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 June 26, 1999
                         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                              10

 3.  Legal Proceedings                       10

 4.  Submission of Matters to a Vote of
          Security Holders                   10

 5.  Market for Registrant's Common
          Equity and Related
      Stockholder Matters                    10

 6.  Selected Financial Data .               11

 7.  Management's Discussion and
          Analysis of Financial
      Condition and Results of Operations.   12

 7A. Quantitative and Qualitative
          Disclosure about Market Risk       18

 8.  Financial Statements and
          Supplementary Data                 19

 9.  Changes in and Disagreements
          with Accountants on Accounting
      and Financial Disclosure               38

10.  Directors and Executive
          Officers of the Registrant         38

11.  Executive Compensation                  41

12.  Security Ownership of Certain
          Beneficial Owners and Management   44

13.  Certain Relationships and Related
          Transactions.                      44

14.  Exhibits, Financial Statement
          Schedules, and Reports
      on Form 8-K                            45


                             - i -

                        GOLD KIST INC.

     ANNUAL REPORT FOR THE FISCAL YEAR ENDED JUNE 26, 1999

     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
31,000  active farmer members located principally in  Alabama,
Florida,  Georgia, Mississippi, South Carolina and Texas.   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 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 and non-members doing business with  Gold
Kist  and  its  subsidiaries and partnerships.   Financing  is
extended for poultry and pork 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  partner in a major peanut  processing  and
marketing  business  and 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.  The consideration received by the Association in
connection  with  the  sale  was  $218.3  million.   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, sales and accounting office(s), and transportation
facilities.   The  complexes operated by Gold Kist  throughout
fiscal   1999   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 and marketing services for the broilers
grown.

     The  principal products marketed by the broiler divisions
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  1999  directly
from  the  processing  plant in each  broiler  complex.   Some
packaged and other products were marketed in fiscal 1999  from
the  Atlanta  headquarters.  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
cut-up  or otherwise 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  Note  11 of Notes to Consolidated  Financial
Statements.
<TABLE>
<CAPTION>
                    Fiscal Year Ended (000's Omitted)

                        June 28,        June 27,       June 26,
                        1997            1998           1999
<S>                     <C>             <C>            <C>
Broiler Products
Volume            $1,629,705      $1,630,437       $1,746,946
Percentage (%)          98.3            98.7           98.9
</TABLE>
                         AGRI-SERVICES

     Prior  to  the transaction with Southern States described
below,   Gold  Kist  purchased,  manufactured  and   processed
fertilizers,  agricultural chemicals, seed, pet  foods,  feed,
animal  health  products  and  other  farm  supply  items  for
distribution and sale at wholesale and retail.  These products
were  distributed through approximately 100 Gold  Kist  retail
stores  and  at wholesale to national accounts and independent
dealers.   Gold  Kist  also  formerly  served  as  a  contract
procurement agent for, and storer of, farm commodities such as
soybeans and grain.

     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  Agri-
Services  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 wholly-owned
finance   subsidiary.    The  Association's   poultry,   pork,
aquaculture,   seed   marketing  and  other   operations   and
businesses   are  not  affected  by  this  transaction.    The
consideration  received by the Association in connection  with
the  sale  was  $218.3  million.  See  Note  11  of  Notes  to
Consolidated  Financial Statements.  Upon the consummation  of
this  transaction, the Association no longer  engaged  in  the
business operated by the affected segment.

     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.

Retail Stores

     The  Gold Kist retail store operation was conducted until
October   1998   in   Alabama,  Arkansas,  Florida,   Georgia,
Louisiana, Mississippi, South Carolina and Texas.

     The  typical Gold Kist store was a complete  farm  supply
center  offering for sale many types of feeds,  animal  health
products,  fertilizers, pesticides, seeds, farm  supplies  and
equipment.   It  also  offered  services  such  as   precision
farming, customized fertilizer spreading, field mapping,  soil
testing,  insect scouting, and agronomic and animal  nutrition
advice.   Gold  Kist  purchased  most  of  the  farm  supplies
distributed from various manufacturers.

    The competition for retail sales faced by Gold Kist stores
varied greatly from locality to locality.  Some competed  with
other   purchasing  cooperatives,  hardware  and  farm  supply
stores,  and  retail  outlets owned or affiliated  with  major
fertilizer, agricultural chemical and feed manufacturers.   In
some  areas  these  competing manufacturers sold  directly  to
farmers.  Price competition was important for many items.  The
Gold Kist stores emphasized service to the customer.

     Gold  Kist  formerly operated a system of  receiving  and
storage  facilities for handling unprocessed farm  commodities
such as soybeans, corn and other grains.  Approximately 98% of
Gold Kist's storage facilities were licensed by the federal or
state   government   and  could  issue  negotiable   warehouse
receipts.  Pursuant to a former grain handling agreement, Gold
Kist  utilized  these  facilities and  assets  exclusively  as
independent buying points operating on a commission basis  for
the Archer Daniels Midland Company.

Fertilizers and Chemicals

      Gold  Kist  distributed  granular,  blended  and  liquid
fertilizers and fertilizer materials until October 1998.  Each
type   was  purchased  or  produced  in  varying  compositions
depending  upon  the ultimate use of the product  as  a  plant
food.   The  Association  owned and operated  five  fertilizer
plants  in  addition to other blending facilities  at  certain
Gold  Kist stores where fertilizer ingredients were physically
mixed to a custom formula.  Gold Kist leased or owned terminal
facilities  at which fertilizer materials were warehoused  for
resale through Gold Kist stores and private dealers.  Granular
fertilizers were purchased and distributed in bagged and  bulk
form.  In addition to traditional agricultural customers, Gold
Kist  marketed  fertilizers  and chemicals  to,  and  provided
application  services  for,  forestry,  turf  and   industrial
customers.

     Gold  Kist  was  a  member  of  CF  Industries,  Inc.,  a
cooperative owned by regional cooperatives, which produces and
supplies  fertilizer  materials  to  its  members.   Prior  to
October 1998, Gold Kist purchased its fertilizer materials and
products  from  CF  Industries and from  more  than  50  other
suppliers.

     Gold  Kist competed for fertilizer sales with  the  major
fertilizer    manufacturers,    wholesalers    and    brokers.
Competition  was  largely on the basis of price  and  service.
Gold  Kist  marketed  premium  grade  fertilizers  under   its
trademarks  Growers Prider, Living Lawnr,  and  Garden  Goldr.
Gold  Kist also marketed a premium growing medium composed  of
soil  materials and fertilizer nutrients under  its  trademark
Garden on the Spotr.

     Gold  Kist  also  formerly distributed  agricultural  and
specialty  chemicals, including pesticides, growth  regulators
and  surfactants  which  it purchased  from  approximately  50
chemical manufacturers.  Competition for sales of agricultural
chemicals  was  primarily on the basis of  price  and  service
since  most  retailers  had access to the  same  inventory  of
products produced by the major manufacturers.  Gold Kist  also
provided   aerial  application  of  fertilizer  for   forestry
customers  and ground application of fertilizer and  chemicals
for turf customers.

Pet Food and Animal Products

     Prior  to  the  Southern  States transaction,  Gold  Kist
operated  four  major feed mills for its pet food  and  animal
products operations.  The mills produced feeds distributed  at
wholesale  or  at  retail through the  Gold  Kist  stores  and
independent  dealers.   All of the mills  were  batch  process
mills  in which ingredients were weighed.  This type  of  mill
was  capable  of  precision feed mixing, which  is  especially
important to the poultry industry.  Feeds were distributed  in
bagged and bulk form.

    Prior to discontinuation of operation in fiscal 1999, Gold
Kist's  feed mills produced substantially all of the  feed  it
distributed  at wholesale or retail.  Gold Kist  produced  and
marketed  approximately 300 different feeds, including  custom
blended  feeds and feeds containing various medications.   Pro
Balancedr  was  a  dairy feed sold through a  special  program
which  included survey and analysis of feed ingredients needed
for a particular herd.  Gold Kist also marketed dog food under
the  Pay  Dayr, Pro Balanced and Performance Plusr  trademarks
through  independent  dealers, under the  Gold  Kist  and  Pro
Balanced trademarks through Gold Kist retail stores, and under
the  Gold  Kist  and  Top  Notchr trademarks  through  grocery
wholesalers  and retail chain stores.  Pro Balanced  cat  food
was  also  marketed  through independent  dealers,  Gold  Kist
stores  and  grocery  wholesalers  and  retail  chain  stores.
Aquaculture feed products, primarily feed for commercial  fish
farming operations, also formed a significant portion of  Gold
Kist's feed business.

     Feed  ingredients were purchased in the marketplace  from
many   sources,   including  major  grain   companies.    Feed
formulation  is  based  on  the cost  of  various  alternative
ingredients  in a given week.  Feed ingredients were  normally
purchased for several weeks' production; corn was purchased in
fifteen rail car units.

    Approximately forty percent of the feed sold was delivered
in  bulk  form  directly from the feed mill to the  farm;  the
remainder was sold in bag form.  Gold Kist formerly operated a
fleet  of trucks, including feed tankers, for the delivery  of
feed.

     Competition  for sales of feed was based on  quality  and
service, as well as price.  Gold Kist competed with major feed
manufacturers   and  local  feed  mills.    The   major   feed
manufacturers distribute through independent retailers,  owned
retail  stores and direct to farmers.  Gold Kist sold  through
its  own  retail stores and directly to large farmers, private
dealers,  independent  cooperatives,  wholesale  grocers,  and
retail grocery chains.

