Exhibit 3.2








                                   Exhibit 3.2
           Certificate of Amendment of Certificate of Incorporation of
                         Golden Enterprises, Inc. dated
                               December 22, 1976.




















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<PAGE>








                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                               GOLDEN FLAKE, INC.




        THIS IS TO CERTIFY:  THAT GOLDEN FLAKE, INC. is a corporation created by
and  existing  under the laws of the State of Delaware,  the  resident  agent in
charge of its principal  office in the State of Delaware  being THE  CORPORATION
TRUST COMPANY, 100 West Tenth Street, Wilmington, Delaware:

        THAT the Board of Directors of said  corporation  did adopt a resolution
setting  forth a proposed  amendment to its  Certificate  of  Incorporation  and
declaring its advisability;

        THAT  thereafter,  at the Regular Annual Meeting of the  Stockholders of
the  corporation  held  on  September  22,  1976,  the  proposed  amendment  was
unanimously adopted: that the said amendment is as follows:

         BE IT RESOLVED,  that Article  FIRST of the  Company's  Certificate  of
         Incorporation be amended in its entirety to read as follows, instead of
         as originally written:

                  "FIRST.  The name of the  corporation is `GOLDEN  ENTERPRISES,
INC.'"

        AND FURTHER THAT the said Amendment was duly adopted in accordance  with
the  provisions  of Section 242 of the General  Corporation  Law of the State of
Delaware and that the capital of this  corporation  will not be reduced under or
by reason of the said Amendment.

        IN WITNESS WHEREOF,  the said corporation has caused this certificate to
be made and signed by its  President and Chief  Operating  Officer and Assistant
Secretary and its seal to be affixed hereto.

         This, the 22nd day of December, 1976.

                             GOLDEN FLAKE, INC.


                             By    /S/ J. WALLACE NALL
                                   --------------------------
                                      Its President and Chief
                                      Operating Officer




                             ATTEST: /S/ JOHN SHANNON
                                   --------------------------
                                     Its Assistant Secretary


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STATE OF ALABAMA                    )
                                    :
JEFFERSON COUNTY                    )

         BE IT REMEMBERED  that on this 22nd day of December,  1976,  before me,
the  subscriber,  a Notary  Public in and for the State  and  County  aforesaid,
personally  appeared J. WALLACE NALL,  President and Chief Operating  Officer of
GOLDEN FLAKE,  INC.,  the  corporation  mentioned in the foregoing  certificate,
known to me and acknowledged the said certificate to be his act and deed and the
act and deed of said corporation, and that the seal thereto affixed was the sale
of the said corporation.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year hereinabove written.

                                            /S/ HAZEL A. MCCOOL
                                            --------------------------------
                                                Notary Public

                                             My Commission Expires:  11/8/78
                                                                     -------




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