GOLD KIST INC
10-Q, 1998-05-12
POULTRY SLAUGHTERING AND PROCESSING
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                          UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                            FORM 10-Q


                     (Mark One)
      [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

               For the Quarter Ended March 28, 1998

                                OR

      [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to                 



Commission File Number:   2-62681                                



                        GOLD KIST INC.                           
    (Exact name of registrant as specified in its charter)



   GEORGIA                                   58-0255560          
(State or other jurisdiction of            (I.R.S. Employer
 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


                            N/A                                  
(Former name, former address and former fiscal year, if changed  
 since last report.)

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 1934 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   



                          GOLD KIST INC.


                              INDEX


                                                        Page No.

Part  I.   Financial Information


  Item 1.  Financial Statements

           Consolidated Balance Sheets -
              March 28, 1998 and June 28, 1997  . . . .    1

           Consolidated Statements of Operations -
              Three Months and Nine Months Ended 
              March 28, 1998 and March 29, 1997 . . . .    2

           Consolidated Statements of Cash Flows -
              Nine Months Ended March 28, 1998
              and March 29, 1997  . . . . . . . . . . .    3

           Notes to Consolidated Financial
              Statements  . . . . . . . . . . . . . . .  4 - 5 

  Item 2.  Management's Discussion and Analysis of
              Results of Operations and Financial
             Condition  . . . . . . . . . . . . . . . .  6 - 9

Part II.   Other Information

  Item 6.  Exhibits and reports on Form 8-K   . . . . .   10

<TABLE>

                                                                Page 1
Item 1.  Financial              GOLD KIST INC.
         Statements       CONSOLIDATED BALANCE SHEETS
                            (Amounts in Thousands)
                                 (Unaudited)
<CAPTION>
                                              March 28,         June 28,
                                                 1998             1997  
<S>                                            <C>              <C>  
                   ASSETS
Current assets:
   Cash and cash equivalents                   $   11,973         17,921
   Receivables, principally trade,
     including notes receivable of $43,765
     at March 28, 1998 and $73,157 at
     June 28, 1997, less allowance for
     doubtful accounts of $12,108 at
     March 28, 1998 and $8,836 at
     June 28, 1997                                215,436        250,359
   Inventories (note 3)                           379,442        295,977
   Commodities margin deposits                      6,492         56,570
   Other current assets                            52,094         23,692
        Total current assets                      665,437        644,519
Investments                                       129,667        132,683
Property, plant and equipment, net                309,962        295,174
Other assets (note 5)                              92,339         47,460
                                               $1,197,405      1,119,836
                                                         
        LIABILITIES AND EQUITY
Current liabilities:
   Notes payable and current maturities of
    long-term debt:
    Short-term borrowings                      $  132,000        178,900
    Subordinated loan certificates                 37,332         36,466
    Current maturities of long-term debt           16,798         15,188
                                                  186,130        230,554
   Accounts payable                               154,037        149,347
   Accrued compensation and related expenses       29,332         30,761
   Interest left on deposit                        11,625         11,396
   Other current liabilities                       14,210         13,192
        Total current liabilities                 395,334        435,250
Long-term debt, excluding current maturities      487,268        256,039
Accrued postretirement benefit costs               47,522         43,683
Other liabilities                                  11,044         10,331
        Total liabilities                         941,168        745,303
Minority interest                                       -         28,458
Patrons' and other equity:
   Common stock, $1.00 par value - Authorized
    500 shares; issued and outstanding 32 at
    March 28, 1998 and June 28, 1997                   32             32
   Patronage reserves                             198,759        203,988
   Unrealized gain on marketable equity
    security (net of deferred income taxes
    of $16,666 at March 28, 1998 and
    $17,634 at June 28, 1997)                      30,951         32,749
   Retained earnings                               26,495        109,306
        Total patrons' and other equity           256,237        346,075
                                               $1,197,405      1,119,836
                                                         
      See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
<TABLE>
                                                             Page 2             
                                                                                

                                    GOLD KIST INC.
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                (Amounts in Thousands)
                                     (Unaudited)

<CAPTION>                                                
                                  Three Months Ended     Nine Months Ended  
                                  Mar. 28,   Mar. 29,   Mar. 28,   Mar. 29,
                                    1998       1997       1998       1997  
<S>                                <C>        <C>       <C>        <C>      
Net sales volume                   $594,838   577,456   1,687,027  1,634,579
Cost of sales                       559,817   530,062   1,672,516  1,497,283
   Gross margins                     35,021    47,394      14,511    137,296

