agreement dated as of
               August 4, 1998, with various banks
               and lending institutions, as lendors,
               and Cooperatieve Centrale Raiffeisen-
               Boerenleen Bank B.A., New York
               Branch, as agent

B-27           Financial Data Schedule
</TABLE>