Exhibit B-4(f)(10)


                                            EXECUTION COUNTERPART


                          AMENDMENT OF
                       2000 NOTE AGREEMENT


     This Amendment, dated October 23, 2001 ("Amendment") to that
certain  Consolidated, Amended and Restated Note  Agreement  (the
"Note Agreement") dated as of November 3, 2000, between Gold Kist
Inc.  (the  "Company")  and The Prudential Insurance  Company  of
America  ("Prudential")  both on its  own  behalf  and  as  asset
manager for Gateway Recovery Trust.

     WHEREAS, the parties hereto have executed and delivered that
certain Note Agreement;

     WHEREAS, concurrent with the execution and delivery  of  the
Note Agreement, the Company also entered into the Bank Agreement;

     WHEREAS, the parties to the Bank Agreement are amending  and
restating such agreement;

     WHEREAS, the Company has requested that Prudential agree  to
conform the covenants in the Note Agreement to match those  found
in the amended and restated Bank Agreement;

     WHEREAS,  Prudential is willing to enter into this Amendment
subject  to  the satisfaction of conditions and terms  set  forth
herein;

     WHEREAS,  capitalized terms used herein  and  not  otherwise
defined  shall have the meanings set forth in the Note Agreement;
and

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

A.    Pursuant to paragraph 11C of the Note Agreement the Company
and  Prudential  hereby agree that the Note  Agreement  shall  be
amended as follows:

     1.    Paragraph  5A.   Paragraph 5A(1)  is  amended  in  its
entirety to read as follows:

          "5A(1)    General Information.  The Company covenants
that it will deliver to each Significant Holder in triplicate:

          (i)   as  soon  as practicable and in any event  within
     45 days after the end of each Fiscal Quarter (other than the
     fourth Fiscal Quarter) in each Fiscal Year,

               (1)   statements of operations, patrons' and other
          equity  and comprehensive income (loss) and cash  flows
          for the period from the beginning of the current Fiscal
          Year to the end of such Fiscal Quarter, and

               (2)  balance sheet as at the end of such Fiscal
          Quarter,

     setting  forth in each case in comparative form figures  for
     the  corresponding period in the preceding Fiscal Year,  all
     in  reasonable  detail  and  satisfactory  in  form  to  the
     Required  Holder(s) and certified by an authorized financial
     officer of the Company as fairly presenting, in all material
     respects,  the  financial condition of the Company  and  its
     Consolidated Subsidiaries as of the end of such  period  and
     the results of their operations for the period then ended in
     accordance  with  GAAP,  subject to changes  resulting  from
     normal year-end adjustments and the inclusion of abbreviated
     footnotes;  provided,  however, that  delivery  pursuant  to
     clause (iii) below of copies of the Quarterly Report on Form
     10-Q  of the Company for such Fiscal Quarter filed with  the
     Securities  and  Exchange  Commission  shall  be  deemed  to
     satisfy the requirements of this clause (i) with respect  to
     the Consolidated Statements;

          (ii) as soon as practicable and in any event within  90
     days after the end of each Fiscal Year,

               (1)  statements of operations, patrons' and other
          equity and comprehensive income (loss) and cash flows
          for such year, and

               (2)  a balance sheet as at the end of such year,

     setting forth in each case in comparative form corresponding
     Consolidated figures from the preceding annual audit, all in
     reasonable detail and satisfactory in scope to the  Required
     Holder(s)  and reported on by independent public accountants
     of  recognized standing selected by the Company whose report
     shall be without limitation as to the scope of the audit and
     reasonably   satisfactory  in  substance  to  the   Required
     Holder(s);  provided,  however, that  delivery  pursuant  to
     clause  (iii) below of copies of the Annual Report  on  Form
     10-K  of the Company for such year filed with the Securities
     and  Exchange  Commission shall be  deemed  to  satisfy  the
     requirements  of  this  clause  (ii)  with  respect  to  the
     Consolidated statements;

          (iii)      if  the  Company or any of its  Subsidiaries
     shall  become  a public company, promptly upon  transmission
     thereof,  copies  of  all such financial  statements,  proxy
     statements,  notices and reports as it  shall  send  to  its
     public   stockholders   and  copies  of   all   registration
     statements  (without exhibits) and all reports  (other  than
     any registration statement filed on Form S-8) which it files
     with   the  Securities  and  Exchange  Commission  (or   any
     governmental  body or agency succeeding to the functions  of
     the Securities and Exchange Commission);

          (iv)  Promptly (a) after notice thereof being delivered
     to the Company or any Subsidiary, notice of the commencement
     of  any  audit  of  any federal, state or other  income  tax
     return  of  the  Company  or any Subsidiary,  and  (b)  upon
     receipt  thereof, a copy of each other report  submitted  to
     the Company or any Subsidiary by independent accountants  in
     connection with any annual, interim or special audit made by
     them of the books of the Company or any Subsidiary;

          (v)   promptly  upon receipt thereof, a  copy  of  each
     report, survey, study, evaluation or assessment or, promptly
     upon  request therefor, any other document prepared  by  any
     consultant,  engineer,  environmental  authority  or   other
     Person  (other  than  work product of  the  Company's  legal
     counsel)  relating  to  compliance by  the  Company  or  any
     Subsidiary  with  any Environmental Laws,  if  the  cost  of
     remediation, repair or compliance may be reasonably expected
     to exceed $1,000,000 in any one case or in the aggregate;

          (vi)  with  reasonable promptness, upon the request  of
     the  holder  of  any  Note, provide  such  holder,  and  any
     qualified  institutional buyer designated  by  such  holder,
     such  financial  and other information as  such  holder  may
     reasonably  determine to be necessary  in  order  to  permit
     compliance  with the information requirements of  Rule  144A
     under  the  Securities Act in connection with the resale  of
     Notes, except at such times as the Company is subject to the
     reporting  requirements  of  section  13  or  15(d)  of  the
     Exchange  Act.   For the purpose of this clause  (vii),  the
     term  "qualified institutional buyer" shall have the meaning
     specified in Rule 144A under the Securities Act;

          (vii)      immediately upon the effective date  of  any
     amendment  or modification of the Bank Agreement  (including
     without  limitation  any adjustment to  the  borrowing  base
     thereunder), any such amendment or modification; and

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

     2.    Paragraph  5K.   Paragraph 5K(i)  is  amended  in  its
entirety to read as follows:

          "(i)  offer  to prepay the Notes pursuant to  paragraph
     4B, as provided in clause (ii) below:

               (a)   in  an  amount  equal to  100%  of  the  Net
          Proceeds  of  Stock or any offering by the  Company  of
          Subordinated   Debt  (other  than  an   offering   that
          increases   the   outstandings  under   the   Company's
          Subordinated Loan Certificates or Subordinated  Capital
          Certificates of Interest in existence prior to November
          3,  2000  and  described on Schedule 5K hereto).   Such
          prepayment shall be due immediately upon the receipt by
          the Company of such net proceeds.

