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October 19, 2006

Michael K. Pressman, Esq.

Special Counsel

Office of Mergers & Acquisitions

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549 - 7010

Via EDGAR

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RE: Gold Kist Inc.

         Schedule TO-T filed September 29, 2006

         by Pilgrim’s Pride Corporation and Protein Acquisition Corporation

         File No. 5-81988

Dear Mr. Pressman:

On behalf of Pilgrim’s Pride Corporation (“Parent”) and its wholly owned subsidiary Protein Acquisition Corporation (sometimes referred to individually as “Purchaser” and together with Parent collectively referred to as the “Offerors”), we submit this letter setting forth the Offerors’ responses to the comments of the Staff of the Securities and Exchange Commission (the “Commission”) sent by letter dated October 11, 2006 from you to Alan G. Harvey, of this firm, relating to the Schedule TO-T, as amended, filed by the Offerors on September 29, 2006 in connection with the tender offer (the “Offer”) by the Offerors for any and all of the outstanding shares of common stock of Gold Kist Inc. (“Gold Kist”). As requested by the Staff, we are filing this letter as Edgar correspondence

To assist the Staff’s review of the Offerors’ responses, the Staff’s comments have been set forth verbatim in bold face below, and the Offerors’ responses are set out immediately following the applicable comment. Capitalized terms used herein without definition have the same meanings as are ascribed to them in the Offer to Purchase.

Schedule TO

1.      Your inclusion of a financing condition in spite of having obtained binding commitment letters

providing the financing required to complete the tender offer suggests that the commitment letters may be unreliable. Binding commitment letters should render a financing condition unnecessary. If you do not believe that the financing condition is unnecessary, please expressly state to us, in a supplemental response that includes supporting reasons, that the bidder’s receipt of financing is not a material change that would require the tender offer to remain open for at least five business days.

         Response: We understand that the Commission has historically recognized a difference between firm, legally binding commitment letters – under which the parties cannot

Washington, DC

“Blockbuster shall have received proceeds under the facilities contemplated by its commitments from JPMorgan Chase Bank, N.A., Credit Suisse First Boston, Cayman Islands branch, and Citicorp North America, Inc. that, together with Blockbuster’s cash on hand, borrowings under Blockbuster’s existing revolving credit facility, the proceeds from any issuance of senior subordinated notes, referred to in this prospectus as the “proposed Blockbuster notes,” and Hollywood’s expected cash balance, are sufficient to permit Blockbuster to complete the transactions contemplated by the offer and the second-step merger and to pay fees, expenses and other related amounts, including but not limited to payments and related costs in connection with the satisfaction of the Hollywood notes condition and the repayment of all amounts outstanding under Hollywood’s existing credit

agreement.” Preliminary Prospectus included in Registration Statement on Form S-4 filed by Blockbuster Inc. on February 2, 2005 (Registration No. 333-122485) (emphasis added).

Similarly, in the Omnicare offer to acquire the shares of NeighborCare, Inc., the financing condition was stated as follows:

. . . (5) OMNICARE HAVING AVAILABLE TO IT PROCEEDS OF THE FINANCINGS CONTEMPLATED BY ITS EXISTING COMMITMENT LETTER OR SUCH OTHER FINANCINGS THAT ARE SUFFICIENT, TOGETHER WITH CASH ON HAND, TO CONSUMMATE THE OFFER AND THE PROPOSED MERGER AND TO REFINANCE ALL DEBT OF THE COMPANY AND OMNICARE THAT IS OR COULD BE REQUIRED TO BE REPURCHASED OR BECOMES, OR COULD BE DECLARED, DUE AND PAYABLE AS A RESULT OF THE OFFER OR THE PROPOSED MERGER OR THE FINANCING THEREOF AND TO PAY ALL RELATED FEES AND EXPENSES . . . Nectarine Acquisition Corp. Offer to Purchase the Common Stock of NeighborCare, Inc. dated June 4, 2004 (emphasis added).

