UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K

(X)    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
       ACT OF 1934
For the fiscal year ended May 30, 2008

                                       OR
( )    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

Commission File No. 0-4339

                            GOLDEN ENTERPRISES, INC.
                            ------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                         63-0250005
--------------------------------                  ------------------------------
 (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                         Identification No.)

      One Golden Flake Drive
       Birmingham, Alabama                                     35205
--------------------------------                  ------------------------------
     (Address of Principal                                   (Zip Code)
      Executive Offices)

        Registrant's Telephone Number including area code (205) 458-7316

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                    Common Capital Stock, Par Value $0.66 2/3
                                (Title of Class)

Indicate by check mark if the  Registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes ( ) No (X)

Indicate  by  check  mark if the  Registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act. Yes ( ) No (X)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes (X) No ( )

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this form 10-K or any amendment to this
Form 10-K. ( )

Indicate by check mark whether the Registrant is a large  accelerated  filer, an
accelerated  filer, a non-accelerated  filer, or a smaller reporting company (as
defined  in Rule 1 2b-2 of the Act).  (Check  One) Large  accelerated  filer ( )
Accelerated filer ( ) Non-accelerated filer ( ) Smaller reporting company (X)

Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 1 2b-2 of the Exchange Act). Yes ( ) No (X)

State  the   aggregate   market  value  of  the  voting  common  stock  held  by
non-affiliates of the registrant as of August 1, 2008.
Common Stock, Par Value $0.66 2/3 -- $10,301,386

Indicate the number of shares outstanding of each of the Registrant's Classes of
Common Stock, as of August 1, 2008.

        Class                                      Outstanding at August 1, 2008
        -----                                      -----------------------------
Common Stock, Par Value $0.66 2/3                       11,779,001 shares

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Proxy Statement for the Annual Meeting of Stockholders to
be held on September 25, 2008 are incorporated by reference into Part III.


<PAGE>


                                TABLE OF CONTENTS

                          FORM 10-K ANNUAL REPORT -2008
                            GOLDEN ENTERPRISES, INC.




                                                                            Page
                                                                            ----


PART I.

Item 1.       Business                                                        3
Item 1A.      Risk Factors                                                    6
Item 1B.      Unresolved Staff Comments                                       6
Item 2.       Properties                                                      7
Item 3.       Legal Proceedings                                               7
Item 4.       Submission of Matters to a Vote of Security Holders             8


PART II.

Item 5.       Market for Registrant's Common Equity, Related Stockholder
                Matters and Issuer Purchases of Equity Securities             8
Item 6.       Selected Financial Data                                        10
Item 7.       Management's Discussion and Analysis of Financial Condition
                and Results of Operations                                    11
Item 7A.      Quantitative and Qualitative Disclosure About Market Risk      15
Item 8.       Financial Statements and Supplementary Data                    15
Item 9.       Changes in and Disagreements with Accountants
                on Accounting and Financial Disclosure                       35
Item 9A.      Controls and Procedures                                        36
Item 9B.      Other Information                                              37


PART III.

Item 10.      Directors and Executive Officers and Corporate Governance      37
Item 11.      Executive Compensation                                         37
Item 12.      Security Ownership of Certain Beneficial
                Owners and Management and Related Stockholder Matters        38
Item 13.      Certain Relationships and Related Transactions and
                Director Independence                                        38
Item 14.      Principal Accountant Fees and Services                         38


PART IV.

Item 15.      Exhibits and Financial Statement Schedules                     38

                                       2
<PAGE>


                                     PART I

                               ITEM 1. - BUSINESS

Golden Enterprises,  Inc. (the "Company") is a holding company which owns all of
the issued and  outstanding  capital stock of Golden Flake Snack Foods,  Inc., a
wholly-owned  operating subsidiary company ("Golden Flake").  Golden Enterprises
is paid a fee by Golden Flake for providing management services for it.

The Company was originally  organized  under the laws of the State of Alabama as
Magic City Food  Products,  Inc. on June 11, 1946. On March 11, 1958, it adopted
the name Golden Flake, Inc. On June 15, 1963, the Company purchased Don's Foods,
Inc. a Tennessee  corporation  which was merged into the Company on December 10,
1966. The Company was  reorganized  December 31, 1967 as a Delaware  corporation
without changing any of its assets, liabilities or business. On January 1, 1977,
the  Company,  which had been  engaged  in the  business  of  manufacturing  and
distributing potato chips, fried pork skins, cheese curls and other snack foods,
spun off its operating  division into a separate  Delaware  corporation known as
Golden  Flake  Snack  Foods,  Inc.  and  adopted  its  present  name  of  Golden
Enterprises, Inc.

The Company owns all of the issued and outstanding capital stock of Golden Flake
Snack Foods, Inc.


                           Golden Flake Snack Foods, Inc.

General

Golden Flake Snack Foods, Inc.  ("Golden Flake") is a Delaware  corporation with
its  principal  place of business  and home office  located at One Golden  Flake
Drive,  Birmingham,  Alabama.  Golden Flake  manufactures and distributes a full
line of salted snack items,  such as potato chips,  tortilla chips,  corn chips,
fried pork skins, baked and fried cheese curls, onion rings and puff corn. These
products are all packaged in flexible bags or other suitable wrapping  material.
Golden Flake also sells a line of cakes and cookie items, canned dips, pretzels,
peanut butter crackers,  cheese crackers,  dried meat products and nuts packaged
by other  manufacturers using the Golden Flake label. No single product accounts
for more than 50% of Golden Flake's sales, which affords some protection against
loss of volume due to a crop failure of major agricultural raw materials.

Raw Materials

Golden Flake  purchases raw materials used in  manufacturing  and processing its
snack food products on the open market and under  contract  through  brokers and
directly  from growers.  A large part of the raw materials  used by Golden Flake
consists of farm commodities  which are subject to precipitous  change in supply
and price.  Weather  varies from season to season and directly  affects both the
quality and quantity of supply  available.  Golden Flake has no control over the
agricultural aspects and its profits are affected accordingly.

Distribution

Golden  Flake  sells  its  products  through  its  own  sales  organization  and
independent  distributors to commercial  establishments which sell food products
in Alabama and in parts of Tennessee,  Kentucky, Georgia, Florida,  Mississippi,
Louisiana,  North Carolina,  South Carolina,  Arkansas,  Missouri and Texas. The
products are  distributed by  approximately  470 route salesmen and  independent
distributors who are supplied with selling  inventory by the Company's  trucking
fleet which  operates out of  Birmingham,  Alabama,  Nashville,  Tennessee,  and
Ocala,  Florida. All of the route salesmen are employees of Golden Flake and use
the direct-store  delivery system. Golden Flake is not dependent upon any single

                                       3
<PAGE>

customer, or a few customers,  the loss of any one or more of which would have a
material  adverse effect on its business.  No single customer  accounts for more
than 10% of its  total  sales.  Golden  Flake has a fleet of 799  company  owned
vehicles to support  the route  sales  system,  including  34  tractors  and 124
trailers  for long haul  delivery  to the  various  company  warehouses  located
throughout its distribution  areas, 574 store delivery  vehicles and 67 cars and
miscellaneous vehicles.

Competition

The snack foods  business  is highly  competitive.  In the area in which  Golden
Flake operates, many companies engage in the production and distribution of food
products  similar to those produced and sold by Golden Flake.  Most, if not all,
of Golden Flake's  products are in direct  competition  with similar products of
several  local and regional  companies  and at least one national  company,  the
Frito Lay Division of Pepsi Co., Inc.,  which are larger in terms of capital and
sales volume than is Golden Flake.  Golden Flake is unable to state its relative
position in the industry.  Golden Flake's  marketing  thrust is aimed at selling
the highest quality  product  possible and giving good service to its customers,
while being  competitive  with its prices.  Golden  Flake  constantly  tests the
quality  of  its  products  for  comparison  with  other  similar   products  of
competitors and maintains tight quality controls over its products.

Employees

Golden Flake employs  approximately  822 employees.  Approximately 448 employees
are  involved in route  sales and sales  supervision,  approximately  260 are in
production and production supervision,  and approximately 114 are management and
administrative personnel.

Golden Flake believes that the  performance and loyalty of its employees are two
of the most important  factors in the growth and  profitability of its business.
Since labor costs  represent a significant  portion of Golden Flake's  expenses,
employee productivity is important to profitability.  Golden Flake considers its
relations with its employees to be excellent.

Golden Flake has a 401(k) Profit  Sharing Plan and an Employee  Stock  Ownership
Plan designed to reward the long term employee for his/her loyalty. In addition,
the employees are provided medical  insurance,  life insurance,  and an accident
and sickness salary  continuance  plan.  Golden Flake believes that its employee
wage rates are competitive  with those of its industry and with prevailing rates
in its area of operations.

Other Matters

The  Company's  Annual Report on Form 10-K,  Quarterly  Reports on Form 10-Q and
Current Reports on Form 8-K, and amendments to these reports,  are available via
the Company's website. The website address is www.goldenflake.com.  All required
reports  are made  available  on the website as soon as  reasonably  practicable
after they are electronically filed with the Securities and Exchange Commission.

Environmental Matters

There have been no material  effects of compliance  with  government  provisions
regulating discharge of materials into the environment.

Significant Event

On May 2, 2008, the Company re-acquired the property located at 2930 Kraft Drive
in Nashville,  TN for $1,715,985.  In  consideration,  the Company cancelled the
remaining notes and interest  receivable of $1,675,454 due from Tennessee Chips,
LLC and paid $40,531 in cash for closing costs.

                                       4
<PAGE>

Recent Developments

The  Company  continues  to make  changes in its  distribution  system to offset
escalating fuel and commodity  costs. The Company is increasing its distribution
through  independent  operators and distributors  and re-aligning  Company owned
routes.

                        Executive Officers Of Registrant
                               And Its Subsidiary

   Name and Age                      Position and Offices with Management
   ------------                      ------------------------------------

John S. Stein, 71        Mr. Stein  is Chairman  of the Board.  He  was  elected
                           Chairman  on  June  1,  1996.   He  served  as  Chief
                           Executive  Officer from 1991 to April 4, 2001, and as
                           President  from 1985 to 1998 and from June 1, 2000 to
                           April 4, 2001.  Mr. Stein also served as President of
                           Golden Flake Snack Foods, Inc. from 1976 to 1991. Mr.
                           Stein  retired as an employee with the Company on May
                           31, 2002. Mr. Stein is elected Chairman annually, and
                           his present term will expire on June 5, 2009.

Mark W. McCutcheon, 53   Mr. McCutcheon is Chief Executive Officer and President
                           of the Company and  President  of Golden  Flake Snack
                           Foods,   Inc.,  a  wholly  owned  subsidiary  of  the
                           Company. He was elected President and Chief Executive
                           Officer of the Company on April 4, 2001 and President
                           of Golden  Flake on  November  1,  1998.  He has been
                           employed by Golden Flake since 1980.  Mr.  McCutcheon
                           is elected Chief  Executive  Officer and President of
                           the Company and  President of Golden Flake  annually,
                           and his present terms will expire on June 5, 2009.

Patty Townsend, 50       Ms. Townsend is Chief Financial Officer, Vice President
                           and  Secretary  of Golden  Enterprises,  Inc. She was
                           elected Chief Financial  Officer,  Vice-President and
                           Secretary  of the  Company on March 1, 2004.  She has
                           been  employed  with  the  Company  since  1988.  Ms.
                           Townsend  is  elected to her  positions  on an annual
                           basis,  and her present term of office will expire on
                           June 5, 2009.

Randy Bates, 54          Mr. Bates  is   Executive,  Vice-President  of   Sales,
                           Marketing and Transportation for Golden Flake. He has
                           held these  positions  since  October 26,  1998.  Mr.
                           Bates was  Vice-President  of Sales  from  October 1,
                           1994 to 1998.  Mr. Bates has been  employed by Golden
                           Flake since March 1979.  Mr.  Bates is elected to his
                           positions on an annual basis, and his present term of
                           office will expire on June 5, 2009.