               (b)   in  amounts  equal to (i) 100%  of  the  net
          proceeds  from  any  sale or other disposition  by  the
          Company of any inventory (other than sales of inventory
          in  the  ordinary course), (ii) 50% of the net proceeds
          of  any sale or other disposition by the Company of any
          of  the  SSC  Securities, and (iii)  100%  of  the  net
          proceeds  from  any  other sale  or  other  disposition
          (other  than sales of inventory in the ordinary  course
          of   business),   or   series  of  related   sales   or
          dispositions,  by  the  Company  of  any   assets   not
          otherwise  referenced above in this paragraph 5K(i)(b),
          where  the  net proceeds exceed $1,000,000, other  than
          any  sale  of (A) the assets of the Pork Division,  (B)
          the  ADM Shares to the extent the net proceeds from the
          sale  of  the ADM Shares are used to repay the Rabobank
          Total  Return Swap, or (C) any Stock of the Company  in
          AgraTech  Seeds,  Inc.,  CF Industries  (a  cooperative
          marketing  association in which the  Company  holds  an
          equity   interest),   or  InTrade   (an   international
          cooperative   marketing   association).    Each    such
          prepayment  of  net proceeds shall be  due  immediately
          upon the receipt by the Company of such net proceeds."

     3.    Paragraph  5M.  The following paragraph  5M  shall  be
added:

     "5M.  Delivery of Pledge Agreement and ADM Shares.   If  the
Rabobank  Total Return Swap is terminated in accordance with  its
provisions,  the Company immediately shall cause  GK  Finance  to
execute  and deliver to the Collateral Agent, for the benefit  of
the  Secured Parties (as defined in the Intercreditor Agreement),
the  Pledge Agreement, and to deliver to the Collateral Agent the
ADM  Shares  and  such stock powers, executed in  blank,  as  the
Collateral Agent shall request."

     4.    Paragraph 6.   Paragraph 6 of the Note Agreement shall
be amended and restated in its entirety to read as follows:

     "6.  NEGATIVE COVENANTS.

     So  long  thereafter as any Note is outstanding and  unpaid,
the Company covenants as follows:

     6A(1)      Minimum  Consolidated Tangible  Net  Worth.   The
Company's Consolidated Tangible Net Worth (less any gain or  loss
as a result of accumulated other comprehensive income, as defined
by  GAAP)  shall  as  of September 30, 2001,  and  at  all  times
thereafter, be at least $225,000,000, plus the sum of (i) 50%  of
the  Reported  Net  Income of the Company  and  its  Consolidated
Subsidiaries  (to  the extent positive) for  the  Fiscal  Quarter
ending September 30, 2001, and each Fiscal Quarter thereafter  on
a   cumulative  basis  (taken  as  one  accounting  period),  but
excluding  from  such  calculations of Reported  Net  Income  for
purposes  of  this  clause (i) any Fiscal Quarter  in  which  the
Reported   Net   Income  of  the  Company  and  its  Consolidated
Subsidiaries  is  negative, and (ii) 100% of the  cumulative  Net
Proceeds  of Capital Stock received during any period after  June
30, 2001.

     6A(2)      Current Ratio.  The Company shall not permit,  as
of  September 30, 2001, and at anytime thereafter, the  ratio  of
Consolidated  Current Assets to Consolidated Current  Liabilities
to be less than 1.10 to 1.00 calculated on a quarterly basis.

     6A(3)      Interest Coverage Ratio.  The Company  shall  not
permit, as of September 30, 2001, and as of the last day of  each
Fiscal Quarter thereafter, the ratio of EBIT to Interest Expense,
each  for the four Fiscal Quarter period then ended, to  be  less
than 1.40 to 1.00.

     6A(4)      Senior  Coverage Ratio.  The  Company  shall  not
permit  the  Senior Debt Coverage Ratio to be  greater  than  the
ratio  set  forth  opposite the relevant Fiscal  Quarter  in  the
following table:

            Fiscal Quarter              Ratio
        First Quarter 2002             4.00 to 1.00
        Second Quarter 2002            3.75 to 1.00
        Third Quarter 2002             3.50 to 1.00
        Fourth Quarter 2002            3.50 to 1.00
        First Quarter, 2003,           3.25 to 1.00
        and thereafter

     6A(5)      Consolidated Total Adjusted Debt to Total Capital
Ratio.   The  Company shall not permit the ratio of  Consolidated
Total  Adjusted  Debt to Total Capital to exceed  the  ratio  set
forth  opposite  the  relevant Fiscal Quarter  in  the  following
table:

     Fourth Fiscal Quarter Fiscal Year 2001 through
     Fourth Fiscal Quarter Fiscal Year 2002       0.65 to 1.00

     First Fiscal Quarter Fiscal Year 2003 through
     Fourth Fiscal Quarter Fiscal Year 2003       0.60 to 1.00

     Thereafter                                   0.60 to 1.00

     6A(6)      Fixed  Charge Coverage.  The  Company  shall  not
permit the ratio of (i) EBIT plus Consolidated Lease Expense,  in
each  case for the period of eight Fiscal Quarters of the Company
most  recently ended at such time, to (ii) Consolidated  Interest
Expense  plus  Consolidated Lease Expense for such period  to  be
less  than  the  ratio  set forth opposite  the  relevant  Fiscal
Quarter in the following table:

     Fourth Fiscal Quarter Fiscal Year 2001       0.25 to 1.00
     First Fiscal Quarter Fiscal Year 2002        0.35 to 1.00
     Second Fiscal Quarter Fiscal Year 2002       0.75 to 1.00
     Third Fiscal Quarter Fiscal Year 2002        1.00 to 1.00
     Fourth Fiscal Quarter Fiscal Year 2002       1.25 to 1.00
     First Fiscal Quarter Fiscal Year 2003        1.25 to 1.00
     Second Fiscal Quarter Fiscal Year 2003       1.25 to 1.00
     Third Fiscal Quarter Fiscal Year 2003        1.25 to 1.00
     Fourth Fiscal Quarter Fiscal Year 2003       1.25 to 1.00
     Thereafter                                   1.25 to 1.00

