GOLD KIST INC
10-Q, 1998-11-10
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 September 26, 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 -
             September 26, 1998 and June 27, 1998 ..        1

           Consolidated Statements of Operations
             and Comprehensive Income -
             Three Months Ended September 26, 1998
             and September 27, 1997 ................        2

           Consolidated Statements of Cash Flows -
             Three Months Ended September 26, 1998
             and September 27, 1997 ................        3

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

  Item 2.  Management's Discussion and Analysis of
             Results of Operations and Financial
             Condition .............................      6 - 11

  Item 3.  Quantitative And Qualitative Disclosures
             About Market Risk......................       11          

Part II.   Other Information

  Item 6.  Exhibits and reports on Form 8-K.........       12





<TABLE>
                                                                Page 1
Item 1.  Financial              GOLD KIST INC.
         Statements       CONSOLIDATED BALANCE SHEETS
                            (Amounts in Thousands)
                                 (Unaudited)
<CAPTION>
                                               Sept.26,         June 27,
                                                 1998             1998
<S>                                           <C>                <C>
                  ASSETS
Current assets:
   Cash and cash equivalents                  $   23,854          11,789
   Receivables, principally trade,
    less allowance for doubtful
    accounts of $1,501 at
    September 26, 1998 and $3,113
    at June 27, 1998                             125,977         107,957
   Inventories (note 3)                          163,979         174,204
   Deferred income taxes                          24,302          45,431
   Other current assets                           45,091          32,673
   Net assets of discontinued operations         218,914         247,621
       Total current assets                      602,117         619,675
Investments                                      117,366         125,623
Property, plant and equipment, net               254,133         255,791
Other assets                                      84,222          79,566
                                              $1,057,838       1,080,655

       LIABILITIES AND EQUITY
Current liabilities:
   Notes payable and current maturities of
    long-term debt:
    Short-term borrowings                     $   89,939         201,939
    Subordinated loan certificates                32,846          35,005
    Current maturities of long-term debt         141,863          93,248
                                                 264,648         330,192
   Accounts payable                               92,336          85,188
   Accrued compensation and related expenses      32,894          32,466
   Interest left on deposit                       12,641          11,451
   Other current liabilities                      10,500          10,799
       Total current liabilities                 413,019         470,096
Long-term debt, excluding current maturities     323,116         320,600
Accrued postretirement benefit costs              49,958          48,678
Other liabilities                                  7,311           7,275
       Total liabilities                         793,404         846,649
Patrons' and other equity:
   Common stock, $1.00 par value - Authorized
    500 shares; issued and outstanding 33 at
    September 26, 1998 and June 27, 1998              33              33
   Patronage reserves                            230,240         198,517
   Unrealized gain on marketable equity
    security (net of deferred income taxes
    of $12,272 at September 26, 1998 and
    $14,592 at June 27, 1998)                     22,790          27,099
   Retained earnings                              11,371           8,357
       Total patrons' and other equity           264,434         234,006
Contingencies (note 5)
                                              $1,057,838       1,080,655


      See Accompanying Notes to Consolidated Financial Statements.

</TABLE>
<TABLE>
                                                                  Page 2
                                    GOLD KIST INC.
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                                AND COMPREHENSIVE INCOME
                                (Amounts in Thousands)
                                      (Unaudited)

  <CAPTION>
                                              Three Months Ended
                                           Sept. 26,       Sept. 27,
                                             1998            1997
  <S>                                       <C>             <C>
  Net sales volume                          $480,855        419,067
  Cost of sales                              395,733        444,972
     Gross margins (loss)                     85,122        (25,905)

  Distribution, administrative and general
     expenses                                 22,593         16,559

     Net operating margins (loss)             62,529        (42,464)

  Other income (deductions):
     Interest income                             645            438
     Interest expense                         (9,512)        (4,305)
     Equity in earnings of partnership
        (note 4)                               1,193            845
     Miscellaneous, net                        1,174          3,670
       Total other income (deductions)        (6,500)           648

     Margins (loss) from continuing
       operations before income taxes         56,029        (41,816)

  Income tax expense (benefit)                20,199        (14,911)

     Margins (loss) from continuing
       operations                             35,830        (26,905)

  Discontinued operations (note 5):

     Loss from operations of discontinued
       Agri-Services segment (less
       applicable income taxes of $3,354
       million for 1997)                           -         (6,053)

     Net margins (loss)                       35,830        (32,958)

  Other comprehensive income (loss), net
     of tax:

     Unrealized holding gains (losses) on
       securities arising during period
       (less applicable income taxes of
       $2,320 for 1998 and $1,452 for 1997)   (4,309)         2,697

     Comprehensive income (loss)            $ 31,521        (30,261)



     See Accompanying Notes to Consolidated Financial Statements.