Cotton

     Cotton  ginning and storage facilities were  operated  at
Statesboro,  Morven,  Byromville  and  DeSoto,  Georgia,   and
Bishopville,  South Carolina.  A central storage warehouse  is
operated  in  Moultrie,  Georgia.  The  Association   provided
ginning  and  storage services to members and non-members  and
marketed  cotton  purchased from members  and  non-members  to
domestic and foreign textile mills.

      While  operations  of  the  Moultrie  storage  warehouse
continue  to service cotton currently stored in that facility,
the  cotton  ginning  and storage operations  and  the  cotton
marketing  operations were terminated in the first quarter  of
1999.

                     PORK AND AQUACULTURE

     Gold Kist markets hogs raised by producers in Alabama and
Georgia.  Feeder pigs are furnished to members who raise them,
using  Gold  Kist  feed and medicines,  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 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   distributes
approximately  50  varieties of seeds.  Seed  is  marketed  by
AgraTech Seeds at wholesale to seed retailers in the Southeast
and   the  Midwest.   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.

     AgraTech Seeds contracts for the processing of the  seeds
it  distributes.  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.


                     PARTNERSHIP INTEREST

     Gold  Kist,  Archer Daniels Midland Company and  Alimenta
Processing Corporation are partners in Golden Peanut  Company,
a   partnership   formed  to  operate  a   peanut   procuring,
processing, and marketing business.  The partners lease peanut
facilities,  equipment and fixed assets  to  the  partnership.
Gold  Kist,  as  a general partner, has a 33 1/3%  partnership
interest  and  participates in all partnership allocations  in
accordance with the partnership agreement.  See Note 10(b)  of
Notes to Consolidated Financial Statements.

     The  peanut  facilities leased to Golden  Peanut  Company
pursuant   to   the  general  partnership  agreement   include
receiving  stations, shelling plants, cold storage  facilities
and  warehouses  located in the three major  peanut  producing
areas   of   the  United  States  (Southeast,  Southwest   and
Virginia/Carolinas).

     Golden  Peanut  Company procures, processes  and  markets
peanuts  and  peanut by-products in each of the  three  peanut
producing  areas of the United States.  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 June  26,  1999,
the  approximate  export sales volume  of  poultry  was  $40.9
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 1999 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  15  million broilers and 415,000  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  16
million chicks.  Additionally, Gold Kist operates twelve  feed
mills  to  support its poultry operations; the mills  have  an
aggregate  annual capacity of approximately 5.25 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  1999  in  its  sales and distribution  of  poultry
products:   Tampa,  Pompano  Beach;  and  Crestview,  Florida;
Nashville,  Tennessee; Mt. Sterling, Kentucky; and Cincinnati,
Ohio.

     Gold  Kist 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.

     Gold Kist owns peanut procuring, processing and marketing
facilities which are leased to Golden Peanut Company  pursuant
to  the  general partnership agreement executed by  Gold  Kist
with  ADM  and  Alimenta.  The lease is for  a  20-year  term,
beginning in 1988; however, the lease is subject to the  terms
of  the  partnership  agreement which is  terminable  upon  18
months  prior  written  notice.  These facilities  include  37
peanut  receiving stations located in the three  major  peanut
producing  areas  of the United States (Southeast,  Southwest,
and   Virginia/Carolinas)  and  four  peanut  shelling  plants
located  in  Ashburn, Georgia; Graceville, Florida;  Anadarko,
Oklahoma; and Comyn, Texas.  Gold Kist also owns and leases to
Golden  Peanut Company two cold storage facilities located  at
Anadarko,  Oklahoma and Suffolk, Virginia  with  an  aggregate
storage capacity of 11,000 tons, and 48 warehouses located  at
30  of the leased receiving stations with an aggregate storage
capacity of approximately 133,000 tons.

     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, 2000) and Nashville  (lease  expires
December  31,  1998) Tennessee; Crossville,  Alabama,  poultry
hatchery facility (lease expires February 23, 2088);  and  the
Anadarko, Oklahoma peanut cold storage facility (lease expires
April 30, 2010) subleased to Golden Peanut Company).

             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 17,500 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  3,200
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(f)  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  (f)  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 11
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 June  26,
1999  and "Consolidated Balance Sheet Data" as of July 1, 1995,
June  29, 1996, June 28, 1997, June 27, 1998 and June 26,  1999
are  derived from the consolidated financial statements of Gold
Kist   Inc.   and  subsidiaries.   The  consolidated  financial
statements as of June 27, 1998 and June 26, 1999 and  for  each
of  the years in the three-year period ended June 26, 1999, 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 report.
<TABLE>
<CAPTION>

                                   For Fiscal Years Ended (000's omitted)
Consolidated Statement of   July 1,   June 29,    June 28,    June 27,  June 26,
Operations Data:             1995       1996        1997        1998      1999
<S>                       <C>         <C>         <C>       <C>        <C>
Net sales volume          $1,255,087  1,420,281  1,658,191   1,651,115 1,766,104
Margins (loss) from
 continuing operations    $    9,875     33,706     10,870     (57,036)   69,361


                                          As of (000's omitted)
Consolidated Balance Sheet  July 1,   June 29,    June 28,    June 27,  June 26,
Data:                          1995      1996       1997        1998      1999
Total assets              $  768,415    914,161  1,051,813   1,080,655   801,224
Long-term liabilities     $  176,259    224,183    301,190     376,553   262,495
Patrons' and other equity
  (A)                     $  314,990    326,410    346,075     234,006   279,367
</TABLE>

NOTE:
A.See Note 10(a) of Notes to Consolidated Financial Statements.


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-
six  year  history.  Although the industry has been profitable
since 1983 with the exception of brief periods during 1992 and
1996, net margins have varied from year to year in response to
market  fundamentals.   The following  addresses  the  various
factors  that  have influenced poultry industry  profitability
during the past five years. During 1995, broiler market prices
declined due to the large supply of competing meats,  such  as
beef  and  pork,  and  the continuation  of  broiler  industry
expansion.   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.  According to USDA estimates,  the
supply  of broilers is expected to increase at a 5.7% rate  in
1999  and a 5.3% rate in 2000 as compared to the 4.2%  average
annual increase between 1995 and 1998.

   Generally,  the  cost of feed grains,  primarily  corn  and
soybean  meal, represent approximately fifty percent of  total
broiler  production costs.  Market prices for feed ingredients
declined  in 1995 as a result of the increase in planted  corn
and  soybean acreage and favorable growing conditions  in  the
summer  of  1994.   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.

   Historically, weather has had a significant impact  on  the
agricultural  economy  and  the  operating  results   of   the
Association.  Favorable spring weather conditions  contributed
to  increased planting activity and a favorable grain  harvest
in  1994.   The  weather  reduced 1995 grain  harvest  in  the
Midwestern  U.S.  resulted in higher  grain  prices  in  1996.
Favorable  weather  conditions  during  the  summer  of   1996
contributed to plentiful grain harvests in the United  States.
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 that those  experienced
over the past five years.

   Poultry  export  sales for 1997, 1998 and 1999  were  $81.7
million, $61.6 million and $40.9 million, respectively. During
1997,  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 sales of poultry  products
will   be   influenced  by  credit  availability  to   foreign
countries,  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 June 26, 1999.


                     Results of Operations


  Fiscal 1998 Compared to Fiscal 1997

   The  Association's net sales volume was approximately  $1.7
billion   for  1998  and  1997.   The  loss  from   continuing
operations  for 1998 was $57.0 million as compared to  margins
from  continuing operations of $10.9 million  for  1997.   The
loss  from  continuing operations for 1998 was the  result  of
lower market prices for poultry and live hogs and higher  feed
ingredient  costs.  Net sales volume for 1998 reflected  lower
broiler market prices, which were partially offset by  a  3.0%
increase  in broiler pounds sold.  Average selling prices  for
poultry products for 1998 declined 3.0% as compared to 1997 as
a  result  of excess industry supply, an increase in pork  and
beef  supplies  and  instability in export  markets.   Poultry
sales  to  Russia were affected by disruptions in  the  market
related  to tariffs and custom regulations resulting in  lower
than  expected  net margins.  Poultry sales to  the  Southeast
Asia  markets  were affected by the financial crisis  in  that
region.   Pork  net  sales volume for  1998  declined  39%  as
compared to 1997 due to head reduction and lower market prices
for live hogs.

   Cost  of sales for 1998 increased $76.3 million or 4.8%  as
compared to 1997 primarily due to higher field production  and
processing  costs. Although corn and soybean meal cash  market
prices declined significantly in 1998, the Association's  feed
ingredient costs for 1998 were comparable to 1997 as a  result
of  the Association's forward purchasing and commodity trading
activities.   Feed ingredient costs reflected losses  realized
on  commodities  futures  and options  transactions  of  $85.2
million  for 1998.  As a percent of net sales volume, cost  of
sales  was 100.7% of net sales volume for 1998 as compared  to
95.7% in 1997.

   Distribution, administrative and general expenses of  $66.7
million  for 1998 increased 2.8% as compared to  1997.   As  a
percent of net sales volume, distribution, administrative  and
general  expenses were 4.0% of net sales volume  for  1998  as
compared to 3.9% for 1997.