     6A(7)      Consolidated Total Adjusted Debt to EBITDA.   The
Company shall not permit the ratio of Consolidated Total Adjusted
Debt  as of the end of any Fiscal Quarter of the Company  to  the
sum  of  EBITDA  for  the  Fiscal Quarter  then  ending  and  the
preceding  seven Fiscal Quarters (divided by two), to be  greater
than the ratio set forth opposite the relevant Fiscal Quarter  in
the following table:

     Fourth Fiscal Quarter Fiscal Year 2001       8.50 to 1.00
     First Fiscal Quarter Fiscal Year 2002        7.75 to 1.00
     Second Fiscal Quarter Fiscal Year 2002       4.50 to 1.00
     Third Fiscal Quarter Fiscal Year 2002        4.25 to 1.00
     Fourth Fiscal Quarter Fiscal Year 2002       3.75 to 1.00
     First Fiscal Quarter Fiscal Year 2003        3.50 to 1.00
     Second Fiscal Quarter Fiscal Year 2003       3.50 to 1.00
     Third Fiscal Quarter Fiscal Year 2003        3.50 to 1.00
     Thereafter                                   3.50 to 1.00

     6B.   Limitation on Restricted Payments.  The  Company  will
not pay or declare any dividend or make any other distribution on
or  on account of any class of its Stock or other equity or  make
cash  distributions of equity (including cash patronage refunds),
or  make  interest  payments on equity, or  redeem,  purchase  or
otherwise  acquire, directly or indirectly,  any  shares  of  its
Stock  or other equity, or redeem, purchase or otherwise acquire,
directly or indirectly, any Subordinated Debt, including, but not
limited  to,  its Subordinated Capital Certificates of  Interest,
Subordinated   Loan   Certificates   and   Cumulative   Preferred
Certificates of Interest (except required redemptions as provided
in  the  indentures pursuant to which such Subordinated Debt  was
issued), or permit any Subsidiary to do any of the above (all  of
the  foregoing being herein called "Restricted Payments")  except
that  the  Company may make (a) cash patronage refunds in  Fiscal
Year 2002 and thereafter in an amount, for each Fiscal Year,  not
to  exceed  10% of the member earnings for such Fiscal Year,  and
(b)  present value cashing retirement and death payments (net  of
any  amount  the  Company receives as insurance proceeds)  in  an
aggregate  amount  not to exceed $5,000,000 in any  Fiscal  Year;
provided  that the Company shall not make any Restricted Payments
upon  the  occurrence and during the continuance of a Default  or
Event  of  Default.  So long as no Default or  Event  of  Default
shall  have  occurred  and  be continuing,  there  shall  not  be
included in the definition of Restricted Payments:  (x) dividends
paid,  or  distributions made, in Stock of  the  Company  or  (y)
exchanges of Stock of one or more classes of the Company,  except
to  the  extent  that  cash or other value is  involved  in  such
exchange.   Moreover, nothing in this Paragraph 6B shall  prevent
any Subsidiary from making any Restricted Payments to the Company
or  to  any other Related Party that directly owns Stock of  such
Subsidiary.  The term "equity" as used in this Paragraph 6B shall
include  the  Company's common stock, preferred  stock,  if  any,
other  equity  certificates,  and  notified  equity  accounts  of
patrons.

     6C.  Liens.  The Company shall not, and shall not permit any
Subsidiary  to, create, assume or suffer to exist any  Lien  upon
any  of  its  property or assets whether now owned  or  hereafter
acquired, except:

     (a)  Liens existing prior to the date of this Agreement,  as
set forth on Schedule 6C attached hereto;

     (b)   Liens  for taxes not yet due, and Liens for  taxes  or
Liens imposed by ERISA that are being contested in good faith  by
appropriate  proceedings  and  with  respect  to  which  adequate
reserves are being maintained;

     (c)   statutory  Liens of landlords and Liens  of  carriers,
warehousemen, mechanics, materialmen and other Liens  imposed  by
law  created  in the ordinary course of business for amounts  not
yet  due or that are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves are being
maintained;

     (d)   Liens incurred or deposits made in the ordinary course
of   business   in   connection   with   workers'   compensation,
unemployment insurance and other types of social security, or  to
secure  the performance of tenders, statutory obligations, surety
and appeal bonds, bids, leases, government contracts, performance
and   return-of-money   bonds  and  other   similar   obligations
(exclusive of obligations for the payment of borrowed money);

     (e)   Liens securing purchase money debt, provided that  (i)
the  Lien  in  each  instance does not extend beyond  the  assets
acquired with the purchase money debt, and (ii) the aggregate  of
such  debt  so  secured  does not exceed  five  percent  (5%)  of
Consolidated Net Worth;

     (f)   Liens  consisting of encumbrances  in  the  nature  of
zoning  restrictions,  easements and rights  or  restrictions  of
record  on  the  use  of real property, which do  not  materially
detract from the value of such property or impair the use thereof
in the business of such Person;

     (g)   Liens  securing the obligations due to the parties  to
the Intercreditor Agreement; and

     (h)  Liens against the ADM Shares created in connection with
the Rabobank Total Return Swap.

     6D.   Restrictions  on Loans, Advances,  Investments,  Asset
Acquisitions and Contingent Liabilities.  The Company shall  not,
and  shall  not permit any Subsidiary to (i) make  or  permit  to
remain outstanding any loan or advance to, or extend credit other
than  credit  extended in the normal course of  business  to  any
Person  that  is  not  an  Affiliate  of  the  Company,  or  (ii)
guarantee, endorse or otherwise be or become contingently liable,
directly or indirectly, in connection with the obligations, Stock
or dividends of any Person, or (iii) own, purchase or acquire any
Stock, obligations or securities of, or any other interest in, or
make  any  capital contribution to, any Person, or  (iv)  acquire
all,  or  substantially all, of the assets of any  Person,  in  a
single  or  a  series of related transactions;  except  that  the
Company or any Subsidiary may:

     (a)  (x) make or permit to remain outstanding loans or advances
to  any other Related Party, or (y) guarantee or otherwise become
liable  for obligations of any other Related Party to the  extent
such  obligation that is guaranteed is incurred in  the  ordinary
course  of  business  of such Related Party  or  is  Indebtedness
otherwise  permitted  to  be  incurred  by  such  Related   Party
(including guarantee obligations under the Subsidiary Guaranty);

     (b)  acquire and own Stock, obligations or securities received in
settlement of debts (created in the ordinary course of  business)
owing to the Company or any Subsidiary;

