10

ATL/836402.2
                     Exhibit B-10(f)(1)

                           WAIVER

      This  Waiver (this "Waiver") effective as of the  11th
day  of  January, 2002, among GOLD KIST INC., a  cooperative
marketing association organized and existing under the  laws
of  the State of Georgia (the "Borrower"), the various banks
and  other  lending institutions and institutional investors
listed  on  the  signature  pages  hereof  as  Lenders  (the
"Lenders"),    and    COOPERATIEVE   CENTRALE    RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK  BRANCH,
as agent (the "Agent"),

                    W I T N E S S E T H:

      WHEREAS, the Borrower, the Lenders, and the Agent  are
parties  to that certain Second Amended and Restated  Credit
Agreement  dated  as  of  October  23,  2001  (the   "Credit
Agreement"); and

     WHEREAS, the Borrower is currently a member of Commerce
Ventures,  LLC  ("Commerce Ventures") and  desires  to  make
capital  contributions to Commerce Ventures after  the  date
hereof  in  an aggregate amount not exceeding $500,000  (the
"Commerce Investment"); and

     WHEREAS, the Commerce Investment is prohibited pursuant
to Section 7.4 of the Credit Agreement; and

      WHEREAS,  the  Borrower owns  certain  shares  in  The
Principal Group (the "Principal Shares"); and

      WHEREAS,  the  Borrower desires to sell the  Principal
Shares for cash consideration equal to the fair market value
of  the  Principal Shares as of the time of such  sale  (the
"Principal Shares Liquidation"); and

       WHEREAS,  pursuant  to  Section  3.1  of  the  Credit
Agreement,  the Borrower will be required to make  mandatory
prepayments to the Senior Note Holders and the Lenders in an
amount  equal to 100% of the net proceeds from the Principal
Shares  Liquidation, with such mandatory prepayment required
to  be  made  to  the  Lenders being applied  to  repay  the
outstanding Term Loans on a pro rata basis (the  "Term  Loan
Prepayment"); and

      WHEREAS, the Borrower has requested that the Agent and
the  Lenders waive the provisions of: (a) Section 7.4 of the
Credit  Agreement  with respect to the Commerce  Investment,
and (b) Section 3.1 of the Credit Agreement with respect  to
the  Term Loan Prepayment and instead allow the net proceeds
of  the  Principal Shares Liquidation to be retained by  the
Borrower;

      NOW  THEREFORE,  in  consideration  of  the  foregoing
premises and other good and valuable consideration  paid  by
each  party  to  the other, the receipt and  sufficiency  of
which  are hereby acknowledged, the parties hereby agree  as
follows:

      1.    Waiver.  The Agent and the Lenders hereby  waive
the  provisions  of (a) Section 7.4 of the Credit  Agreement
with respect to the Commerce Investment, and (b) Section 3.1
of  the  Credit  Agreement with respect  to  the  Term  Loan
Prepayment   in   connection  with  the   Principal   Shares
Liquidation; provided that the Agent shall have  received  a
waiver  or  consent  executed by the requisite  Senior  Note
Holders  waiving  the  mandatory prepayment  of  the  Senior
Notes,  in  form  and  substance acceptable  to  the  Agent.
Except  for  the  waiver set forth above, the  text  of  the
Credit Agreement and the Loan Documents shall remain in full
force  and  effect.  The Borrower acknowledges and expressly
agrees  that  the Lenders reserve the right to,  and  do  in
fact,   require  strict  compliance  with  all   terms   and
provisions  of  the  Credit Agreement  and  the  other  Loan
Documents.

      2.    Representations  and Warranties.   The  Borrower
hereby  represents and warrants in favor of  the  Agent  and
each Lender, as follows:

             (a)   the Borrower has the corporate power  and
       authority (i) to enter into this Waiver, and (ii)  to
       do   all   acts   and  things  as  are  required   or
       contemplated  hereunder  to  be  done,  observed  and
       performed by it;

             (b)   this  Waiver  has been  duly  authorized,
       validly  executed  and  delivered  by  one  or   more
       authorized   signatories   of   the   Borrower,   and
       constitutes  the legal, valid and binding  obligation
       of  the Borrower, enforceable against the Borrower in
       accordance with its terms;

             (c)   the execution and delivery of this Waiver
       and  performance  by the Borrower  under  the  Credit
       Agreement do not and will not require the consent  or
       approval  of any regulatory authority or governmental
       authority  or  agency  having jurisdiction  over  the
       Borrower  which  has not already been  obtained,  nor
       contravene or conflict with the charter documents  of
       the  Borrower,  or  the provisions  of  any  statute,
       judgment, order, indenture, instrument, agreement  or
       undertaking, to which the Borrower is a party  or  by
       which  any of its properties are or may become bound;
       and

             (d)   as  of the date hereof, and after  giving
       effect  to  this Waiver (i) no Default  or  Event  of
       Default  exists under the Credit Agreement, and  (ii)
       each   representation  and  warranty  set  forth   in
       Article  5  of  the  Credit  Agreement  is  true  and
       correct.

      3.   Loan Document.  This Waiver shall be deemed to be
a Loan Document for all purposes.

       4.    Expenses.   The  Borrower  agrees  to  pay  all
reasonable expenses of the Agent incurred in connection with
this  Waiver,  including, without limitation, all  fees  and
expenses of counsel to the Agent.