    The  components  included  in  other  income  (deductions)
represent  a  $14.2 million deduction for 1998 as compared  to
income  of  $1.4  million for 1997.  Interest income  of  $2.0
million  for 1998 declined $2.8 million as compared  to  1997.
Interest income for 1997 reflected interest income related  to
a  favorable  tax litigation decision.  Interest  expense  for
1998  was $26.9 million as compared to $10.7 million for 1997,
which  reflected the increase in borrowings to support  higher
asset  levels, the acquisition of minority interest in  Golden
Poultry and the 1998 operating losses.  Also, interest expense
for  1998 reflected an increase in borrowing costs related  to
the  decline in the Association's financial condition.  Equity
in   the   earnings   of   the  partnership   represents   the
Association's  33  1/3% pro rata share of  the  Golden  Peanut
Company's  1998  earnings.   See  Note  10(b)  of   Notes   to
Consolidated  Financial  Statements.  Miscellaneous,  net  for
1998  includes  a $192,000 loss representing the Association's
equity  in  the  loss  of  a  pecan processing  and  marketing
enterprise.  The Association recorded a $992,000 loss on  this
investment  in  1997.  Net rental income of $2.1  million  and
$1.9 million, respectively, was included in miscellaneous, net
for  1998 and 1997.  Miscellaneous, net for 1998 includes $2.0
million  of  income  related  to a poultry  grower  agreement.
Miscellaneous,  net for 1997 reflects a $1.2 million  loss  on
the purchase of subsidiary common stock.

   In  1998  and 1997, the Association's combined federal  and
state  effective  income tax rates for  continuing  operations
were  (38)% and (48)%, respectively.  The effective  tax  rate
for  1997 reflects a $5.2 million income tax benefit resulting
from  a Circuit Court of Appeals decision in the Association's
favor.    See  Note  7  of  Notes  to  Consolidated  Financial
Statements.

  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 partnership  represents
the   Association's  pro  rata  share  of  the  Golden  Peanut
Company's  1999  and  1998 earnings  in  accordance  with  the
partnership   agreement.   See  Note   10(b)   of   Notes   to
Consolidated  Financial  Statements.  Miscellaneous,  net  for
1999  includes  a $824,000 gain representing the Association's
equity  in  the  earnings of a pecan processing and  marketing
enterprise.  The Association recorded a $192,000 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.


                      Financial Condition


Liquidity and Capital Resources

        The  Association's liquidity is dependent  upon  funds
from  operations  and  external  sources  of  financing.   The
principal  sources  of external short-term  financing  are,  a
secured committed credit facility with a commercial bank.   At
June  26,  1999,  the  Company  had  a  $250  million  secured
committed  credit facility with eight commercial  banks.   The
facility  included a three-year $125 million revolving  credit
commitment  and  a  $125  million  364-day  line   of   credit
commitment.   As  of June 26, 1999, there were no  outstanding
borrowings under the revolving credit and the 364-day line-of-
credit commitments.

   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, the loan agreement provided that proceeds be
applied to the $250 million bridge loan and that the remaining
balance  be  paid.  The bridge loan was paid in October  1998.
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.   At  June 26, 1999, the Association had unused  loan
commitments of $250.0 million and additional letters of credit
from  banks aggregating $107.4 million.  The letters of credit
include a $100 million irrevocable direct pay letter of credit
to  secure the Association's contingent obligation to purchase
certain  preferred securities from Southern States.  The  $100
million letter of credit reduces the funds available under the
$125 million revolving credit facility.  The primary source of
external  long-term financing are proceeds  from the revolving
credit  facility.  See Notes 4 and 11 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  require  a  ratio  of current  assets  to  current
liabilities  of  not less than 1.25:1 and the ratio  of  total
funded  debt  to total capitalization not to exceed  65%.   At
June  26,  1999, the Association's current ratio and ratio  of
total funded debt to capitalization, determined under the loan
agreements, were 1.39:1 and 52%, respectively.  The  terms  of
the  $250  million credit facility require specific  quarterly
fixed  charge coverage ratios during fiscal 2000 and  a  fixed
charge ratio for fiscal 2000 of 150%.  In addition, the  terms
place   a   limitation   on   capital   expenditures,   equity
distribution,  cash  patronage refunds and  commodity  hedging
contracts  that  include cash forward purchases,  as  well  as
futures  and  options  contracts.   At  June  26,  1999,   the
Association was in compliance with the agreements.  See Note 4
of Notes to Consolidated Financial Statements.

   In  1997,  the uses of cash in the Association's continuing
operations  included  $67.5 million for capital  expenditures,
$55.7  million for long-term debt repayments and $30.0 million
for patronage refunds and other equity payments.  In addition,
cash  uses  included  the  funding of increases  in  operating
assets,  such  as  inventories,  receivables  and  commodities
margin  deposits.  During 1997, increases in  inventories  and
receivables  primarily  reflected  the  expansion  in  poultry
operations.   The increase in commodities margin deposits  was
the  result  of  corn and soybean futures  contracts  and  the
related  unrealized losses associated with these positions  at
June  28,  1997.   See  Note  1(c) of  Notes  to  Consolidated
Financial Statements.  During 1997, net cash used in operating
and  investing  activities of discontinued operations  totaled
$26.8  million.  The funds for these activities were  provided
by borrowings of $182.8 million.

   During  1998,  the  primary  uses  of  cash  in  continuing
operations included $54.4 million in capital expenditures  and
$53.1 million for the acquisition of the remaining 3.7 million
shares  of Golden Poultry Company, Inc. common stock that  the
Association  did not already own.  See Note  12  of  Notes  to
Consolidated Financial Statements.  During 1998, net cash used
in   operating   and  investing  activities  of   discontinued
operations  totaled  $58.8  million.   The  funds  for   these
activities were provided by net borrowings of $173.3  million.
Borrowings  and  repayments  of  long-term  debt  during  1998
reflected  the  replacement of Golden Poultry Company,  Inc.'s
debt  subsequent  to  the merger and the  replacement  of  the
Association's $250 million unsecured committed credit facility
with the $440 million secured committed credit facility.

    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 will result in a  final
settlement  payment to Southern States of approximately  $21.2
million   in  September  1999.   See  Note  11  of  Notes   to
Consolidated Financial Statements.

    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 is
unable to market the securities to other purchasers.  The
Association has established a $100 million irrevocable  direct
pay  letter  of  credit  to secure its contingent  obligation.
Gold  Kist must hold any purchased preferred securities for  a
period of at least nine months from the purchase date. In Augu
st 1999, Southern States notified the Company that it does not
expect  to  place capital and/or equity securities with  other
purchasers  by  October  5, 1999.  As a  result,  the  Company
anticipates  purchasing the $100 million principal  amount  of
preferred  securities in October 1999 as  required  under  the
commitment.   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 $14.1 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.

   The Association plans capital expenditures of approximately
$45.0 million in 2000 that primarily include expenditures  for
expansion 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   1999   capital
expenditures  and related working capital needs with  existing
cash balances and net margins adjusted for non-cash items  and
additional   long-term  borrowings,  as  needed.    In   2000,
management  expects  cash  expenditures  to  approximate  $7.0
million  for  patronage refunds and equity distributions  less
insurance proceeds.  In connection with the sale of assets  of
the  Agri-Services  segment  to Southern  States  Cooperative,
Incorporated during 1999, Gold Kist  discontinued the sale  of
Subordinated Certificates.  The Association believes  cash  on
hand  and  cash equivalents at June 26, 1999 and cash expected
to  be  provided  from operations, in addition  to  borrowings
available   under  existing  credit  arrangements,   will   be
sufficient   to   maintain  cash  flows   adequate   for   the
Association's  projected  growth  and  operational  objectives
during   2000   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 Association's programs that  have
time-sensitive software may recognize a date using "00" as the
year  1900  rather than the year 2000, which could  result  in
miscalculations or system failures.

    The  Association  has  completed  its  identification   of
information  technology  systems  that  are  not   year   2000
compliant   and   is   in  the  process  of   implementing   a
comprehensive  initiative to make its  information  technology
systems  ("IT"  systems)  and  its non-information  technology
systems ("non-IT" systems), including embedded microprocessors
in  equipment,  refrigeration systems, feed mills,  hatcheries
and   environmental  controls,  year  2000   compliant.    The
initiative   covers   the   following   three   phases:    (1)
identification of all IT and non-IT systems and an  assessment
of  repair requirements, (2) repair of the identified  IT  and
non-IT  systems, and (3) testing of the IT and non-IT  systems
repaired to determine correct manipulation of dates and  date-
related  data.   As of September 1, 1999, the Association  has
completed  phase  (1)  of  its  initiative  and  substantially
completed phase (2).  The Association is scheduled to complete
phase (2) by the end of October 1999.  The Association expects
the  final testing phase to be complete by the end of November
1999.    The   Association  believes  that  it  has  allocated
sufficient  resources  to resolve all  significant  year  2000
issues in the above time frame.

  As part of its year 2000 initiative, the Association is also
contacting  key  suppliers and business partners  to  evaluate
their  year  2000 compliance plans and state of readiness  and
determine whether a year 2000 problem will impede the  ability
of  such suppliers and business partners to provide goods  and
services  as  the  year 2000 is approached and  reached.   The
Association has received responses from a majority of its  key
trading  partners and is currently assessing  their  state  of
compliance.    As   a  general  matter,  the  Association   is
vulnerable  to  key suppliers' inability to remedy  their  own
year  2000 issues and there can be no assurance that all date-
handling problems in the IT systems of those suppliers will be
identified in advance of their occurrence.

   The Association estimates that its cost of repairing the IT
systems  and non-IT systems will range from $750,000  to  $1.0
million. The Association believes such costs will not  have  a
material  effect  on liquidity or its financial  condition  or
results of operations.

  To date, the Association has not identified any IT or non-IT
system  that presents a material risk of not being  year  2000
ready   or   for  which  a  suitable  alternative  cannot   be
implemented.   However,  as  the  Association  completes   the
testing  phase,  it  is  possible  that  the  Association  may
identify potential risks of year 2000 disruption.  It is  also
possible that such a disruption could have a material  adverse
effect  on  the financial condition and results of operations.
In  addition,  if  any  third parties  who  provide  goods  or
services  that  are  critical  to the  Association's  business
activities  fail  to  appropriately address  their  year  2000
issues,  there  could  be a material  adverse  effect  on  the
Association's financial condition and results of operations.