David Jones, 56          Mr. Jones is  Executive  Vice-President of  Operations,
                           Human Resources and Quality Control for Golden Flake.
                           He has held these  positions  since May 20, 2002. Mr.
                           Jones was  Vice-President of Manufacturing  from 1998
                           to 2002 and Vice-President of Operations from 2000 to
                           2002.  Mr.  Jones has been  employed by Golden  Flake
                           since 1984.  Mr. Jones is elected to his positions on
                           an annual basis,  and his present term of office will
                           expire on June 5, 2009.

                                       5
<PAGE>

                             ITEM 1A. - RISK FACTORS

Important  factors  that could  cause the  Company's  actual  business  results,
performance  or  achievements  to differ  materially  from any  forward  looking
statements  or other  projections  contained  in this  Annual  Form 10-K  Report
include,  but are not limited to the  principal  risk  factors set forth  below.
Additional risks and  uncertainties,  including risks not presently known to the
Company,  or that it currently deems  immaterial,  may also impair the Company's
business  and or  operations.  If the events,  discussed  in these risk  factors
occur, the Company's  business,  financial  condition,  results of operations or
cash flow could be adversely  affected in a material way and the market value of
the Company's common stock could decline.

Competition

Price  competition  and  consolidation  within  the Snack  Food  industry  could
adversely  impact the Company's  performance.  The Company's  business  requires
significant  marketing and sales effort to compete with larger companies.  These
larger  competitors  sell  a  significant  portion  of  their  products  through
discounting  and  other  price  cutting  techniques.  This  intense  competition
increases the  possibility  that the Company  could lose one or more  customers,
lose market share and/or be forced to increase discounts and reduce pricing, any
of which  could  have an adverse  impact on the  Company's  business,  financial
condition, results of operation and/or cash flow.

Commodity and Energy Cost Fluctuations

Significant  commodity price fluctuations for certain  commodities  purchased by
the Company,  particularly potatoes,  could have a material impact on results of
operations.  In an attempt to manage  commodity price risk, the Company,  in the
normal  course of business,  enters into  contracts to purchase  pre-established
quantities of various  types of raw  materials,  at  contracted  prices based on
expected short term needs. The Company can also be adversely impacted by changes
in the cost of natural gas and other fuel costs. Long term increases in the cost
of natural gas and fuel costs could adversely impact the Company's cost of sales
and selling, marketing and delivery expenses.

There are other  risks and  factors  not  described  above that could also cause
actual results to differ  materially from those in any forward looking statement
made by the Company.


                     ITEM 1B. - UNRESOLVED STAFF COMMENTS

Not Applicable.

                                       6
<PAGE>

                              ITEM 2. - PROPERTIES

The  headquarters  of the  Company  are  located  at  One  Golden  Flake  Drive,
Birmingham, Alabama 35205. The properties of the subsidiary are described below.


                                  Golden Flake

Manufacturing Plants and Office Headquarters

The main plant and office headquarters of Golden Flake are located at One Golden
Flake Drive, Birmingham,  Alabama, and are situated on approximately 40 acres of
land which is serviced by a railroad spur track. This facility consists of three
buildings which have a total of approximately 300,000 square feet of floor area.
The plant  manufactures  a full  line of Golden  Flake  products.  Golden  Flake
maintains  a  garage  and  vehicle  maintenance  service  center  from  which it
services,  maintains, repairs and rebuilds its fleet and delivery trucks. Golden
Flake has adequate employee and fleet parking.

Golden Flake also has a manufacturing  plant in Ocala,  Florida.  This plant was
placed in service in November 1984. The plant consists of approximately  100,000
square feet,  with allowance for future  expansion,  and is located on a 28-acre
site on Silver Springs Boulevard.  The Company  manufactures  tortilla chips and
potato chips from this facility.

The manufacturing  plants, office headquarters and additional lands are owned by
Golden Flake free and clear of any debts.

Distribution Warehouses

Golden  Flake  owns  branch  warehouses  in  Birmingham,  Montgomery,  Midfield,
Demopolis,  Fort Payne,  Muscle  Shoals,  Huntsville,  Phenix City,  Tuscaloosa,
Mobile, Dothan and Oxford, Alabama; Gulfport and Jackson, Mississippi; Knoxville
and Memphis,  Tennessee;  Decatur,  Marietta and Macon,  Georgia;  Jacksonville,
Panama City, Tallahassee and Pensacola,  Florida and New Orleans, Louisiana. The
warehouses  vary in size  from  2,400 to 8,000  square  feet.  All  distribution
warehouses are owned free and clear of any debts.

Vehicles

Golden Flake owns a fleet of 799 vehicles  which  includes 574 route trucks,  34
tractors, 124 trailers and 67 cars and miscellaneous vehicles. Golden Flake also
owns a 1987 Cessna  Citation II aircraft.  There are no liens or encumbrances on
Golden Flake's vehicle fleet or aircraft.


                           ITEM 3. - LEGAL PROCEEDINGS

There are no  material  pending  legal  proceedings  against  the Company or its
subsidiary other than ordinary routine litigation  incidental to the business of
the Company and its subsidiary.

                                       7
<PAGE>

                       ITEM 4. - SUBMISSION OF MATTERS TO
                           A VOTE OF SECURITY HOLDERS

Not Applicable.


                                     PART II

                ITEM 5. - MARKET FOR REGISTRANT'S COMMON EQUITY,
                     RELATED STOCKHOLDER MATTERS AND ISSUER
                         PURCHASES OF EQUITY SECURITIES

Golden Enterprises, Inc. and Subsidiary

Market and Dividend Information

The Company's  common stock is traded in the  over-the-counter  market under the
"NASDAQ"  symbol,  GLDC,  and  transactions  are  reported  through the National
Association of Securities  Dealers Automated  Quotation (NASDAQ) National Market
System. The following tabulation sets forth the high and low sale prices for the
common stock during each quarter of the fiscal years ended May 30, 2008 and June
1, 2007 and the amount of dividends paid per share in each quarter.  The Company
currently  expects that  comparable  regular cash  dividends will be paid in the
future.

<TABLE>
<CAPTION>
                                                                   Market Price
                                                           High        Low      Dividend
    Quarter                                               Price       Price       Paid
    Year Ended 2008                                                             Per share
  ---------------------------------------------------   ---------   ---------   ---------
    <S>                                                   <C>         <C>        <C>
    First quarter (13 weeks ended August 31, 2007)        $3.25       $2.83      $.0313
    Second quarter (13 weeks ended November 30, 2007)      3.49        2.65       .0313
    Third quarter (13 weeks ended February 29, 2008)       3.23        2.45       .0313
    Fourth quarter (13 weeks ended May 30, 2008)           2.95        2.21       .0313



                                                           High        Low      Dividend
    Quarter                                               Price       Price       Paid
    Year Ended 2007                                                             Per share
  ---------------------------------------------------   ---------   ---------   ---------
    First quarter (13 weeks ended September 1, 2006)      $3.25       $2.61      $.0313
    Second quarter (13 weeks ended December 1, 2006)       3.65        2.95       .0313
    Third quarter (13 weeks ended March 2, 2007)           3.25        2.77       .0313
    Fourth quarter (13 weeks ended June 1, 2007)           3.21        2.81       .0313
</TABLE>


As of August 1, 2008, there were approximately 1,130 shareholders of record.


Shareholder Return Performance Graph

The following  graph  illustrates,  for the period  commencing May 31, 2003, and
ending  May 30,  2008,  the yearly  percentage  change in the  cumulative  total
shareholder return on the Company's common stock as compared with the cumulative
total returns of other  companies  included within the NASDAQ Stock Market (U.S.
Companies) Index and the Company's Peer Group.

The Company has  selected a Peer Group  consisting  of the four  publicly-traded
companies  named  below  which  are in the  snack  food  industry.  Most  of the
Company's  direct  competitors  and  peers  are   privately-held   companies  or
subsidiaries  or  divisions  of  larger  publicly-held  companies  so  that  the
available members of the Peer Group are limited.

                                       8
<PAGE>



                    [PLEASE SEE ATTACHED PDF FOR GRAPH]




This graph assumes that $100 was invested in the  Company's  common stock on May
31, 2003,  in the NASDAQ Stock  Market  (U.S.  Companies)  Index and in the Peer
Group, which consisted of Lance, Inc., J & J Snack Foods Corp., Tasty Baking Co.
and Ralcorp Holdings, Inc. and that dividends were re-invested.

Securities Authorized For Issuance Under Equity Compensation Plans

The following table provides Equity  Compensation  Plan information  under which
equity securities of the Registrant are authorized for issuance:

                                       9
<PAGE>

<TABLE>
<CAPTION>
   EQUITY COMPENSATION PLAN INFORMATION
--------------------------------------------------------------------------------------------------------
                                                                                  Number of securities
 Plan category                    Number of securities    Weighted-average        remaining available
                                  to be issued upon       exercise price of       for future issuance
                                  exercise of out-        outstanding options,    under equity compensation
                                  standing options,       warrants and rights     plans (excluding
                                  warrants and rights                             securities reflected
                                                                                  in column (a))
                                  (a)                     (b)                     (c)

--------------------------------------------------------------------------------------------------------
 <S>                                   <C>                      <C>                     <C>
 Equity compensation plans             369,000                  $3.776                  130,000
 approved by security holders
--------------------------------------------------------------------------------------------------------
 Equity compensation plans                0                        0                       0
 not approved by security
 holders
--------------------------------------------------------------------------------------------------------
 Total                                 369,000                  $3.776                  130,000
--------------------------------------------------------------------------------------------------------
</TABLE>


Issuer Purchases Of Equity Securities

The Company  purchased  46,423 shares of its common stock during the fiscal year
ended May 30, 2008.


                        ITEM 6. - SELECTED FINANCIAL DATA

Not required due to Smaller Reporting Company status.

                                       10
<PAGE>

           ITEM 7. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

Management's Discussion and Analysis of
Financial Condition and Results of Operations

The following  discussion  provides an  assessment  of the  Company's  financial
condition, results of operations,  liquidity and capital resources and should be
read in conjunction with the accompanying  consolidated financial statements and
notes.

Overview

The Company  manufactures  and  distributes a full line of snack items,  such as
potato chips,  tortilla  chips,  corn chips,  fried pork skins,  baked and fried
cheese  curls,  onion  rings and puff corn.  The  products  are all  packaged in
flexible bags or other suitable wrapping material. The Company also sells a line
of cakes and  cookie  items,  canned  dips,  pretzels,  popcorn,  peanut  butter
crackers,  cheese  crackers,  dried meat  products  and nuts  packaged  by other
manufacturers using the Golden Flake label.

No single  product or product line  accounts for more than 50% of the  Company's
sales,  which  affords  some  protection  against  loss of volume  due to a crop
failure of major agricultural raw materials. Raw materials used in manufacturing
and  processing  the  Company's  snack food  products are  purchased on the open
market and under  contract  through  brokers and directly from growers.  A large
part of the raw materials used by the Company consists of farm commodities which
are  subject to  precipitous  changes in supply and price.  Weather  varies from
season to season and  directly  affects  both the quality and quantity of supply
available.  The  Company  has no control  of the  agricultural  aspects  and its
profits are affected accordingly.

The  Company  sells  its  products  through  its  own  sales   organization  and
independent  distributors to commercial  establishments  that sell food products
primarily in the  Southeastern  United States.  The products are  distributed by
route representatives and independent distributors who are supplied with selling
inventory by the Company's trucking fleet. All of the route  representatives are
employees of the Company and use the Company's direct-store delivery system.

Critical Accounting Policies And Estimates

The Company's  discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated  financial statements,  the
preparation of which in conformity with accounting principles generally accepted
in the United  States of  America  requires  management  to make  estimates  and
assumptions  that  in  certain  circumstances  affect  amounts  reported  in the
consolidated  financial  statements.  In preparing these  financial  statements,
management has made its best estimates and judgments of certain amounts included
in the financial  statements,  giving due  considerations  to  materiality.  The
Company does not believe there is a great  likelihood that materially  different
amounts  would  be  reported  under  different  conditions  or  using  different
assumptions  related  to  the  accounting  policies  described  below.  However,
application of these accounting  policies  involves the exercise of judgment and
use of assumptions as to future  uncertainties and, as a result,  actual results
could differ materially from these estimates.

                                       11
<PAGE>

Revenue Recognition

The  Company  recognizes  sales and related  costs upon  delivery or shipment of
products  to its  customers.  Sales are  reduced by returns  and  allowances  to
customers.

