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 June 3, 2005
                                       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 Executive Offices)                  (Zip Code)

        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 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. (X)

Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).  Yes (  )     No (X)

Indicate by check mark whether the Registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).  Yes (  )    No (X)

State the aggregate market value of the voting stock held by  non-affiliates  of
the registrant as of August 5, 2005.
                Common Stock, Par Value $0.66(2)/3 --$23,310,014

Indicate the number of shares outstanding of each of the Registrant's Classes
of Common Stock, as of August 5, 2005.
         Class                                   Outstanding at August 5, 2005
         -----                                   -----------------------------
Common Stock, Par Value $0.66(2)/3                      11,835,330 shares

                       DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Proxy Statement for the Annual Meeting of Stockholders to
be held on September 22, 2005 are incorporated by reference into Part III.


<PAGE>


                                TABLE OF CONTENTS

                          FORM 10-K ANNUAL REPORT -2005
                            GOLDEN ENTERPRISES, INC.

                                                                            Page
                                                                            ----



PART I.



Item 1.      Business ....................................................     3
Item 2.      Properties...................................................     5
Item 3.      Legal Proceedings............................................     6
Item 4.      Submission of Matters to a Vote of Security Holders..........     7


PART II.

Item 5.      Market for Registrant's Common Equity, Related Stockholder
               Matters and Issuer Purchases of Equity Securities..........     7
Item 6.      Selected Financial Data......................................     9
Item 7.      Management's Discussion and Analysis of Financial Condition
               and Results of Operations..................................    10
Item 7A.     Quantitative and Qualitative Disclosure About Market Risk....    17
Item 8.      Financial Statements and Supplementary Data..................    17
Item 9.      Changes in and Disagreements with Accountants
               on Accounting and Financial Disclosure.....................    41
Item 9A.     Controls and Procedures......................................    41
Item 9B.     Other Information............................................    41


PART III.

Item 10.     Directors and Executive Officers of the Registrant...........    41
Item 11.     Executive Compensation.......................................    41
Item 12.     Security Ownership of Certain Beneficial
               Owners and Management and Related Stockholder Matters......    41
Item 13.     Certain Relationships and Related Transactions...............    42
Item 14.     Principal Accountant Fees and Services.......................    42


PART IV.

Item 15.     Exhibits and Financial Statement Schedules...................    43


                                       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, pretzel,
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 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 supply  available.  Golden Flake has no control of 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  448 route salesmen 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 door  delivery
method.  Golden  Flake is not  dependent  upon  any  single  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 873 company owned  vehicles to support
the route sales  system,  including  48 tractors  and 125 trailers for long haul
delivery to the various company  warehouses  located throughout its distribution
areas, 634 store delivery vehicles and 66 cars and miscellaneous vehicles.


                                       3

<PAGE>


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 1,032 employees.  Approximately 620 employees
are  involved in route  sales and sales  supervision,  approximately  297 are in
production and production supervision,  and approximately 115 are management and
administrative personnel.

Golden Flake believes that the  performance and loyalty of its employees are 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 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.


Recent Developments

No significant changes have occurred in the kinds of products manufactured or in
the markets of methods of distribution,  and no material changes or developments
have occurred in the business done and intended to be done by Golden Flake.


                                       4

<PAGE>


                        Executive Officers Of Registrant
                               And Its Subsidiary

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

John S. Stein, 68           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 2, 2006.

Mark W. McCutcheon, 50      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 2, 2006.

Patty Townsend, 47          Ms. Townsend  is  Chief  Financial   Officer,   Vice
                                President and  Secretary of Golden  Enterprises,
                                Inc. and Controller of Golden Flake Snack Foods,
                                Inc. a wholly owned  subsidiary  of the Company.
                                She  was  elected   Chief   Financial   Officer,
                                Vice-President  and  Secretary of the Company on
                                March 1, 2004 and  Controller of Golden Flake on
                                March 15, 1997.  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 2,
                                2006.

Randy Bates, 51             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 2, 2006.

David Jones, 52             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 2, 2006.



                              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.


                                       5

<PAGE>


                                  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.


Approximately 17 acres of the Birmingham property is undeveloped.  This property
is zoned for industrial  use and is readily  available for future use. Plans for
the utilization of this property have not been finalized.

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 corn chips, 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;
Chattanooga,  Knoxville, and Memphis,  Tennessee;  Decatur,  Marietta, and Macon
Georgia;  Jacksonville,  Panama City,  Tallahassee and Pensacola,  Florida;  New
Orleans,  Louisiana; and Little Rock, Arkansas. 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 873 vehicles  which  includes 634 route trucks,  48
tractors,  125 trailers  and 66 cars and  miscellaneous  vehicles.  There are no
liens or encumbrances on Golden Flake's vehicle fleet.  Golden Flake also owns a
1987 Cessna Citation II 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.


                                       6

<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 June 3, 2005 and May
28, 2004 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 2005                                                                             Per share
       -----------------------------------------------------------     ----------     --------     -----------
<S>                   <C>                    <C> <C>                      <C>          <C>             <C>
       First quarter  (13 weeks ended August 27, 2004)                    $3.110       $2.330          $.0313
       Second quarter (13 weeks ended November 27, 2004)                   3.000        2.450           .0313
       Third quarter (14 weeks ended March 5, 2005)                        4.109        2.010           .0313
       Fourth quarter (13 weeks ended June 3, 2005)                        4.130        3.170           .0313




                                                                         High           Low         Dividend
       Year Ended 2004                                                   Price         Price          Paid
       -----------------------------------------------------------     ----------     --------     -----------
       First quarter  (13 weeks ended August 31, 2003)                    $2.890       $2.150          $.0313
       Second quarter (13 weeks ended November 30, 2003)                   2.750        2.370           .0313
       Third quarter (13 weeks ended February 28, 2004)                    3.500        2.340           .0313
       Fourth quarter (13 weeks ended May 28, 2004)                        3.430        2.400           .0313
</TABLE>

As of August 5, 2005, there were approximately 1,500 shareholders of record.