   Because the Association has not completed the testing phase
of  its  initiative, and, accordingly, has not fully  assessed
its  risks  from potential year 2000 failures, the Association
has  not  yet  fully developed year 2000 specific  contingency
plans.   These plans will be developed as appropriate, if  the
results of testing identify a material business function  that
is substantially at risk.  The Association expects to complete
a contingency plan by October 1999.

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.  Such factors include,  but  are  not
limited  to, changes in general economic conditions,  weather,
the  growth rate of the market for the Company's products  and
services,  the  availability of raw inputs,  global  political
events, the ability of the Association to implement changes in
sales  strategies  and organization on  a  timely  basis,  the
affect of competitive products and pricing, seasonal revenues,
as  well as a number of other risk factors which could  effect
the future performance of the Association.

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."  The Statement  requires
the  recognition  of all derivatives on the balance  sheet  at
fair   value.    The  Company's  derivatives,  which   include
agricultural  related  futures and options,  are  specifically
designated  as  hedges.  Changes in the fair  value  of  these
derivatives will either be offset against the change  in  fair
value of the corresponding hedged assets, liabilities, or firm
commitments   through   earnings   or   reflected   as   other
comprehensive  income until the hedged item is  recognized  in
earnings.  The disclosure requirements of the Standard will be
reflected  in  the  Association's 2001 consolidated  financial
statements.   If  the  Association  were  to  adopt  the   new
Statement  as  of June 26, 1999, the effect of adoption  would
not 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.

Interest Rate Risk

   The  Association uses interest rate swaps to hedge interest
rate changes on a portion of its borrowings.  At June 26, 1999,
the  Association  had $100.0 million notional amount  interest
rate swaps outstanding.  In
September  1999, the Association terminated two $25.0  million
notional  amount interest rate swaps.  The remaining  interest
rate  swaps effectively change the average interest  rates  on
$50.0  million of borrowings to a 5.86% fixed rate from LIBOR.
See  Note  4  of  Notes to Consolidated Financial  Statements.
Assuming year-end fiscal 1999 variable rates and borrowings at
June  26,  1999, a one-hundred-basis-point change in  interest
rates  would impact the Association's net interest expense  by
approximately $190,000, net of the effect of the swaps.

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 on 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 June 26,
1999, the fair value of the Association's outstanding commodity
futures and options positions was 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                               20
Consolidated Balance Sheets as of June 27, 1998 and
   June 26, 1999                                            22
Consolidated Statements of Operations for the years
   ended June 28, 1997, June 27, 1998
   and June 26, 1999                                        23
Consolidated Statements of Patrons' and Other
   Equity  and Comprehensive Income (Loss) for the years
   ended June 28, 1997, June 27, 1998 and June 26, 1999     24
Consolidated Statements of Cash Flows for the years
   ended June 28, 1997, June 27, 1998 and June 26, 1999     25
Notes to Consolidated Financial Statements                  26

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

Valuation Reserves for the years ended
   June 28, 1997, June 27, 1998 and June 26, 1999           46


                 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 27, 1998 and June 26, 1999,
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 June 26, 1999 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  and
Subsidiaries, a partnership 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 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  and
Subsidiaries, is based solely on the report of the other auditors.

    We  conducted  our  audits in accordance with  generally  accepted
auditing standards.  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 27, 1998 and June 26, 1999,
and  the results of their operations and their cash flows for each  of
the  years in the three-year period ended June 26, 1999, in conformity
with  generally accepted accounting principles.  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 16, 1999


                   REPORT OF INDEPENDENT AUDITORS



Partnership Committee
Golden Peanut Company

    We  have  audited the accompanying consolidated balance sheets  of
Golden Peanut Company and Subsidiaries (the "Partnership") as of  June
30,  1999 and 1998, and the related consolidated statements of income,
partners'  equity, and cash flows for each of the three years  in  the
period  ended June 30, 1999 (not presented separately herein).   These
financial  statements  are  the responsibility  of  the  Partnership's
management.   Our  responsibility is to express an  opinion  on  these
financial statements based on our audits.

    We  conducted  our  audits in accordance with  generally  accepted
auditing standards.  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 and Subsidiaries at June 30, 1999 and  1998,
and  the consolidated results of their operations and their cash flows
for  each  of  the three years in the period ended June 30,  1999,  in
conformity with generally accepted accounting principles.


                                        Ernst & Young LLP


Atlanta, Georgia
September 1, 1999, except the
third paragraph of Note 6, as to
which the date is September 16, 1999


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

<CAPTION>
                                              June 27, 1998   June 26, 1999
                             ASSETS
<S>                                           <C>                  <C>
Current assets:
 Cash and cash equivalents                    $    11,789          20,810
 Receivables, principally trade, less
  allowance for doubtful accounts of
  $3,113 in 1998 and $3,261 in 1999               107,957         109,060
 Inventories (note 2)                             174,204         182,799
 Deferred income taxes                             45,431          17,842
 Other current assets                              32,673          18,599
 Net assets of discontinued operations
  (note 11)                                       247,621          10,400
  Total current assets                            619,675         359,510
Investments (note 10)                             125,623         106,199
Property, plant and equipment, net
  (note 3)                                        255,791         248,016
Other assets                                       79,566          87,499
                                               $1,080,655         801,224


                     LIABILITIES AND EQUITY
Current liabilities:
 Notes payable and current maturities of
  long-term debt (note 4):
  Short-term borrowings                          $201,939          58,085
  Subordinated loan certificates                   35,005          10,095
  Current maturities of long-term debt             93,248          16,820
                                                  330,192          85,000
 Accounts payable                                  85,188          95,985
 Accrued compensation and related
  expenses                                         24,444          36,165
 Interest left on deposit (note 4)                 11,451          10,487
 Other current liabilities                         18,821          31,725
  Total current liabilities                       470,096         259,362
Long-term debt, excluding current
  maturities (note 4)                             320,600         186,913
Accrued postretirement benefit costs
 (note 8(b))                                       48,678          53,432
Other liabilities                                   7,275          22,150
  Total liabilities                               846,649         521,857
Patrons' and other equity (note 6):
 Common stock, $1.00 par value -
  Authorized 500 shares;     issued and
  outstanding 33 in 1998 and 31 in 1999                33              31
 Patronage reserves                               198,517         204,080
 Accumulated other comprehensive income -
  unrealized gain on marketable equity
  security (note 10(a))                            27,099          19,015
 Retained earnings                                  8,357          56,241
  Total patrons' and other equity                 234,006         279,367
Commitments and contingencies
(notes 4, 8, 9 and 10(b))
                                               $1,080,655         801,224


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

<TABLE>
                                  GOLD KIST INC.
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                              (Amounts in Thousands)


<CAPTION>
                                                   Years Ended
                                   June 28, 1997  June 27, 1998   June 26, 1999
<S>                                   <C>              <C>             <C>
Net sales volume                    $1,658,191       1,651,115       1,766,104
Cost of sales                        1,586,110       1,662,376       1,567,906
  Gross margins (loss)                  72,081         (11,261)        198,198
Distribution, administrative and
 general expenses                       64,885          66,695          76,258
  Net operating margins (loss)           7,196        (77,956)         121,940
Other income (deductions):
  Interest income                        4,804           1,955           2,177
  Interest expense                     (10,666)        (26,910)        (26,050)
  Equity in earnings of partnership
    (note 10(b))                         5,807           4,369             188
  Miscellaneous, net (note 10(a))        1,464           6,383           5,316
    Total other income
      (deductions)                       1,409         (14,203)        (18,369)
  Margins (loss) from continuing
    operations before income taxes
    and minority interest                 8,605        (92,159)        103,571
Income tax expense (benefit)-(note 7)    (4,108)       (35,123)         34,210
  Margins (loss) from continuing
    operations before minority
    interest                             12,713        (57,036)         69,361
Minority interest                        (1,843)             -               -
  Margins (loss) from continuing
    operations                           10,870        (57,036)         69,361
Discontinued operations
  (notes 7 and 11):
  Margins (loss) from operations of
    discontinued Agri-Services
    segment (less applicable income
    taxes of $.7 million for 1997
    and $(8.6) million for 1998)          1,020        (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
    applicable income taxes of
    $(16.5) million for 1998 and
    $(4.3) million for 1999).                 -        (30,622)         (8,034)
  Net margins (loss)                $    11,890       (102,788)         61,327



            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 28, 1997, June 27, 1998 and June 26, 1999
                              (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 29, 1996           $    36    209,140         20,978       96,256   326,410
 Comprehensive income:
  Net margins for 1997        -         -               -       11,890    11,890
  Change in value of
   marketable equity
   security, net of
   tax (note 10(a))           -         -          11,771            -    11,771
 Total comprehensive
  income                                                                  23,661
 Redemptions and other
  changes                   (4)    (5,152)              -        1,160   (3,996)
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




             See accompanying notes to consolidated financial statements.

