Exhibit 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.


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EXCERPT OF THE LAST WILL AND TESTAMENT OF 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 THE ESTATE/TESTAMENTARY TRUST OF SLOAN Y. BASHINSKY,
                                      SR.


                                     ITEM X
                                FIDUCIARY POWERS

         I hereby grant to my Trustees of each trust established hereunder,  the
continuing,  absolute,  discretionary  power to deal with any property,  real or
personal,  held in my estate or any trust,  as freely as I might in the handling
of my own  affairs.  Such power may be exercised  independently  and without the
prior or subsequent approval of any court or judicial  authority,  and no person
dealing with the Trustees shall be required to inquire into the propriety of any
of the Trustees'  actions.  In administering  the trusts  established in this my
Will, the Trustees shall have the powers, as hereinafter indicated, and shall be
subject to the controls herein set forth, namely:


                  (1) Upon my death,  if either I or SYB,  Inc.  should  own any
         shares of common stock of Golden Enterprises,  Inc., a voting Committee
         shall be created for the purposes of this  subparagraph.  Regardless of
         the general  powers  herein  conferred  upon the  Trustees,  during the
         period  in  which  the  Voting   Committee   is   serving   under  this
         subparagraph, the following provisions shall be applicable:

                           (i) The Voting Committee shall consist of each member
         of the Board of  Directors  of Golden  Enterprises,  Inc.,  a  Delaware
         corporation,  as said Board may be  constituted  from time to time, and
         one person who shall be  designated  in writing,  from time to time, by
         the Trustees.

                           (ii) The Voting Committee,  as it is constituted from
         time to time,  shall have the sole and  exclusive  voting  power of all
         family securities (as hereinafter defined) forming a part of the corpus
         of any trust established  hereunder.  In the event the voting Committee
         fails or refuses to exercise the voting power of the family securities,
         then the voting power under such family  securities shall revert to the
         Trustees.

                           (iii) The  Voting  Committee  shall have the power to
         vote the family  securities at all regular and special  meetings of the
         Stockholders  and may vote for,  do, or assent or consent to any act or
         proceedings  which the  shareholders  might or could  vote for,  do, or
         assent or consent to and shall  have all of the voting  powers,  rights
         and privileges of a shareholder. The Voting Committee, as soon after my
         death as is practicable,  shall appoint a Chairman.  In any case, where
         stockholder  action is required,  the Chairman may, or upon the request
         of a majority  of the  members of the  Voting  Committee,  shall call a
         meeting of the voting Committee on reasonable  notice,  for the purpose
         of voting the family  securities or for any other purposes deemed to be
         in the best interests of SYB, Inc. and/or Golden Enterprises,  Inc. and
         their  successors.  Each member of the Voting  Committee shall have one
         vote. The vote of the Voting  Committee  shall always be exercised as a
         unit, as a majority of the members of the Voting Committee shall direct
         and determine.


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           (iv) The Trustees  shall issue proxies to vote all family  securities
         from time to time  forming a part of the trust  estates,  as the Voting
         Committee may direct in writing.

           (v) The Voting  Committee  shall use its best judgment in voting upon
         the stock but shall not be liable for any vote cast or consent given by
         them.

           (vi) The Trustees shall have no duty or responsibility for, nor shall
         the  Trustees be liable or  responsible  for the manner in which family
         securities  may be voted  pursuant  to the  proxies  issued  as  herein
         provided.

           (vii) The rights and powers  herein  granted to the Voting  Committee
         shall be exercised only in a fiduciary capacity.

           (viii)  The  shares  of stock or other  evidence  of  interest  in or
         indebtedness of SYB, Inc., a corporation, and Golden Enterprises, Inc.,
         a corporation, and such other corporation or corporations succeeding to
         the   business  of  said   corporations   by   consolidation,   merger,
         reorganization,   purchase  or  sale  of  assets,   plan  of  corporate
         restructure,  or  otherwise,  are  referred  to in this  subsection  as
         "family  securities".   I  consider  family  securities  to  be  proper
         investments  of the trust  property,  even though they may constitute a
         considerable  portion or all of the trust property.  Wherever the words
         "family  securities"  appear in this  Will,  they  shall  refer only to
         stocks  or  securities  of SYB,  Inc.  and its  successors  and  Golden
         Enterprises, Inc. and its successors.