  </TABLE>
  <TABLE>

                                                                   Page 3


                               GOLD KIST INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Amounts in thousands)
                                (Unaudited)
<CAPTION>
                                                    Three Months Ended
                                                   Sept. 26,   Sept. 27,
                                                     1998        1997
<S>                                               <C>           <C>
Cash flows from operating activities:
  Margins (loss) from continuing operations       $  35,830     (26,905)
  Non-cash items included in margins (loss)
    from continuing operations:
    Depreciation and amortization                     9,996       8,354
    Equity in earnings of partnership                (1,193)       (845)
    Deferred income tax expense (benefit)            20,344      (1,697)
    Other                                            (2,909)       (297)
  Changes in operating assets and liabilities:
    Receivables                                     (16,408)        327
    Inventories                                      10,225       4,328
    Commodities margin deposits                           -      39,666
    Other current assets                            (13,125)    (12,955)
    Accounts payable and accrued expenses             7,982       2,454
    Interest left on deposit                          1,190        (487)

Net cash provided by operating activities
 of continuing operations                            51,932      11,943          

Net cash provided by operating activities
 of discontinued operations                          28,707       1,022

Net cash provided by operating activities            80,639      12,965

Cash flows from investing activities:
 Acquisitions of property, plant and equipment       (7,953)    (16,818)
 Acquisition of subsidiary minority interest              -     (53,104)
 Other                                                3,500       6,281

Net cash used in investing activities of
 continuing operations                               (4,453)    (63,641)

Net cash used in investing activities of
 discontinued operations - acquisitions of
 property, plant and equipment                             -     (2,973)

Net cash used in investing activities                (4,453)    (66,614)

Cash flows from financing activities:
 Short-term borrowings (repayments), net           (114,159)     13,218
 Proceeds from long-term debt                        79,897      81,509
 Principal payments of long-term debt               (28,766)    (40,911)
 Patronage refunds and other equity paid in cash     (1,093)     (1,159)

Net cash provided by (used in) financing activities (64,121)     52,657

Net change in cash and cash equivalents              12,065        (992)

Cash and cash equivalents at beginning of period     11,789      17,921<PAGE>

Cash and cash equivalents at end of period        $  23,854      16,929

Supplemental disclosure of cash flow data:
 Cash paid during the periods for:
    Interest (net of amounts capitalized)         $  15,623       8,955
    Income taxes                                  $       -           -


     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 27, 1998.

 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>
                                      Sept. 26, 1998   June 27, 1998
     <S>                                 <C>                <C>
     Live poultry and hogs               $ 91,777           94,005
     Marketable products                   40,035           45,081
     Raw materials and supplies            32,167           35,118
                                         $163,979          174,204
 </TABLE>

 4. Gold  Kist has a  33% interest in  Golden Peanut Company,  a
     Georgia general partnership.  Gold Kist's investment in the
     partnership was  $19.0 million  at September  26, 1998  and
     $22.7 million  at  June  27,  1998.    In  July  1998,  the
     Association received a  distribution of  $4.4 million  from
     the partnership.

    Summarized operating statement information of Golden  Peanut
     Company is shown below:
<TABLE>
<CAPTION>
                                              Three Months Ended
                                          Sept. 30,         Sept. 30,
                                            1998              1997
 <S>                                      <C>                <C>
 Net sales and other operating
   income                                  $94,049            81,000
 Costs and expenses                         90,470            78,466    
   Net earnings                            $ 3,579             2,534
</TABLE>

                                                           Page 5


 5.  In October  1998,  the  Association completed  the  sale  of
     assets of  the  Agri-Services  segment  to  Southern  States
     Cooperative, Inc.  (Southern States).   Proceeds  of  $218.1
     million from the sale represented an amount equal to   $39.9
     million  plus 100% of estimated net current asset value less
     the remaining  obligations under  an industrial  development
     bond and a lease obligation.  The Association anticipates  a
     post-closing settlement of  actual net  current asset  value
     with Southern States in early 1999.  Net sales volume of the
     Agri-Services segment was $131.9 million and $138.9 million,
     respectively, for the quarter ended September 26,  1998  and
     September 27, 1997.

