EXHIBIT 10.6


                              ARTICLES OF AMENDMENT

                                       OF

                               PIERRE FOODS, INC.

         Pursuant to N.C.G.S. Section 55-10-06 of the General Statutes of North
Carolina, the undersigned Corporation hereby submits the following Articles of
Amendment for the purpose of amending its Articles of Incorporation.

         1. Name. The name of the Corporation is Pierre Foods, Inc.

         2. Amendment. The following amendment to the Articles of the
corporation was adopted by its directors and shareholders on the 18th day of
September, 2002, in the manner prescribed by law:

                  RESOLVED, that the Restated Articles of Incorporation of
                  Pierre Foods, Inc. filed with the Secretary of State on August
                  5, 2002 be amended by the addition of the following new
                  Article.

                  6. Action Without Meeting. To the full extent then permitted
                  by the North Carolina Business Corporation Act as it may be
                  amended from time to time, any action required or permitted to
                  be taken at a meeting may be taken without a meeting and
                  without prior notice by shareholders having not less than the
                  minimum number of votes that would be necessary to take the
                  action at a meeting at which all shareholders entitled to vote
                  were present and voted.

         4. Date of Adoption. The date of adoption of the amendment was
September 18, 2002.

         5. Shareholder Approval. The amendment was approved by shareholder
action as required in accordance with Chapter 55 of the North Carolina General
Statutes.

         6. Effective Date. These articles will be effective upon filing.

         This the 18th day of September, 2002.

                                               PIERRE FOODS, INC.

                                               By: /s/ David R. Clark
                                                   -----------------------------
                                                   David R. Clark, Vice-Chairman