Distribution, administrative
  and general expenses               45,541    41,827     131,456    125,587
   Net operating margins (loss)     (10,520)    5,567    (116,945)    11,709

Other income (deductions):                                       
  Interest income                     1,974     1,849       8,595      7,736
  Interest expense                  (13,272)   (6,545)    (31,928)   (19,040)
  Equity in earnings of 
   partnership (note 4)                 816     1,035       2,048      2,077
  Miscellaneous, net                    397       290       6,525      1,667
      Total other deductions        (10,085)   (3,371)    (14,760)    (7,560)
   Margins (loss) before income
      taxes and minority interest   (20,605)    2,196    (131,705)     4,149

Income tax expense(benefit)          (7,678)      932     (47,080)     1,206
   Margins (loss) before
      minority interest             (12,927)    1,264     (84,625)     2,943

Minority interest                         -       (71)          -     (1,823)
   Net margins (loss)              $(12,927)    1,193     (84,625)     1,120



                                                     
       See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
<TABLE>

                                                                    Page 3

                                    GOLD KIST INC.
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Amounts in thousands)
                                     (Unaudited)

<CAPTION>
                                                     Nine Months Ended
                                                     Mar. 28,   Mar. 29,
                                                       1998       1997  
<S>                                                <C>          <C>
Cash flows from operating activities:
  Net margins (loss)                                $(84,625)     1,120
  Non-cash items included in net margins (loss):
     Depreciation and amortization                    32,357     29,459
     Equity in earnings of partnership                (2,048)    (2,077)
     Patronage refunds from other cooperatives        (2,453)    (5,642)
     Minority interest                                   -        1,823
     Deferred income tax expense (benefit)            (1,245)       177
     Other                                               219      5,849
  Changes in operating assets and liabilities: 
     Receivables                                      34,923     44,306
     Inventories                                     (83,465)   (72,286)
     Commodities margin deposits                      50,078     14,917
     Other current assets                            (42,638)    (1,718)
     Accounts payable and accrued expenses             4,279     12,299
     Interest left on deposit                            229      1,181
        Net cash provided by (used in) 
           operating activities                      (94,389)    29,408     

Cash flows from investing activities:
  Acquisition of subsidiary minority interest        (53,104)       -  
  Acquisitions of property, plant and equipment      (47,499)   (58,958)
  Other, net                                           5,653         92
        Net cash used in investing activities        (94,950)   (58,866)

Cash flows from financing activities:
  Short-term borrowings (repayments), net            (46,034)    29,865
  Proceeds from long-term debt                       285,200     70,661
  Principal payments of long-term debt               (52,361)   (46,703)
  Patronage refunds and other equity paid in cash     (3,414)   (29,205)
        Net cash provided by financing activities    183,391     24,618

        Net change in cash and cash equivalents       (5,948)    (4,840)

Cash and cash equivalents at beginning of period      17,921     20,562

Cash and cash equivalents at end of period          $ 11,973     15,722
 
Supplemental disclosure of cash flow data:
  Cash paid during the periods for:
     Interest (net of amounts capitalized)          $ 27,952     17,939
     Income taxes                                   $   -         9,967



     See Accompanying Notes to Consolidated Financial Statements.
</TABLE>

                                                       Page 4
                          GOLD KIST INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      (Amounts in Thousands)
                           (Unaudited)


1.  The accompanying unaudited consolidated financial  statements
    reflect the accounts  of Gold Kist Inc. and  its subsidiaries
    ("Gold  Kist"  or  the "Association").    These  consolidated
    financial statements  should  be  read  in  conjunction  with
    Management's Discussion and Analysis of Consolidated  Results
    of  Operations  and  Financial Condition  and  the  Notes  to
    Consolidated Financial Statements on pages  13 through 17 and
    pages  22 through  39, respectively,  of  Gold Kist's  Annual
    Report in the previously filed  Form 10-K for the  year ended
    June 28, 1997.

2.  In  the  opinion  of management,  the  accompanying unaudited
    consolidated  financial  statements  contain all  adjustments
    (consisting  of  normal  recurring  accruals)  necessary   to
    present  fairly  the  financial  position,   the  results  of
    operations,   and   the   cash   flows.      All  significant
    intercompany  balances and transactions  have been eliminated
    in consolidation.  Results of  operations for interim periods
    are  not necessarily  indicative of  results  for the  entire
    year.