     (c)   own,  purchase or acquire prime commercial  paper  and
certificates of deposit in United States commercial banks  (whose
long-term  debt  is  rated  "A" or better  by  Moody's  Investors
Service  or  Standard and Poor's Corporation), in each  case  due
within  one  year from the date of purchase and  payable  in  the
United States in Dollars;

     (d)  own, purchase and acquire obligations of the United States
Government  or  any agency thereof, in each case due  within  one
year from the date of purchase;

     (e)  own, purchase and acquire obligations guaranteed by the
United  States Government, in each case due within one year  from
the date of purchase;

     (f)  own, purchase and acquire repurchase agreements of United
States  commercial banks (whose long-term debt is  rated  "A"  or
better  by  Moody's  Investors Service  or  Standard  and  Poor's
Corporation)  for terms of less than one year in respect  of  the
foregoing certificates and obligations;

     (g)  own, purchase and acquire tax-exempt securities maturing
within one year from the date of purchase and rated "A" or better
by Moody's Investors Service or Standard and Poor's Corporation;

     (h)  own, purchase and acquire adjustable rate preferred stocks
rated "A" or better by Moody's Investors Service or Standard  and
Poor's Corporation;

     (i)   endorse negotiable instruments for collection  in  the
ordinary course of business;

     (j)  make or permit to remain outstanding travel and other like
advances  to  officers and employees in the  ordinary  course  of
business;

     (k)   (x)  permit to remain outstanding investments  in  the
Subsidiaries of the Company in existence as of October  23,  2001
and  (y) make or permit to remain outstanding investments in  any
Subsidiary  (whether in existence on November 3, 2000 or  created
thereafter)  in accordance with Paragraph 6N, if such  Subsidiary
is a Related Party;

     (l)  make or permit to remain outstanding loans from Agratrade
Financing,  Inc., a Wholly Owned Subsidiary of  the  Company,  to
members  and non-members of the Company (provided that  all  such
loans  are made to facilitate the business of the Company) in  an
aggregate amount not to exceed $20,000,000;

     (m)  make or permit to remain outstanding investments in the
Archer-Daniels Midland Company existing on the date  hereof  plus
increases  due  to  normal  dividend  reinvestment  plans,  stock
splits, stock dividends or similar arrangements;

     (n)  make or permit to remain outstanding investments described
on Schedule 6D attached hereto;

     (o)  make or permit to remain outstanding investments in  GC
Properties  in an aggregate amount not exceeding $500,000  during
the term of the Note Agreement;

     (p)  guarantee or otherwise be or become contingently liable for
obligations of Young Pecan not to exceed an aggregate  amount  of
$65,000,000;

     (q)  have increases in existing investments arising from non-cash
notified equity or other equity methods of accounting for  equity
increases which are non-cash;

     (r)  guarantee the obligations of GK Finance arising pursuant to
the Rabobank Total Return Swap; and

     (s)  make or permit to remain outstanding investments in any
money  market fund that invests only in investments described  in
subsections (c), (d), (e), (f), (g), or (h) of this Paragraph 6D.

     6E.    Sale  of  Stock  and  Indebtedness  of  Subsidiaries.
Without  the  prior written consent of Prudential, which  consent
shall be at its sole discretion, the Company shall not, and shall
not  permit any Subsidiary to, sell or otherwise dispose  of,  or
part with control of, any shares of Stock or Indebtedness of  any
Subsidiary, except to the Company or another Related  Party,  and
except  that  all  shares  of  Stock  and  Indebtedness  of   any
Subsidiary  at the time owned by or owed to the Company  and  all
Subsidiaries  may be sold as an entirety for a cash consideration
that  represents the fair value (as determined in good  faith  by
the Board of Directors of the Company) at the time of sale of the
shares  of  Stock  and Indebtedness so sold,  provided  that  the
assets of such Subsidiary do not constitute a Substantial Part of
the  Consolidated Assets of the Company and all Subsidiaries  and
that the earnings of such Subsidiary shall not have constituted a
Substantial  Part of  Consolidated Net Earnings for  any  of  the
three Fiscal Years then most recently ended, and further provided
that,  at  the time of such sale, such Subsidiary shall not  own,
directly  or  indirectly, any shares of Stock or Indebtedness  of
any  other  Subsidiary (unless all of the  shares  of  Stock  and
Indebtedness  of  such  other  Subsidiary  owned,   directly   or
indirectly,   by   the   Company   and   all   Subsidiaries   are
simultaneously being sold as permitted by this Paragraph 6E).

     6F.   Merger and Sale of Assets.  The Company shall not, and
shall not permit any Subsidiary to, enter into any transaction of
merger,   consolidation,  pooling  of  interest,  joint  venture,
syndicate  or  other combination with any other Person  or  sell,
lease,  transfer, contribute as capital, or otherwise dispose  of
all  or  a  Substantial Part of the consolidated  assets  of  the
Company   and  all  Subsidiaries  or  assets  that   shall   have
contributed a Substantial Part of  Consolidated Net Earnings  for
any  of  the three Fiscal Years then most recently ended, in  any
single  transaction  or series of related  transactions,  to  any
Person, except that:

     (a)  any Subsidiary may merge with (i) the Company, provided
that   the   Company  shall  be  the  continuing   or   surviving
corporation, or (ii) any one or more other Subsidiaries  provided
that  if  any  Loan Party is party to such merger, a  Loan  Party
shall be the continuing or surviving corporation;

     (b)  any Subsidiary may sell, lease or otherwise dispose  of
any of its assets to the Company or another Related Party; and

     (c)  any Subsidiary may sell or otherwise dispose of all  or
substantially  all  of  its  assets  subject  to  the  conditions
specified in paragraph 6E with respect to a sale of the Stock  of
such Subsidiary.

     6G.   Sale and Lease-Back.  The Company shall not, and shall
not  permit  any Subsidiary to, enter into any arrangement,  with
any Person or under which such other Person is a party, providing
for  the  leasing  by the Company or any Subsidiary  of  real  or
personal property, used by the Company or any Subsidiary  in  the
operations of the Company or any Subsidiary, that has been or  is
sold or transferred by the Company or any Subsidiary to any other
Person  to  whom  funds have been or are to be advanced  by  such
other  Person on the security of such rental obligations  of  the
Company  or such Subsidiary except to the extent that  the  total
amount  of such arrangements involve, at any one time, assets  or
property  that  constitute an amount equal to or  less  than  ten
percent (10%) of Consolidated Capital Assets.

     6H.   Sale  or  Discount of Receivables.  The Company  shall
not,  and  shall not permit any Subsidiary to, sell with recourse
or  discount  or  otherwise sell for less  than  the  face  value
thereof, any of its notes or accounts receivable.