Accounts Receivable

The Company  records  accounts  receivable  at the time  revenue is  recognized.
Amounts for bad debt expense are recorded in selling, general and administrative
expenses  on the  Consolidated  Statements  of  Operations.  The  amount  of the
allowance  for  doubtful  accounts  is based  on  management's  estimate  of the
accounts receivable amount that is uncollectible.  The Company records a general
reserve based on analysis of historical  data. In addition,  the Company records
specific reserves for receivable  balances that are considered  high-risk due to
known facts  regarding  the  customer.  The  allowance for bad debts is reviewed
quarterly, and it is determined whether the amount should be changed. Failure of
a major customer to pay the Company amounts owed could have a material impact on
the financial  statements of the Company.  At May 30, 2008 and June 1, 2007, the
Company had accounts receivables in the amount of $7.9 million and $8.5 million,
net of an  allowance  for doubtful  accounts of $0.1  million and $0.1  million,
respectively.  The  Company  purchased  credit  insurance  during the year which
reduced  the  allowance  for  doubtful  accounts  to  $70,000.   Without  credit
insurance,  the allowance for doubtful accounts would have been $88,835 compared
to $112,915 last year.

The following  table  summarizes  the  Company's  customer  accounts  receivable
profile as of May 30, 2008:


                    Amount Range                  No. of Customers
                    ------------                  ----------------


       Less than $1,000.00                                   1,118
       $1,001 .00-$10,000.00                                   558
       $10,001 .00-$100,000.00                                 113
       $100,001 .00-$500,000.00                                  8
       $500,001 .00-$1 ,000,000.00                               1
       $1,000,001 .00-$2,500,000.00                              0
                                                                 -
       Total All Accounts                                    1,798
                                                             =====


Inventories

Inventories  are stated at the lower of cost or market.  Cost is computed on the
first-in, first out method.

Accrued  Expenses

Management  estimates  certain expenses in an effort to record those expenses in
the  period   incurred.   The   Company's   significant   estimates   relate  to
insurance-related  expenses.  The Company is self-insured  for certain  casualty
losses   relating  to  automobile   liability,   general   liability,   workers'
compensation, property losses and medical claims. The Company also has stop loss
coverage to limit the exposure arising from these claims.  Automobile liability,
general liability, workers' compensation,  and property losses costs are covered
by letters of credit with the company's claim administrators.

The Company  uses a  third-party  actuary to  estimate  the  casualty  insurance
obligations  on an annual basis.  In  determining  the ultimate loss and reserve
requirements,  the  third-party  uses various  actuarial  assumptions  including
compensation trends, health care cost trends and discount rates. The third-party

                                       12
<PAGE>

actuary also uses historical  information  for claims  frequency and severity in
order to establish loss development factors.

The actuarial  calculation  includes a margin of error to account for changes in
inflation; health care costs, compensation and litigation cost trends as well as
estimated  future incurred  claims.  The Company utilized a 75% confidence level
for estimating the ultimate outstanding casualty liability. Approximately 75% of
each claim should be equal to or less than the ultimate liability recorded based
on the historical trends experienced by the Company.  If the Company chose a 50%
factor,  the liability would have been reduced by approximate  $0.3 million.  If
the  Company  chose  a  90%  factor,  the  liability  would  have  increased  by
approximately $0.3 million.

The Company used a 5% investment rate to discount the estimated  claims based on
the  historical  payout  pattern  during 2008 and 2007. A one  percentage  point
change in the discount rate would have  impacted the liability by  approximately
$49,800.

Actual  ultimate  losses  could vary from  those  estimated  by the  third-party
actuary.  The Company believes the reserves established are reasonable estimates
of the ultimate liability based on historical trends.

As of May 30, 2008, the Company's  casualty reserve was $1.9 million and at June
1, 2007 the casualty reserve was $1.9 million.

Employee  medical  insurance  accruals  are  recorded  based on  medical  claims
processed as well as historical  medical claims  experienced for claims incurred
but not yet reported.  Differences in estimates and assumptions  could result in
an accrual requirement materially different from the calculated accrual.

Other Matters

Transactions  with  related  parties,  included  in  Note  12 of  the  Notes  to
Consolidated Financial Statements, are conducted on an arm's-length basis in the
ordinary course of business.

Liquidity And Capital Resources

Working  capital  was $3.9 and $4.3  million  at May 30,  2008 and June 1, 2007,
respectively.  Net cash provided by operations amounted to $3.4 and $4.6 million
in fiscal years May 30, 2008 and June 1, 2007,  respectively.  During 2008,  the
principal  source of liquidity  for the Company's  operating  needs was provided
from operating activities, credit facilities and cash on hand.

Additions to property, plant and equipment are expected to be about $1.8 million
in 2009.

Cash dividends of $1.5 million were paid in 2008 and 2007, respectively.

Cash was used to purchase  46,423 shares of treasury stock in fiscal 2008 and no
cash was used to purchase treasury shares in 2007.

During  fiscal 2008,  the  Company's  debt proceeds net of re-paid debt was $0.6
million.

Other Commitments

The Company had letters of credit in the amount of $2.3 million  outstanding  at
May 30, 2008 to support the Company's commercial self-insurance program.

The  Company  has a  line-of-credit  agreement  with a local  bank that  permits
borrowing  up to $2  million.  The  line-of-credit  is subject to the  Company's
continued credit  worthiness and compliance with the terms and conditions of the
advance application.  The Company's line of credit debt at May 30, 2008 was $1.5
million with an interest rate of 7.75%.

                                       13
<PAGE>

The  Company's  current  ratio was 1.35 to 1.00 and 1.37 to 1.00 at May 30, 2008
and June 1, 2007, respectively.

Available  cash,  cash from  operations  and available  credit under the line of
credit are expected to be sufficient to meet anticipated  cash  expenditures and
normal operating requirements for the foreseeable future.

Operating Results

Net sales increased by 2.3% in fiscal year 2008 and 4.0% in fiscal year 2007.

Cost of sales as a percentage of net sales  amounted to 5 1.8% and 52.3% in 2008
and 2007, respectively.

Selling, general and administrative expenses were 46.8% of net sales in 2008 and
46.5% of net sales in 2007.

The  Company's  effective  tax  rates for 2008 and 2007  were  40.5% and  39.8%,
respectively.   Note  7  to  the  Consolidated   Financial  Statements  provides
additional information about the provision for income taxes.

The following  tables compare  manufactured  products to resale products for the
fiscal years ended May 30, 2008 and June 1, 2007:


                                Manufactured Products-Resale Products
                                     2008                     2007
                           ----------------------   ----------------------
Sales                                         %                        %
Manufactured Products      $  91,864,474    81.0%   $  88,827,471    80.1%
Resale Products               21,515,358    19.0%      21,999,454    19.9%
                           -------------    -----   -------------    -----
Total                      $ 113,379,832   100.0%   $ 110,826,925   100.0%

Gross Margin                                  %                        %
Manufactured Products      $  47,571,929    51.8%   $  45,757,596    51.5%
Resale Products                7,042,636    32.7%       7,091,931    32.2%
                           -------------    -----   -------------    -----
Total                      $  54,614,565    48.2%   $  52,849,527    47.7%


Market Risk

The principal  market risks (i.e. the risk of loss arising from adverse  changes
in market rates and prices) to which the Company is exposed are  interest  rates
on its  cash  equivalents  and bank  loans,  fuel  costs  and  commodity  prices
affecting the cost of its raw materials.

The Company is subject to market risk with  respect to  commodities  because its
ability to recover  increased costs through higher pricing may be limited by the
competitive  environment  in which it operates.  The Company  purchases  its raw
materials on the open market,  under contract  through brokers and directly from
growers.  Futures  contracts  have been used  occasionally  to hedge  immaterial
amounts of commodity purchases, but none are presently being used.

                                       14
<PAGE>

Inflation

Certain costs and expenses of the Company are affected by inflation.  While, the
Company's  prices for its  products  over the past several  years have  remained
relatively  flat, the Company has been able to increase prices during the fiscal
year.  The Company  will contend  with the effect of further  inflation  through
efficient purchasing, improved manufacturing methods, pricing, and by monitoring
and controlling expenses.

Higher fuel and commodity costs continue to be a challenge.

Environmental Matters

There have been no material  effects of compliance  with  government  provisions
regulating discharge of materials into the environment.

Forward-Looking Statements

This report contains certain  forward-looking  statements  within the meaning of
the Private  Securities  Litigation  Reform Act of 1995.  Actual  results  could
differ materially from those forward-looking statements.  Factors that may cause
actual  results  to  differ  materially  include  price  competition,   industry
consolidation,  raw material costs,  fuel costs and  effectiveness  of sales and
marketing activities,  as described in the Company's filings with Securities and
Exchange  Commission.  You are  cautioned  not to place undue  reliance on these
forward-looking statements which speak only as of the date which they are made.

Recent Developments

The Company,  in compliance with Section 404 of the  Sarbanes-Oxley  Act of 2002
has completed the management  assessment of its internal  controls.  See Item 9A
for further details.

Recently Issued Accounting Pronouncements

See Note 1 to the  consolidated  financial  statements  included in Item 8 for a
summary of recently issued accounting pronouncements.


     ITEM 7 A. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable as Company is a Smaller Reporting Company.


              ITEM 8. - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated  financial  statements of the registrant and its subsidiary for
the year ended May 30, 2008, consisting of the following, are contained herein:


Consolidated Balance Sheets                - As of May 30, 2008 and June 1, 2007
Consolidated Statements of Operations      - Fiscal years ended 2008 and 2007
Consolidated Statements of Changes in
 Stockholders' Equity                      - Fiscal years ended 2008 and 2007
Consolidated Statements of Cash Flows      - Fiscal years ended 2008 and 2007
Notes to Consolidated Financial Statements - Fiscal years ended 2008 and 2007
Quarterly Results of Operations            - Fiscal years ended 2008 and 2007


                                       15
<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




To the Stockholders and Board
of Directors of Golden
Enterprises, Inc.


We  have  audited  the  accompanying   consolidated  balance  sheets  of  Golden
Enterprises,  Inc. and  subsidiary as of May 30, 2008 and June 1, 2007,  and the
related consolidated  statements of operations,  changes in stockholders' equity
and cash flows for the years then ended.  Our audits also included the financial
statement  schedule  listed  at  Item  15(a)  Schedule  II.  These  consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall consolidated  financial statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated financial position of Golden
Enterprises,  Inc. and  subsidiary as of May 30, 2008 and June 1, 2007,  and the
consolidated results of their operations and their cash flows for the years then
ended in conformity with accounting  principles generally accepted in the United
States of America. Also, in our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole,  presents  fairly in all  material  respects  the  information  set forth
therein.

We were not engaged to examine management's assertion about the effectiveness of
Golden  Enterprises,  Inc. and  subsidiary's  internal  control  over  financial
reporting as of May 30, 2008  included in the  Company's  Item 9A "Controls  and
Procedures"  in the  Annual  Report  on Form 10-K  and,  accordingly,  we do not
express an opinion thereon.



