GOLD KIST INC
10-Q, 1999-02-09
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 December 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 -
             December 26, 1998 and June 27, 1998 ...        1

           Consolidated Statements of Operations
             Three Months and Six Months Ended
             December 26, 1998 and December 27, 1997        2

           Consolidated Statements of Cash Flows -
             Six Months Ended December 26, 1998
             and December 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

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>
<

                                               Dec. 26,         June 27,
                                                 1998             1998
   <STUB>
       ASSETS                                 <C>              <C>
Current assets:
   Cash and cash equivalents                   $  9,013           11,789
   Receivables, principally trade,
    less allowance for doubtful
    accounts of $3,602 at
    December 26, 1998 and $3,113
    at June 27, 1998                            106,785          107,957
   Inventories (note 3)                         174,468          174,204
   Deferred income taxes                         17,229           45,431
   Other current assets                          26,969           32,673
   Net assets of discontinued operations         12,488          247,621
       Total current assets                     346,952          619,675
Investments                                     120,785          125,623
Property, plant and equipment, net              254,125          255,791
Other assets                                     75,386           79,566
                                               $797,248        1,080,655

       LIABILITIES AND EQUITY
Current liabilities:
   Notes payable and current maturities of
    long-term debt:
    Short-term borrowings                      $ 58,085          201,939
    Subordinated loan certificates               28,047           35,005
    Current maturities of long-term debt         18,166           93,248
                                                104,298          330,192
   Accounts payable                              84,519           85,188
   Accrued compensation and related expenses     43,248           32,466
   Interest left on deposit                      10,913           11,451
   Other current liabilities                     11,545           10,799
       Total current liabilities                254,523          470,096
Long-term debt, excluding current maturities    196,623          320,600
Accrued postretirement benefit costs             51,238           48,678
Other liabilities                                 7,110            7,275
       Total liabilities                        509,494          846,649
Patrons' and other equity:
   Common stock, $1.00 par value - Authorized
    500 shares; issued and outstanding 33 at
    December 26, 1998 and June 27, 1998              33               33
   Patronage reserves                           249,733          198,517
   Unrealized gain on marketable equity
    security (net of deferred income taxes
    of $12,998 at December 26, 1998 and
    $14,592 at June 27, 1998)                    24,139           27,099
   Retained earnings                             13,849            8,357
       Total patrons' and other equity          287,754          234,006
Contingencies (note 5)
                                               $797,248        1,080,655

              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    Six Months Ended
                                  Dec. 26,  Dec. 27,    Dec. 26,  Dec. 27,
                                    1998      1997        1998      1997
<STUB>                           <C>        <C>         <C>       <C>
Net sales volume                 $434,282   403,135     915,137   822,202
Cost of sales                     378,766   430,360     774,499   875,332
 Gross margins (loss)              55,516   (27,225)    140,638   (53,130)
Distribution, administrative
 and general expenses              19,103    15,566      41,696    32,125
 Net operating margins (loss)      36,413   (42,791)     98,942   (85,255)
Other income (deductions):
 Interest income                      410       598       1,055     1,036
 Interest expense                  (3,941)   (6,162)    (13,453)  (10,467)
 Equity in earnings of
   partnership (note 4)               693       652       1,886     1,497
 Miscellaneous, net                   926     1,154       2,100     4,824
   Total other deductions          (1,912)   (3,758)     (8,412)   (3,110)
 Margins (loss) from continuing
   operations before income taxes  34,501   (46,549)     90,530   (88,365)
Income tax expense(benefit)        11,606   (16,534)     31,805   (31,445)
 Margins(loss) from continuing
   operations                      22,895   (30,015)     58,725   (56,920)
Discontinued operations (note 5):
 Loss from operations of dis-
   continued Agri-Services segment
   (less applicable income taxes
   of $4,603 and $7,957, respec-
   tively, for the three and six
   months ended December 27, 1997       -    (8,725)          -   (14,778)
 Net margins (loss)                22,895   (38,740)     58,725   (71,698)


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

<TABLE>
                                                                 Page 3

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

<CAPTION>
                                                     Six Months Ended
                                                   Dec. 26,    Dec. 27,
                                                     1998        1997
<STUB>                                            <C>           <C>
Cash flows from operating activities:
  Margins (loss) from continuing operations       $  58,725     (56,920)
  Non-cash items included in margins (loss)
    from continuing operations:
    Depreciation and amortization                    20,175      17,490
    Equity in earnings of partnership                (1,886)     (1,497)
    Deferred income tax expense (benefit)            29,366      (1,592)
    Other                                              (921)         31
  Changes in operating assets and liabilities:
    Receivables                                         683       3,533
    Inventories                                        (264)      4,093
    Other current assets                              2,401      (4,072)
    Accounts payable and accrued expenses            14,160       8,014
    Interest left on deposit                           (538)        (88)