     6I.   Hedging Contracts.  The Company shall not,  and  shall
not  permit  any  Subsidiary to, enter into any Hedging  Contract
except:   (a) bona fide hedging transactions in commodities  that
represent  production inputs or products to be  marketed,  or  in
commodities needed in operations to meet manufacturing or  market
demands, provided that (i) long positions and/or options sold  on
corn and wheat shall in no event cover more than twenty-six weeks
of  the  Company's anticipated requirements for feed ingredients,
and  none of such positions and/or options shall cover more  than
six  and  one-half weeks of such anticipated requirements  unless
they  have  been  entered into in compliance with  the  Company's
Corporate  Policy For Futures Contracts approved by the Company's
Board  of  Directors on April 24, 1998 and have been approved  by
the  Company's  Hedging  Committee, (ii)  long  positions  and/or
options  sold on soybean meal shall in no event cover  more  than
twenty-six  weeks  of the Company's anticipated requirements  for
feed ingredients, and none of such positions and/or options shall
cover  more  than  six  and one-half weeks  of  such  anticipated
requirements  unless they have been entered  into  in  compliance
with   the  Company's  Corporate  Policy  For  Futures  Contracts
approved  by the Company's Board of Directors on April  24,  1998
and  have  been approved by the Company's Hedging Committee,  and
(iii) short positions on corn shall not exceed 2,000,000 bushels,
and  shall  at  all times relate to corn owned or contracted  for
purchase  by  the  Company; and (b) foreign  exchange  contracts,
currency  swap  agreements,  interest rate  exchange  agreements,
interest  rate  cap agreements, interest rate collar  agreements,
and other similar agreements and arrangements that are reasonably
related  to existing indebtedness or to monies to be received  or
paid in foreign currencies.

     6J.   Issuance of Stock by Subsidiaries.  The Company  shall
not  permit any Subsidiary (either directly or indirectly by  the
issuance  of  rights  or  options for, or securities  convertible
into, such shares) to issue, sell or dispose of any shares of its
Stock  of any class (other than directors' qualifying shares,  if
any) except to the Company or another Subsidiary.

     6K.  Capital Expenditures.  The Company and its Subsidiaries
shall not, on a consolidated basis, directly or indirectly,  make
Capital  Expenditures in the aggregate (a) in  Fiscal  Year  2002
exceeding  $61,500,000,  or  (b) in Fiscal  Year  2003  exceeding
$55,000,000  plus the amount of any available but unused  Capital
Expenditures from Fiscal Year 2002.

     6L.   Indebtedness  for Money Borrowed.  The  Company  shall
not,  and  shall  not  permit any Subsidiary to,  create,  incur,
assume,  or suffer to exist any Indebtedness for Money  Borrowed,
except for the following:

     (a)  the Notes;

     (b)   Indebtedness existing under the Bank Agreement and the
other  loan  documents  executed thereunder  (including,  without
limitation, all Loans and Letter of Credit Obligations  (as  such
terms are defined in the Bank Agreement));

     (c)   Indebtedness (including guaranties) that may be deemed
to  exist pursuant to any performance, surety, appeal or  similar
bonds  obtained by the Company or any of its Subsidiaries in  the
ordinary course of business;

     (d)   Indebtedness  for Money Borrowed in existence  on  the
date hereof and set forth on Schedule 6L.

     (e)  Subordinated Debt;

     (f)   unsecured Indebtedness for Money Borrowed owing by any
Related Party to any other Related Party; and

     (g)   reimbursement  obligations  under  letters  of  credit
issued  by any of the lenders under the Bank Agreement,  provided
that   the  aggregate  principal  amount  of  such  reimbursement
obligations  does  not  exceed  $20,000,000  at  any   one   time
(exclusive of Letters of Credit issued under the Bank Agreement).

     6M.   Transactions with Affiliates.  The Company shall  not,
and  shall not permit any Subsidiary to, enter into or be a party
to  any transaction or arrangement with any Affiliate (including,
without  limitation, the purchase from, sale to  or  exchange  of
property  with, or the rendering of any service by  or  for,  any
Affiliate), except (a) in the ordinary course of and pursuant  to
the reasonable requirements of the Company's or such Subsidiary's
business and upon fair and reasonable terms no less favorable  to
the  Company  or  such  Subsidiary than  it  would  obtain  in  a
comparable arm's-length transaction with a Person other  than  an
Affiliate, or (b) for transactions between Loan Parties.

     6N.   Creation of Subsidiaries.  Except for the creation  of
the  Argentine Subsidiary, the Company shall not, and  shall  not
permit  any Subsidiary to, create any Subsidiary unless (a)  such
Subsidiary  is a Wholly Owned Subsidiary, (b) such Subsidiary  is
organized  under  the laws of a jurisdiction  within  the  United
States  of America, (c) such Subsidiary executes at the  time  of
its  creation  the Security Agreement (together  with  applicable
Uniform  Commercial  Code financing statements),  the  Subsidiary
Guaranty   Agreement  and  the  Contribution  Agreement   (either
directly  or by executing a supplement thereto) and the Stock  of
such  Subsidiary is pledged to the Agent as Collateral  (as  such
term  is defined in Section 3.21 of the Bank Agreement),  (d)  an
opinion  of  counsel, acceptable to Prudential, is  delivered  to
Prudential  confirming the due organization of  such  Subsidiary,
the  enforceability  of  the Security Agreement,  the  Subsidiary
Guaranty  Agreement and the Contribution Agreement  against  such
Subsidiary,  and such other matters as the Agent  may  reasonably
request,  and  (e)  no  Event  of Default  has  occurred  and  is
continuing  immediately prior to or after  the  creation  of  the
Subsidiary.

     6O.  Bank Agreement.  The Company will not amend, modify  or
supplement  the  Bank  Agreement to  (i)  permit  any  additional
mandatory  prepayments thereunder, (ii) require the reduction  of
the  commitments to lend thereunder (iii) change the amortization
of  any term loan thereunder or (iv) permit the prepayment of any
term loan thereunder."