</TABLE>

<TABLE>
                                   GOLD KIST INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Amounts in Thousands)
<CAPTION>
                                                      Years Ended
                                      June 28, 1997 June 27, 1998  June 26, 1999
<S>                                        <C>            <C>             <C>
Cash flows from operating activities:
 Margins (loss) from continuing
  operations                              $ 10,870      (57,036)        69,361
 Non-cash items included in margins
  (loss) from continuing
  operations:
  Depreciation and amortization             32,801        37,547        40,979
  Equity in earnings of partnership         (5,807)       (4,369)         (188)
  Deferred income tax expense (benefit)     (1,718)      (14,486)       10,460
  Other                                      2,265         8,549          (988)
 Changes in operating assets and
  liabilities:
  Receivables                               (5,278)       (8,225)       (1,103)
  Inventories                               (6,853)        5,285        (8,595)
  Other current assets                     (42,570)       28,539        14,072
  Accounts payable and accrued
   expenses                                 11,513        (5,919)       33,159
  Interest left on deposit                    (723)           56          (964)
Net cash provided by (used in)
 operating activities of
 continuing operations                      (5,500)      (10,059)      156,193
Net cash provided by (used in)
 operating activities of
 discontinued operations                   (17,400)      (52,400)       34,083
Net cash provided by (used in)
 operating activities                      (22,900)      (62,459)      190,276
Cash flows from investing activities:
 Acquisitions of property, plant and
  equipment                                (67,547)      (54,360)      (31,887)
 Acquisition of subsidiary minority
  interest (note 12)                             -       (53,104)            -
 Proceeds from disposal of
  investments.........                         104         1,305         6,028
 Proceeds from sale of loans.                    -             -         8,191
 Other                                        (509)         (792)        2,598
Net cash used in investing
 activities of continuing
 operations                                (67,952)     (106,951)      (15,070)
Net cash provided by (used in)
 investing activities of
 discontinued operations:
  Acquisitions of property, plant
   and equipment                            (9,375)       (6,385)            -
  Proceeds from sale of the Agri-
   Services segment (note 11)..                  -             -       218,313
Net cash provided by (used in)
  investing activities                     (77,327)     (113,336)      203,243
Cash flows from financing activities:
 Short-term borrowings, net                 71,992        21,578      (168,764)
 Proceeds from long-term debt              110,846       272,116        85,699
 Principal payments of long-term
  debt                                     (55,656)     (120,400)     (295,814)
 Patronage refunds and other equity
  paid in cash                             (29,596)       (3,631)       (5,619)
Net cash provided by (used in)
 financing activities.                      97,586       169,663      (384,498)
Net change in cash and cash
 equivalents                                (2,641)       (6,132)        9,021
Cash and cash equivalents at
 beginning of year                          20,562        17,921        11,789
Cash and cash equivalents at
 end of year                             $  17,921        11,789        20,810
Supplemental disclosure of cash
 flow data:
 Cash paid during the years for:
  Interest (net of amounts
   capitalized)                          $  25,761        45,577        28,512
  Income taxes                           $  11,173             -        12,465

          See accompanying notes to consolidated financial statements.

</TABLE>

                        GOLD KIST INC.
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        June 28, 1997, June 27, 1998 and June 26, 1999
                 (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 31,000 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 2,400 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, as well as certain crop notes receivable  of
AgraTrade  Financing, Inc., a wholly-owned  finance  subsidiary
(see note 11).

   The accounting and reporting policies of Gold Kist Inc.  and
subsidiaries   conform   to   generally   accepted   accounting
principles   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 27, 1998 and June 26, 1999, 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)  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.

  (e)  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 the Golden Peanut  Company
     partnership is accounted for using the equity method  (see
     note  10(b)).  Other investments accounted for  under  the
     equity method are not significant.

  (f)  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.

  (g)  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, long-term
     debt  with variable interest rates and interest rate  swap
     agreements,  the carrying value approximates  fair  value.
     All  financial  instruments  are  considered  to  have  an
     estimated fair value which approximates carrying value  at
     June   27,   1998  and  June  26,  1999  unless  otherwise
     specified (see notes 1(e) and 4).

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

          Gold  Kist  adopted 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),  on
     June  30, 1996.  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.   Adoption  of
     SFAS  121  has  not had a material impact on  Gold  Kist's
     financial position, results of operations or liquidity.

  (i)  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.

  (j)  Fiscal Year

          Gold  Kist  employs a 52/53 week  fiscal  year.   The
     consolidated financial statements for 1997, 1998 and  1999
     reflect 52 weeks.  Fiscal 2000 will be a 53 week year.

  (k)  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>
                                        1998     1999

          <S>                         <C>        <C>
          Live poultry and hogs      $ 94,005    93,999
          Marketable products          45,081    56,097
          Raw materials and supplies   35,118    32,703
                                     $174,204   182,799
</TABLE>

(3)  Property, Plant and Equipment

  Property, plant and equipment is summarized as follows:
<TABLE>
<CAPTION>
                                          1998        1999
          <S>                           <C>       <C>

          Land and land improvements    $ 33,412      33,406
          Buildings                      182,735     186,635
          Machinery and equipment        369,441     397,655
          Construction in progress         8,569       1,134
                                         594,157     618,830
          Less accumulated depreciation  338,366     370,814
                                        $255,791     248,016
</TABLE>
(4)  Notes Payable and Long-Term Debt

   Short-term borrowings at June 26, 1999 include $58.1 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  9(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 LIBOR plus .75% per annum.  The Company earns
interest on the collateral funds at rates that approximate  the
federal funds rate.

   In February 1997, an insurance company purchased $30 million
of  Series  A Senior Notes and $25 million of Series  B  Senior
Notes.   The interest rates on the senior promissory notes,  as
well  as the previously issued $20.0 million single installment
interest  note, are adjusted quarterly in accordance  with  the
Company's  overall financial condition.  As of June  26,  1999,
interest  rates on the single installment interest  notes,  the
Series A Senior Notes and the Series B Senior Notes were 9.60%,
7.85% and 8.19%, respectively.

   In  August  1998,  the Company refinanced its  $440  million
secured  committed credit facility with a $500  million  credit
agreement  with  a  commercial bank.  The new  credit  facility
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.   The 364-day line of credit and three-year revolving
credit facility are 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.
Upon  the  consummation of the Agreement with Southern  States,
the  loan provisions required that  proceeds  be applied to the
$250 million bridge facility and that the remaining balance  be
paid  (see  note 1).  The credit agreement contains  provisions
that  require accelerated  payments in accordance with  certain
terms  and  conditions, including the sale  of  facilities  and
excess  cash  flow  as  defined.  The 364-day  line  of  credit
provides  short-term financing that will expire  on  August  1,
2000 and may be extended with the consent of the bank.  The 364-
day line of credit is subject to a .30% per annum facility fee.
The three-year revolving credit agreement expires on August  3,
2001,  but  may  be  extended for a one-year  period  with  the
consent of the bank.  The revolving credit facility fee will be
computed  quarterly based on the Association's ratio of  funded
debt to total capital and will not exceed .35% per annum.


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

  Borrowings under the $250 million facility will bear variable
interest rates below prime.  As of June 26, 1999, there were no
balances  outstanding under the revolving  credit  and  364-day
line  of  credit  loan commitments. The $125 million  revolving
credit facility is reduced by a $100 million irrevocable direct
pay  letter of credit established by  the Association to secure
its  contingent  obligation to Southern States (see  note  11).
Subordinated  loan  certificates of  $35.0  million  and  $10.1
million at June 27, 1998 and June 26, 1999, respectively,  bore
interest  at 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.

  Long-term debt is summarized as follows:
<TABLE>
<CAPTION>
                                                              1998        1999
  <S>                                                        <C>          <C>
  Senior notes payable:
    9.90% interest notes, due in semi-annual installments
     of $1,539 with interest payable semiannually           $  3,077          -
    Single installment 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
  Other long term debt:
    Subordinated capital certificates of interest with
     fixed maturities ranging from two to fifteen years,
     unsecured (weighted average interest rate of 7.6% at
     June 27, 1998 and June 26, 1999)                         73,407     66,905
    Term loan agreement with banks (interest rate of 8.2%
     at June 27, 1998)                                       176,000          -
    Term loan agreement with agricultural credit bank, due
     in semi-annual installments of $1,785 with interest
     payable quarterly (weighted average interest rate of
     8.7% at June 27, 1998 and 7.7% at June 26, 1999)         50,000     48,215
    Revolving credit agreements with commercial banks
     (weighted average rate of  8.1% at June 27, 1998)        21,500          -
    Tax exempt industrial revenue bonds with varying
     interest rates, due in quarterly and annual
     installments through 2016, secured by property,
     plant and equipment                                      10,900     10,450
    Pro rata share of mortgage loan, at 8.47% interest, due
     in monthly installments to June 30, 2004, secured by a
     building                                                  1,873      1,627
    Other                                                      2,091      1,536

                                                             413,848    203,733
  Less current maturities                                     93,248     16,820
                                                            $320,600    186,913
</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 payable at June 27, 1998 and June 26,
1999   was  approximately  $83.1  million  and  $72.4  million,
respectively.

  In June 1997, Gold Kist entered into two $25 million notional
amount  interest  rate swap agreements with a commercial  bank.
Under  the  five-year  interest rate  swap,  the  Company  paid
interest at a fixed rate of 6.48% and received interest at  the
three-month London Interbank Offered Rate (LIBOR).   Under  the
ten  year interest rate swap, the Company paid interest at  the
three-month  LIBOR and received interest at  a  fixed  rate  of
7.44%.      In  June  1998, the commercial bank  exercised  its
option  to  terminate the $25 million notional amount  ten-year
interest rate swap.  In  September 1999, the Company terminated
the $25 million notional amount five-year interest rate swap.


