EXHIBIT B-10(i)(2)

                       FIRST AMENDMENT TO
                        CREDIT AGREEMENT



     This First Amendment to Credit Agreement (this
"Amendment"), dated as of September 30, 1998, is made and
entered into by and among GOLD KIST INC., a cooperative
marketing association organized and existing under the laws of
the State of Georgia (the "Borrower"), various banks and other
lending institutions as are, or may from time to time become,
parties hereto (collectively, the "Lenders" and individually,
a "Lender"), and COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK
BRANCH ("Rabobank") as Agent for the Lenders.


                      W I T N E S S E T H:

     WHEREAS, the parties hereto are parties to that certain
Credit Agreement, dated as of August 4, 1998 (the "Credit
Agreement"); and

     WHEREAS, the Borrower has requested that the Lenders
provide for a $15,000,000 Swing Line Commitment under the
Credit Agreement, such Commitment to be a sublimit of the
364-Day Commitment;

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

     Section 1.  Amendments.   The terms of the Credit
Agreement are hereby amended as follows:

     (a)  Definitions.  Section 1.1 of the Credit Agreement is
amended by adding thereto the following defined terms:


          ""Swing Line Advance" shall mean an advance made by
the Swing Line Bank pursuant to Section 2.1(d), which Advance
shall be for all purposes under this Agreement (except as
expressly provided otherwise by Sections 2.1(c), (d), or (e))
be deemed an advance under the 364-Day Line of Line of Credit
Commitment.

          "Swing Line Bank" shall mean Rabobank.

          "Swing Line Borrowing" shall mean a borrowing
consisting of a Swing Line Advance made by the Swing Line
Bank.

          "Swing Line Maturity Date" shall mean, with respect
to any Swing Line Advance, the date that is five Business Days
prior to the 364 Day Loan Maturity Date.

          "Swing Line Participation" shall mean the
participation purchased by a Lender in any Swing Line Advance
pursuant to Section 2.1(e).

          "Swing Line Sublimit" has the meaning specified in
Section 2.1(d)."


     (b)  Swing Line Borrowings.  Section 2.1 of the Credit
Agreement is amended by adding the following subsections
thereto.

          "(d) The Swing Line Advances.  The Borrower may
               request the Swing Line Bank to make, and the
               Swing Line Bank shall make, on the terms and
               conditions hereinafter set forth, Swing Line
               Advances to the Borrower from time to time on
               any Business day during the period from the
               date hereof until the Swing Line Maturity Date
               in an aggregate amount not to exceed at any
               time outstanding U.S. $15,000,000 (the "Swing
               Line Sublimit"); provided that at such time the
               outstandings under all Swing Line Advances plus
               the outstandings under all 364-Day Loans, after
               giving effect to such Borrowing, shall not
               exceed the 364-Day Line of Credit Commitment.
               Each Swing Line Advance shall bear interest at
               a per annum rate equal to the Base Rate minus
               1% (one percent).  Within the limits of the
               Swing Line Sublimit, the Borrowers may borrow
               under this Section 2.1(d), repay pursuant to
               Section 3.1 and reborrow under this Section
               2.1(d).

            (e)     Each Swing Line Advance shall be made on
               notice, given not later than 11:00 A.M. (New
               York City time) on the date of the proposed
               Swing Line Advance, by the Borrower to the
               Swing Line Bank.  Each such notice of a
               proposed Swing Line Borrowing (a "Notice of
               Swing Line Borrowing") shall be by telephone,
               confirmed immediately in writing, or telex or
               telecopier, specifying therein the requested
               (i) date on which such Swing Line Advances to
               be made and (ii) amount of such Swing Line
               Advance.  The Swing Line Bank, upon fulfillment
               of the applicable conditions set forth in
               Article II, will make the amount thereof
               available, no later than 4:00 P.M. (New York
               City time) on such Business Day, to the
               Borrower in same day funds by crediting the
               account of the Borrower set forth in the Notice
               of Borrowing pursuant to which the Advance is
               being made.  At any time the Swing Line Bank
               makes a Swing Line Advance, each Lender (other
               than the Swing Line Bank) shall be deemed,
               without further action by any Person, to have
               purchased from the Swing Line Bank an unfunded
               participation in any such Swing Line Advance in
               an amount equal to the amount of such Advance
               times such Lender's Pro Rata Share of the
               364-Day Line of Credit Commitment (the "Swing
               Line Participation") and shall be obligated to
               fund such participation at such time and in the
               manner provided below.  Each such Lender's
               obligation to participate in, purchase and fund
               such Swing Line Participation shall be absolute
               and unconditional and shall not be affected by
               any circumstance, including, without
               limitation, (i) any set-off, counterclaim,
               recoupment, defense or other right which such
               Lender or any other Person may have against the
               Swing Line Bank or any other Person for any
               reason whatsoever; (ii) the occurrence or
               continuance of Default or an Event of Default
               or the termination of the Commitments; (iii)
               any adverse change in the condition (financial
               or otherwise) of the Borrower or any other
               Person; (iv) any breach of this Agreement by
               any Borrower or any other Lender; or (v) any
               other circumstance, happening or event
               whatsoever, whether or not similar to any of
               the foregoing.  The Borrower hereby consents to
               each such sale and assignment.  Each Lender
               agrees to fund any outstanding Swing Line
               Participation on (i) the Business Day of which
               demand therefor is made by the Swing Line Bank,
               provided that such demand is made not later
               than 1:00 P.M. (New York City time) on such
               Business Day, or (ii) the first Business Day
               next succeeding such demand is made after such
               time.  Upon any such assignment by the Swing
               Line Bank to any other Lender of a Swing Line
               Participation, the Swing Line Bank represents
               and warrants to such other Lender that it is
               the legal and beneficial owner of such interest
               being assigned by it, but makes no other
               representation or warranty and assumes no
               responsibility with respect to such Swing Line
               Advance or Swing Line Participation, or the
               Loan Documents or the Borrower to which such
               Swing Line Advance was made.  If and to the
               extent that any Lender shall not have so made
               the amount of such Swing Line Participation
               available to the Administrative Agent, such
               Lender agrees to pay to the Administrative
               Agent forthwith on demand such amount together
               with interest thereon, for each day from the
               date of the request by the Swing Line Bank
               until the date such amount is paid to the
               Administrative Agent, at the Federal Funds
               Rate.  If such Lender shall pay to the
               Administrative Agent such amount for the
               account of the Swing Line Bank on any Business
               Day, such amount so paid in respect of
               principal shall constitute a 364-Day Loan made
               by such Lender on such Business Day for
               purposes of the Agreement, and the outstanding
               principal amount of the Swing Line Advance made
               by the Swing Line Bank shall be reduced by such
               amount on such Business Day.