     In order  to complete the transaction with Southern  States,
     the Association committed to  purchase, subject to  certain
     terms and  conditions,  from  Southern States  up  to  $100
     million  principal  amount   of  preferred  securities   if
     Southern States is unable to market the securities to other
     purchasers by  April 1999.   The  preferred securities,  if
     purchased, will carry an initial weighted average  dividend
     rate of 7.8%.  The Association  will have no obligation  to
     purchase the preferred securities if Southern States places
     with  other  purchasers  similar  capital  and  or   equity
     securities.   To the  extent  Southern States  places  with
     other purchasers capital and  or equity securities  similar
     to the preferred  securities in  an amount  less than  $100
     million, the Association's commitment to purchase preferred
     securities shall be  reduced correspondingly  on a  dollar-
     for-dollar basis.  The  Association has established a  $100
     million irrevocable direct pay  letter of credit to  secure
     its contingent obligation.  There  are no  assurances  that
     Southern States will be able to market such  securities and
     relieve the Association of its commitment to purchase  such
     securities. 

                                                        Page 6

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


RESULTS OF OPERATIONS

Net Sales Volume

For the three month  period ended September  26, 1998, net  sales
volume increased 14.7% to $480.9  million from $419.1 million  in
the comparable  period last  year.   The  increase in  net  sales
volume was due primarily  to a 7.3%  increase in average  poultry
selling prices and a 7.9% increase  in poultry pounds sold.   The
increase  in  average  selling  prices  was  attributed  to   the
reduction in the rate of industry growth.  The increase in pounds
sold was primarily due to changes in product mix and improvements
in processing capacity utilization.

Net Operating Margins (Loss)

The Association had  net operating margins  of $62.5 million  for
the quarter  ended  September  26, 1998  as  compared  to  a  net
operating loss of  $42.5 million  in the  comparable period  last
year.   The  improvement in  operating  margins was  due  to  the
increase in poultry market prices discussed above and lower  feed
ingredient costs.   Feed ingredient costs  for the quarter  ended
September 26,  1998 declined  41% as  compared  to the    quarter
ending September 27,  1997.  Corn  and soybean  meal cash  market
prices decreased substantially as a result of the favorable  1998
grain harvest and reduced  foreign demand for  U.S. grains.   The
increase in distribution, administrative and general expenses for
the three months ended September 26, 1998 reflected the  increase
in incentive compensation expenses related to the increase in net
margins.

Other Income (Deductions)

Interest expense was $9.5 million for the quarter ended September
26, 1998 as compared  to $4.3 million  for the comparable  period
last year.  The  increase in interest expense  was the result  of
increased average borrowings and higher interest rates related to
the decline in the Association's financial condition  during  the
fiscal year ended June 27, 1998.

Equity in the earnings of  the partnership of approximately  $1.2
million represented the  Association's pro rata  share of  Golden
Peanut Company's  earnings for  the quarter  ended September  26,
1998.   This  compared  to  a $845,000  pro  rata  share  of  the
partnership's earnings for the same quarter a year ago.

Miscellaneous, net was  $1.2 million for  the three months  ended
September 26,  1998 as  compared to  $3.7  million for  the  same
period last  year.   Miscellaneous,  net  for the  quarter  ended
September 27, 1997 includes income of  $2.0 million related to  a
poultry grower  agreement.    Miscellaneous, net  for  the  three
months  ended   September   26,  1998   includes   dividends   of

                                                          Page 7


$356,000.     For  the   quarter   ended  September   26,   1998,
miscellaneous,  net   reflected   a  $353,000   gain   from   the
Association's  ownership  interest  in  a  pecan  processing  and
marketing company.

LIQUIDITY AND CAPITAL RESOURCES

The  Association's  liquidity  is   dependent  upon  funds   from
operations and  external sources  of  financing.   The  principal
source of external  short-term financing is  a secured  committed
credit facility with  a commercial  bank. The  primary source  of
external  long-term  financing  is  a  secured  revolving  credit
facility.

In August 1998, the Association replaced its $440 million secured
committed credit facility  with a $500  million credit  agreement
with a commercial bank that included a secured $125 million  364-
day line of credit commitment, a secured $125 million  three-year
revolving credit facility and a $250 million three-year unsecured
bridge  facility.    In  accordance   with  terms  of  the   loan
agreements, the $250 million three-year  bridge loan was paid  on
October 13, 1998 with proceeds of $218.1 million from the sale of
certain assets of the Agri-Services segment and cash provided  by
operations.  The 364-day line of credit and three-year  revolving
facility  are  secured  by  inventories, receivables and  certain
property, plant and equipment of  the Association.  At  September
26, 1998, the Association had  unused loan commitments of  $230.0
million.