                                     DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP

Birmingham, Alabama
July 30, 2008

                                       16
<PAGE>




                      This page is intentionally left blank




                                       17
<PAGE>


<TABLE>
<CAPTION>
                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                       As of May 30, 2008 and June 1, 2007


                                     ASSETS

                                                           2008             2007
                                                           ----             ----

    CURRENT ASSETS
       <S>                                           <C>              <C>
       Cash and cash equivalents                     $      442,756   $      706,852

       Receivables:
           Trade accounts                                 8,009,482        8,559,984
           Other                                              1,065           11,358
                                                     --------------   --------------
                                                          8,010,547        8,571,342
           Less: Allowance for doubtful accounts             70,000          112,915
                                                     --------------   --------------
                                                          7,940,547        8,458,427
           Notes receivable, current                              -           58,126
                                                     --------------   --------------
                                                          7,940,547        8,516,553
                                                     --------------   --------------

       Inventories:
           Raw materials                                  1,467,400        1,340,389
           Finished goods                                 2,870,698        3,035,285
                                                     --------------   --------------

                                                          4,338,098        4,375,674
                                                     --------------   --------------

       Prepaid expenses                                   1,642,959        1,622,900
       Deferred income taxes                                649,420          583,179
                                                     --------------   --------------
               Total current assets                      15,013,780       15,805,158
                                                     --------------   --------------


    PROPERTY, PLANT AND EQUIPMENT
       Land                                               3,048,284        2,962,283
       Buildings                                         18,452,583       16,641,960
       Machinery and equipment                           39,246,446       37,563,985
       Transportation equipment                          12,566,732       15,112,873
                                                     --------------   --------------
                                                         73,314,045       72,281,101
           Less: Accumulated depreciation                58,684,709       59,324,468
                                                     --------------   --------------

                                                         14,629,336       12,956,633
                                                     --------------   --------------

    OTHER ASSETS
       Notes receivable, long-term                                -        1,658,630
       Cash surrender value of life insurance             1,805,982        2,253,412
       Other                                                786,947          651,595
                                                     --------------   --------------

           Total other assets                             2,592,929        4,563,637
                                                     --------------   --------------

           TOTAL                                     $   32,236,045   $   33,325,428
                                                     ==============   ==============
</TABLE>


See Accompanying Notes to Consolidated Financial Statements

                                       18
<PAGE>


<TABLE>
<CAPTION>
                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                           2008             2007
                                                           ----             ----


 CURRENT LIABILITIES
    <S>                                              <C>              <C>
    Checks outstanding in excess of bank balances    $      817,370   $    1,385,663
    Accounts payable                                      3,567,939        3,760,499
    Accrued income taxes                                    160,619          318,198
    Current portion of long-term debt                             -          270,625
    Line of credit outstanding                            1,484,368          622,950
    Other accrued expenses                                4,989,684        5,060,758
    Salary continuation plan                                131,993          121,877
                                                     --------------   --------------

       Total current liabilities                         11,151,973       11,540,570
                                                     --------------   --------------

 LONG-TERM LIABILITIES
    Salary continuation plan                              1,499,421        1,582,437
    Deferred income taxes                                   620,077          752,298
                                                     --------------   --------------

       Total long-term liabilities                        2,119,498        2,334,735
                                                     --------------   --------------


 STOCKHOLDERS' EQUITY
    Common stock - $.66 2/3 par value:
    Authorized 35,000,000 shares;
      issued 13,828,793 shares                            9,219,195        9,219,195
    Additional paid-in capital                            6,497,954        6,497,954
    Retained earnings                                    14,060,942       14,410,568
    Treasury shares - at cost (2,039,886 shares
      in 2008 and 1,993,463 in 2007)                    (10,813,517)     (10,677,594)
                                                     --------------   --------------


    Total stockholders' equity                           18,964,574       19,450,123
                                                     --------------   --------------




       TOTAL                                         $   32,236,045   $   33,325,428
                                                     ==============   ==============
</TABLE>

                                       19
<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            For the Fiscal Years Ended May 30, 2008 and June 1, 2007






                                                  2008             2007
                                                  ----             ----

Net sales                                   $  113,379,832   $  110,826,925
Cost of sales                                   58,765,267       57,977,398
                                            --------------   --------------
Gross margin                                    54,614,565       52,849,527

Selling, general and administrative
  expenses                                      53,056,631       51,481,437
                                            --------------   --------------

Operating income                                 1,557,934        1,368,090
                                            --------------   --------------

Other income (expenses):
Gain on sale of assets                             133,654          488,174
Interest expense                                  (223,683)        (273,209)
Other income                                       426,895          432,084
                                            --------------   --------------

  Total other income (expenses)                    336,866          647,049
                                            --------------   --------------

  Income before income tax                       1,894,800        2,015,139
                                            --------------   --------------

  Provision for income taxes                       767,232          801,905
                                            --------------   --------------

  Net income                                $    1,127,568   $    1,213,234
                                            ==============   ==============

PER SHARE OF COMMON STOCK
 Basic earnings                             $         0.10   $         0.10
 Diluted earnings                           $         0.10   $         0.10



See Accompanying Notes to Consolidated Financial Statements

                                       20
<PAGE>


<TABLE>
<CAPTION>
                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
            For the Fiscal Years Ended May 30, 2008 and June 1, 2007






                                                  Additional                                       Total
                                    Common         Paid-in        Retained        Treasury      Stockholders'
                                    Stock          Capital        Earnings         Shares         Equity
                                    -----          -------        --------         ------         ------

   <S>                         <C>             <C>             <C>             <C>             <C>
   Balance - June 3, 2006      $   9,219,195   $   6,497,954   $  14,676,759   $ (10,677,594)  $  19,716,314

Net income - 2007                          -               -       1,213,234               -       1,213,234
Cash dividends paid                        -               -      (1,479,425)              -      (1,479,425)
                               -------------   -------------   -------------   -------------   -------------

   Balance - June 1, 2007          9,219,195       6,497,954      14,410,568     (10,677,594)     19,450,123

Net income - 2008                          -               -       1,127,568               -       1,127,568
Cash dividends paid                        -               -      (1,477,194)              -      (1,477,194)
Treasury shares purchased                                                           (135,923)       (135,923)
                               -------------   -------------   -------------   -------------   -------------

   Balance - May 30, 2008      $   9,219,195   $   6,497,954   $  14,060,942   $ (10,813,517)  $  18,964,574
                               =============   =============   =============   =============   =============
</TABLE>

See Accompanying Notes to Consolidated Financial Statements

                                       21
<PAGE>


<TABLE>
<CAPTION>
                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
            For the Fiscal Years Ended May 30, 2008 and June 1, 2007


                                                           2008             2007
                                                           ----             ----
CASH FLOWS FROM OPERATING ACTIVITIES
   <S>                                               <C>              <C>
   Cash received from customers                      $  113,897,712   $  110,731,854
   Interest income                                          134,799          144,687
   Rental income                                             39,411           31,974
   Other operating cash payments/receipts                   252,685          255,423
   Cash paid to suppliers and employees for
     cost of goods sold                                 (57,303,625)     (54,923,539)
   Cash paid for suppliers and employees for
     selling, general and administrative                (52,238,187)     (50,336,873)
   Income taxes                                          (1,123,273)      (1,007,958)
   Interest expense                                        (223,683)        (273,209)
                                                     --------------   --------------

         Net cash provided by operating activities        3,435,839        4,622,359

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property, plant and equipment             (2,303,219)      (1,731,230)
   Proceeds from sale of property,  plant and
     equipment                                              140,795          577,355
   Collection of notes receivable                            53,107           53,672
                                                     --------------   --------------

         Net cash used in investing activities           (2,109,317)      (1,100,203)

CASH FLOWS FROM FINANCING ACTIVITIES
   Debt proceeds                                         21,356,450       23,163,475
   Debt repayments                                      (20,765,658)     (23,587,618)
   Decrease in checks outstanding in excess of
     bank balances                                         (568,293)      (1,233,363)
   Purchases of treasury shares                            (135,923)               -
   Cash dividends paid                                   (1,477,194)      (1,479,425)
                                                     --------------   --------------

         Net cash used in financing activities           (1,590,618)      (3,136,931)

NET (DECREASE) INCREASE IN CASH AND
  CASH EQUIVALENTS                                         (264,096)         385,225

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF YEAR                                         706,852          321,627
                                                     --------------   --------------
CASH AND CASH EQUIVALENTS AT
  END OF YEAR                                        $      442,756   $      706,852
                                                     ==============   ==============
</TABLE>

See Accompanying Notes to Consolidated Financial Statements

                                       22
<PAGE>


<TABLE>
<CAPTION>
                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
            For the Fiscal Years Ended May 30, 2008 and June 1, 2007


RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES:



                                                           2008             2007
                                                           ----             ----


   <S>                                               <C>              <C>
   Net income                                        $    1,127,568   $    1,213,234
   Adjustment to reconcile net income (loss) to
     net cash provided by operating activities:
         Depreciation                                     2,287,025        2,268,468
         Deferred income taxes                             (198,462)         (14,933)
         Gain on sale of property and equipment            (133,654)        (488,174)
     Change in receivables - net                            517,880          (95,071)
     Change in inventories                                   37,576          (99,603)
     Change in prepaid expenses                             (20,059)         (14,441)
     Change in cash surrender value of insurance            447,430          178,214
     Change in other assets                                (135,352)          51,892
     Change in accounts payable                            (192,560)       1,550,473
     Change in accrued expenses                             (71,074)         333,005
     Change in salary continuation plan                     (72,900)         (69,585)
     Change in accrued income taxes                        (157,579)        (191,120)
                                                     --------------   --------------

         Net cash provided by operating activities   $    3,435,839   $    4,622,359
                                                     ==============   ==============
     Non-cash portion of property plant and
       equipment transactions                        $    1,675,454   $            -
                                                     ==============   ==============
         (Notes and interest receivable from
          Tennessee Chips
         As part of Nashville plant re-purchase
          (See Note 2))
</TABLE>

See Accompanying Notes to Consolidated Financial Statements

                                       23
<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            For the Fiscal Years Ended May 30, 2008 and June 1, 2007


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

The accounting and reporting policies of Golden Enterprises, Inc. and subsidiary
("Company")  conform to accounting  principles  generally accepted in the United
States of America and to general practices within the snack foods industry.  The
following is a description of the more significant accounting policies:

Nature of the Business
----------------------
The Company  manufactures  and  distributes  a full line of snack items that are
sold  through  its  own  sales  organization  and  independent  distributors  to
commercial  establishments that sell food products primarily in the Southeastern
United States.

Consolidation
-------------
The   consolidated   financial   statements   include  the  accounts  of  Golden
Enterprises,  Inc. and its  wholly-owned  subsidiary,  Golden Flake Snack Foods,
Inc., (the "Company").  All significant inter-company  transactions and balances
have been eliminated.

Revenue Recognition
-------------------
The  Company  recognizes  sales and related  costs upon  delivery or shipment of
products  to its  customers.  Sales are  reduced by returns  and  allowances  to
customers.

Accounts Receivable
-------------------
The Company  records  accounts  receivable  at the time  revenue is  recognized.
Amounts for bad debt expense are recorded in selling, general and administrative
expenses on the  consolidated  statements of income.  The  determination  of the
allowance  for  doubtful   accounts  is  based  on   management's   estimate  of
uncollectible accounts receivables.  The Company records a general reserve based
on analysis  of  historical  data.  In  addition,  management  records  specific
reserves for receivable balances that are considered at higher risk due to known
facts regarding the customer.

Fiscal Year
-----------
The Company  ends its fiscal year on the Friday  closest to the last day in May.
The years ended May 30, 2008 and June 1, 2007 included 52 weeks.

Fair Value of Financial Instruments
-----------------------------------
The carrying amounts of cash and cash equivalents, receivables, accounts payable
and short-term debt approximate fair value.

Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments purchased with a maturity of
three months or less to be cash equivalents.

Inventories
-----------
Inventories  are stated at the lower of cost or market.  Cost is computed on the
first-in, first-out method.

Property, Plant and Equipment
-----------------------------
Property,  plant and  equipment  are  stated at cost.  For  financial  reporting
purposes,  depreciation and amortization  have been provided  principally on the
straight-line  method over the estimated useful lives of the respective  assets.
Accelerated methods are used for tax purposes.

                                       24
<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
            For the Fiscal Years Ended May 30, 2008 and June 1, 2007


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
---------------------------------------------------------------

Expenditures  for maintenance and repairs are charged to operations as incurred;
expenditures  for renewals and  betterments  are  capitalized and written off by
depreciation and amortization charges.  Property retired or sold is removed from
the asset and related accumulated  depreciation  accounts and any profit or loss
resulting therefrom is reflected in the statements of operations.

Self-Insurance
--------------
The Company is self-insured  for certain  casualty losses relating to automobile
liability, general liability, workers' compensation, property losses and medical
claims.  The Company also has stop loss  coverage to limit the exposure  arising
from  these  claims.   Automobile   liability,   general   liability,   workers'
compensation,  and  property  losses costs are covered by letters of credit with
the company's claim administrators.