          (f)  Each Notice of Borrowing and Notice of Swing
               Line Borrowing shall be irrevocable and binding
               on the Borrower requesting the Advances covered
               by such Notice and such Borrower shall
               indemnify each Lender against any loss or
               expense incurred by such Lender as a result of
               any failure to fulfill on or before, as
               applicable, the date specified for such Advance
               the applicable conditions set forth in Article
               II, including, without limitation, any loss
               (excluding loss of anticipated profits) or
               expense incurred by reason of the liquidation
               or reemployment of deposits or other funds
               acquired by such Lender (and the Administrative
               Agent in the case of Advances by the
               Administrative Agent pursuant to Section 2.1(d)
               to fund such Advance when such Advance, as a
               result of such failure, is not made on such
               date.




Section 2.  Conditions Precedent.  This First Amendment and
the obligations of the Lenders evidenced hereunder shall not
be effective until the Administrative Agent shall have
received a Certificate executed by the Chief Executive Officer
or Chief Financial Officer of the Borrower stating that, to
the best of his knowledge and based upon an examination
sufficient to enable him to make an informed statement, (i)
all of the representations and warranties made or deemed to be
made under the Credit Agreement are materially true and
correct as of the date of this First Amendment to Credit
Agreement, and (ii) no Default or Event of Default exists.


     Section 3.  Reference to and Effect on the Credit
Agreement and the Other Loan Documents.

     (a)  On and after the date hereof, each reference in the
Credit Agreement to "this Agreement," "hereunder," "hereof,"
"herein" or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to
the "Credit Agreement," "thereunder," "thereof" or words of
like import referring to the Credit Agreement shall mean and
be a reference to the Credit Agreement as amended hereby.

     (b)  Except as specifically amended by this Amendment,
the Credit Agreement and the other Loan Documents shall remain
in full force and effect and are hereby ratified and
confirmed.

     (c)  The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein,
constitute a waiver of any provision of, or operate as a
waiver of any right, power or remedy of the Administrative
Agent or any Lender under the Credit Agreement or any of the
other Loan Documents.

     Section 4.  Miscellaneous.

     (a)  Section and Subsection Headings.   Section and
Subsection headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part
of this Amendment for any other purpose or be given any
substantive effect.

     (b)  Governing Law.   This Amendment and the rights and
obligations of the parties hereunder shall be governed by, and
shall be construed and enforced in accordance with, the laws
of the State of Georgia.

     (c)  Counterparts; Effectiveness.  This Amendment may be
executed in any number of counterparts and by different
parties hereto and separate counterparts, each of which when
so executed and delivered shall be deemed an original, but all
such counterparts taken together shall constitute but one and
the same instrument; signature pages may be detached from
multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically
attached to the same document.  This Amendment shall become
effective upon the execution of a counterpart hereof by the
Borrower and the Required Lenders and receipt by the Borrower
and the Administrative Agent of written or telephonic
notification of such execution and authorization or delivery
thereof.

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

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


                         Attest: /s/ J. David Dyson
                         Name: J. David Dyson
                         Title: Gen. Counsel, Vice President

                         [CORPORATE SEAL]

                         COOPERATIEVE CENTRALE RAIFFEISEN-
                         BOERENLEENBANK B.A., "Rabobank
                         Nederland", NEW YORK BRANCH,
                         individually and as Agent

                         By: /s/ R. J. Beard
                         Name: R. J. Beard
                         Title: Vice President

                         By: /s/ W. Jeffrey Vollack
                         Name: W. Jeffrey Vollack
                         Title: Senior Credit Officer
                                 Senior Vice President

11561/Securities/Exhibit/1st Amendment to Credit Agmt