SecProbe.io

CORRESP
1
filename1.htm

Gold Kist Holdings and Merrill Lynch's Request for Acceleration

 GOLD KIST HOLDINGS INC.

 244 Perimeter Center Parkway, NE

 Atlanta, Georgia 30346

 October 6, 2004

 Via Facsimile and EDGAR Filing

 (202) 942-9528

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, DC 20549

Re:

Gold Kist Holdings Inc. – Registration Statement on Form S-1

 (File No. 333-116067)

 Acceleration Request

 Ladies and Gentlemen:

         Pursuant to Rule 461 under the Securities Act of 1933, as amended, Gold Kist Inc. (the “Company”) hereby
requests the Securities and Exchange Commission to accelerate the effective date of the above-referenced Registration Statement and declare the Registration Statement, as then amended, effective under the Securities Act of 1933, as amended, at 11:00
a.m., Washington, D.C. time, on October 6, 2004 or as soon thereafter as practicable. The Company also requests the Commission to specifically confirm such effective date and time to the Company in writing.

         The acceleration request of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, as managing underwriter of the offering, together with supplemental information concerning the distribution of the preliminary prospectus, will be provided to you today by Merrill Lynch, Pierce, Fenner &
Smith Incorporated.

         The
Company acknowledges that (i) should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, such declaration does not foreclose the Commission from taking any action with respect to the
filing; (ii) the action of the Commission or the staff of the Commission, 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 (iii) the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

         The Company hereby confirms that as of the
date hereof, there has been no material change in the operating or financial condition of the Company since the date of the latest financial data set forth in the Registration Statement.

 Sincerely,

 GOLD KIST HOLDINGS INC.

 By:

 /s/ J. David Dyson

 Name:

 J. David Dyson

 Title:

 General Counsel, Vice President

 and Secretary

cc:

H. Roger Schwall, Assistant Director

          Johanna Vega Losert, Examiner

 October 6, 2004

 Securities and Exchange Commission

 Judiciary Plaza

 450 Fifth Street, N.W.

 Washington, D.C. 20549

RE:

Gold Kist Holdings Inc.

Common Stock

File No. 333-11067, Form S-1

 To whom it may concern:

 In connection with the
proposed offering of the common stock registered on the above- captioned Registration Statement, we wish to advise you that we hereby join with the Registrant’s request pursuant to Rule 461 under the Securities Act of 1933 that the effective
date of the above-captioned Registration Statement be accelerated so that the same will become effective on October 6, 2004, at 11:00 a.m. or as soon as practicable thereafter. Supplemental information supplied under Rule 418(a)(7) under the
Securities Act of 1933:

(i)

Date of Preliminary Prospectus: September 3, 2004 and September 24, 2004

(ii)

Dates of distribution: September 3, 2004 - October 4, 2004

(iii)

Number of prospective underwriters: 5

(iv)

Number of prospectuses distributed under (iii) above: September 3, 2004 distribution, approximately 11,926; September 24, 2004 distribution, approximately 11,926

(v)

Compliance with Rule 15c2-8 under the Securities Exchange Act of 1934: Included in Master Agreement Among Underwriters of Merrill Lynch, Pierce, Fenner & Smith Incorporated

 Very truly yours,

 Merrill Lynch, Pierce, Fenner & Smith

 Incorporated

 /s/ Marcelo Cosma

 Marcelo Cosma

 Director and Senior Counsel