The Company  uses a  third-party  actuary to  estimate  the  casualty  insurance
obligations  on an annual basis.  In  determining  the ultimate loss and reserve
requirements,  the  third-party  uses various  actuarial  assumptions  including
compensation trends, health care cost trends and discount rates. The third-party
actuary also uses historical  information  for claims  frequency and severity in
order to establish loss development factors. The actuarial  calculation includes
a margin of error to  account  for  changes in  inflation,  health  care  costs,
compensation  and litigation  cost trends as well as estimated  future  incurred
claims.

Advertising
-----------
The Company expenses advertising costs as incurred.  These costs are included in
selling,  general and administrative  expenses in the Consolidated  Statement of
Operations.  Advertising  expense  amounted to $5.4 million and $6.0 million for
the fiscal years 2008 and 2007, respectively.

Income Taxes
------------
Deferred  income taxes are provided  using the  liability  method to measure tax
consequences  resulting from differences between financial  accounting standards
and applicable  income tax laws.  Deferred tax assets are reduced by a valuation
allowance  when, in the opinion of  management,  it is more likely than not that
some portion or all of the  deferred  tax assets will not be realized.  Deferred
tax assets and  liabilities  are adjusted for the effects of changes in tax laws
and rates on the date of enactment.

Segment Information
-------------------
The  Company  does not  identify  separate  operating  segments  for  management
reporting purposes.  The results of operations are the basis on which management
evaluates  operations  and makes  business  decisions.  The Company's  sales are
generated primarily within the Southeastern United States.

Stock Options
-------------
The Company has granted stock options to  management in previous  years,  though
none were granted  during  fiscal years ended May 30, 2008 or June 1, 2007.  See
Note 9 for further discussion of our stock option awards.

                                       25
<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
             For the Fiscal Year Ended May 30, 2008 and June 1, 2007


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
---------------------------------------------------------------

Shipping and Handling Costs
---------------------------
Shipping and  handling  costs,  which  include  salaries and vehicle  operations
expenses  relating to the  delivery of products to  customers by the Company are
classified as Selling, General and Administrative (SG&A) expenses.  Shipping and
handling costs  classified as SG&A amounted to $3.4 million and $3.3 million for
the fiscal years 2008 and 2007, respectively.

Use of Estimates
----------------
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements
-----------------------------------------
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." SFAS
No. 157 defines fair value,  establishes a framework for measuring fair value in
generally accepted  accounting  principles,  and expands  disclosures about fair
value  measurements.  SFAS No. 157 is effective for financial  statements issued
for fiscal years beginning after November 15, 2007. The adoption of SFAS No. 157
is not expected to have a material impact on our financial condition, results of
operations or cash flows.

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial  Assets and  Financial  Liabilities:  Including  an  amendment of FASB
Statement  No.  115." SFAS No. 159 permits  entities to measure  many  financial
instruments  and certain  other  items at fair value with  changes in fair value
reported  in  earnings.  The FASB  issued  SFAS  No.  159 to  mitigate  earnings
volatility  that arises  when  financial  assets and  liabilities  are  measured
differently,  and to expand  the use of fair  value  measurement  for  financial
instruments.  SFAS No. 159 is effective  for our fiscal year  beginning  May 31,
2008. The adoption of SFAS No. 159 is not expected to have a material  impact on
our financial condition, results of operations or cash flows.

                                       26
<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
            For the Fiscal Years Ended May 30, 2008 and June 1, 2007


NOTE 2 - NOTES RECEIVABLE
-------------------------

Notes receivable as of May 30, 2008 and June 1, 2007 consist of the following:

                                                            2008         2007
                                                            ----         ----
8% note, due in 120 monthly installments of $3,640
 through November 1, 2010, collateralized by property  $         -  $   132,955
8% note, due in 360 monthly installments of $12,474
 through November 1, 2030, collateralized by property            -    1,583,801
                                                       -----------  -----------
                                                                 -    1,716,756
Less current portion                                             -       58,126
                                                       -----------  -----------
                                                       $         -  $ 1,658,630
                                                       ===========  ===========


During the year, the Company received cash payments totaling $53,107.  On May 2,
2008,  the  Company  re-acquired,  the  property  located at 2930 Kraft Drive in
Nashville,  TN for  $1,715,985.  In  consideration,  the Company  cancelled  the
remaining  notes and interest  receivable of $1,675,454 and paid $40,531 in cash
for closing costs.

NOTE 3 - PREPAID EXPENSES
-------------------------

At May 30, 2008 and June 1, 2007, prepaid expenses consist of the following:

                                                            2008         2007
                                                            ----         ----

Prepaid slotting fees                                  $   202,391  $   220,437
Other prepaid expenses                                   1,440,568    1,402,463
                                                       -----------  -----------

                                                       $ 1,642,959  $ 1,622,900
                                                       ===========  ===========


NOTE 4 - OTHER ACCRUED EXPENSES
-------------------------------

At May 30,  2008  and  June 1,  2007,  other  accrued  expenses  consist  of the
following:

                                                            2008         2007
                                                            ----         ----
Accrued payroll                                        $   462,581  $   457,398
Self insurance liability                                 1,877,100    1,865,200
Accrued vacation                                         1,414,678    1,230,385
Other accrued expenses                                   1,235,325    1,507,775
                                                       -----------  -----------

                                                       $ 4,989,684  $ 5,060,758
                                                       ===========  ===========


                                       27
<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
            For the Fiscal Years Ended May 30, 2008 and June 1, 2007


NOTE 5 - LINE OF CREDIT
-----------------------

The  Company  has a line of credit  agreement  with a local bank  which  permits
borrowing  up to $2  million.  The balance on the line of credit at May 30, 2008
was $1.5 million a rate of 7.75%. The line of credit is subject to the Company's
continued credit  worthiness and compliance with the terms and conditions of the
advance application.

NOTE 6 - LONG-TERM LIABILITIES
------------------------------

At May 30, 2008 and June 1, 2007, long-term debt consists of the following:


Note payable - bank - payable in equal monthly              2008         2007
installments of $65,108 including interest at the           ----         ----
LIBOR index rate plus 1.75% (7.07% at June 1, 2007)
through November 30, 2007, secured by equipment        $         -  $   270,625
 Less: current portion                                           -      270,625
                                                       -----------  -----------
                                                       $         -  $         -
                                                       ===========  ===========


Other  long-term  obligations  at May 30,  2008 and June 1, 2007  consist of the
following:

                                                            2008         2007
                                                            ----         ----
Salary continuation plan                               $ 1,631,414  $ 1,704,314
Less: current portion                                     (131,993)    (121,877)
                                                       -----------  -----------
                                                       $ 1,499,421  $ 1,582,437
                                                       ===========  ===========


The Company is accruing the present  values of the estimated  future  retirement
payments  over the  period  from the date of the  agreements  to the  retirement
dates, for certain key executives.  The Company recognized  compensation expense
of approximately $48,976 and $42,951 for fiscal 2008 and 2007, respectively.

                                       28
<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
            For the Fiscal Years Ended May 30, 2008 and June 1, 2007


NOTE 7 - INCOME TAXES
---------------------

At May 30, 2008 and June 1, 2007 the provision for income taxes  consists of the
following:

                                                            2008         2007
                                                            ----         ----
Current:
 Federal                                               $   858,851  $   727,167
 State                                                     106,843       89,671
                                                       -----------  -----------

                                                           965,694      816,838


Deferred:
 Federal                                                  (176,597)     (13,288)
 State                                                     (21,865)      (1,645)
                                                       -----------  -----------

                                                          (198,462)     (14,933)
                                                       -----------  -----------

Total                                                  $   767,232  $   801,905
                                                       ===========  ===========


The effective tax rate for continuing  operations  differs from the expected tax
using statutory rates. A reconciliation  between the expected tax and actual tax
follows:


                                                            2008         2007
                                                            ----         ----

Tax on income at statutory rates                       $   644,232  $   685,147
(Decrease) increase resulting from:
 State income taxes, less Federal income tax effect         70,516       59,183
 Tax exempt interest                                        (2,533)      (1,818)
 Change in valuation allowance                            (137,710)     (49,249)
 Other - net                                               192,727      108,642
                                                       -----------  -----------

  Total                                                $   767,232  $   801,905
                                                       ===========  ===========

                                       29
<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
            For the Fiscal Years Ended May 30, 2008 and June 1, 2007


NOTE 7 - INCOME TAXES- CONTINUED
--------------------------------

The tax effects of temporary  differences that result in deferred tax assets and
liabilities are as follows:
                                                            2008         2007
                                                            ----         ----

Deferred tax assets
 Salary continuation plan                              $   598,239  $   624,972
 Accrued vacation                                          518,762      451,182
 Contribution carry forward                                285,826      346,179
 Inventory capitalization                                   30,971       25,167
 Allowance for doubtful accounts                            25,669       41,406
 Other accrued expenses                                    148,235      146,258
                                                       -----------  -----------

  Gross deferred tax assets before valuation allowance   1,607,702    1,635,164
  Less valuation allowance                                 (81,640)    (219,350)
                                                       -----------  -----------

Total deferred tax assets                                1,526,062    1,415,814
                                                       -----------  -----------


Deferred tax liabilities
 Property and equipment                                  1,422,502    1,504,099
 Prepaid expenses                                           74,217       80,834
                                                       -----------  -----------
Total deferred tax liabilities                           1,496,719    1,584,933
                                                       -----------  -----------

  Net deferred tax liability                           $    29,343  $  (169,119)
                                                       ===========  ===========


NOTE 8 - EMPLOYEE BENEFIT PLANS
-------------------------------

The Company has trusteed "Qualified  Profit-Sharing Plans" that were amended and
restated  effective  June 1, 1996 to add a 401 (k) salary  reduction  provision.
Under this  provision,  employees  can  contribute  up to fifty percent of their
compensation to the plan on a pretax basis subject to regulatory limits; and the
Company,   at  its  discretion,   can  match  up  to  4%  of  the  participants'
compensation.  The annual contributions to the plans are determined by the Board
of Directors. Total plan contributions for the years ended May 30, 2008 and June
1, 2007 were $131,319 and $121,583, respectively.

The Company  has an  Employee  Stock  Ownership  Plan that covers all  full-time
employees.  The annual  contributions to the plan are amounts  determined by the
Board of  Directors  of the Company.  Annual  contributions  are made in cash or
common stock of the Company.  Contributions to the Employee Stock Ownership Plan
for the years ended May 30, 2008 and June 1, 2007 were $0 and $0,  respectively.
Each  participant's  account is credited with an  allocation of shares  acquired
with the Company's annual  contributions,  dividends  received on Employee Stock
Ownership  Plan shares and  forfeitures of terminated  participants'  non-vested
accounts.

                                       30
<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
             For the Fiscal Years Ended May 30 2008 and June 1, 2007


NOTE 8 - EMPLOYEE BENEFIT PLANS - CONTINUED
-------------------------------------------

The  Company has a salary  continuation  plan with  certain of its key  officers
whereby  monthly  benefits will be paid for a period of fifteen years  following
retirement. The Company is accruing the present value of all retirement benefits
until the key officers  reach normal  retirement age at which time the principal
portion of the retirement benefits paid are applied to the liability  previously
accrued.  The change in the  liability  for the Salary  Continuation  Plan is as
follows:

                                                            2008         2007
                                                            ----         ----

Accrued salary continuation plan - beginning of year   $ 1,704,314  $ 1,773,899

Benefits accrued                                            48,977       42,951

Benefits paid                                             (121,877)    (112,536)
                                                       -----------  -----------
Accrued salary continuation plan - end of year         $ 1,631,414  $ 1,704,314
                                                       ===========  ===========


NOTE 9 - LONG-TERM INCENTIVE PLANS
----------------------------------

The Company has a  long-term  incentive  plan  currently  in effect  under which
future  stock  option  grants  may be  issued.  This  Plan  (the  1996  Plan) is
administered by the Stock Option Committee of the Board of Directors,  which has
sole discretion, subject to the terms of the Plan, to determine those employees,
including executive officers, eligible to receive awards and the amount and type
of such awards.  The Stock Option  Committee also has the authority to interpret
the Plan,  formulate the terms and  conditions of award  agreements and make all
other  determinations  required  in  the  administration  thereof.  All  options
outstanding at the end of 2008 and 2007 are exercisable.