     5.   Paragraph 7A.

     (a)   Paragraph  7(A)(xi)  of the Note  Agreement  shall  be
amended and restated in its entirety to read as follows:

          "(xi)      any order, judgment or decree is entered  in
     any   proceedings   against  the   Company   decreeing   the
     dissolution  of  the  Company and such  order,  judgment  or
     decree remains unstayed and in effect for more than 10 days;
     or"

     (b)   Paragraph  7(A)(xii) of the Note  Agreement  shall  be
amended and restated in its entirety to read as follows:

          "(xii)     any order, judgment or decree is entered  in
     any  proceedings  against  the  Company  or  any  Subsidiary
     decreeing a split-up of the Company or such Subsidiary which
     requires   the   divestiture  of   assets   representing   a
     Substantial  Part,  or the divestiture of  the  Stock  of  a
     Subsidiary whose assets represent a Substantial Part, of the
     consolidated  assets  of the Company  and  its  Subsidiaries
     (determined  in accordance with GAAP) or which requires  the
     divestiture of assets, or Stock of a Subsidiary, which shall
     have contributed a Substantial Part of the Consolidated  Net
     Earnings of the Company and its Subsidiaries (determined  in
     accordance with GAAP) for any of the three Fiscal Years then
     most  recently  ended, and such order,  judgment  or  decree
     remains unstayed and in effect for more than 30 days; or"

     6.   Paragraph 10.  Paragraph 10 of the Note Agreement shall
be amended as follows:

          (a)   The  definitions  of "ADM  Shares",  "Affiliate",
     "Bank  Agreement", "Change of Control", "Consolidated Senior
     Debt",  "Consolidated  Tangible  Net  Worth",  "Consolidated
     Total  Debt",  "Intercreditor Agreement", "Money  Borrowed",
     "SSC Securities", "Security Agreement", "Subordinated Debt",
     "Subsidiary"  and  "Total  Debt"  are  hereby  deleted   and
     replaced by the following definitions:

          "`ADM  Shares' shall mean the 3,842,336 shares  of  the
     common  stock of Archer-Daniel-Midland Company owned  by  GK
     Finance.

          `Affiliate' shall mean, with respect to any  Person,  a
     Person directly or indirectly controlling or controlled  by,
     or  under  direct  or  indirect common  control  with,  such
     Person.  A Person shall be deemed to be "controlled by"  any
     other  Person  if such other Person possesses,  directly  or
     indirectly,  the  power  (a) to vote  10%  or  more  of  the
     securities having ordinary voting power for the election  of
     directors  of  such  Person or (b) to direct  or  cause  the
     direction   of   the   management  and  policies   of   such
     corporation,  whether  through  the  ownership   of   voting
     securities,  by  contract or otherwise.   Additionally,  for
     purposes  of this Agreement, Young Pecan shall be considered
     an   Affiliate   of   the  Company  and   its   Subsidiaries
     notwithstanding  anything  else to  the  contrary  contained
     herein.

          `Bank Agreement' shall mean that certain Second Amended
     and  Restated Credit Agreement dated as of the  date  hereof
     among  the Company, various banks, lending institutions  and
     institutional  investors  party  thereto  and   Cooperatieve
     Centrale     Raiffeisen-Boerenleenbank    B.A.,    "Rabobank
     Nederland", New York Branch, as Agent, as it may be amended,
     modified   or   supplemented  in  a  manner  acceptable   to
     Prudential.

          `Change  of  Control'  shall mean  the  acquisition  or
     possession  by  any Person and its Affiliates,  directly  or
     indirectly, of (1) the power (A) to vote 40% or more of  the
     common  stock having ordinary voting power for the  election
     of  directors of the Company or (B) to direct or  cause  the
     direction  of  the management and policies of  the  Company,
     whether  through  the ownership of voting common  stock,  by
     contract  or otherwise or (2) 40% of the outstanding  common
     stock of the Company.

          `Consolidated Senior Debt' shall mean the  sum  of  (a)
     Consolidated  Total Adjusted Debt, less (b) any  obligations
     under the Rabobank Total Return Swap (to the extent included
     in  Consolidated Total Adjusted Debt), less (c) any  amounts
     outstanding  under any Subordinated Debt of the Company  (to
     the  extent  included in Consolidated Total Adjusted  Debt),
     less  (d) any obligations with respect to letters of  credit
     issued  for  the  account  of the  Company  or  any  of  its
     Subsidiaries  in  the ordinary course  of  business  to  the
     extent such letters of credit are not drawn upon or, if  and
     to  the  extent  drawn upon, to the extent such  drawing  is
     reimbursed  no  later than the tenth Business Day  following
     receipt  by  the Company or such Subsidiary of a demand  for
     reimbursement   thereunder,   and   less   (e)   any   other
     Consolidated  Total  Adjusted  Debt  subordinated   to   the
     repayment of the Company's obligations to the holders of the
     Notes  in  form and substance satisfactory to  the  Required
     Holders.

          `Consolidated   Tangible   Net   Worth'   shall    mean
     Consolidated  Net Worth, less the Intangible Assets  of  the
     Company and its Subsidiaries, but including the goodwill (as
     reflected  on  the Company's financial statements  delivered
     pursuant to paragraph 5A hereof from time to time but not to
     exceed   $23,900,000)   created  in  connection   with   the
     acquisition  by  the  Company of the outstanding  equity  of
     Golden Poultry Company, Inc. in September, 1997.

          `Consolidated Total Debt' shall mean (a) Total Debt  of
     the Company and its Subsidiaries, plus (b) the Total Debt of
     any other Person (other than Young Pecan) which (i) has been
     guaranteed  by  the  Company or any Subsidiary  or  (ii)  is
     supported  by a letter of credit issued for the  account  of
     the   Company   or  any  Subsidiary,  all  consolidated   in
     accordance with GAAP.

          `Intercreditor  Agreement'  shall  mean  that   certain
     Amended  and  Restated Intercreditor Agreement dated  as  of
     even  date  herewith among the Company, the  various  banks,
     lending institutions and institutional investors a party  to
     the  Bank  Agreement, and Cooperatieve Centrale  Raiffeisen-
     Boerenleenbank B.A., "Rabobank Nederland", New York  Branch,
     as  amended, modified, supplemented or restated from time to
     time in accordance with its terms.

          `Money   Borrowed'  shall  mean,  as  applied  to   the
     Indebtedness of a Person,

          (a)   Indebtedness  for  money borrowed  including  all
     revolving  and  term  Indebtedness and all  other  lines  of
     credit; or

          (b)  Indebtedness (other than trade debt of such Person
     incurred in the ordinary course of business), whether or not
     in any such case the same was for money borrowed:

                    (i)  represented by notes payable, and drafts
               accepted, that represent extensions of credit;

                    (ii)  constituting obligations  evidenced  by
               bonds,  debentures, notes or similar  instruments;
               or

                    (iii)        constituting   purchase    money
               indebtedness,  conditional sales contracts,  title
               retention   debt  instruments  or  other   similar
               instruments   upon  which  interest  charges   are
               customarily paid or that are issued or assumed  as
               full or partial payment for property; or

          (c)  all reimbursement obligations under any letters of
     credit or acceptances; or

          (d)   Indebtedness that is such by virtue of subsection
     (iii)  of  the definition of Indebtedness, but only  to  the
     extent that the obligations guaranteed are obligations  that
     would constitute Indebtedness for Money Borrowed.