Net cash provided by (used in) operating
 activities of continuing operations                121,901     (31,008)         

Net cash provided by (used in) operating
 activities of discontinued operations               16,820     (76,649)

Net cash provided by (used in) operating
 activities                                         138,721    (107,657)

Cash flows from investing activities:
 Acquisitions of property, plant and equipment      (17,681)    (28,282)
 Acquisition of subsidiary minority interest              -     (53,104)
 Other                                                9,759       8,877

Net cash used in investing activities of
 continuing operations                               (7,922)    (72,509)

Net cash used in investing activities of
 discontinued operations:
 Acquisitions of property, plant and equipment            -      (5,228)
 Proceeds from sale of the Agri-Services segment    218,313           -

Net cash provided by (used in) investing
 activities of discontinued operations              218,313      (5,228)

Net cash provided by (used in) investing
 activities                                         210,391     (77,737)

Cash flows from financing activities:
 Short-term repayments, net                        (150,812)    (34,949)
 Proceeds from long-term debt                        83,891     263,115
 Principal repayments of long-term debt            (282,950)    (41,950)
 Patronage refunds and other equity paid in cash     (2,017)     (1,615)

Net cash provided by (used in) financing activities(351,888)    184,601

Net change in cash and cash equivalents              (2,776)       (793)

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

Cash and cash equivalents at end of period        $   9,013      17,128

Supplemental disclosure of cash flow data (Note 7)

      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>
                                      Dec. 26, 1998    June 27, 1998

     <STUB>                             <C>                <C>
     Live poultry and hogs               $ 89,872           94,005
     Marketable products                   48,809           45,081
     Raw materials and supplies            35,787           35,118
                                         $174,468          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  $20.2 million  at  December 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       Six Months Ended
                            Dec. 26,  Dec. 27,      Dec. 26,  Dec. 27,
                              1998      1997          1998      1997
    <STUB>                  <C>         <C>        <C>        <C>
    Net sales and other
      operating income     $116,266    88,655       210,315   169,655
    Costs and expenses      114,187    86,699       204,657   165,164
      Net earnings         $  2,079     1,956         5,658     4,491

 </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  $218.3
   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 assumed by Southern States.   The
   Association  anticipates a post-closing settlement of  actual
   net current asset value with Southern States in fiscal 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.    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.

 6.Effective June  28, 1998,  the Association  adopted SFAS  No.
   130,  "Reporting  Comprehensive  Income."    This   statement
   establishes items  that are required  to be recognized  under
   accounting standards  as components of comprehensive  income.
   SFAS  No.   130  requires,  among   other  things,  that   an
   enterprise  report  a  total  for  comprehensive  income   in
   condensed financial statements  of interim periods.  For  the
   three month  and six month  periods ended  December 26,  1998
   and  December   27,  1997,  the  Association's   consolidated
   comprehensive  income was  $24.2 million  and $55.8  million,
   respectively.  For  the six month periods ended December  26,
   1998 and  December 27, 1997,  the Association's  consolidated
   comprehensive  loss  was $45.5  million  and  $74.8  million,
   respectively.      The   difference   between    consolidated
   comprehensive income,  as disclosed here, and  traditionally-
   determined consolidated net  margins (loss), as set forth  on
   the   accompanying  Condensed   Consolidated  Statements   of
   Operations, results  from unrealized  holding gains  (losses)
   on securities less applicable income taxes.

 7.The Association  incurred cash payments for interest (net  of
   amounts  capitalized)  of $22.5  million and  $18.0  million,
   respectively, for the six months ended December 26, 1998  and
   December  27, 1997, respectively.   The  Association did  not
   incur income tax payments for the periods presented.

                                                          Page 6

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


RESULTS OF OPERATIONS


Net Sales Volume

Gold Kist net sales volume of $434.3 million for the three months
ended December  26,  1998  increased 7.7%  or  $31.1  million  as
compared to the  same period  a year ago.   The  increase in  net
sales volume for  the three months  ended December  26, 1998  was
primarily the result of a 5.9% increase in average selling prices
and a 6.0% increase in pounds of poultry sold.  Net sales  volume
of $915.1  million for  the six  months ended  December 26,  1998
increased 11.3% or $92.9 million as compared to the same period a
year ago.  The net sales volume increase for the six months ended
December 26, 1998 was primarily the result of a 6.8% increase  in
average selling prices and a 7.1%  increase in pounds of  poultry
sold.   The impact  of  these factors  on  net sales  volume  was
partially offset by  lower average selling  prices for live  hogs
and feeder pigs.