The 1996 Plan  provides for the granting of Incentive  Stock  Options as defined
under the Internal  Revenue  Code.  Under the Plan,  grants of  incentive  stock
options  may be  made  to  selected  officers  and  employees,  with a term  not
exceeding  ten years  from the issue  date and at a price not less than the fair
market value of the Company's stock at the date of grant.

                                       31
<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
            For the Fiscal Years Ended May 30, 2008 and June 1, 2007


NOTE 9 - LONG-TERM INCENTIVE PLANS - CONTINUED
----------------------------------------------

Five  hundred  thousand  shares of the  Company's  stock have been  reserved for
issuance under this Plan. The following is a summary of transactions:

                                           2008                  2007
                                           ----                  ----
                                              Weighted              Weighted
                                              Average               Average
                                              Exercise              Exercise
                                    Shares     Price      Shares     Price

Outstanding - beginning of year    369,000   $   3.78    369,000   $   3.78
 Granted                                 -          -          -          -
 Exercised                               -          -          -          -
 Forfeited                               -          -          -          -
 Cancelled                               -          -          -          -
                                 ---------  ---------  ---------  ---------

Outstanding - end of year          369,000   $   3.78    369,000   $   3.78
                                 =========  =========  =========  =========


The  Company  adopted  SFAS  123R as of  June 3,  2006.  SFAS  123R  establishes
standards for accounting of transactions in which an entity exchanges its equity
instruments  for  goods or  services,  such as when an entity  obtains  employee
services in share-based payment  transactions.  The revised statement requires a
public entity to measure the cost of employee  services received in exchange for
an award of equity  instruments based on the grant-date fair value of the award.
The cost is to be  recognized  over the  period  during  which the  employee  is
required  to provide  service in exchange  for the award.  Changes in fair value
during the required  service  period are to be recognized as  compensation  cost
over the period.  In addition,  SFAS 123R amends SFAS No. 95, "Statement of Cash
Flows," to require that excess tax benefits be reported as a financing cash flow
rather than as a reduction of taxes paid.  When the Company  adopted SFAS 1 23R,
they  elected  the  modified  prospective  application  method and prior  period
amounts have not been restated. As of June 3, 2006, all outstanding options were
fully  vested.  Additionally,  no options were  granted  during the fiscal years
ended May 30, 2008 or June 1, 2007.

Prior to the  effective  date of SFAS  123R,  the  Company  followed  Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and
related interpretation for stock options granted to employees and directors. The
Company adopted the disclosure-only  provisions of SFAS No. 123, "Accounting for
Stock-Based   Compensation,"  as  amended  by  SFAS  No.  148,  "Accounting  for
Stock-Based  Compensation-Transition  and Disclosure." The proforma  disclosures
previously  permitted  under SFAS 123 are no longer an  alternative to financial
statement  recognition.  The  Company  continues  to account  for any portion of
previously granted awards using the accounting  principle  originally applied to
those awards, APB Opinion No. 25, Accounting for Stock Issued to Employees.

                                       32
<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
            For the Fiscal Years Ended May 30, 2008 and June 1, 2007


NOTE 10 - NET INCOME PER SHARE
------------------------------

Basic earnings per common share are computed by dividing  earnings  available to
stockholders by the weighted average number of common shares  outstanding during
the period.  Diluted  earnings per share  reflects per share  amounts that would
have resulted if dilutive  potential common stock equivalents had been converted
to common stock,  as prescribed by Statement of Financial  Accounting  Standards
No. 128,  "Earnings per Share". At May 30, 2008 and June 1, 2007, options on all
369,000  shares were not  included in the  computation  of diluted  earnings per
share because the options'  exercise  price was greater than the average  market
price of the common shares and, therefore, the effect would be antidilutive. The
following  reconciles the information used to compute basic and diluted earnings
per share:

                                                  Average Common Stock Shares
                                                  ---------------------------


                                                       2008          2007
                                                       ----          ----

Basic weighted average shares outstanding           11,815,621    11,835,330
Effect of options                                            -             -
                                                   -----------   -----------
                                                    11,815,621    11,835,330
                                                   ===========   ===========


NOTE 11 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
---------------------------------------------------------------

The Statement of Financial Accounting Standards No. 107, "Disclosures About Fair
Value of Financial  Instruments"  requires  disclosure of fair value information
about  financial  instruments,  whether  or not  recognized  on the  face of the
balance  sheet,  for which it is  practical  to estimate  that  value.  SFAS 107
defines fair value as the quoted  market prices for those  instruments  that are
actively  traded in financial  markets.  In cases where quoted market prices are
not available,  fair values are estimated using present value or other valuation
techniques. The fair value estimates are made at a specific point in time, based
on available market  information and judgments about the financial  instruments,
such as  estimates  of timing and amount of expected  future  cash  flows.  Such
estimates do not reflect any premium or discount that could result from offering
for sale at one time the  Company's  entire  holdings of a particular  financial
instrument, nor do they consider the tax impact of the realization of unrealized
gains or losses. In many cases, the fair value estimates cannot be substantiated
by comparison to independent markets, nor can the disclosed value be realized in
immediate settlement of the instrument.

The  carrying  amounts  for cash and cash  equivalents  approximate  fair  value
because  of the short  maturity,  generally  less than  three  months,  of these
instruments.

The fair value of notes  receivable  is estimated by using a discount  rate that
approximates the current rate for comparable  notes. At May 30, 2008 and June 1,
2007 the aggregate fair value was  approximately $0 and $2.0 million compared to
a carrying amount of $0 million and $1.7 million, respectively.

                                       33
<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
            For the Fiscal Years Ended May 30, 2008 and June 1, 2007


NOTE 11 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS -CONTINUED
--------------------------------------------------------------------------

The  carrying  value of the  Company's  salary  continuation  plan  and  accrued
liability approximates fair value because present value is used in accruing this
liability.

The Company does not hold or issue financial  instruments  for trading  purposes
and has no involvement with forward currency exchange contracts.


NOTE 12 - COMMITMENTS AND CONTINGENCIES
---------------------------------------

Rental expense was $0.8 million in 2008 and $0.4 million in 2007.

The Company has entered into various operating lease agreements to replace aging
route vans.  The current  annual  obligation  under this  agreement is $896,857.
Future minimum lease  commitments  for operating  leases at May 30, 2008 were as
follows:


                         2009   $  896,857
                         2010      896,857
                         2011      896,857
                         2012      827,823
                         2013      435,909


The Company  leases its airplane to a director who is also chairman of the board
of directors of SYB, Inc., a major  shareholder of the Company for approximately
$20,000 per month.  The lease  provides for her personal use of the airplane for
up to 100  flight  hours per year and is for a term of one year  with  automatic
annual renewals unless terminated by either party.

The Company had letters of credit in the amount of $2.3 million  outstanding  at
May 30, 2008  compared to $2.7 million at June 1, 2007, to support the Company's
commercial self-insurance program. The Company pays a commitment fee of 0.50% to
maintain the letters of credit.

The Company has entered into various other short term purchase  commitments with
suppliers for raw materials in the normal course of business.

The  Company  is  subject to routine  litigation  and claims  incidental  to its
business.  In the opinion of  management,  such  routine  litigation  and claims
should  not have a  material  adverse  effect  upon the  Company's  consolidated
financial statements taken as a whole.

                                       34
<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
            For the Fiscal Years Ended May 30, 2008 and June 1, 2007


NOTE 13 - CONCENTRATIONS OF CREDIT RISK
---------------------------------------

The Company's financial instruments that are exposed to concentrations of credit
risk consist primarily of cash equivalents and trade receivables.

The Company maintains deposit  relationships  with high credit quality financial
institutions.  The Company's trade  receivables  result primarily from its snack
food operations and reflect a broad customer base, primarily large grocery store
chains located in the Southeastern United States. The Company routinely assesses
the financial  strength of its customers.  As a consequence,  concentrations  of
credit risk are limited.

The  Company  purchased  credit  insurance  during  the year which  reduced  the
allowance  for  doubtful  accounts to $70,000.  Without  credit  insurance,  the
allowance  for doubtful  accounts  would have been $88,835  compared to $112,915
last year.


NOTE 14 - SUPPLEMENTARY STATEMENT OF OPERATIONS INFORMATION
-----------------------------------------------------------

The following  tabulation  gives certain  supplementary  statement of operations
information for continuing  operations for the years ended May 30, 2008 and June
1, 2007:

                                                            2008         2007
                                                            ----         ----

Maintenance and repairs                                $ 6,334,758  $ 6,394,349
Depreciation                                             2,287,025    2,268,468
Payroll taxes                                            2,364,913    2,312,079


Amounts  for other  taxes,  rents and  research  and  development  costs are not
presented because each of such amounts is less than 1% of total revenues.


NOTE 15 - SIGNIFICANT EVENT
---------------------------

On May 2, 2008, the Company re-acquired the property located at 2930 Kraft Drive
in Nashville,  TN for $1,715,985.  In  consideration,  the Company cancelled the
remaining  notes and interest  receivable of $1,675,454 and paid $40,531 in cash
for closing costs.


             ITEM 9. - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not Applicable.

                                       35
<PAGE>

                       ITEM 9A. - CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our company's management,  with the participation of our chief executive officer
and chief  financial  officer,  evaluated the  effectiveness  of our  disclosure
controls and  procedures as of May 30, 2008. The term  "disclosure  controls and
procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act,
means  controls  and other  procedures  of a company that are designed to ensure
that  information  required to be  disclosed by a company in the reports that it
files or submits under the Exchange Act is recorded,  processed,  summarized and
reported,  within the time  periods  specified  in the  Securities  and Exchange
Commission's  rules and  forms.  Disclosure  controls  and  procedures  include,
without limitation,  controls and procedures designed to ensure that information
required to be  disclosed  by a company in the reports  that it files or submits
under  the  Exchange  Act is  accumulated  and  communicated  to  the  company's
management,  including its principal executive and principal financial officers,
as  appropriate  to  allow  timely  decisions  regarding  required   disclosure.
Management  recognizes  that any  controls  and  procedures,  no matter how well
designed and operated,  can provide only reasonable assurance of achieving their
objectives  and  management  necessarily  applies its judgment in evaluating the
cost-benefit  relationship  of possible  controls and  procedures.  Based on the
evaluation of our  disclosure  controls and  procedures as of May 30, 2008,  our
chief executive  officer and chief financial  officer concluded that, as of such
date,  our disclosure  controls and procedures  were effective at the reasonable
assurance level.

Internal Control Over Financial Reporting

Management's Annual Report on Internal Control Over Financial Reporting

The management of the company is responsible  for  establishing  and maintaining
adequate  internal  control over financial  reporting for the company.  Internal
control over  financial  reporting  is defined in Rule  13a-15(f) or 1 5d- 15(f)
promulgated under the Securities  Exchange Act of 1934 as a process designed by,
or under the  supervision  of, the company's  principal  executive and principal
financial officers and effected by the company's board of directors,  management
and other personnel,  to provide reasonable  assurance regarding the reliability
of financial reporting and the preparation of financial  statements for external
purposes  in  accordance  with  generally  accepted  accounting  principals  and
includes those policies and procedures that:

   o   Pertain  to  the  maintenance  of  records  that  in  reasonable   detail
accurately and fairly reflect the transactions and dispositions of the assets of
the company;

   o   Provide reasonable assurance that transactions are recorded as  necessary
to permit  preparation  of financial  statements  in accordance  with  generally
accepted  accounting  principles,  and that  receipts  and  expenditures  of the
company are being made only in accordance with  authorizations of management and
directors of the company; and

   o   Provide reasonable assurance regarding prevention or  timely detection of
unauthorized acquisition,  use or disposition of the company's assets that could
have a material effect on the financial statements.


Because of its inherent  limitations,  internal control over financial reporting
may not  prevent  or detect  misstatements.  Projections  of any  evaluation  of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

                                       36
<PAGE>

The company's  management  assessed the effectiveness of the company's  internal
control over financial  reporting as of May 30, 2008. In making this assessment,
the  company's  management  used the  criteria  set  forth by the  Committee  of
Sponsoring  Organizations  of the  Treadway  Commission  (COSO) in its  Internal
Control-Integrated Framework.

Based on our  assessment,  management  concluded  that, as of May 30, 2008,  the
company's internal control over financial  reporting is effective based on those
criteria set forth.