      5.    Counterparts.  This Waiver may  be  executed  in
multiple counterparts, each of which shall be deemed  to  be
an   original  and  all  of  which,  taken  together,  shall
constitute  one  and  the  same agreement.  Delivery  of  an
executed   counterpart   of   this   Waiver   by   facsimile
transmission shall be as effective as delivery of a manually
executed counterpart hereof.

      6.   Governing Law.  This Waiver shall be deemed to be
made  pursuant  to the laws of the State of  New  York  with
respect to agreements made and to be performed wholly in the
State  of  New  York,  and shall be construed,  interpreted,
performed and enforced in accordance therewith.

      7.    Definitions.  All capitalized terms used but not
otherwise  defined herein shall have the meanings set  forth
in the Credit Agreement.

      8.   Effectiveness.  This Waiver shall be effective as
of  the date first written above upon the Agent's receipt of
(a)  a counterpart hereof duly executed by the Borrower  and
the  Required Lenders, and (b) such other documents executed
by the Borrower as the Agent may reasonably require.


     IN WITNESS WHEREOF, the parties hereto have caused this
Waiver to be duly executed and delivered by their duly
authorized officers as of the day and year first above
written.

BORROWER:                        GOLD KIST INC.



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


                                 By:
                                  Name:
                                  Title:


                                              [SEAL]


AGENT, L/C ISSUER AND LENDER:    COOPERATIEVE CENTRALE
                                 RAIFFEISEN-BOERENLEENBANK B.A.,
                                 "RABOBANK NEDERLAND", NEW YORK
                                 BRANCH


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


                                 By: /s/ W. Pleter C. Kodds
                                  Name:  W. Pleter C. Kodds
                                  Title: Managing Director


             (SIGNATURES CONTINUE ON NEXT PAGE)

LENDERS:                         SUNTRUST BANK



                                 By:  /s/ Hugh E. Brown
                                  Name:  Hugh E. Brown
                                  Title: Vice President



                                 By:            N/A
                                  Name:
                                  Title:


                                 FORTIS BANK (NEDERLAND) N.V.



                                 By: /s/ A. J. van Baier
                                  Name: A. J. van Baier
                                  Title:  Senior Account Manager


                                 By: /s/ Y.C.M. vel hlock
                                  Name: Y.C.M. vel hlock
                                  Title:  Deputy Director

                                 HARRIS TRUST AND SAVINGS BANK



                                 By: /s/ Philip Langhorn
                                  Name: Philip Langhorn
                                  Title: Vice President


                                 By:
                                  Name:
                                  Title:


             (SIGNATURES CONTINUE ON NEXT PAGE)

                                 U.S. BANK NATIONAL ASSOCIATION



                                 By: /s/ Kathi Hatch
                                  Name: Kathi Hatch
                                  Title: Assistant Vice
                                 President


                                 By:
                                  Name:
                                  Title:

                                 COBANK, ACB



                                 By: /s/ Kenneth L. Warlick
                                  Name: Kenneth L. Warlick
                                  Title: Vice President


                                 By:
                                  Name:
                                  Title:


             (SIGNATURES CONTINUE ON NEXT PAGE)





                                 BANK OF AMERICA, N.A.



                                 By:  /s/ William H. Powell
                                  Name: William H. Powell
                                  Title: Vice President


             (SIGNATURES CONTINUE ON NEXT PAGE)

                               THE CIT GROUP/BUSINESS CREDIT,
                               INC.


                               By: /s/ James H. Cooper
                                Name: James H. Cooper
                                Title:


                               By: /s/ John E. Boltan
                                Name: John E. Boltan
                                Title: Vice President

                               GREENSTONE FARM CREDIT SERVICES,
                               FLCA


                               By: /s/ Alfred S. Compton, Jr.
                                Name: Alfred S. Compton, Jr.
                                Title: Vice President/Senior
                               Lending Officer


                               By:
                                Name:
                                Title:


             (SIGNATURES CONTINUE ON NEXT PAGE)


                               JOHN HANCOCK LIFE INSURANCE
                               COMPANY


                               By: /s/ Scott A. McFetridge
                                Name: Scott A. McFetridge
                                Title: Managing Director


                               By:
                                Name:
                                Title:

                               JOHN HANCOCK VARIABLE LIFE
                               INSURANCE COMPANY


                               By: /s/ Scott A. McFetridge
                                Name: Scott A. McFetridge
                                Title: Managing Director

                               By:
                                Name:
                                Title:


             (SIGNATURES CONTINUE ON NEXT PAGE)

                               SIGNATURE 4 LIMITED

                               By: John Hancock Life Insurance
                                  Company, as Portfolio Advisor


                               By: /s/ Scott A. McFetridge
                                Name: Scott A. McFetridge
                                Title: Managing Director

                               SIGNATURE 5 L.P.

                               By:     John Hancock Life
                                  Insurance Company, as
                                  Portfolio Advisor


                               By: /s/ Scott A. McFetridge
                                Name: Scott A. McFetridge
                                Title: Managing Director

                               MELLON BANK, N.A., solely in its
                               capacity as Trustee for the Bell
                               Atlantic Master Trust as directed
                               by John Hancock Life Insurance
                               Company, and not in its
                               individual capacity


                               By: /s/ Carole Bruno
                                Name: Carole Bruno
                                Title: Authorized Signatory


                               By:
                                Name:
                                Title:



[14691]