Higher domestic poultry market prices during the six months ended
December 26, 1998 were attributable to a reduction in the  growth
of industry wide broiler production.  The production decline  was
attributed to problems in the breeder flocks that restricted live
broiler production, as  well as hot  summer weather that  reduced
broiler growth rates in  the Southeast.   During the current  six
month period, market prices for dark meat, which represent  about
30% of the value  of broilers, have declined  as a result of  the
Russian and Asian  economic crises that  began in  the summer  of
1998.

Net Operating Margins (Loss)

The Association had  net operating margins  of $36.4 million  for
the three months  ended December 26,  1998 as compared  to a  net
operating loss of  $42.8 million  in the  comparable period  last
year.  Net operating  margins for the  six months ended  December
26, 1998 were $98.9 million as  compared to a net operating  loss
of $85.3 million for the same six  month period a year ago.   The
improvements in operating  margins were  due to  the increase  in
poultry market prices discussed  above and lower feed  ingredient
costs.  Feed ingredient costs for the three and six months  ended
December 26,  1998 declined  36.0%  and 38.7%,  respectively,  as
compared to the  three and six  months ended  December 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.      Higher   distribution,
administrative and general expenses for the three months and  six
months  ended  December  26,  1998  reflected  the  increase   in
incentive compensation expenses  related to the  increase in  net
margins.

                                                         Page 7

Other Income (Deductions)

Interest expense  of  $3.9 million  for  the three  months  ended
December 26,  1998  declined  $2.3 million  as  compared  to  the
comparable period a  year ago as  a result  of lower  borrowings.
Reduced debt levels resulted from the  sale of the Agri-Services
segment in October 1998 and the improvement in net cash flow from
operations.   The impact of  the decline in  borrowings was
partially  offset  by  higher interest  rates  related  to  a
weakening in the  financial condition of  the Association  during
the fiscal year ended  June 27, 1998.   Interest expense for  the
six months ended December 26, 1998 was $13.5 million as  compared
to $10.5 million for the six months ended December 27, 1997.  The
increase was due to higher  interest rates and increased  average
borrowings during the six months ended December 26, 1998  related
to the  decline in  Gold Kist's  financial condition  during  the
prior fiscal year.

Equity in  the  earnings  of  the  partnership  of  approximately
$693,000 and $1.9 million represented the Association's pro  rata
share of Golden Peanut Company's earnings  for the three and  six
months ended December 26, 1998, respectively.  This compared to a
$652,000 and $1.5  million, respectively, pro  rata share of  the
partnership's earnings for the comparable periods a year ago.

Miscellaneous, net  was  $926,000  for  the  three  months  ended
December 26, 1998 as compared to $1.2 million for the same period
last year. Miscellaneous, net for the three months ended December
26, 1998 includes dividends of $166,000.   For the quarter  ended
December 26, 1998, miscellaneous,  net reflected a $301,000  gain
from the Association's ownership  interest in a pecan  processing
and marketing company.   Miscellaneous,  net for  the six  months
ended December  26, 1998  was $1.6  million as  compared to  $4.7
million for the same period a  year ago.  Miscellaneous, net  for
the six months ended  December 27, 1997  includes income of  $2.0
million related to a poultry grower agreement.

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  December
26, 1998, the Association had  unused loan commitments of  $250.0
million.

                                                          Page 8

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 December  26, 1998,  the
Association's current ratio  and ratio  of total  funded debt  to
capitalization, determined under the  loan agreements, were  1.36
to 1 and  52%, 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 1.50  to
1.   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 December 26,
1998, the Association was in compliance with the loan agreements.

Working capital and the current ratio were $92.4 million and 1.36
to 1, respectively, at December 26,  1998, as compared to  $149.6
million and 1.32 to 1, respectively,  at June 27, 1998.   Patrons
equity at December  26, 1998 was  $287.8 million  as compared  to
$234.0 million at June 27, 1998.  The increase in patron's equity
was the  result  of  net margins  of  $58.7  million  which  were
partially offset by the $3.0  million unrealized holding loss  on
marketable equity  securities  and  equity  redemptions  of  $2.0
million for the  six months ended  December 26, 1998.   Net  cash
provided by  operations  reflected the  improvements  in  poultry
operating margins and  proceeds from the  sale of  assets of  the
Agri-Services segment.  Cash provided  by operations was used  to
repay short and long-term borrowings.