The annual  report  does not  include  an  attestation  report of the  company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission  that permit the company to provide  only  management's
report in this annual report.

Changes in Internal Control Over Financial Reporting

No change in our internal controls over financial  reporting occurred during the
fiscal quarter ended May 30, 2008 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.


                          ITEM 9B. - OTHER INFORMATION

Not Applicable.


                                    PART III

      ITEM 10. - DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

With the exception of  information as follows and as set forth under the caption
Executive  Officers of the Registrant and Its Subsidiary which appears in Part I
of this  Form  10-K  on  Page  5,  the  information  required  by  this  item is
incorporated  by  reference  to the sections of the  Company's  Proxy  Statement
entitled "Election of Directors,"  "Additional  Information Concerning the Board
of Directors,"  "Executive  Compensation and Other Information,"  "Section 16(a)
Beneficial  Ownership  Reporting  Compliance",  "Code of Conduct and Ethics" and
"Corporate  Governance"  for the 2008 Annual Meeting of  Stockholders to be held
September 25, 2008.

Section 16A Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act, as amended,  requires the Company's  officers
and  directors  and persons who own more than 10% of the  Company's  outstanding
Common  Stock to file  reports of  ownership  with the  Securities  and Exchange
Commission  ("SEC").  There  were  no  directors,  officers  or  more  than  10%
stockholders  of the  Company who failed to timely file a Form 4 or 5 except for
Edward R. Pascoe, who filed a Form 4 reporting a transaction  involving the sale
of 9,000 common shares, two days late on July 11, 2008.


                        ITEM 11. - EXECUTIVE COMPENSATION

The  information  required  by this item is  incorporated  by  reference  to the
sections  entitled  "Executive   Compensation  and  Other  Information"  of  the
Company's Proxy Statement for the 2008 Annual Meeting of Stockholders to be held
September  25,  2008.  See  Item 5 of  this  Annual  Report  on  Form  10-K  for
information concerning the Company's equity compensation plans.

                                       37
<PAGE>

  ITEM 12. - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
                           RELATED STOCKHOLDER MATTERS

The  information  required  by this item is  incorporated  by  reference  to the
sections  entitled   "Security   Ownership  of  Certain  Beneficial  Owners  and
Management" and "Section 16(a) Beneficial  Ownership  Reporting  Compliance," of
the Company's  Proxy Statement for the 2008 Annual Meeting of Stockholders to be
held September 25, 2008.


     ITEM 13. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
                                  INDEPENDENCE

The  information  required  by this item is  incorporated  by  reference  to the
section  entitled  "Certain  Transactions"  and "Director  Independence"  of the
Company's Proxy Statement for the 2008 Annual Meeting of Stockholders to be held
September 25, 2008.


                ITEM 14. - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The  information  required  by this item is  incorporated  by  reference  to the
section entitled "Independent  Accountants" of the Company's Proxy Statement for
the 2008 Annual Meeting of Stockholders to be held September 25, 2008.

Prior to September 30, 2008, the Company will file a definitive  Proxy Statement
with the  Securities  and Exchange  Commission  pursuant to Regulation 14A which
involves the election of directors.


                                     PART IV

                   ITEM 15.- EXHIBITS AND FINANCIAL STATEMENT
                                    SCHEDULES

  (a) 1. LIST OF FINANCIAL STATEMENTS

The following consolidated financial statements of Golden Enterprises, Inc., and
subsidiary required to be included in Item 8 are listed below:

Consolidated Balance Sheets - May 30, 2008 and June 1, 2007

Consolidated Statements of Operations- Years ended May 30, 2008 and June 1, 2007

Consolidated  Statements of Changes in Stockholders' Equity- Years ended May 30,
2008 and June 1, 2007

Consolidated Statements of Cash Flows- Years ended May 30, 2008 and June 1, 2007

Notes to Consolidated Financial Statements

  (a) 2. LIST OF FINANCIAL STATEMENT SCHEDULES

The following  consolidated financial statements schedule is included in Item 15
(c):

Schedule II- Valuation and Qualifying Accounts

                                       38
<PAGE>

All other schedules are omitted because the information  required therein is not
applicable,  or the  information is given in the financial  statements and notes
thereto.

  (a) 3. Exhibits

(3)      Articles of Incorporation and By-laws of Golden Enterprises, Inc.

3.1      Certificate of Incorporation of Golden  Enterprises,  Inc.  (originally
         known as "Golden Flake, Inc.") dated December 11, 1967 (incorporated by
         reference to Exhibit 3.1 to Golden Enterprises,  Inc. May 31, 2004 Form
         10-K filed with the Commission).

3.2      Certificate  of Amendment of  Certificate  of  Incorporation  of Golden
         Enterprises, Inc. dated December 22, 1976 (incorporated by reference to
         Exhibit 3.2 to Golden  Enterprises,  Inc.  May 31, 2004 Form 10-K filed
         with the Commission).

3.3      Certificate  of Amendment of  Certificate  of  Incorporation  of Golden
         Enterprises,  Inc. dated October 2, 1978  (incorporated by reference to
         Exhibit 3 to Golden Enterprises, Inc. May 31, 1979 Form 10-K filed with
         the Commission).

3.4      Certificate  of Amendment of  Certificate  of  Incorporation  of Golden
         Enterprises,  Inc. dated October 4, 1979  (incorporated by reference to
         Exhibit 3 to Golden Enterprises, Inc. May 31, 1980 Form 10-K filed with
         the Commission).

3.5      Certificate  of Amendment of  Certificate  of  Incorporation  of Golden
         Enterprises,  Inc. dated September 24, 1982  (incorporated by reference
         to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1983 Form 10-K filed
         with the Commission).

3.6      Certificate  of Amendment of  Certificate  of  Incorporation  of Golden
         Enterprises,  Inc. dated September 22, 1983  (incorporated by reference
         to Exhibit 19.1 to Golden  Enterprises,  Inc.  Form 10-Q Report for the
         quarter ended November 30, 1983 filed with the Commission).

3.7      Certificate  of Amendment of  Certificate  of  Incorporation  of Golden
         Enterprises,  Inc. dated October 3, 1985  (incorporated by reference to
         Exhibit  19.1 to Golden  Enterprises,  Inc.  Form 10-Q  Report  for the
         quarter ended November 30, 1985 filed with the Commission).

3.8      Certificate  of Amendment of  Certificate  of  Incorporation  of Golden
         Enterprises,  Inc. dated September 23, 1987  (incorporated by reference
         to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1988 Form 10-K filed
         with the Commission).

3.9      By-Laws of Golden  Enterprises,  Inc.  (incorporated  by  reference  to
         Exhibit 3.4 to Golden  Enterprises,  Inc.  May 31, 1988 Form 10-K filed
         with the Commission).

(10)     Material Contracts.

10.1     A  Form  of  Indemnity   Agreement   executed  by  and  between  Golden
         Enterprises,  Inc. and Each of Its Directors (incorporated by reference
         as Exhibit 19.1 to Golden  Enterprises,  Inc.  Form 10-Q Report for the
         quarter ended November 30, 1987 filed with the Commission).

10.2     Amended  and  Restated  Salary  Continuation  Plans  for John S.  Stein
         (incorporated by reference to Exhibit 19.1 to Golden Enterprises,  Inc.
         May 31, 1990 Form 10-K filed with the Commission).

                                       39
<PAGE>

10.3     Indemnity  Agreement executed by and between the Company and J. Wallace
         Nall,  Jr.  (incorporated  by  reference  as  Exhibit  19.4  to  Golden
         Enterprises, Inc. May 31, 1991 Form 10-K filed with the Commission).

10.4     Salary  Continuation Plans - Retirement,  Disability and Death Benefits
         for F. Wayne Pate  (incorporated by reference to Exhibit 19.1 to Golden
         Enterprises, Inc. May 31, 1992 Form 10-K filed with the Commission).

10.5     Indemnity Agreement executed by and between the Registrant and F. Wayne
         Pate (incorporated by reference as Exhibit 19.3 to Golden  Enterprises,
         Inc. May 31, 1992 Form 10-K filed with the Commission).

10.6     Golden Enterprises, Inc. 1996 Long-Term Incentive Plan (incorporated by
         reference as Exhibit 10.1 to Golden Enterprises, Inc. May 31, 1997 Form
         10-K filed with the Commission).

10.7     Equipment Purchase and Sale Agreement dated October 2000 whereby Golden
         Flake  Snack  Foods,   Inc.,  a   wholly-owned   subsidiary  of  Golden
         Enterprises,  Inc.,  sold  the  Nashville,  Tennessee  Plant  Equipment
         (incorporated by reference as Exhibit 10.1 to Golden Enterprises,  Inc.
         May 31, 2001 Form 10-K filed with the Commission).

10.8     Real Property  Contract of Sale dated October 2000 whereby Golden Flake
         Snack Foods,  Inc. sold the  Nashville,  Tennessee  Plant Real Property
         (incorporated by reference as Exhibit 10.2 to Golden Enterprises,  Inc.
         May 31, 2001 Form 10-K filed with the Commission).

10.9     Amendment to Salary Continuation  Plans,  Retirement and Disability for
         F. Wayne Pate dated April 9, 2002 (incorporated by reference to Exhibit
         10.2 to Golden Enterprises,  Inc. May 31, 2002 Form 10-K filed with the
         Commission).

10.10    Amendment to Salary Continuation  Plans,  Retirement and Disability for
         John S. Stein dated April 9, 2002 (incorporated by reference to Exhibit
         10.3 to Golden Enterprises,  Inc. May 31, 2002 Form 10-K filed with the
         Commission).

10.11    Amendment to Salary Continuation Plan, Death Benefits for John S. Stein
         dated  April 9, 2002  (incorporated  by  reference  to Exhibit  10.4 to
         Golden  Enterprises,  Inc.  May 31,  2002  Form  10-K  filed  with  the
         Commission).

10.12    Retirement  and  Consulting  Agreement for John S. Stein dated April 9,
         2002 (incorporated by reference to Exhibit 10.5 to Golden  Enterprises,
         Inc. May 31, 2002 Form 10-K filed with the Commission).

10.13    Salary  Continuation  Plan for Mark W.  McCutcheon  dated May 15,  2002
         (incorporated by reference to Exhibit 10.6 to Golden Enterprises,  Inc.
         May 31, 2002 Form 10-K filed with the Commission).

10.14    Trust Under Salary  Continuation  Plan for Mark W. McCutcheon dated May
         15,  2002   (incorporated  by  reference  to  Exhibit  10.7  to  Golden
         Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).

10.15    Lease of aircraft  executed by and between  Golden  Flake Snack  Foods,
         Inc., a wholly-owned subsidiary of Golden Enterprises,  Inc., and Joann
         F.  Bashinsky  dated  February 1, 2006  (incorporated  by  reference to
         Exhibit 10.15 to Golden Enterprises,  Inc. June 2, 2006 Form 10-K filed
         with the Commission).

                                       40
<PAGE>

10.16    Real  Property  Purchase and Sale  Agreement  dated May 2, 2008 whereby
         Golden Flake Snack Foods,  Inc., a  wholly-owned  subsidiary  of Golden
         Enterprises,  Inc.  re-acquired  certain  real  property in  Nashville,
         Tennessee.

(14)     Code of Ethics

14.1     Golden  Enterprises,  Inc.'s Code of Conduct and Ethics  adopted by the
         Board of  Directors  on April 8, 2004  (incorporated  by  reference  to
         Exhibit 14.1 to Golden  Enterprises,  Inc. May 31, 2004 Form 10-K filed
         with the Commission).