3.  Inventories consist of the following:
<TABLE>
<CAPTION>
                                      Mar. 28, 1998      June 28, 1997  
     <S>                                 <C>                <C>    
     Merchandise for sale                $119,835            86,810
     Live poultry and hogs                 92,104           101,579
     Marketable products - poultry         42,690            35,814
     Marketable products - cotton          84,277            27,442
     Raw materials, supplies and other     40,536            44,332
                                         $379,442           295,977
</TABLE>

4.   Gold Kist  has a 33%  interest in Golden  Peanut Company,  a
     Georgia general partnership.   Gold Kist's investment in the
     partnership was  $20.4 million at  March 28, 1998  and $24.1
     million at  June 28, 1997.   In July  1997, the  Association
     received   a  distribution   of   $5.8  million   from   the
     partnership.

     Summarized  operating statement information of Golden Peanut
     Company is shown below:
<TABLE>
<CAPTION>
                           Three Months Ended      Nine Months Ended 
                           Mar. 31,   Mar. 31,    Mar. 31,  Mar. 31,
                             1998       1997        1998      1997 
     <S>                  <C>          <C>        <C>        <C>    
     Net sales and other
       operating income   $105,372     89,636     275,027    292,942
     Costs and expenses    102,929     86,375     268,884    286,838
       Net earnings       $  2,443      3,261       6,143      6,104
</TABLE>

                                                         Page 5

                          GOLD KIST INC.
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                      (Amounts in Thousands)
                           (Unaudited)


5.   In  January 1997, the Gold Kist Board of Directors adopted a
     resolution  authorizing   the  Association's   officers   to
     negotiate  with Golden  Poultry  Company, Inc.  to  pursue a
     transaction  in which  Gold Kist  would acquire  all  of the
     shares  of   Golden  Poultry  Company'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  estimated 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.


                                                         Page 6

ITEM 2.            MANAGEMENT'S DISCUSSION AND ANALYSIS
                     OF RESULTS OF OPERATIONS
                     AND FINANCIAL CONDITION

RESULTS OF OPERATIONS

Net Sales Volume

The  Association's net  sales volume  of $594.8  million for  the
three  month  period  ended  March  28, 1998  increased  3.0%  as
compared to the same period a year ago.  Net sales volume for the
nine  months ended March 28, 1998 increased 3.2% or $52.4 million
as compared to the nine months ended March 29, 1997.  The overall
increase  in net sales volume for these periods was primarily due
to growth  in the Association's cotton  procurement and marketing
operations.

The Poultry  segment's net  sales volume of  approximately $404.0
million for the quarter  ended March 28, 1998  increased slightly
as  compared to  the  same quarter  last  fiscal year.    Poultry
average  selling prices for the three months ended March 28, 1998
declined approximately 2.1% as compared to the same period a year
ago.   The impact of  the decline in  market prices on  net sales
volume was partially offset  by an increase in pounds  of poultry
sold.  The Poultry segment's net sales volume for the nine months
ended March 28, 1998 was $1.2 billion, which represented a slight
increase over the  comparable period a  year ago.   For the  nine
months ended March  28, 1998,  average selling  prices were  3.8%
lower than in  the comparable period a year ago.  However, pounds
of poultry  sold  for the  current  nine month  period  increased
approximately 4.3% as compared to the nine months ended March 29,
1997.   The decline in  broiler market prices  is attributable to
excess industry supply, an increase in pork and beef supplies and
instability in the Southeast Asia markets.  

Net sales volume  in the Agri-Services segment  of $190.8 million
for the three months ended March 28, 1998 increased approximately
4.6% as compared to the same period a year ago.  Net sales volume
of  $472.0 million  for  the nine  months  ended March  28,  1998
increased  11.0% as compared to the same period last fiscal year.
The Agri-Services segment's net sales  increase for the three and
nine months  ended  March 28,  1998  reflected growth  in  cotton
procurement and marketing operations.   Cotton division net sales
for  the quarter  ended  March 28,  1998  were $88.4  million  as
compared to $31.5  million for the comparable  quarter last year.
Retail  and  wholesale  sales  of  agricultural  inputs  declined
approximately  18.2% for the three months ended March 28, 1998 as
compared to  the  same period  a  year  ago due  to  wet  weather
conditions  in the  southeastern  United States,  a reduction  in
spring  plantings due  to lower  commodity prices  and poor  crop
yields last fall.