In October 1998, the Association completed the sale of assets  of
the Agri-Services segment  to Southern  States Cooperative,  Inc.
(Southern States).   Proceeds  of $218.3  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  by the  end of  fiscal
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
purchase of  the  preferred  securities by  the  Association  may
result in  an  additional  loss in  discontinued  operations  for
fiscal 1999  if the  securities' fair  values are  less than  the
purchase amount.  See Note 5  of Notes to Consolidated  Financial
Statements.

The Association plans capital  expenditures of approximately  $45
million in  1999  that  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, 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

                                                          Page 9

payments.  In  connection with the  sale of assets  of the  Agri-
Services segment to Southern  States, Gold Kist discontinued  the
sale  of  Subordinated  Certificates   in  October  1998.     The
Association believes cash  and cash equivalents  at December  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 $26.9  million  of
Subordinated Certificates and accrued interest will mature during
the remaining two quarters of fiscal 1999.

Year 2000 Disclosure Statement

The year 2000 issue  is the result  of computer programs  written
using two  digits (rather  than four)  to define  the  applicable
year.  Any of the 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.  The Association has completed  phase (1) and expects to
complete phase (2) by the end of fiscal 1999.   The  Association
expects the  final testing phase to be complete by October 1999.
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

                                                          Page 10

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.

Because the Association  has not completed  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 Association'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, 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 Financial Accounting Standards Board (FASB)
issued Statement  of Financial  Accounting Standards  (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

                                                         Page 11

standard will be reflected in the Association's 1999 consolidated
financial statements.  In June 1998, the FASB issued SFAS No. 133
"Accounting for Derivative  Instruments and Hedging  Activities."
The  Statement  requires  the   recognition  of  all   derivative
instruments  on  the   balance  sheet   at  fair   value.     The
Association's derivative instruments, which include  agricultural
related futures  and  options,  are  specifically  designated  as
hedges.    Changes  in  the   fair  value  of  these   derivative
instruments 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 Statement will be  reflected  in
the Association's 2000 consolidated financial statements.


                                                         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 December 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   February 9, 1999                                          
                                          Gaylord O. Coan
                                      Chief Executive Officer
                                    (Principal Executive Officer)


Date   February 9, 1999     
                                         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
         December 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     February 9, 1999            /s/ Gaylord O. Coan      
                                         Gaylord O. Coan
                                     Chief Executive Officer
                                   (Principal Executive Officer)


Date     February 9, 1999           /s/ Walter F. Pohl, Jr.
                                        Walter F. Pohl, Jr.
                                            Controller
                                   (Principal Accounting Officer)<PAGE>

<TABLE> <S> <C>



            <ARTICLE> 5
            <1000>
                   
            <S>                             <C>
            <PERIOD-TYPE>                   6-MOS
            <FISCAL-YEAR-END>                          JUN-26-1999
            <PERIOD-END>                               DEC-26-1998
            <CASH>                                           9,013
            <SECURITIES>                                         0
            <RECEIVABLES>                                  110,387
            <ALLOWANCES>                                     3,602
            <INVENTORY>                                    174,468
            <CURRENT-ASSETS>                               346,952
            <PP&E>                                         611,116
            <DEPRECIATION>                                 356,991
            <TOTAL-ASSETS>                                 797,248
            <CURRENT-LIABILITIES>                          254,523
            <BONDS>                                        196,623
                                            0
                                                      0
            <COMMON>                                            33
            <OTHER-SE>                                     287,721
            <TOTAL-LIABILITY-AND-EQUITY>                   797,248
            <SALES>                                        915,137
            <TOTAL-REVENUES>                               920,178
            <CGS>                                          774,499
            <TOTAL-COSTS>                                  774,499
            <OTHER-EXPENSES>                                     0
            <LOSS-PROVISION>                                   489
            <INTEREST-EXPENSE>                              13,453
            <INCOME-PRETAX>                                 90,530
            <INCOME-TAX>                                    31,805
            <INCOME-CONTINUING>                             58,725
            <DISCONTINUED>                                       0
            <EXTRAORDINARY>                                      0
            <CHANGES>                                            0
            <NET-INCOME>                                    58,725
            <EPS-PRIMARY>                                        0
            <EPS-DILUTED>                                        0
                    <PAGE>

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