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

     In  September 1997, Gold Kist entered into a $25  million
notional amount five-year interest rate swap agreement  with a
commercial  bank.   Under  the  agreement,  the  Company  paid
interest at a fixed rate of 5.90% and received interest at the
three-month  LIBOR. In September 1999, the Company  terminated
the  $25 million notional amount five-year interest rate swap.
In  October  1997,  Gold Kist entered into three  $25  million
notional  amount five-year interest rate swap agreements  with
two  commercial banks.  Under the agreements, the Company paid
interest  at  a  weighted  average fixed  rate  of  5.98%  and
received  interest at the three-month LIBOR.   In  June  1999,
Gold  Kist  terminated one of the $25 million notional  amount
five-year  interest rate swaps.  Under the two  remaining  $25
million  notional  amount swap agreements,  the  Company  pays
interest  at  a  weighted  average fixed  rate  of  5.86%  and
receives interest at the three-month LIBOR.  In October  2000,
the commercial bank has the option to cancel the two remaining
$25 million notional amount interest rate swaps.

         In  January  1998,  the Company entered  into  a  $25
million notional amount five-year interest rate swap agreement
with  a commercial bank. Under the agreement the Company  paid
interest at a fixed rate of 5.51% and received interest at the
three-month LIBOR.  In June 1999, Gold Kist terminated the $25
million notional amount five-year  interest rate swap.

     The  terms  of  debt  agreements specify  minimum  working
capital,  consolidated tangible net worth,  current  ratio  and
fixed  charge  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.  Annual
required  principal repayments on long-term debt for the  five
years subsequent to June 26, 1999 are as follows:

       Year:
       2000                                             $16,820
       2001                                              33,950
       2002                                              23,046
       2003                                              16,636
       2004                                              22,242

(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 1997, 1998 and 1999  was
$11.4  million, $12.8 million and $13.4 million,  respectively.
Commitments for minimum rentals under non-cancelable  operating
leases at the end of 1999 are as follows:

       2000                                              $7,913
       2001                                               5,870
       2002                                               4,337
       2003                                               1,757
       2004                                                 842

(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.


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


   Patronage reserves represent undistributed allocated  member
margins  less  income taxes paid on undistributed  nonqualified
equity.   Upon  redemption,  the  face  value  of  nonqualified
notified  equity is deductible for federal income tax purposes.
At  June  26, 1999, there was approximately $248.5  million  of
nonqualified  notified equity outstanding.   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.    Also
included  are  amounts  related  to  the  early  redemption  of
notified  equity, representing the difference between the  face
value and the redemption amounts.

(7) Income Taxes

  Total income tax expense (benefit) was allocated as follows:
<TABLE>
<CAPTION>
                                                  1997        1998     1999
  <S>                                             <C>         <C>       <C>
  Margins (loss) from continuing operations     $(4,108)    (35,123)  34,210
  Discontinued operations                           662      (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                 4,518      (3,043)  (4,353)
                                                $ 1,072     (63,226)  25,531
</TABLE>
   The provisions for income tax expense (benefit), principally
Federal,  related to margins (loss) from continuing  operations
consist of the following:
<TABLE>
<CAPTION>
                                                  1997        1998     1999
  <S>                                             <C>          <C>       <C>
  Current expense (benefit)                     $(2,390)    (20,637)   23,750
  Deferred expense (benefit)                     (1,718)    (14,486)   10,460
                                                $(4,108)    (35,123)   34,210
</TABLE>
   Gold  Kist's combined federal and state effective  tax  rate
from  operations for 1997, 1998 and 1999 was (48)%,  (38)%  and
33%,  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 1997, 1998 and 1999 to margins (loss)  from
continuing  before income taxes and minority interest  for  the
applicable year follows:
<TABLE>
<CAPTION>
                                                 1997       1998       1999
  <S>                                            <C>        <C>         <C>
  Computed expected income tax expense
    (benefit)                                   $ 3,012   (32,256)    36,250
  Increase (decrease) in income tax
    expense (benefit) resulting from:
    Income tax litigation                        (5,207)        -          -
    Cash portion of nonqualified patronage
     refund                                           -         -       (792)
    Effect of state income taxes, net of
     Federal benefit                               (531)   (2,199)     1,274
    Nonqualified equity redemptions                (831)   (1,203)    (1,543)
    Employment credits                             (344)      (80)      (109)
    Other, net                                     (207)      615       (870)
                                                $(4,108)  (35,123)    34,210
</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 27, 1998 and June  26,  1999  are  as
follows:
<TABLE>
<CAPTION>
                                                 1998     1999
  <S>                                           <C>       <C>
  Deferred tax assets:
    Postretirement benefits                    $ 18,826  20,694
    Insurance accruals                            7,440  10,437
    Federal net operating loss carryforward      12,286       -
    Federal alternative minimum tax carryforward      -   1,408
    Bad debt reserves                             1,531   1,523
    State tax operating loss carryforwards        3,950   2,111
    Other                                         2,100   3,365
    Investment reserve                                -   5,698
    Discontinued operations                      21,188   3,708
     Total gross deferred tax assets             67,321  48,944
    Less valuation allowance                     (1,136)   (620)
     Total net deferred tax assets               66,185  48,324

  Deferred tax liabilities:
    Unrealized gain on marketable equity
     security                                   (14,592)(10,239)
    Accelerated depreciation                     (2,831) (4,229)
    Deferred compensation                        (3,622) (7,727)
     Total deferred tax liabilities             (21,045)(22,195)
     Net deferred tax assets                   $ 45,140  26,129
</TABLE>

  The net change in the total valuation allowance for the years
ended  1997, 1998 and 1999 was a decrease of $328, an  increase
of  $58  and  a decrease of $516, 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  June 26, 1999, Gold Kist has an alternative minimum  tax
carryforward  for federal income tax purposes of $1.4  million,
which is available to offset future federal taxes.

(8) Employee Benefits

  (a)  Pension Plans

          Gold Kist has noncontributory defined benefit pension
     plans  covering  substantially all of  its  employees  and
     directors  and  an  affiliate's employees  (participants).
     The  plan  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 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.

  (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.


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

   The  following table sets forth the plans' change in benefit
obligation, change in plan assets and economic assumptions  for
the years ended June 27, 1998 and June 26, 1999.
<TABLE>
<CAPTION>
                                                            Medical & Life
                                      Pension Benefits    Insurance Benefits
                                      1998       1999     1998         1999
<S>                                   <C>         <C>       <C>         <C>
Change in benefit obligation
Benefit obligation at beginning of
  year                               $116,670    140,983   53,161      59,612
Service cost                            4,484      4,953    2,917       3,181
Interest cost                           8,677      9,979    4,290       4,106
Contributions by plan participants          -          -      880         996
Actuarial (gains) and losses           22,379      7,105      617       4,188
Benefits paid (other than
  settlements)                        (12,803)    (5,885)  (2,253)     (2,443)
Plan amendments                         1,576          -        -           -
Divestitures, curtailments, or
  settlements                               -    (22,177)       -      (3,583)
Special termination benefits                -      1,372        -           -
Benefit obligation at end of year     140,983    136,330   59,612      66,057

Change in plan assets
Fair value of plan assets at
  beginning of year                   156,673    198,521        -           -
Actual return on plan assets           47,530     20,039        -           -
Contributions by employer               4,330      1,791    1,373       1,447
Contributions by plan participants          -          -      880         996
Benefits paid (other than settlements)(12,803)    (5,885)  (2,253)     (2,443)
Adjustments                             2,791          -        -           -
Settlements                                 -    (18,305)       -           -
Fair value of plan assets at end of
  year                                198,521    196,161        -           -

Funded status                          57,538     59,831  (59,612)    (66,057)
Unrecognized transition (asset)
  /obligation                          (5,970)    (4,027)       -           -
Unrecognized prior service cost         5,915      4,128      606         443
Unrecognized actuarial (gain)/loss    (34,743)   (24,691)   8,071       9,677
Prepaid expense/(accrued liability) $  22,740     35,241  (50,935)    (55,937)

Weighted-average assumptions as of
  year-end
Discount rate                            7.25%      7.25%    7.25%       7.25%
Expected return on plan assets           9.50       9.50        -           -
Rate of compensation increase            5.50       5.50        -           -
</TABLE>

   The  health  care  cost trend rate used to determine  the  medical  and  life
insurance benefit obligation at June 27, 1998 was 6%, declining ratably to 5% by
the  year  2001  and remaining at that level thereafter.  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  2003  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 June
26,  1999  by  $7,429.  A 1% decrease in the health care cost trend  rate  would
decrease  the medical and life insurance benefit obligation as of June 26,  1999
by $6,144.

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

<TABLE>
<CAPTION>
                                                              Medical & Life
                                    Pension Benefits        Insurance Benefits
                                 1997     1998     1999   1997    1998     1999
<S>                            <C>       <C>      <C>     <C>     <C>      <C>
Components of net periodic
  benefit cost
Service cost                  $  4,226    4,484    4,953  2,452   2,917    3,181
Interest cost                    8,006    8,677    9,979  3,508   4,290    4,106
Estimated return on plan assets(11,300) (12,619) (14,865)     -       -        -
Net amortization                  (691)    (347)     335     80     155      130
Net periodic benefit expense  $    241      195      402  6,040   7,362    7,417
</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 June 26, 1999 by $1,060.  A 1%  decrease
in  the  health care cost trend rate would decrease the medical
and  life insurance service and interest cost components as  of
June 26, 1999 by $861.

(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 incident to the business conducted
by Gold Kist, or are not material in amount.

  Gold Kist is committed to purchase from Southern States up to
$100  million  principal  amount  of  preferred  securities  if
Southern  States  is unable to market the securities  to  other
purchasers (see note 11).

   Gold  Kist received proceeds of $20.0 million, $5.0 million,
$4.9  million  and $10.2 million during 1993, 1994,  1995,  and
1996, respectively, for collateralized loans sold with recourse
to  an insurance company, of which $6.3 million was outstanding
at  June 26, 1999.  No gain or loss was recognized on the  sale
of these loans.