          `SSC  Securities' shall mean the $40,000,000  Series  B
     Cumulative  Redeemable Preferred Stock and  the  $60,000,000
     Series  B  Capital  Securities  issued  by  Southern  States
     Cooperative  or Southern States Capital Trust, respectively,
     and  purchased  by  the Company pursuant to  the  Securities
     Purchase  Agreement between the Company and Southern  States
     Cooperative dated as of October 5, 1999.

          `Security  Agreement' shall mean that  certain  Amended
     and  Restated  Security  Agreement dated  as  of  even  date
     herewith  executed  by the Company and its  Subsidiaries  in
     favor of the Collateral Agent for the benefit of the Secured
     Parties   (as  defined  therein),  in  form  and   substance
     satisfactory  to  the  holders of the Notes,  as  originally
     executed  or  as  from  time to time supplemented,  amended,
     restated, renewed, extended or otherwise modified.

          `Subordinated  Debt'  shall mean all  Indebtedness  for
     Money  Borrowed wherein the principal and premium,  if  any,
     and  interest is subordinated and junior in right of payment
     to  the  prior payment in full of all other Indebtedness  of
     the  Company  for  Money Borrowed except other  Subordinated
     Debt and shall include, without limitation, the Subordinated
     Capital   Certificates   of  Interest,   Subordinated   Loan
     Certificates, and Cumulative Preferred Capital  Certificates
     of Interest, issued by the Company.

          `Subsidiary'  shall mean any corporation,  partnership,
     joint venture, limited liability company, trust or estate or
     other entity in which (or of which) the Company, directly or
     indirectly, owns or controls more than 50% of (a) any shares
     of  Stock or other form of ownership interest of such Person
     having general voting power under ordinary circumstances  to
     vote in the election of the board of directors, managers  or
     trustees of such Person (irrespective of whether or  not  at
     the  time Stock of any other class or classes shall have  or
     might  have voting power by reason of the happening  of  any
     contingency), or (b) the interest in the capital or  profits
     of such Person.

          `Total  Debt' shall mean, as to any Person, and include
     without duplication:

          (a)  all Indebtedness for Money Borrowed, including,
     without limitation, purchase money mortgages, Capital
     Leases, any asset securitization programs that are not non-
     recourse, conditional sales contracts and similar title
     retention debt instruments (including any current maturities
     of such indebtedness), which under GAAP is shown on the
     balance sheet as a liability (but excluding reserves for
     deferred income taxes and other reserves to the extent such
     reserves do not constitute an obligation); and

          (b)  Guarantees, endorsements (other than endorsements
     of negotiable instruments for collection in the ordinary
     course of business) and other contingent liabilities
     (whether direct or indirect) in connection with the
     obligations, Stock or dividends of any other Person; and

          (c)  obligations under any other contract in connection
     with any borrowing which, in effect, is substantially
     equivalent to a guarantee (other than any undertaking with
     respect to the obligations of Young Pecan); and

          (d)  obligations with respect to any redeemable
     preferred Stock which is required or scheduled to be
     redeemed within one year from the date of calculation.

Any  obligation  secured by a Lien on,  or  payable  out  of  the
proceeds  of  production from, property of  the  Company  or  any
Subsidiary  shall be deemed to be Total Debt of  the  Company  or
such  Subsidiary even though such obligation shall not be assumed
by the Company or such Subsidiary.

          (b)    The   definitions  of  "Acquaculture  Division",
     "Excess  Cash  Flow",  Net Proceeds  of  Capital  Stock  and
     "Golden Peanut" are hereby deleted in their entirety.

          (c)   The  following  definitions shall  be  added,  in
     alphabetical order:

          "`Agra  Tech  Seeds, Inc.' shall mean  AgraTrade  Seeds
     Inc.,  a Georgia corporation and wholly-owned Subsidiary  of
     the Company.

          `Insurance Subsidiary' shall mean GK Insurance  Co.,  a
     Vermont  corporation  and  wholly-owned  Subsidiary  of  the
     Company.

          `Intangible  Assets' of a Person, shall mean  the  non-
     current,  non-physical assets of such  Person  that  entitle
     such   Person   to  certain  legal  rights  or   competitive
     advantages,   and  shall  include  copyrights,   trademarks,
     tradenames  and  other  intellectual  property,  franchises,
     goodwill  (to  the  extent  positive),  organization  costs,
     licenses and permits.

          `Net   Proceeds  of  Stock'  shall  mean  any  proceeds
     received  by  the  Company or a Consolidated  Subsidiary  in
     respect  of the issuance of Stock, after deducting therefrom
     all reasonable and customary costs and expenses incurred  by
     the  Company  or  such Consolidated Subsidiary  directly  in
     connection  with  the  issuance  of  such  Stock,  including
     without   limitation   any   underwriter's   discounts   and
     commissions.

          `Related Party' shall mean the Company and each wholly-
     owned  Subsidiary of the Company whose Stock is  pledged  to
     the  Collateral Agent pursuant to the Security Agreement (or
     a  supplement thereto), and that has executed and  delivered
     the  Security  Agreement (or a supplement thereto)  and  the
     Subsidiary  Guaranty Agreement (or a supplement thereto)  to
     Prudential,   together   with   all   applicable   financing
     statements required under the Uniform Commercial  Code,  and
     such  opinions  of  counsel and other documents  as  may  be
     reasonably required by Prudential.

          `Security Documents' shall mean the Security Agreement,
     the  Pledge Agreement (as such term is defined in  the  Bank
     Agreement),  the Contribution Agreement and  the  Subsidiary
     Guaranty Agreement.

          `Senior  Debt  Coverage Ratio' shall mean,  as  of  any
     fiscal  quarter  end,  the ratio of (a) Consolidated  Senior
     Debt as of the end of such fiscal quarter, to (b) the sum of
     EBITDA  for the fiscal quarter then ending and the preceding
     seven fiscal quarters (divided by two).

          `Stock'  shall  mean, as applied  to  any  Person,  any
     stock,  share capital, partnership interests or other equity
     of  such Person, regardless of class or designation, and all
     warrants,  options, purchase rights, conversion or  exchange
     rights, voting rights, calls or claims of any character with
     respect thereto.