  
Net Operating Margins (Loss)

The Association had a net operating loss of $10.5 million for the
quarter ended March 28, 1998 as compared to net operating margins
of $5.6  million for the quarter  ended March 29, 1997.   For the
nine months ended March 28, 1998, the Association's net operating
loss  was  $116.9 million  as compared  to  net margins  of $11.7
million during  the nine months  ended March 29,  1997.  The  net
operating loss for the three and nine months ended March 28, 1998
was  primarily  the  result  of  high  poultry  production  costs
associated with 

                                                         Page 7

the  Association's  forward   purchasing  and  commodity  trading
activities, as well as lower market prices  for poultry products.
Poultry, pork and  commercial animal feed  product costs for  the
three  and nine  months  ended March  28,  1998 reflected  losses
realized  on  futures  and  options  transactions  totaling  $1.9
million  and  $86.1 million,  respectively.    Also, lower  Agri-
Services net  sales volume  contributed significantly to  the net
operating losses for the periods presented.

The Poultry segment had a net operating loss of $5.4 million  for
the  three months  ended  March  28,  1998  as  compared  to  net
operating  margins of $4.0 million in the same period last fiscal
year. The 2.0% decline  in average selling prices contributed  to
the  net operating  loss.   Feed ingredient  costs for  the three
months ended March 28, 1998 declined 3.4% as compared to the same
period a year ago due to lower cash commodity prices for corn and
soybean  meal.   For the  nine months  ended March 28,  1998, the
Poultry  segment reported an $83.3  million net operating loss as
compared  to net operating margins  of $22.8 million  in the same
period a year ago.   The net operating loss for the  current nine
months reflected the increase  in feed ingredient costs discussed
above.

The   Agri-Services  segment   had  a   net  operating   loss  of
approximately $2.6 million for the quarter ended March  28, 1998,
as compared to a $12.5 million net operating margin for  the same
quarter a year  ago.  The  Agri-Services segment's net  operating
loss  for  the  quarter  ended   March  28,  1998  was  primarily
attributable   to  losses   in  cotton   ginning  and   marketing
activities,  as  well as  retail  store losses  due  primarily to
inclement  weather  conditions.    The  Association's  fertilizer
division  recorded  a  $3.7   million  patronage  refund  from  a
fertilizer cooperative as  a reduction  in cost of  sales in  the
quarter  ended  March 28,  1998.   This  compared to  a patronage
refund of $10.1 million  recorded in the quarter ended  March 29,
1997.   High commercial animal feed  production costs contributed
to  the  overall  increase  in the  Agri-Services  segment's  net
operating loss.   The Agri-Services  segment's net  loss for  the
nine months ended March 28, 1998 was $24.5 million as compared to
$2.2 million in the comparable period last year.
  

Other Income (Deductions)
   
Interest income  was approximately  $2.0 million for  the quarter
ended  March 28, 1998  as compared to  $1.8 million for  the same
quarter a  year ago.  Interest expense for the three months ended
March  28, 1998  increased  to  $13.3  million  as  a  result  of
increased average borrowings necessary to  support additional net
sales volume and to fund net losses.   Also, interest expense for
the  three  and  nine  months  ended  March  28,  1998  reflected
borrowings to fund the acquisition of Golden Poultry common stock
(see Note 5 of Notes to Consolidated Financial Statements).
  
Equity in  earnings of partnership of  approximately $2.0 million
represented  the Association's  pro rata  share of  Golden Peanut
Company's earnings for the nine months ended March 28, 1998.  

Miscellaneous, net was  $397,000 for the quarter  ended March 28,
1998  as compared  to $290,000  for the  quarter ended  March 29,
1997.  Miscellaneous, net  for the three  months ended  March 28,
1998 includes patronage refunds from other cooperatives and other
dividends   of   $277,000.   Miscellaneous,   net   includes  the
Association's  $60,000  pro rata  share  in  the  loss    of    a
partially-owned  foreign   affiliate  whose  principal   business
activities

                                                           Page 8

include the  marketing, purchasing and resale  of edible peanuts.
For  the  quarter  ended   March  28,  1998,  miscellaneous,  net
reflected  a $131,000 loss from its ownership interest in a pecan
processing and marketing company.   Miscellaneous, net includes a
$327,000 loss for the quarter  ended March 28, 1998, representing
the Association's pro rata share of the loss of a partially-owned
affiliate  whose   principal  business  activities   include  the
manufacture and sale of fertilizer ingredients.  Rental income of
$533,000 was included in miscellaneous, net for the quarter ended
March 28, 1998.  