   Gold  Kist  is  a guarantor of $65.0 million under  a  $75.0
million  secured loan agreement between a commercial  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 June 26, 1999, the amounts
outstanding under this facility were $68.9 million.

(10) Investments

  (a)  Marketable Equity Security

         At June 26, 1999, the Association's  marketable equity
     security was  carried  at their  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 June 27, 1998, the  Association's  marketable  equity
     securities were carried at  their  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 28, 1997, the  Association's marketable
     equity securities were carried at  their  fair value   of
     $71.1  million,  which  represents   a   gross unrealized
     gain  of  $50.4  million.   The  1997   gross unrealized
     gain, net of deferred income  taxes  of  $17.7  million,
     has  been reflected as a separate  component  of patrons'
     and other equity.

        Dividends  of  $595 thousand,  $625 thousand and $656
     thousand are  included in miscellaneous, net for the years
     ended June 28, 1997, June 27, 1998 and June 26, 1999,
     respectively.

  (b)  Golden Peanut Company

        Gold Kist has a  33 1/3% interest in Golden Peanut Company
     and Subsidiaries, a  partnership interest ("Golden Peanut
     Company").  Gold Kist's  investment in the Golden Peanut
     Company amounted to  $22.7 million and $19.7 million at
     June 27, 1998 and June  26,  1999, respectively.  In 1997
     and  1999,  Gold Kist made additional


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

     investments  of  $1.2  million  and  $1.9  million,
     respectively.    In  1998 and 1999, Gold  Kist  received
     distributions   of  $5.8  million  and   $5.1   million,
     respectively, from Golden Peanut Company.  Golden Peanut
     Company  has a $450.0 million commercial paper  facility
     supported  by  seasonal  backup  lines  of  credit  with
     various banks.   At June 26, 1999, borrowings of  $158.5
     million  were  outstanding under  the  commercial  paper
     facility.

      Summarized financial information of Golden Peanut Company
is shown below:

             Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                                   1998        1999
      <S>                                           <C>         <C>
     Current assets                               $182,013    221,699
     Property, plant and equipment, net and
       other noncurrent assets                      34,036     37,246
       Total assets                               $216,049    258,945
     Current liabilities                          $141,031    186,324
     Accrued postretirement benefit costs            6,383      7,230
     Long-term capital lease obligation                  -      4,000
     Other liabilities                                 530        511
     Partners' equity                               68,105     60,880
       Total liabilities and partners'
         equity                                   $216,049    258,945

                 Condensed Consolidated Statements of Operations

                                                   1997       1998      1999
     Net sales and other operating income         $426,122   425,076  431,430
     Costs and expenses                            408,702   411,971  429,050
       Net earnings                               $ 17,420    13,105    2,380
</TABLE>


          In 1997 and 1998, Gold Kist received $2.1 million  in
     rental   income  from  Golden  Peanut  Company  under   an
     operating   lease  agreement  for  peanut   shelling   and
     procurement   facilities.   Beginning  in   1999   through
     December  2006  annual rent payments  to  Gold  Kist  were
     reduced   to   $1.00.   Gold  Kist  received   procurement
     commissions, royalties and administrative service fees  of
     $4.2  million, $2.5 million and $1.2 million in 1997, 1998
     and  1999, respectively.  In addition, Gold Kist purchased
     $2.3  million  and $1.7 million of inventory  from  Golden
     Peanut Company in 1997 and 1998, respectively.

(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 1997, 1998 and 1999.  Net sales
volume of the Agri-Services segment was $636.2 million, $720.0
million and $153.9 million, respectively, in 1997, 1998 and
1999.    The assets and liabilities of such operations at June
27, 1998 have


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


been reflected as a net current asset.  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  1997,  1998 and 1999 was $16.3 million, $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
will result 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  is
unable to market the securities to other purchasers.  In  March
1999,  the  Association  agreed to  extend  its  commitment  to
purchase  the preferred securities until October 5, 1999.   The
preferred  securities,  if purchased,  will  carry  an  initial
weighted  average dividend rate of 7.8%.  The Association  will
have  no  obligation  to purchase the preferred  securities  if
Southern  States  places with other purchasers similar  capital
and/or equity securities.  To the extent Southern States places
with  other purchasers capital and/or equity securities similar
to  the  preferred  securities in  an  amount  less  than  $100
million,  the  Association's commitment to  purchase  preferred
securities  shall be reduced correspondingly on  a  dollar-for-
dollar  basis. The Association has established a  $100  million
irrevocable  direct  pay  letter  of  credit  to   secure   its
contingent  obligation.  There are no assurances that  Southern
States  will be able to market such securities and relieve  the
Association  of  its  commitment to purchase  such  securities.
Gold  Kist must hold any purchased preferred securities  for  a
period  of  at least nine months from the purchase date.   Upon
expiration  of that period, Gold Kist may give Southern  States
notice of its intention to sell the preferred securities.  Upon
the  later of the expiration of a 120-day waiting period or the
termination  of  a  placement of the  preferred  securities  or
similar  securities commenced by Southern States prior  to  the
end  of the waiting period, Gold Kist will be permitted to sell
the preferred securities.

   In August 1999, Southern States notified the Company that it
does  not expect to place capital and/or equity securities with
other  purchasers by October 5, 1999.  As a result, the Company
anticipates  purchasing the $100 million  principal  amount  of
preferred  securities  in October 1999 as  required  under  the
commitment.

(12) Acquisition of Minority Interest

    In January 1997, the Gold Kist Board of Directors adopted a
resolution authorizing the Company's officers to negotiate with
Golden  Poultry Company, Inc. ("Golden Poultry")  to  pursue  a
transaction in which Gold Kist would acquire all of the  shares
of  Golden Poultry's common stock not currently owned  by  Gold
Kist.   Gold  Kist  owned 10,901,802 shares or  75%  of  Golden
Poultry's 14,628,435 outstanding shares.  The negotiations were
completed and an Agreement and Plan of Merger executed in April
1997  (the "Merger Agreement"), among Gold Kist, Golden Poultry
Company,  Inc.,  Agri International, Inc.  and  Golden  Poultry
Acquisition Corp.

    Pursuant to the Merger Agreement, Gold Kist agreed  to  pay
$14.25  per share in cash for each outstanding share of  common
stock  not already beneficially owned by Gold Kist.  The Merger
Agreement  was  approved  by the Boards  of  Directors  of  the
Association  and Golden Poultry Company, Inc. and was  approved
by  a majority of the owners of the Golden Poultry common stock
not owned by Gold Kist at a Special Meeting of Shareholders  on
September 5, 1997.  The merger became effective on September 8,
1997.  The cost to acquire the outstanding shares and the  fees
and  expenses  incurred  in connection  with  the  merger  were
approximately $55.1 million.  The acquisition of  the  minority
interest  was  accounted  for  using  the  purchase  method  of
accounting.   The  cost in excess over the net assets  acquired
was $24.7 million, which is being amortized over 20 years.  The
pro forma effect of goodwill amortization on prior years is not
significant.


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
                    8/30/99)
<S>                 <C>       <C>                      <C>       <C>
W. A. Smith              40   Director (District 1)    2001      6 months

Herbert A. Daniel, Jr.   47   Director (District 2)    2001      4

Fred K. Norris, Jr.*     71   Director (District 3)    2000      22

James E. Brady, Jr.*     62   Director (District 4)    1999      15

W. Kenneth Whitehead     55   Director (District 5)    1999      6

Dan Smalley*             50   Director (District 6)    1999      14

A. Jack Nally            56   Director (District 7)    2000      8

M. Michael Davis         48   Director (District 8)    2000      5

Phil Ogletree, Jr.       66   Director (District 9)    2001      22
</TABLE>



*   Member of Board of Directors Executive Committee.  Mr.
Norris serves as Chairman of the Board of Directors, and Mr.
Smalley 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
               8/30/99)                           8/30/99)  8/30/99)
<S>            <C>       <C>                      <C>       <C>
G. O. Coan*         63   Chief Executive Officer,      4    40
                          and Chairman of the
                         Management Executive
                         Committee
John Bekkers*       54   President and Chief           4    14
                         Operating Officer
M. A. Stimpert      55   Senior Vice President,        3    16
                         Planning and Administration
Stephen O. West     53   Chief Financial Officer and   1    19
                         Treasurer
J. David Dyson      52   General Counsel, Vice         1    19
                          President and Secretary
Paul G. Brower      60   Vice President                20   20
                          Corporate Relations
Jerry L. Stewart    59   Vice President                18   36
                         Marketing and Sales
Donald W. Mabe      45   Vice President                2    14
                         Operations
Marshall Smitherman 57   Vice President                1    20
                         Purchasing
John K. McLaughlin  61   Vice President Pork and       1    15
                         Aquaculture
Allen C. Merritt    53   Vice President, Science       1    27
                         and Technology
Michael F. Thrailkill 51 Vice President,               7    26
                         Information Services
W. F. Pohl, Jr.     49   Controller                    17   23
</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, and Marshall Smitherman,
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.