Covenants under the  terms of  the loan  agreements with  lenders
include conditions  that  could limit  short-term  and  long-term
financing available  from various  external sources.   The  terms
require a ratio of current assets  to current liabilities of  not
less than 1.25 to 1 and the  ratio of total funded debt to  total
capitalization not to  exceed 65%.   At September  26, 1998,  the
Association's current ratio  and ratio  of total  funded debt  to
capitalization, determined under the  loan agreements, were  1.46
to 1 and  64%, respectively.   The terms of  the loan  agreements
require specific quarterly  fixed charge  coverage ratios  during
fiscal 1999 and a fixed charge ratio for fiscal 1999 of 150%.  In
addition, the terms place  a limitation on capital  expenditures,
equity distributions, cash patronage refunds and commodity hedging
contracts that include cash forward purchases, as well as futures
and certain  option  contracts.    At  September  26,  1998,  the
Association was in compliance with the loan agreements.

Working capital and  the current  ratio were  $189.1 million  and
1.46 to 1, respectively,  at September 26,  1998, as compared  to
$149.6 million and  1.32 to 1,  respectively, at  June 27,  1998.
Patrons equity  at  September  26, 1998  was  $264.4  million  as
compared to $234.0  million at June  27, 1998.   The increase  in
patron's equity was the  result of net  margins of $35.8  million
which were  partially  offset  by  the  $4.3  million  unrealized
holding  loss  on   marketable  equity   securities  and   equity
redemptions for the quarter ended September  26, 1998.  Cash  and
cash equivalents were  approximately $23.9  million at  September
26,  1998.    Net  cash  provided  by  operations  reflected  the
improvements in poultry operating  margins and net cash  provided
by discontinued operations.  Cash provided by operations was used
to repay short and long-term borrowings.<PAGE>

                                                          Page 8


In October 1998, the Association completed the sale of assets  of
the Agri-Services segment  to Southern  States Cooperative,  Inc.
(Southern States).   Proceeds  of $218.1  million from  the  sale
represented an  amount equal  to   $39.9 million   plus  100%  of
estimated net current asset value less the remaining  obligations
under an industrial development bond and a lease obligation.  The
Association anticipates a post-closing  settlement of actual  net
current asset value with Southern States in early 1999.

In order to  complete the transaction  with Southern States,  the
Association committed to purchase,  subject to certain terms  and
conditions, from  Southern States  up to  $100 million  principal
amount of preferred  securities if Southern  States is unable  to
market the securities  to other purchasers  by April  1999.   The
preferred  securities,  if  purchased,  will  carry  an   initial
weighted average dividend  rate of  7.8%.   The Association  will
have no  obligation  to  purchase  the  preferred  securities  if
Southern States places with other purchasers similar capital  and
or equity securities.  To the extent Southern States places  with
other purchasers capital and or equity securities similar to  the
preferred securities in  an amount  less than  $100 million,  the
Association's commitment to  purchase preferred securities  shall
be reduced  correspondingly  on  a  dollar-for-dollar  basis.  If 
necessary, the  Association  plans  to  use  its existing secured
committed credit facility to  fund  the purchase of the preferred
securities.  The  Association  has  established  a  $100  million
irrevocable direct pay letter of credit to secure its  contingent
obligation.  There  are no assurances that Southern  States  will
be  able  to  market  such  securities  and  relieve the Associa-
tion  of  its commitment to purchase such securities. 

The Association plans capital  expenditures of approximately  $45
million in 1999 that primarily include expenditures for expansion
and technological advances in poultry production and  processing.
In addition,  planned capital  expenditures include  other  asset
improvements and necessary replacements.   Management intends  to
finance planned  1999 capital  expenditures and  related  working
capital  needs  with  existing  cash  balances  and  net  margins
adjusted for non-cash items and additional long-term  borrowings,
as needed.   In  1999, management  expects cash  expenditures  to
approximate $4.0 million for equity distributions.  In connection
with the sale of assets of the Agri-Services segment to  Southern
States and  the  plan  to  discontinue  operations of  the  Agri-
Services segment during fiscal 1999,  Gold Kist  discontinued the
sale of Subordinated  Certificates in October 1998.  The Associa-
tion believes cash and cash equivalents at September 26, 1998 and
cash  expected  to be  provided  from operations, in addition  to
borrowings  available under existing credit arrangements, will be
sufficient to  maintain cash flows adequate for the Association's
projected growth and  operational objectives during 1999  and  to
fund the repayment of  outstanding Subordinated  Certificates  as
they  mature.    Approximately  $37.0   million  of  Subordinated
Certificates  and  accrued  interest  will   mature  during   the
remaining three quarters of fiscal 1999.