          `Wholly Owned Subsidiary' shall mean any Subsidiary all
     of the shares of Stock or other ownership interests of which
     (except  directors'  qualifying  shares)  are  at  the  time
     directly or indirectly owned by the Company."

B.    Conditions  of  Effectiveness.  Upon  satisfaction  of  the
following,  the  effective  date  of  this  Amendment  shall   be
October  23,  2001.  This Amendment shall become effective  when,
and only when,

     1.    Prudential  shall have received all of  the  following
documents, each (unless otherwise indicated) being dated the date
hereof, in form and substance satisfactory to the holders of  the
Notes:

          (a)  executed originals of this Amendment;

          (b)   a  duly  executed  copy of  the  Bank  Agreement,
     amended and restated as of the Closing Date;

          (c)   a  favorable opinion of counsel for  the  Company
     that  includes,  in addition to other items  Prudential  may
     reasonably request, that no Subsidiary Guarantor approval is
     required  to  execute  the amended and  restated  Subsidiary
     Guaranty   Agreement  delivered  in  connection  with   this
     Amendment  and that the amendment to the Security  Agreement
     has been duly authorized and is enforceable by its terms;

          (d)   such  other documents, instruments, approvals  or
     opinions as Prudential may reasonably request; and

          (e)    executed  originals  of  amended  and   restated
     Subsidiary  Guaranty  and Contribution  Agreements  and  all
     other Security Documents.

     2.    The  Company  shall have paid all costs  and  expenses
(including legal fees) incurred by Prudential; and

     3.    The  representations and warranties  contained  herein
shall be true on and as of the date hereof, and there shall exist
on  the  date hereof no Event of Default or Default; there  shall
exist  no  material  adverse change in the  financial  condition,
business   operation  or  prospects  of  the   Company   or   its
Subsidiaries since December 31, 2000; and the Company shall  have
delivered to Prudential an Officer's Certificate to such effect.

C.   Representations and Warranties.

     1.    The  Company hereby repeats and confirms each  of  the
representations and warranties made by it in paragraph 8  of  the
Note  Agreement, as amended hereby, as though made on and  as  of
the date hereof, with each reference therein to "this Agreement",
"hereof", "hereunder", "thereof", "thereunder" and words of  like
import  being  deemed to be a reference to the Note Agreement  as
amended hereby.

     2.   The Company further represents and warrants as follows:

          (a)   The  execution, delivery and performance  by  the
     Company  of this Amendment are within its corporate  powers,
     have  been duly authorized by all necessary corporate action
     and do not contravene (A) its charter or by-laws, (B) law or
     (C)  any  legal  or contractual restriction  binding  on  or
     affecting  the  Company;  and such execution,  delivery  and
     performance  do  not or will not result in  or  require  the
     creation  of  any Lien upon or with respect to  any  of  its
     properties.

          (b)   No governmental approval is required for the  due
     execution, delivery and performance by the Company  of  this
     Amendment,  except for such governmental approvals  as  have
     been  duly obtained or made and which are in full force  and
     effect on the date hereof and not subject to appeal.

          (c)   This  Amendment constitutes the legal, valid  and
     binding  obligations of the Company enforceable against  the
     Company in accordance with its terms.

          (d)   There are no pending or threatened actions, suits
     or   proceedings  affecting  the  Company  or  any  of   its
     Subsidiaries or the properties of the Company or any of  its
     Subsidiaries  before  any  court,  governmental  agency   or
     arbitrator,  that  may, if adversely determined,  materially
     adversely   affect  the  financial  condition,   properties,
     business,  operations or prospects of  the  Company  and  it
     Subsidiaries, considered as a whole, or affect the legality,
     validity or enforceability of the Note Agreement, as amended
     by this Amendment.

D.   Miscellaneous.

     1.   Reference to and Effect on the Note Agreement.

     (a)   Upon the effectiveness of this Amendment, on and after
the  date  hereof each reference in the Note Agreement  to  "this
Agreement",  "hereunder",  "hereof"  or  words  of  like   import
referring to the Note Agreement, and each reference in any  other
document  to  "the  Note Agreement", "thereunder",  "thereof"  or
words of like import referring to the Note Agreement, shall  mean
and be a reference to the Note Agreement, as amended hereby.

     (b)   Except  as specifically amended and waived above,  the
Note  Agreement, and all other related documents, are  and  shall
continue  to  be in full force and effect and is  hereby  in  all
respects ratified and confirmed.

     (c)   The  execution,  delivery and  effectiveness  of  this
Amendment  shall not operate as a waiver of any right,  power  or
remedy  of any holder of a Note under the Note Agreement  or  the
Notes,  nor  constitute a waiver of any provision of any  of  the
foregoing.

     2.    Costs  and  Expenses.  The Company agrees  to  pay  on
demand all costs and expenses incurred by any holder of a Note in
connection with the preparation, execution and delivery  of  this
Amendment, including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel.  The Company further agrees to
pay  on demand all costs and expenses, if any (including, without
limitation,  reasonable counsel fees and  expenses  of  counsel),
incurred  by  any  holder  of  a  Note  in  connection  with  the
enforcement  (whether through negotiations, legal proceedings  or
otherwise)  of  this  Amendment, including,  without  limitation,
counsel  fees and expenses in connection with the enforcement  of
rights under this paragraph 5B.

     3.    Execution  in  Counterparts.  This  Amendment  may  be
executed  in any number of counterparts and by different  parties
hereto  in separate counterparts, each of which when so  executed
and  delivered shall be deemed to be an original and all of which
taken together shall constitute but one and the same instrument.

     4.    Governing  Law.  This Amendment shall be governed  by,
and  construed in accordance with, the laws of the State  of  New
York.

     5.    Estoppel.   To  induce Prudential to enter  into  this
Amendment, the Company hereby acknowledges and agrees that, as of
the  date  hereof,  there exists no right of offset,  defense  or
counterclaim  in favor of the Company against any holder  of  the
Notes with respect to the obligations of the Company to any  such
holder, either with or without giving effect to this Amendment.

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


GOLD KIST, INC.



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

                              THE PRUDENTIAL INSURANCE
                                COMPANY OF AMERICA



                              By: /s/ Billy B. Greer
                                Name: Billy B. Greer
                                Title: Vice President

                              THE PRUDENTIAL INSURANCE
                                COMPANY OF AMERICA, as asset
                                manager for Gateway Recovery
                              Trust



                              By: /s/ Gwendolyn Foster
                                Name:  Gwendolyn Foster
                                Title: Vice President
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