Certain Conditions of the Offer, page 32

As is the case with respect to the Financing Condition in the Offer, we believe that subjecting the Board Condition, the Rights Condition and the DGCL §203 Condition to the Purchaser’s “sole discretion” is justified by recent prior transactions that have been filed with the Commission. For example, BASF Aktiengesellschaft’s recent unsolicited offer to acquire the shares of Engelhard Corporation presents remarkably analogous circumstances. The similarities between BASF AG/Engelhard and the Offer include the following conditions in the BASF AG/Engelhard transaction:

•      redemption or inapplicability of Engelhard’s rights plan

•      approval of the offer pursuant to a provision of Engelhard’s charter similar to Section 203 of the DGCL

•      termination of the leveraged recapitalization (share repurchase program) commenced by Engelhard in response to BASF AG’s unsolicited tender offer

The standard by which satisfaction of each of these three conditions was to be measured was expressed as follows in BASF AG’s offer to purchase:

THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS . . . (II) IRON ACQUISITION CORPORATION (“PURCHASER”) BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE COMPANY’S BOARD OF DIRECTORS HAS REDEEMED THE SERIES A JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS (THE “RIGHTS”) ISSUED PURSUANT TO THE RIGHTS AGREEMENT, DATED AS OF OCTOBER 1, 1998, BETWEEN THE COMPANY AND CHASE MELLON SHAREHOLDER SERVICES, L.L.C., AS RIGHTS AGENT, OR THAT THE RIGHTS HAVE BEEN INVALIDATED OR ARE OTHERWISE INAPPLICABLE TO THE OFFER AND THE

MERGER (AS DEFINED HEREIN), (III) PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE OFFER AND THE MERGER HAVE BEEN APPROVED FOR PURPOSES OF ARTICLE SEVENTH OF THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED (“ARTICLE SEVENTH”), OR THAT THE PROVISIONS OF ARTICLE SEVENTH ARE OTHERWISE INAPPLICABLE TO THE OFFER AND THE MERGER AND (IV) PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE COMPANY HAS TERMINATED THE LEVERAGED RECAPITALIZATION AND 20% SHARE BUYBACK (AS DEFINED HEREIN) PRIOR TO THE ACCEPTANCE FOR PAYMENT OF ANY SHARES TENDERED THEREUNDER. BASF Aktiengesellschaft Amended and Restated Offer to Purchase the Shares of Engelhard Corporation dated May 9, 2006 (emphasis added).

In addition, BASF AG proposed to solicit proxies from Engelhard’s stockholders to terminate the share repurchase program, much as the Offerors intend to solicit proxies from Gold Kist’s stockholders to increase the number of directors on the Board with the goal of electing directors who, subject to their fiduciary duties, would consider taking action to remove certain obstacles to Gold Kist stockholders determination whether to accept the Offer.

Similarly, in Simon Property’s 2002 offer to acquire Taubman Centers, satisfaction or nonapplicability of certain limitations on REIT ownership under the target company’s charter and of certain anti-takeover provisions of Michigan law were conditions to the offer, with the determination to be made in the purchaser’s sole discretion, as follows:

THE OFFER IS CONDITIONED UPON, AMONG OTHER CONDITIONS SET FORTH IN THE OFFER TO PURCHASE . . . (2) THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT AFTER CONSUMMATION OF THE OFFER NONE OF THE SHARES ACQUIRED BY THE PURCHASER SHALL BE DEEMED “EXCESS STOCK” (AS DEFINED HEREIN), (3) FULL VOTING RIGHTS FOR ALL SHARES TO BE ACQUIRED BY THE PURCHASER IN THE OFFER HAVING BEEN APPROVED BY THE SHAREHOLDERS OF TAUBMAN CENTERS, INC. PURSUANT TO THE MICHIGAN CONTROL SHARE ACT (AS DEFINED IN THE OFFER TO PURCHASE), OR THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE PROVISIONS OF SUCH STATUTE ARE INVALID OR OTHERWISE INAPPLICABLE TO THE SHARES TO BE ACQUIRED BY THE PURCHASER PURSUANT TO THE OFFER, AND (4) THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT, AFTER CONSUMMATION OF THE OFFER, THE MICHIGAN BUSINESS COMBINATION ACT (AS DEFINED IN THE OFFER TO

PURCHASE) WILL NOT PROHIBIT FOR ANY PERIOD OF TIME, OR IMPOSE ANY SHAREHOLDER APPROVAL REQUIREMENT WITH RESPECT TO, THE PROPOSED SECOND STEP MERGER OR ANY OTHER BUSINESS COMBINATION INVOLVING TAUBMAN CENTERS, INC. AND THE PURCHASER (OR ANY OTHER AFFILIATE OF SIMON PROPERTY GROUP, INC. OR WESTFIELD AMERICA, INC.). Offer to Purchase the Common Stock of Taubman Centers, Inc. by Simon Property Acquisitions, Inc. dated December 5, 2002 (emphasis added).