Year 2000 Disclosure Statement

The year 2000 problem is the result of computer programs  written
using two  digits (rather  than four)  to define  the  applicable
year.  Any of the

                                                          Page 9


Association's programs  that  have time-sensitive  software  may
recognize a date  using "00" as  the year 1900  rather than  the
year 2000,  which  could  result in  miscalculations  or  system
failures.

The Association has completed its identification of  information
technology systems that are  not year 2000  compliant and is  in
the process of implementing  a comprehensive initiative to  make
its information technology systems  ("IT" systems) and its  non-
information technology  systems  ("non-IT"  systems),  including
embedded microprocessors  in equipment,  refrigeration  systems,
feed mills,  and environmental  controls, year  2000  compliant.
The  initiative   covers  the   following  three   phases:   (1)
identification of all IT and non-IT systems and an assessment of
repair requirements, (2) repair of the identified IT and  non-IT
systems, and (3) testing of the  IT and non-IT systems  repaired
to determine  correct  manipulation of  dates  and  date-related
data.  As of July 1,  1998, the Association has completed  phase
(1) of its initiative and has begun phase (2).  The  Association
is scheduled to  complete phase  (2) by  the end  of the  second
quarter of fiscal 1999 at which time it will commence its  final
testing phase.  The Association expects the final testing  phase
to be complete by third quarter.  The Association believes  that
it has allocated sufficient resources to resolve all significant
year 2000 issues in the above time frame.

As part  of its  year 2000  initiative, the  Association is  also
contacting key suppliers and business partners to evaluate  their
year 2000 compliance plans and  state of readiness and  determine
whether a  year 2000  problem will  impede  the ability  of  such
suppliers and business partners to provide goods and services  as
the year 2000  is approached and  reached.   The Association  has
received responses from  a majority of  its key trading  partners
and is  currently assessing  their state  of  compliance.   As  a
general matter, the Association  is vulnerable to key  suppliers'
inability to remedy their own year  2000 issues and there can  be
no assurance that all date-handling problems in the IT systems of
those  suppliers  will   be  identified  in   advance  of   their
occurrence.

The Association  estimates  that its  cost  of repairing  the  IT
systems and non-IT systems will range from $500,000 to  $700,000.
To date, the Association has yet  to fully assess any  additional
costs that may be incurred to  complete the testing phase of  the
year 2000 initiative and  resolve any problems identified  during
that phase.  The Association believes such costs will not have  a
material effect  on  liquidity  or  its  financial  condition  or
results of operations.

To date,  the Association  has not  identified any  IT or  non-IT
system that presents a material risk of not being year 2000 ready
or for  which  a  suitable  alternative  cannot  be  implemented.
However, as the initiative  moves into the  testing phase, it  is
possible that  the Association  may identify  potential risks  of
year 2000 disruption.  It is also possible that such a disruption
could have a material adverse  effect on the financial  condition
and results of operations.  In addition, if any third parties who
provide goods or services that are critical to the  Association's
business activities fail to appropriately address their year 2000
issues,  there  could  be  a  material  adverse  effect  on   the
Association's financial condition and results of operations.

                                                          Page 10


Because the Association has  not begun the  testing phase of  its
initiative, and, accordingly,  has not fully  assessed its  risks
from potential year  2000 failures, the  Association has not  yet
fully developed  year 2000  specific  contingency plans.    These
plans will be developed as appropriate, if the results of testing
identify a material  business function that  is substantially  at
risk.

Important Considerations Related to Forward-Looking Statements

It should be noted that this discussion contains  forward-looking
statements  which   are   subject  to   substantial   risks   and
uncertainties.  There are many  factors which could cause  actual
results to differ materially from those anticipated by statements
made herein.   Such  factors include,  but  are not  limited  to,
changes in general economic conditions, weather, the growth  rate
of the  market  for  the Company's  products  and  services,  the
availability of raw inputs, global political events, the  ability
of the Association to implement  changes in sales strategies  and
organization  on  a  timely  basis,  the  affect  of  competitive
products and pricing, seasonal revenues,  a delay in closing  the
sale of assets of the Agri-Services segment, as well as a  number
of other risk factors which  could effect the future  performance
of the Association.