           (ix) The Voting Committee,  as soon after my death as is practicable,
         shall  appoint a  Secretary.  The  Secretary  shall keep minutes of the
         action of the Voting Committee, and a written certificate signed by the
         Secretary  stating the instructions and actions of the Voting Committee
         to be  given  to the  Trustees  shall  be  sufficient  evidence  of the
         decision and  direction of the Voting  Committee.  The Trustees will be
         fully protected in acting in compliance therewith.

           (x) The Voting  Committee shall terminate upon the termination of the
         trusts created in this my Will or in the event of the sale, transfer or
         exchange  of all of the shares of common  stock of Golden  Enterprises,
         Inc.  owned by both SYB,  Inc. and the trusts  created in this my Will,
         the  Voting  Committee  shall  terminate  upon the  date of such  sale,
         transfer or exchange.


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   EXCERPT OF SYB, INC. 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.

      Section 9     (b) Upon the death of the Grantor,  a voting committee shall

be  created  for  the  purposes  of  this  sub-paragraph  (b)  of  paragraph  9.

Notwithstanding  the general  powers herein  conferred  upon the Trustees  under

sub-paragraph  (a) of paragraph 9 hereof,  during the period in which the voting

committee is serving under this sub-paragraph, the following provisions shall be

applicable:

          1.      The voting committee shall consist of each member of the Board
          of Directors of Golden Enterprises,  Inc., a Delaware corporation,  as
          said Board may be  constituted  from time to time,  and one member who
          shall be designated in writing, from time to time, by the Trustees.

          2.      The voting committee,  as it is constituted from time to time,
          shall  have  the  sole  and  exclusive  voting  power  of  all  family
          securities (as  hereinafter  defined)  forming a part of the corpus of
          any trust established hereunder.

          3.      The voting  committee  shall have the power to vote the family
          securities at all regular and special meetings of the Stockholders and
          may vote for, do, or assent or consent to any act or proceedings which
          the shareholders  might or could vote for, do, or assent or consent to
          and shall have all of the voting  powers,  rights and  privileges of a
          shareholder.  The  voting  committee,  as soon  after the death of the
          Grantor as is  practicable,  shall  appoint a  Chairman.  In any case,
          where  stockholder  action is required,  the Chairman may, or upon the
          request of a majority  of the members of the voting  committee,  shall
          call a meeting of the voting committee on reasonable  notice,  for the
          purpose  of voting  the family  securities  or for any other  purposes
          deemed to be in the best  interests  of SYB,  Inc.  Each member of the
          voting committee shall have one vote. The vote of the voting committee
          shall always be exercised as a unit, as the majority of the members of
          the voting committee shall direct and determine.

          4.      The Trustees shall issue proxies to vote all family securities
          from time to time forming a part of the trust  estates,  as the voting
          committee may direct in writing.

          5.      The voting  committee  shall use its best  judgment  in voting
          upon the stock,  but shall not be liable for any vote cast, or consent
          given by them.

          6.      The  Trustees  shall have no duty or  responsibility  for, nor
          shall the  Trustees be liable or  responsible  for the manner in which
          family  securities  may be voted  pursuant  to the  proxies  issued as
          herein provided.

          7.      The rights and powers herein  granted to the voting  committee
          shall be exercised only in a fiduciary capacity.

          8.       The  shares  of stock or other  evidence  of  interest  in or
          indebtedness  of SYB,  Inc., a  corporation,  and Golden  Enterprises,
          Inc.,  a  corporation,  and such  other  corporation  or  corporations
          succeeding  to the  business of said  corporations  by  consolidation,
          merger, reorganization,  purchase or sale of assets, plan of corporate
          restructure,  or  otherwise,,  are referred to in this  sub-section as
          "family  securities".  The Grantor  considers family  securities to be
          proper  investments  of the  trust  property,  even  though  they  may
          constitute  a  considerable  portion  or all of  the  trust  property.
          Wherever the words "family securities" appear in this Trust Indenture,
          they shall refer only to stocks or  securities  of SYB,  Inc.  and its
          successors and Golden Enterprises, Inc. and its successors.

          9.      The voting committee shall appoint a Secretary.  The Secretary
          shall  keep  minutes  of the  action of the  voting  committee,  and a
          written  certificate  signed by the Secretary stating the instructions
          and actions of the voting committee to be given to the Trustees, shall
          be  sufficient  evidence of the decision  and  direction of the voting
          committee.   The  Trustees  will  be  fully  protected  in  acting  in
          compliance therewith.


                                 End of Excerpt


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