For  the nine months ended March 28, 1998, miscellaneous, net was
$6.5 million  as compared to $1.7  million for the  same period a
year ago.  The  increase reflects income of $2.0  million related
to a poultry  grower agreement and an increase in  gains on sales
of  assets.  Miscellaneous, net  for the nine  months ended March
29,  1997 reflects  a  $1.0  million  loss  on  the  purchase  of
subsidiary common stock.


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 proceeds  from the
continuous  offering  of  Subordinated  Loan  Certificates and  a
committed  credit facility  with a  group of  banks.   During the
quarter ended  September 27, 1997, the  Association established a
$50  million  term loan  with an  agricultural  credit bank.   In
December  1997,  the  Association  established  a  $440   million
committed  credit  facility  with  eight  commercial  banks  that
includes  a  $132 million  revolving  credit  commitment, a  $132
million 364-day line of credit commitment and a $176 million term
loan.  Due  to higher-than-expected net  losses sustained in  the
six  months  ended  December 27,  1997,  the  Association  was in
violation of  certain financial  covenants associated  with these
facilities and received waivers  of these covenants in connection
with a restructuring of the credit facilities.   The restructured
credit facilities  will result  in increased borrowing  costs and
are secured  with substantially all of  the Association's assets.
The  restructured  revolving   credit  and  term facilities  have
three-year  terms and  limit the  availability of  short-term and
long-term financing.  

Working capital  and the  current ratio  were $270.1  million and
1.68 to 1, respectively, at March 28, 1998, as compared to $209.3
million and 1.48 to 1, respectively, at June 28, 1997.  The terms
of  the restructured facilities require a ratio of current assets
to  current liabilities  of not  less than  1.25:1, the  ratio of
funded debt to  total capitalization  not to exceed  70% and  the
Association  must maintain a  minimum tangible net  worth of $240
million.    Additionally,  the  terms  of  the  agreements  place
limitations on  capital spending, patronage  refunds, redemptions
of patrons' equity and the use of forward contracts and commodity
derivatives.  The  Association is required  to apply excess  cash
flow  to the  three-year  term  loan.   At  March  28, 1998,  the
Association's current  ratio and  funded debt  to capitalization,
determined  under  the  loan  agreements, were  1.68:1  and  66%,
respectively.    

At March 28, 1998, the Association had unused loan commitments of
$79.2  million.    The  primary  sources  of  external  long-term
financing  are   proceeds   from  the   continuous  offering   of
Subordinated  Capital Certificates  of Interest  and a  revolving
credit facility.  

                                                         Page 9


Patrons equity at March  28, 1998 was $256.2 million  as compared
to $346.1  million at  June 28,  1997.  The  decline in  patrons'
equity was  due to the $84.6 million net loss for the nine months
ended  March  28, 1998  and to  a  lesser extent,  redemptions of
patrons' equity.  In addition  to the net operating loss for  the
nine  months ended  March 28,  1998, net  cash used  in operating
activities   reflected   the  increase   in   cotton  inventories
associated with the  1997 harvest, as well  as seasonal increases
in retail inventories of crop  production inputs.  These  factors
were partially  offset by the seasonal  decrease in Agri-Services
segment receivables.

In  September 1997,  the Association  acquired the  remaining 3.7
million shares of Golden Poultry Company, Inc. common  stock that
it did  not already  own.   The cost  to acquire  the outstanding
shares  and the fees and expenses incurred in connection with the
merger  were  approximately $55.1  million.   Other uses  of cash
included expenditures for the  acquisition of property, plant and
equipment  of $47.5  million, repayments  of long-term  debt, and
other equity payments.   These items were substantially funded by
borrowings of $285.2 million.

