SecProbe.io

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE
							October 4, 2004

via U.S. mail

Mr. J. David Dyson
General Counsel, Vice President and Corporate Secretary
Gold Kist Inc.
244 Perimeter Center Parkway, N.E.
Atlanta, Georgia  30346

Re:	Gold Kist Inc.,
	Form S-4 filed September 30, 2004
File No. 333-119393

Dear Mr. Dyson:

	We have limited our review of your filing to Item 4 of the
Form
S-4, and we have the following comments.  Where indicated, we
think
you should revise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary.  Please be as
detailed
as necessary in your explanation.  In some of our comments, we may
ask you to provide us with supplemental information so we may
better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. In the forepart of the prospectus quantify the underwriter`s
overallotment.

2. Throughout the document where you refer to the "supplemental
distribution," please revise disclosure to refer to that term as
the
"supplemental stock distribution" to members.

3. Explain to us whether members will receive an updated patronage
equity reports (filed as exhibit 99.99 in the original S-4),
illustrating what members will receive based on the new IPO
assumptions of $11 per share and 12 million shares.  If you do not
plan to send updated patronage equity reports, tell us why.

Letter to Gold Kist Members

4. Briefly restate the minimum IPO conditions for the conversion
to
become effective. We note the disclosure on pages 28-29 of the
original prospectus.  Explain why you do not believe that a new
vote
is required even though you are not able to conduct the IPO of 18
million shares at $15.

5. The disclosure in the second paragraph, as well as other parts
of
the supplement, suggest that the pricing terms are finalized.
However, disclosures elsewhere suggest that that is only an
estimate.
If the latter is correct, where you refer to the revised
assumptions
of $11.00 per share at 12 million shares throughout the
prospectus,
clearly state that these terms are not finalized and that they may
change based on the closing of the IPO.  Please revise disclosure
on
pages S-3 and S-7 accordingly.   You should provide a reasonably
narrow price range for the IPO shares.  For example, provide
disclosure based on a range of $10-12 per share.

6. Explain whether the supplemental stock distribution will create
unexpected tax consequences for members.

7. Indicate that Pilgrim`s Pride reiterated their offer but that
the
Board decided again not to pursue that offer.

8. Where you state that the supplemental distribution will not
affect
in any way the amount of cash that will be distributed in the
redemption and the conversion, indicate that some of the cash for
the
distribution will now be coming from Gold Kist`s available cash on
hand.

9. Explain why you registered the additional shares under the
supplemental stock distribution.  In this regard, explain why you
indicate that you are providing the S-4 for informational purposes
only.

10. In the last paragraph, specify that you are not asking the
members to vote again.

Cautionary statement regarding forward-looking statements, page S-
2

11. Please move this disclosure to another section of the
prospectus,
preferably to the end of the prospectus, after the presentation of
material disclosure.

Questions and Answers, page S-3

12. Explain why no further vote is required for this transaction
and
why members are not being asked to take any action.

What will I receive as a result of the supplement to the plan of
conversion?

13. Clarify for members whether the supplemental number of shares
you
are distributing to them may exceed the 6 million shares and, if
so,
why.

14. Disclose that members will be restricted from selling their
shares for between 180 to 360 days following completion of the
proposed IPO.

Other than the supplemental distribution, are there any other
changes
to what Gold Kist`s members will receive under the plan of
conversion?

15. Add subheadings the disclosure on page S-4 for the
presentation
of information under the IPO at $15 per share and for the current
estimated offering price of $11 per share.

How will the changes in the proposed initial public offering
affect
New Gold Kist?

16. To clearly set forth for the members the differences in the
IPO,
provide a table with two columns showing the amounts in the
original
offering and the current offering.  Include also the cash proceeds
to
New Gold Kist, the amount of debt to be repaid and the resulting
available cash balance.

The supplemented plan of conversion, page S-6

      What you will receive in the redemption and conversion, page
S-
6

17. Where you describe the use of $88 million of the gross
proceeds
from the initial public offering and cash on hand by New Gold
Kist,
indicate the amount from gross proceeds and the amount from cash
on
hand.

18. The table as presented at the top of page S-7 is difficult to
follow and confusing.  First, if you are no longer offering 18
million shares in the IPO but are showing those rows only for
comparison purposes, provide a division in the table that makes
that
clear.  Second, add rows reflecting the possible ranges of the
revised IPO whereby it would still meet the conditions set forth
on
pages 28-29 of the original prospectus. Third, revise and
reconstruct
the columns so that they read, going from left to right, as
follows:
* Number of shares
* Price per share
* Gross proceeds
* Gross proceeds retained by New Gold Kist
* Value of shares being received by the members in the aggregate
distribution (not including the supplemental distribution)
* Cash being received by members
* Additional distribution to members based on members` interests
* Value of shares of the supplemental distribution to members.

19. Expand footnote 4 to clarify that this represents stock and
cash
and explain how that breakdown will be determined.

Additional distribution, page S-7

20. If the IPO price is not fixed at $11, add rows to this table
as
appropriate to reflect the range of prices.  Comply with this
comment
in the table regarding the supplemental stock distribution as
well.

21. Provide disclosure comparable to that in footnote in the prior
table.

Initial public offering, page S-8

22. Add a column to the table at the bottom of page S-8 that
assumes
the sale of 12 million shares at $11.00 as of March 27, 2004 so
that
members can see the difference on what they originally voted upon.

Background of the Conversion, page S-9

23. Disclose the identity of the industry participant and state
that
Pilgrim`s Pride reiterated their offer on September 24, 2004.
Disclose the reasons why the board decided not to pursue the
offer.
Regarding your discussions with your financial and legal advisors,
provide the disclosure required by Item 1015 of Regulation M-A.

24. Clarify how the most recent proposal was "substantially
identical" to the previous offer and explain any ways in which it
differs.

25. Explain why the Board determined that it was in the best
interests of new Gold Kist and its equity holders to complete the
conversion and IPO rather than pursue the Pilgrim`s Pride offer.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	Please direct questions concerning these comments to Johanna
Losert at (202) 942-2931 or, in her absence to the Timothy
Levenberg,
Special Counsel, at (202) 942-1865.   Direct all correspondence to
the following ZIP code:  20549-0405.

      Sincerely,

      H. Roger Schwall
      Assistant Director

cc:	Harvey Hill
	Dennis Garris
      Scott Ortwein
      Justin Howard
	Alston & Bird LLP
	(via fax: 404-253-8376)

	Johanna Losert
	Timothy Levenberg
Michele Anderson
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Gold Kist Inc.
October 4, 2004
page 6

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