Effects of Inflation

The major factor affecting the Association's net sales volume and
cost of  sales  is the  change  in commodity  market  prices  for
broilers, hogs and feed grains.  The prices of these  commodities
are affected  by  world market  conditions  and are  volatile  in
response to supply and demand, as well as political and  economic
events.   The  price fluctuations  of  these commodities  do  not
necessarily correlate with the general inflation rate.  Inflation
has, however, affected operating costs such as labor, energy  and
material costs.

Future Accounting Requirements

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.

In June  1998, the  Financial Accounting  Standards Board  issued
Statement No.  133  "Accounting for  Derivative  Instruments  and
Hedging Activities."  The  Statement requires the recognition  of
all derivatives  on  the  balance  sheet  at  fair  value.    The
Company's derivatives, which include agricultural related futures
and options, are specifically designated  as hedges.  Changes  in
the fair value of these derivatives will either be offset against
the change  in fair  value of  the corresponding  hedged  assets,
liabilities, or firm commitments through earnings or reflected as
other comprehensive income until the hedged item is recognized in
earnings.  The disclosure requirements  of  the Standard  will be
reflected in the Association's 2000

                                                          Page 11


until the hedged item is recognized in earnings.  The disclosure
requirements  of  the Standard will be reflected in the Associa-
tions 2000 consolidated financial statements.   

Item 3. Quantitative And Qualitative Disclosure About Market Risks.

Market Risk

The principal market risks affecting the Association are exposure
to changes in commodity prices and interest rates on  borrowings.
Although the Association has international net sales  volume  and
related accounts receivable for  foreign customers, it  considers
the foreign  currency  exchange risk  in  such activities  to  be
immaterial.

Interest Rate Risk

The Association uses interest rate  swaps to hedge interest  rate
changes on a portion of its  borrowings.  At September 26,  1998,
the Association had $150 million notional value of interest  rate
swaps outstanding.   The  swaps  effectively change  the  average
interest rates on $150 million of  floating rate debt to a  5.97%
fixed rate from  LIBOR.  Assuming  year-end fiscal 1998  variable
rates and borrowings at September 26, 1998, a  one-hundred-basis-
point change in interest rates would impact the Association's net
interest expense by approximately $2.0 million, net of the effect
of the swaps.

Commodities Risk

The  Association   is  a   purchaser  of   certain   agricultural
commodities used  for  the manufacture  of  poultry feeds.    The
Association  uses  commodity  futures  and  options  for  hedging
purposes to reduce the effect of  changing commodity prices on  a
portion of  its commodity  inventories and  related purchase  and
sale contracts.   Feed ingredients  futures contracts,  primarily
corn and  soybean meal,  are recognized  when closed  and  option
contracts are accounted for at market.   Gains and losses on  the
transactions are recorded as a component of product cost.   Terms
of the Association's committed secured credit facility limit  the
use of cash forward contracts and commodities futures and options
to hedge no more than thirteen weeks of the Association's soybean
meal and  corn requirements.   At  September 26,  1998, the  fair
value of  the  Association's outstanding  commodity  futures  and
options positions was not material.

                                                         Page 12


                   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 September 26, 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   November 10, 1998     
                                           Gaylord O. Coan
                                       Chief Executive Officer
                                    (Principal Executive Officer)


Date   November 10, 1998     
                                          Walter F. Pohl, Jr.
                                              Controller
                                    (Principal Accounting Officer)         

  

                                                         Page 12


                   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 September 26, 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     November 10, 1998          /s/ Gaylord O. Coan      
                                        Gaylord O. Coan
                                     Chief Executive Officer
                                  (Principal Executive Officer)


Date     November 10, 1998         /s/ Walter F. Pohl, Jr.
                                       Walter F. Pohl, Jr.
                                           Controller
                                  (Principal Accounting Officer)

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            <ARTICLE> 5
            <1000>
                   
            <S>                             <C>
            <PERIOD-TYPE>                   3-MOS
            <FISCAL-YEAR-END>                          JUN-26-1999
            <PERIOD-END>                               SEP-26-1998
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                                                      0
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            <NET-INCOME>                                    31,521
            <EPS-PRIMARY>                                        0
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