(18)     Letter Re: Change in Accounting Principles

18.1     Letter from the  Registrant's  Independent  Accountant dated August 12,
         2005 indicating a change in the method of applying accounting practices
         followed  by the  Registrant  for the  fiscal  year  ended June 3, 2005
         (incorporated  by  reference  to  Exhibit  18.1 to Golden  Enterprises,
         Inc.'s June 3, 2005 Form 10-K filed with the Commission)

21       Subsidiaries of the Registrant (incorporated by reference to Exhibit 21
         to Golden  Enterprises,  Inc.  May 31,  2004 Form 10-K  filed  with the
         Commission)

(31)     Certifications

31.1     Certification of Chief Executive Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

31.2     Certification of Chief Financial Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

32.1     Certification of Chief Executive Officer pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002.

32.2     Certification of Chief Financial Officer pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002.



(99)   Additional Exhibits

99.1   A copy of excerpts of the Last Will and Testament and Codicils thereto of
       Sloan Y.  Bashinsky,  Sr. and of the SYB Common  Stock  Trust  created by
       Sloan Y. Bashinsky,  Sr. providing for the creation of a Voting Committee
       to vote the shares of common stock of Golden  Enterprises,  Inc.  held by
       SYB, Inc. and the  Estate/Testamentary  Trust of Sloan Y. Bashinsky,  Sr.
       (incorporated by reference to Exhibit 99.1 to Golden Enterprises,  Inc.'s
       June 3, 2005 Form 10-K filed with the Commission).

                                       41
<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

GOLDEN ENTERPRISES, INC.

By /s/Patty Townsend                                        August 22, 2008
---------------------                                       ---------------
Patty Townsend                                                    Date
Vice President, Secretary and Principal Financial
Officer


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated:

      Signature                            Title                  Date
      ---------                            -----                  ----


/s/John S. Stein                      Chairman of Board        August 22, 2008
---------------------------------
John S. Stein


/s/Mark W. McCutcheon                 Chief Executive          August 22, 2008
---------------------------------     Officer, President
Mark W. McCutcheon                    and Director


/s/Patty Townsend                     Vice President,          August 22, 2008
---------------------------------     Secretary and
Patty Townsend                        Principal Financial
                                      Officer


/s/F. Wayne Pate                      Director                 August 22, 2008
---------------------------------
F. Wayne Pate


/s/Edward R. Pascoe                   Director                 August 22, 2008
---------------------------------
Edward R. Pascoe


/s/John P. McKleroy, Jr.              Director                 August 22, 2008
---------------------------------
John P. McKleroy, Jr.


/s/James I. Rotenstreich              Director                 August 22, 2008
---------------------------------
James I. Rotenstreich


/s/John S.P. Samford                  Director                 August 22, 2008
---------------------------------
John S.P. Samford


/s/J. Wallace Nall, Jr.               Director                 August 22, 2008
---------------------------------
J. Wallace Nall, Jr.


/s/Joann F. Bashinsky                 Director                 August 22, 2008
---------------------------------
Joann F. Bashinsky

                                       42
<PAGE>


                                   SCHEDULE II


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

                        VALUATION AND QUALIFYING ACCOUNTS

            For the Fiscal Years Ended May 30, 2008 and June 1, 2007

<TABLE>
<CAPTION>
                                                    Additions
                                      Balance at    Charged to                   Balance
                                      Beginning     Costs and                    at End
Allowance for Doubtful Accounts        of Year       Expenses     Deductions     of Year
----------------------------------   ===========   ===========   ===========   ===========

<S>                                   <C>            <C>           <C>           <C>
Year ended June 1, 2007               $133,422       $ 41,823      $ 62,330      $112,915
                                     ===========   ===========   ===========   ===========

Year ended May 30, 2008               $112,915       $  ---        $ 42,915      $ 70,000
                                     ===========   ===========   ===========   ===========
</TABLE>

                                       43
<PAGE>


                                INDEX TO EXHIBITS
                                -----------------




3.1      Certificate of Incorporation of Golden  Enterprises,  Inc.  (originally
         known as "Golden Flake, Inc.") dated December 11, 1967 (incorporated by
         reference to Exhibit 3.1 to Golden Enterprises,  Inc. May 31, 2004 Form
         10-K filed with the Commission).

3.2      Certificate  of Amendment of  Certificate  of  Incorporation  of Golden
         Enterprises, Inc. dated December 22, 1976 (incorporated by reference to
         Exhibit 3.2 to Golden  Enterprises,  Inc.  May 31, 2004 Form 10-K filed
         with the Commission).

3.3      Certificate  of Amendment of  Certificate  of  Incorporation  of Golden
         Enterprises,  Inc. dated October 2, 1978  (incorporated by reference to
         Exhibit 3 to Golden Enterprises, Inc. May 31, 1979 Form 10-K filed with
         the Commission).

3.4      Certificate  of Amendment of  Certificate  of  Incorporation  of Golden
         Enterprises,  Inc. dated October 4, 1979  (incorporated by reference to
         Exhibit 3 to Golden Enterprises, Inc. May 31, 1980 Form 10-K filed with
         the Commission).

3.5      Certificate  of Amendment of  Certificate  of  Incorporation  of Golden
         Enterprises,  Inc. dated September 24, 1982  (incorporated by reference
         to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1983 Form 10-K filed
         with the Commission).

3.6      Certificate  of Amendment of  Certificate  of  Incorporation  of Golden
         Enterprises,  Inc. dated September 22, 1983  (incorporated by reference
         to Exhibit 19.1 to Golden  Enterprises,  Inc.  Form 10-Q Report for the
         quarter ended November 30, 1983 filed with the Commission).

3.7      Certificate  of Amendment of  Certificate  of  Incorporation  of Golden
         Enterprises,  Inc. dated October 3, 1985  (incorporated by reference to
         Exhibit  19.1 to Golden  Enterprises,  Inc.  Form 10-Q  Report  for the
         quarter ended November 30, 1985 filed with the Commission).

3.8      Certificate  of Amendment of  Certificate  of  Incorporation  of Golden
         Enterprises,  Inc. dated September 23, 1987  (incorporated by reference
         to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1988 Form 10-K filed
         with the Commission).

3.9      By-Laws of Golden  Enterprises,  Inc.  (incorporated  by  reference  to
         Exhibit 3.4 to Golden  Enterprises,  Inc.  May 31, 1988 Form 10-K filed
         with the Commission).

10.1     A  Form  of  Indemnity   Agreement   executed  by  and  between  Golden
         Enterprises,  Inc. and Each of Its Directors (incorporated by reference
         as Exhibit 19.1 to Golden  Enterprises,  Inc.  Form 10-Q Report for the
         quarter ended November 30, 1987 filed with the Commission).

10.2     Amended  and  Restated  Salary  Continuation  Plans  for John S.  Stein
         (incorporated by reference to Exhibit 19.1 to Golden Enterprises,  Inc.
         May 31, 1990 Form 10-K filed with the Commission).

                                       44
<PAGE>

10.3     Indemnity  Agreement executed by and between the Company and J. Wallace
         Nall,  Jr.  (incorporated  by  reference  as  Exhibit  19.4  to  Golden
         Enterprises, Inc. May 31, 1991 Form 10-K filed with the Commission).

10.4     Salary  Continuation Plans - Retirement,  Disability and Death Benefits
         for F. Wayne Pate  (incorporated by reference to Exhibit 19.1 to Golden
         Enterprises, Inc. May 31, 1992 Form 10-K filed with the Commission).

10.5     Indemnity Agreement executed by and between the Registrant and F. Wayne
         Pate (incorporated by reference as Exhibit 19.3 to Golden  Enterprises,
         Inc. May 31, 1992 Form 10-K filed with the Commission).

10.6     Golden Enterprises, Inc. 1996 Long-Term Incentive Plan (incorporated by
         reference as Exhibit 10.1 to Golden Enterprises, Inc. May 31, 1997 Form
         10-K filed with the Commission).

10.7     Equipment Purchase and Sale Agreement dated October 2000 whereby Golden
         Flake  Snack  Foods,   Inc.,  a   wholly-owned   subsidiary  of  Golden
         Enterprises,  Inc.,  sold  the  Nashville,  Tennessee  Plant  Equipment
         (incorporated by reference as Exhibit 10.1 to Golden Enterprises,  Inc.
         May 31, 2001 Form 10-K filed with the Commission).

10.8     Real Property  Contract of Sale dated October 2000 whereby Golden Flake
         Snack Foods,  Inc. sold the  Nashville,  Tennessee  Plant Real Property
         (incorporated by reference as Exhibit 10.2 to Golden Enterprises,  Inc.
         May 31, 2001 Form 10-K filed with the Commission).

10.9     Amendment to Salary Continuation  Plans,  Retirement and Disability for
         F. Wayne Pate dated April 9, 2002 (incorporated by reference to Exhibit
         10.2 to Golden Enterprises,  Inc. May 31, 2002 Form 10-K filed with the
         Commission).

10.10    Amendment to Salary Continuation  Plans,  Retirement and Disability for
         John S. Stein dated April 9, 2002 (incorporated by reference to Exhibit
         10.3 to Golden Enterprises,  Inc. May 31, 2002 Form 10-K filed with the
         Commission).

10.11    Amendment to Salary Continuation Plan, Death Benefits for John S. Stein
         dated  April 9, 2002  (incorporated  by  reference  to Exhibit  10.4 to
         Golden  Enterprises,  Inc.  May 31,  2002  Form  10-K  filed  with  the
         Commission).

10.12    Retirement  and  Consulting  Agreement for John S. Stein dated April 9,
         2002 (incorporated by reference to Exhibit 10.5 to Golden  Enterprises,
         Inc. May 31, 2002 Form 10-K filed with the Commission).

10.13    Salary  Continuation  Plan for Mark W.  McCutcheon  dated May 15,  2002
         (incorporated by reference to Exhibit 10.6 to Golden Enterprises,  Inc.
         May 31, 2002 Form 10-K filed with the Commission).

                                       45
<PAGE>

10.14    Trust Under Salary  Continuation  Plan for Mark W. McCutcheon dated May
         15,  2002   (incorporated  by  reference  to  Exhibit  10.7  to  Golden
         Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).

10.15    Lease of aircraft  executed by and between  Golden  Flake Snack  Foods,
         Inc., a wholly-owned subsidiary of Golden Enterprises,  Inc., and Joann
         F.  Bashinsky  dated  February 1, 2006  (incorporated  by  reference to
         Exhibit 10.15 to Golden Enterprises,  Inc. June 2, 2006 Form 10-K filed
         with the Commission).

10.16    Real  Property  Purchase and Sale  Agreement  dated May 2, 2008 whereby
         Golden 47 Flake Snack Foods, Inc., a wholly-owned  subsidiary of Golden
         Enterprises,  Inc.  re-acquired  certain  real  property in  Nashville,
         Tennessee.

14.1     Golden  Enterprises,  Inc.'s Code of Conduct and Ethics  adopted by the
         Board of  Directors  on April 8, 2004  (incorporated  by  reference  to
         Exhibit 14.1 to Golden  Enterprises,  Inc. May 31, 2004 Form 10-K filed
         with the Commission).

(18)     Letter Re: Change in Accounting Principles

18.1     Letter from the  Registrant's  Independent  Accountant dated August 12,
         2005 indicating a change in the method of applying accounting practices
         followed  by the  Registrant  for the  fiscal  year  ended June 3, 2005
         (incorporated  by  reference  to  Exhibit  18.1 to Golden  Enterprises,
         Inc.'s June 3, 2005 Form 10-K filed with the Commission).

21       Subsidiaries of the Registrant (incorporated by reference to Exhibit 21
         to Golden  Enterprises,  Inc.  May 31,  2004 Form 10-K  filed  with the
         Commission)

31.1     Certification of Chief Executive Officer pursuant to Section 302 of the
         Sarbanes- 57 Oxley Act of 2002.

31.2     Certification of Chief Financial Officer pursuant to Section 302 of the
         Sarbanes- 58 Oxley Act of 2002.

32.1     Certification of Chief Executive Officer pursuant to Section 906 of the
         Sarbanes- 59 Oxley Act of 2002.

32.2     Certification of Chief Financial Officer pursuant to Section 906 of the
         Sarbanes- 60 Oxley Act of 2002.

99.1     A copy of excerpts of the Last Will and Testament and Codicils  thereto
         of Sloan Y. Bashinsky, Sr. and of the SYB Common Stock Trust created by
         Sloan  Y.  Bashinsky,  Sr.  providing  for  the  creation  of a  Voting
         Committee  to vote the  shares of common  stock of Golden  Enterprises,
         Inc.  held by SYB, Inc. and the  Estate/Testamentary  Trust of Sloan Y.
         Bashinsky,  Sr.  (incorporated  by  reference to Exhibit 99.1 to Golden
         Enterprises, Inc.'s June 3, 2005 Form 10-K filed with the Commission).

                                       46