We think that these transactions demonstrate the distinction between the existence of objectively verifiable conditions (we believe that the Rights Condition, the Board Condition and the DGCL §203 Condition are such objectively verifiable conditions) and the final power to determine whether the objectively verifiable conditions have been satisfied. Based on the arguments set forth above and precedents such as these, we submit that the Offerors should have this final power and are justified in subjecting the Rights Condition, the Board Condition and the DGCL §203 Condition to the Purchaser’s sole discretion.

The Offerors also believe that the remaining conditions to the Offer set forth in section 14 of the Offer to Purchase are either subject to objective verification (e.g., the commencement of specified legal proceedings, certain market events, certain acquisitions of shares of Gold Kist by other purchasers or certain actions by Gold Kist ) or, in cases that have been left to the Purchaser’s judgment, are already subject to a standard of reasonableness. See clauses (i) through (iii) and (v) through (viii) of paragraph (a) of the conditions to the Offer, under which Purchaser, when exercising its judgment as to the likely consequences of the specified proceedings, must find that such consequences are “reasonably likely” to occur. Such requirement of “reasonable likelihood” is also incorporated by reference into paragraph (b) of the conditions to the Offer.

Accordingly, the Offerors do not believe that any revisions to the conditions to the Offer are required.

3.

We note your statement that you may assert conditions “regardless of the circumstances giving rise thereto.” If the circumstances giving rise to the condition are within your control, we believe the offer may be illusory and may constitute a “fraudulent, deceptive or manipulative” practice within the meaning of Section 14(e). Please revise your disclosure accordingly.

Response: Unlike certain offers in which the quoted language appears, the Offerors did not state in the Offer to Purchase that their right to assert a condition “regardless of the circumstances giving rise thereto” would apply when such circumstances are within their control. Supplementally, the Offerors confirm their understanding that acts or omissions

In light of the foregoing confirmation by the Offerors and the absence of express or implied language to the contrary in the Offer to Purchase, we do not believe that any revision of the Schedule TO is required in response to this comment.

4.

We note your statement that you may waive a condition “in whole or in part, at any time and from time to time prior to expiration.” Please revise your disclosure to clarify that, to the extent you waive a condition with respect to one tender, you will waive that condition for all other tenders as well.

Response: In response to this Comment, Amendment No. 4 to the Schedule TO added the following sentence immediately following the statement of the Offerors’ right to assert or waive the conditions to the Offer:

Any waiver of any of the foregoing conditions will apply to all tenders of Shares to which the condition would otherwise apply.

5.

The last paragraph of this section contains language suggesting that once a condition is triggered, you may decide in your reasonable judgment whether it is advisable to proceed with the offer. Please note that when a condition is triggered and an offeror decides to proceed with the offer anyway, we believe that this constitutes a waiver of the triggered condition(s). You may not rely on this language to tacitly waive a condition of the offer by failing to expressly assert it. Please confirm your understanding on a supplemental basis.

Closing Information

•      Amendment No. 2 filed October 12, 2006: added disclosure of the purchase price as computed for the contemporaneous offer to purchase Gold Kist Notes

•      Amendment No. 3 filed October 16, 2006: added disclosure of the Gold Kist Board’s recommendation against the Offer, Gold Kist’s commencement of litigation against the Offerors and their nominees for election to the Gold Kist Board, and the results of the offer to purchase the Gold Kist Notes

•      Amendment No. 4 filed October 17, 2006: added disclosure of early termination of the waiting period under the Hart-Scott-Rodino Act and language responding to Comment 4

•      Such Offeror is responsible for the adequacy and accuracy of the disclosure in the filings;

•      Staff comments or changes to disclosure in response to staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filings; and

•      Such Offeror may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

/s/ Robert. A. Grauman