The Association plans capital expenditures of approximately $61.0
million  in 1998 and $34.0 million in 1999 that primarily include
expenditures for expansion and  technological advances in poultry
production and  processing and to a  lesser extent, Agri-Services
segment improvements.  In  addition, planned capital expenditures
include  other  asset  improvements  and  necessary replacements.
Management intends to  finance planned capital expenditures  with
borrowings available under existing  credit facilities.  In 1998,
management expects cash expenditures to approximate  $4.0 million
for equity distributions.  The Association believes cash expected
to  be  provided  from  operations,  in  addition  to  borrowings
available under  existing credit  arrangements and  proceeds from
the sale  of Subordinated Capital Certificates  of Interest, will
be   sufficient  to   maintain  cash   flows  adequate   for  the
Association's operational objectives.

FUTURE ACCOUNTING REQUIREMENTS

In  June 1997,  the Financial  Accounting Standards  Board (FASB)
issued Statement  of Financial  Accounting  Standards (SFAS)  No.
130,  "Reporting  Comprehensive   Income,"  and  SFAS  No.   131,
"Disclosures  About  Segments  of   an  Enterprise  and   Related
Information."   These new  standards become effective  for fiscal
years  beginning after December  15, 1997.   The Association will
begin reporting comprehensive income  in compliance with SFAS No.
130 beginning with  the quarter ending September  26, 1998, while
reporting under SFAS No.  131 initially will be presented  in the
consolidated  financial statements  for fiscal  1999.   While the
Association  is evaluating the criteria  of SFAS No.  131 as they
apply  to its  operations,  the Association  does not  anticipate
significant  changes  to its  reportable  segments.  Both of  the
statements require additional reporting and expanded disclosures,
but   will  have  no  effect  on  the  Association's  results  of
operations, financial position, capital resources or liquidity.

In February  1998,  the FASB  issued  SFAS No.  132,  "Employers'
Disclosure about Pension and Other Postretirement  Benefits" that
revised   disclosure   requirements   for   pension   and   other
postretirement benefits.   It does not affect  the measurement of
the expense of the Association's pension and other postretirement
benefits.   The disclosure requirements  of the standard  will be
reflected  in  the  Association's  1999   consolidated  financial
statements.

                                                         Page 10

                                             
                   PART II:  OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K.    
                                           
       (a) Exhibit
 
             Designation of Exhibit 
             in this Report            Description of Exhibit

                 27                    Financial Data Schedule

       (b)   Reports  on Form 8-K.   Gold Kist has  not filed any
             reports on Form  8-K during the  three months  ended
             March 28, 1998.
                                                                 
                            SIGNATURES

Pursuant to  the requirements 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.
                                          (Registrant)           

Date     May 12,1998                                             
                                          Gaylord O. Coan
                                      Chief Executive Officer    
                                   (Principal Executive Officer) 
    

Date     May 12, 1998                                          
                                         Peter J. Gibbons      
                                      Vice President, Finance
                                     (Chief Financial Officer)   



                                                      Page 10


                   PART II:  OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K.    
                                              
     (a) Exhibit

         Designation of Exhibit 
             in this Report        Description of Exhibit

                 27                Financial Data Schedule

     (b) Reports  on Form  8-K.   Gold  Kist  has not  filed  any
         reports on Form 8-K during the three months ended
         March 28, 1998.                                         

                            SIGNATURES

Pursuant to the  requirements 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.
                                           (Registrant)       

Date     May 12, 1998                  /s/ Gaylord O. Coan       
                                           Gaylord O. Coan
                                       Chief Executive Officer   
                                    (Principal Executive Officer)
     

Date     May 12, 1998                  /s/ Peter J. Gibbons     
                                           Peter J. Gibbons      
                                       Vice President, Finance   
                                      (Chief Financial Officer)  

  
<PAGE>

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<MULTIPLIER>1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-27-1998
<PERIOD-END>                               MAR-28-1998
<CASH>                                          11,973
<SECURITIES>                                         0
<RECEIVABLES>                                  227,544
<ALLOWANCES>                                    12,108
<INVENTORY>                                    379,442
<CURRENT-ASSETS>                               665,437
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<DEPRECIATION>                                 399,387
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<CURRENT-LIABILITIES>                          395,334
<BONDS>                                        487,268
                                0
                                          0
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<TOTAL-LIABILITY-AND-EQUITY>                 1,197,405
<SALES>                                      1,687,027
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<CGS>                                        1,672,516
<TOTAL-COSTS>                                1,672,516
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<INCOME-TAX>                                  (47,080)
<INCOME-CONTINUING>                           (84,625)
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<NET-INCOME>                                  (84,625)
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