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               June 26, 1999  $493,269  $525,000  $3,304    $8,203
 Chief Exec. Officer and June 27, 1998   475,000         0   2,211     9,786
 Chairman of the Manage- June 28, 1997   470,577    50,000   1,869    12,230
 ment Executive Committee

John Bekkers             June 26, 1999  $386,538  $450,000  $10,218   $5,253
 President and Chief     June 27, 1998   347,500         0    5,757    7,186
 Operating Officer       June 28, 1997   282,423    50,000    3,656    9,842

M. A. Stimpert           June 26, 1999  $230,577  $200,000  $9,041    $5,959
 Senior Vice President,  June 27, 1998   204,615         0   5,812     7,518
 Planning & Admin.       June 28, 1997   194,488    24,000   4,497    10,020

Jerry L. Stewart         June 26, 1999  $182,500  $175,000  $8,035    $5,710
 Vice President          June 27, 1998   182,231         0   4,767     7,270
 Marketing and Sales     June 28, 1997   174,981    29,000   3,434     9,353

Donald W. Mabe           June 26, 1999  $151,569  $168,000  $3,505    $2,082
 Vice President          June 27, 1998   132,233         0   2,267     3,018
 Operations              June 28, 1997   117,284     7,000   1,811     1,145
</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 June 26, 1999, June 27, 1998, and June 28, 1997, 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 1999,
  1998 and 1997 on behalf of the named executive officers
  pursuant to the Gold Kist Profit Sharing and Investment
  Plan, a qualified defined contribution plan (401(K)):  Mr.
  Coan - $960, $2,400, and $4,750 respectively, Mr. Bekkers -
  $975, $2,814, and $5,404 respectively; Mr. Stimpert -
  $1,065, $2,450, and $4,804 respectively; Mr. Stewart - $960,
  $2,422, and $4,439 respectively; and Mr. Mabe $909, $1,857,
  and $0 respectively.  In addition, the amounts set forth
  include for fiscal years 1997, 1998 and 1999, 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 - $7,480, $7,386 and $7,243
  respectively; Mr. Bekkers - $4,438, $4,372 and $4,278
  respectively; Mr. Stimpert - $5,216, $5,068 and $4,894
  respectively; Mr. Stewart - $4,914, $4,848 and $4,750
  respectively; and Mr. Mabe $1,145, $1,161 and $1,173
  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.  Gold Kist maintains two noncontributory
retirement plans, one for salaried employees and the other for
hourly employees, which together cover 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 provides 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, will 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 provides 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 provides a monthly pension benefit
equal to $9.00 for each year of plan participation, payable at
age 65; early retirement is permitted after age 55 at reduced
benefit levels.  The plans contain 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 vest after the employee attains five years of service or
at age 55, and the minimum pension benefit at age 65 is $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,
1998, 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, 1998.  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            $7,500    $11,250   $15,000   $18,750   $22,500
$100,000            15,000     22,500    30,000    37,500    45,000
$150,000            22,500     33,750    45,000    56,250    67,500
</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, 1998,
under the retirement income plan for the five executive
officers listed in the summary compensation table are as
follows:  Mr. Coan (30); Mr. Bekkers (14); Mr. Stimpert (25);
Mr. Stewart (30); and Mr. Mabe (14).

     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       $ 15,000  $ 22,500  $ 30,000  $ 37,500  $ 45,000
$150,000         22,500    33,750    45,000    56,250    67,500
$200,000         30,000    45,000    60,000    75,000    90,000
$250,000         37,500    56,250    75,000    93,750   112,500
$350,000         52,500    78,750   105,000   131,250   157,500
$500,000         75,000   112,500   150,000   187,500   225,000
$750,000        112,500   168,750   225,000   281,250   337,500
$850,000        127,500   191,250   255,000   318,750   382,500
</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
June 26, 1999: Mr. Coan - $309,226;  Mr. Bekkers - $172,905;
and Mr. Stimpert - $151,256.

     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 June 26,
1999, 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 Fred K. Norris, Jr., Dan Smalley,
and James E. Brady, Jr. 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 June 26, 1999, 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 27, 1998 and
             June 26, 1999
             Consolidated Statements of Operations-Years
             Ended June 28, 1997, June 27, 1998 and June 26, 1999
             Consolidated Statements of Patrons' and Other
             Equity-and Comprehensive Income (Loss) Years
             Ended June 28, 1997, June 27, 1998 and June 26,
             1999
             Consolidated Statements of Cash Flows-Years
             ended June 28, 1997, June 27, 1998 and June 26,
             1999
             Notes to Consolidated Financial Statements

       (a)2. Financial Statement Schedules:

             Gold Kist Inc.

             Financial Statement Schedule:

             II.  Valuation Reserves--Years Ended June 28, 1997
                  June 27, 1998 and June 26, 1999


<TABLE>
<CAPTION>

                                 GOLD KIST INC.

                        Schedule II - Valuation Reserves

                          (Dollar Amounts in Thousands)


   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

Deducted in the consolidated
balance sheets from the asset
to which it applies:

Allowance for doubtful accounts:
<S>                        <C>           <C>        <C>      <C>         <C>
 June 28, 1997            $1,576          336       -        486 (A)     1,426

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

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

   (A)  Represents accounts written off.


Allowance for deferred tax
 assets valuation:

 June 28, 1997            $1,406            -       -        328 (C)     1,078

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

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


   (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
          Supplement with CoBank, ACB
          dated as of September 1, 1997

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
          11, 1997, with the Prudential      (Registration 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
          as of June 3, 1991 with the        (Registration No. 333-36291)
          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(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
          Gold Kist Inc., Atlanta, Georgia   (Registration 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)General Partnership Agreement      Annual Report on Form    Exhibit B-10(f)(1)
          (Golden Peanut Company)            10-K for the Fiscal
          between Gold Kist and Archer-      Year Ended June 30, 1987
          Daniels-Midland Company, dated
          as of December 17, 1986

B-10(f)(2)Amended and Restated Partnership   Registration filed on    Exhibit 10(f)(2)
          Agreement (Golden Peanut Company)  Form S-2 (Registration
          between Gold Kist Inc., Archer-    No. 33-31164)
          Daniels-Midland Company and
          Alimenta Processing Corporation,
          dated as of March 1, 1989

B-10(f)(3)Amendment to Amended and           Registration filed on    Exhibit 10(f)(3)
          Restated Partnership Agreement     Form S-2 (Registration
          (Golden Peanut Company) between    No. 33-42900)
          Gold Kist Inc., Archer-Daniels-
          Midland Company and Alimenta
          Processing Corporation, dated
          as of June 30, 1991

B-10(f)(4)Master Commercial Facilities       Annual Report on Form    Exhibit B-10(f)(2)
          Lease Agreement between Gold       10-K for the Fiscal
          Kist and Golden Peanut Company     Year Ended June 30, 1987
          dated as of December 17, 1986

B-10(g)   Grain Procurement Agreement        Annual Report on Form    Exhibit B-10(h)
          between Gold Kist and Archer-      10-K for the Fiscal
          Daniels-Midland Company, dated     Year Ended June 30, 1987
          August 31, 1987

B-10(h)   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(i)(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(i)(2)First Amendment dated as of
          September 30, 1998, 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(i)(3)Second Amendment dated as of
          October 13, 1998, 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(i)(4)Third Amendment dated as of
          December 3, 1998, 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(i)(5)Fourth Amendment dated as of
          April 30, 1999, 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
          of Securities dated October 13, 1998
          between Southern States Cooperative,
          Incorporated and Gold Kist Inc.

B-10(k)(2)Amendment dated March 25, 1999 to
          Commitment Letter for Purchase of
          Securities between Southern States
          Cooperative, Incorporated and
          Gold Kist Inc.

B-21      Subsidiaries of the Registrant     Annual Report on Form    Exhibit B-21
          10-K for the Fiscal Year
          ended June 27, 1998

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 June 26, 1999.

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:  September 21, 1999    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            September 21, 1999
G. O. COAN               (Principal Executive Officer)

/s/ Stephen O. West      Chief Financial Officer            September 21, 1999
STEPHEN O. WEST          (Principal Financial Officer)

/s/ W. F. Pohl, Jr.      Controller (Principal              September 21, 1999
W. F. POHL, JR.          Accounting Officer)

/s/ Fred K. Norris, Jr.       Director                      September 21, 1999
FRED K. NORRIS, JR.

/s/ Dan Smalley               Director                      September 21, 1999
DAN SMALLEY

/s/ James E. Brady, Jr.       Director                      September 21, 1999
JAMES E. BRADY, JR.

/s/ Phil Ogletree, Jr.        Director                      September 21, 1999
PHIL OGLETREE, JR.

/s/ A. Jack Nally             Director                      September 21, 1999
A. JACK NALLY

/s/ W. Kenneth Whitehead      Director                      September 21, 1999
W. KENNETH WHITEHEAD

/s/H. Michael Davis           Director                      September 21, 1999
H. MICHAEL DAVIS

/s/ Herbert A. Daniel, Jr.    Director                      September 21, 1999
HERBERT A. DANIEL, JR.

/s/ W. A. Smith               Director                      September 21, 1999
W. A. SMITH
</TABLE>

                                  Index to Exhibits

                                                            Sequentially
Exhibit                                                     Numbered
Number                  Description                         Page

B-4(i)(1)          Multiple Advance Term Loan
                   Supplement with CoBank, ACB
                   dated as of September 1, 1997

B-10(i)(2)         First Amendment dated as of
                   September 30, 1998, to
                   Credit Agreement dated as of
                   August 4, 1998, with various banks
                   and lending institutions, as lenders,
                   and Cooperatieve Centrale Raiffeisen-
                   Boerenleen Bank B.A., New York
                   Branch, as agent

B-10(i)(3)         Second Amendment dated as of
                   October 13, 1998, 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(i)(4)         Third Amendment dated as of
                   December 3, 1998, 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(i)(5)         Fourth Amendment dated as of
                   April 30, 1999, 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(k)(1)         Commitment Letter for Purchase
                   of Securities dated October 13, 1998
                   between Southern States Cooperative,
                   Incorporated and Gold Kist Inc.

B-10(k)(2)         Amendment dated March 25, 1999 to
                   Commitment Letter for Purchase of
                   Securities between Southern States
                   Cooperative, Incorporated and
                   Gold Kist Inc.

B-27               Financial Data Schedule