EXHIBIT B-4(i)(8)

          THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
                 PRUCO LIFE INSURANCE COMPANY
                 c/o Prudential Capital Group
                One Gateway Center, 11th Floor
                   Newark, New Jersey  07102

                                   October 13, 1998


GOLD KIST INC.
244 Perimeter Center Parkway, N.E.
Atlanta, Georgia  30346
Attention:  Mr. Steven O. West,
           Treasurer

Ladies and Gentlemen:

     Reference is made to each of the following agreements:

           (i)   that certain Note Purchase and Private  Shelf
     Agreement  (the "Shelf Agreement") dated as  of  February
     11,  1997 between Gold Kist, Inc. (the "Company") and The
     Prudential  Insurance Company of America  ("Prudential"),
     as previously amended;

           (ii)  those  certain Note Agreements  dated  as  of
     November 4, 1988, between the Company and Prudential, and
     the  Company and Pruco Life Insurance Company  ("Pruco"),
     as previously amended; and

           (iii)     that certain Note Agreement dated  as  of
     June  3, 1991 (the "1991 Agreement"), between the Company
     and  Prudential,  as  previously  amended.   All  of  the
     foregoing   agreements  being  hereinafter  referred   to
     collectively  as  the  "Note  Agreements".   Pursuant  to
     paragraph 11C of each of the Note Agreements:

A.    The  Company,  Prudential and Pruco  hereby  agree  that
paragraph  1  of the 1991 Agreement and paragraph  1A  of  the
Shelf  Agreement, shall be amended by  changing the  reference
to  "July 31, 1998" to "July 1, 1998" in the last sentence  of
paragraph  1  of the 1991 Agreement and paragraph  1A  of  the
Shelf Agreement.

B.    The  Company  has  requested that Purchasers  waive  the
prohibition  contained in Paragraph 6D of the Note Agreements,
in  order  to  permit the Company to provide  a  $100  million
irrevocable  letter  of  credit (the "Letter  of  Credit")  to
Southern  States  Cooperative ("SSC"), as collateral  for  its
obligation  to  purchase $100 million shares of SSC  preferred
stock ("Preferred Stock") upon the terms described in Annex  1
hereto.   The  Purchasers  hereby  waive  the  provisions   of
paragraph  6D  of  the Note Agreements so  as  to  permit  the
Company to (i) provide the Letter of Credit to SSC and (ii) if
required, purchase the Preferred Stock, all substantially upon
the terms described in Annex 1.

C.    The  amendments  set  forth  in  paragraph  A  shall  be
effective  as  of July 1, 1998, and all other  amendments  set
forth herein shall become effective as of the date hereof upon
the  full  execution  and delivery to the Purchasers  of  this
letter by the Company.

D.    This  amendment shall not be deemed to amend, modify  or
waive any other provision of the Note Agreements and shall not
serve  as  an amendment, modification or waiver of  any  other
terms and conditions of the Note Agreements.  All of the terms
and  conditions  of the Note Agreements shall remain  in  full
force and effect, except as and to the extent amended above.

     If the foregoing accurately sets forth our understanding,
please  sign each copy of this letter enclosed and return  one
to  Prudential,  whereupon  this letter  shall  be  a  binding
agreement  between  Prudential, Pruco and  the  Company,  with
respect to the 1988 Agreements and Prudential and the Company,
with respect to all of the other Note Agreements.

                                   Very truly yours,


                                   THE PRUDENTIAL INSURANCE
                                   COMPANY OF AMERICA


                                   By: /s/ Robert R. Derrick
                                   Name: Robert R. Derrick
                                   Title:  Vice President


                                   PRUCO LIFE INSURANCE
                                   COMPANY


                                   By:/s/ Robert R. Derrick
                                   Name: Robert R. Derrick
                                   Title:  Vice President

Agreed and accepted
this 13 day of October, 1998

GOLD KIST, INC

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

                            ANNEX I


To partially finance the $230 million acquisition of Gold Kist
Inc.'s ("Gold Kist") Agri-services business by Southern States
Cooperative ("SSC"), Gold Kist has accepted an obligation to
purchase $100 million in Southern States preferred stock
through a put option which allows Southern State to put up to
$100 million of preferred stock to Gold Kist if Southern
States fails to place the preferred stock in the market within
six months.  To collateralize Gold Kist's obligation under the
put, Gold Kist will provide Southern States with a $100
million direct pay, irrevocable, letter of credit issued by
Rabobank for an initial period of six months.  The letter of
credit may be renewed at Southern States option for an
additional six months.  If Southern States issues the
preferred securities to another party in whole or in part
before exercising the put option, the letter of credit will
expire immediately.  Southern States will finance the entire
purchase price of the transaction with a bridge financing
until the preferred securities are sold in the market or put
to Gold Kist.

The preferred stock issue is comprised of two security
classes:  1) $40 million perpetual redeemable cumulative
preferred stock with a 10 year bullet maturity and a 7.50%
initial dividend rate that increase to 8.00% after nine
months, and increases to 8.25% after twelve months from the
closing date; and 2) $60 million in trust preferred
certificates with a 30 year bullet maturity and an initial
dividend rate of 8.00% which increases to 8.50% after nine
months and 8.75% after twelve months from the closing date.
Both of these preferred securities have a fifteen month
transferability block.  S&P and Moody's have reviewed Southern
States for the foregoing transaction and have rated the
company's senior debt BBB- and Ba1, and the preferred stock
issue BB+ and Ba3, respectively.


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