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:


                                       7

<PAGE>


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

<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 did not  repurchase any shares of its common stock during the fourth
quarter of fiscal year ended June 3, 2005.


                                       8

<PAGE>


                        ITEM 6 - SELECTED FINANCIAL DATA

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

FINANCIAL REVIEW (Dollar amounts in thousands, except per share data)

<TABLE>
<CAPTION>
Operations                                                      2005        2004         2003         2002         2001
                                                          --------------------------------------------------------------
<S>                                                      <C>         <C>         <C>          <C>          <C>
Net sales (b)                                            $   103,144  $   97,583  $    96,604  $   104,335  $   102,797
Gain on sales of assets                                          107          14          304          756          599
Other income                                                     521         499          506          563          691
                                                          --------------------------------------------------------------
     Total revenues                                          103,772      98,096       97,414      105,654      104,087
Cost of sales                                                 55,400      51,243       50,748       54,326       53,631
Selling, general and
  administrative expenses                                     48,022      46,595       47,686       47,653       46,333

Interest                                                         255         220          269          189           85
(Loss) income before cumulative    effect of
   a change in accounting policy and
   income taxes                                                   95          38       (1,289)       3,486        4,038
Federal and state income taxes                                  (110)         84         (361)       1,367        1,386

Net (loss) income before cumulative
   effect of a change in accounting
   policy                                                        (15)        (46)        (928)       2,119        2,652
Cumulative effect of a change in accounting
   policy net of
   taxes                                                       -----       -----        -----          413        -----
         Net (loss) income                               $       (15) $      (46) $      (928) $     2,532  $     2,652
------------------------------------------------------------------------------------------------------------------------
Financial data

Depreciation and amortization                            $     2,268  $    2,347  $     2,490        2,594  $     2,436
Capital expenditures, net of disposals                         2,454         832          287        3,802        1,294
Working capital                                                5,328       6,697         8337       10,989       12,909
Long-term debt                                                 2,426       2,327        3,862        5,083        1,807
Stockholders' equity                                          20,907      22,456       24,078       27,233       27,865
Total assets                                                  34,402      33,623       36,492       40,840       40,243
------------------------------------------------------------------------------------------------------------------------
Common stock data

Net (loss) income before cumulative
  effect of a change in accounting
  policy                                                 $     (0.00) $    (0.00) $     (0.08) $      0.18  $      0.22
Cumulative effect of a change in
  accounting policy net of taxes                               -----       -----        -----         0.03        -----
Basic and diluted net (loss) income                            (0.00)      (0.00)       (0.08)        0.21         0.22
Dividends                                                      .1250       .1250        .1875         0.25         0.25
Book value                                                      1.77        1.89         2.20         2.29         2.33
Price range                                                4.15-2.01   3.50-2.15  5.530-1.640  4.550-2.950  4.750-2.875
------------------------------------------------------------------------------------------------------------------------
Financial statistics

Current ratio                                                   1.54        1.84         2.09         2.37         2.58
Net (loss) income as percent of total
   revenues                                                     0.00%       0.00%       (1.0)%         2.4%         2.5%
Net (loss) income as percent of
stockholders' equity (a)                                        0.00%       0.00%       (5.1)%        10.1%         9.0%
------------------------------------------------------------------------------------------------------------------------
Other data

Weighted average common shares
   outstanding                                            11,846,419  11,879,891   11,883,305   11,898,097   11,965,671
Common shares outstanding at
   year end                                               11,835,330  11,852,830   11,883,305   11,883,305   11,932,741

Approximate number of stockholders                             1,500       1,500        1,500        1,500        1,500
</TABLE>


(a) Average amounts at beginning and end of fiscal year.
(b) Reflects on all periods  presented,  the effect on revenues of adopting the
provisions  of the  Emerging  Issues  Task  Force  of the  Financial  Accounting
Standards Board issue No. 01-9 Accounting for Consideration Given by a Vendor to
a Customer (Including a Reseller of the Vendor's Products) (EITF 01-9)


                                       9

<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 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
approximately 448 route  representatives 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 from these estimates.


                                       10

<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.

In November  2001,  the Emerging  Issues Task Force reached a consensus on Issue
No.  01-09  Accounting  for  Consideration  given  by a  Vendor  to  a  Customer
(Including a Reseller of the Vendor's Products)  effective for annual or interim
periods  beginning after December 15, 2001. The issue addresses the recognition,
measurement and income statement  classification  for certain sales  incentives.
The Company  implemented  this new  accounting  policy in the fourth  quarter of
fiscal 2002. The effect of this accounting  change is to adopt this policy as of
the  beginning  of the fiscal  2002 (June 1, 2001).  Certain of these  expenses,
including  slotting  fees,  previously  classified  as  selling,   general,  and
administrative  expenses,  are  now  characterized  as  offsets  to  net  sales.
Reclassifications have been made to prior period financial statements to conform
to current year presentation. Total vendor sales incentives now characterized as
reductions of net sales that  previously  would have been classified as selling,
general and  administrative  expenses were  approximately  $11.6 million,  $11.6
million and $12.8 million for the years ended 2005, 2004 and 2003, respectively.
There was no resulting impact on net operating results from adopting EITF 01-09.

Change in Accounting Policy

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  changed its accounting  policy in the fourth quarter of fiscal 2005
with regard to the casualty insurance  obligations.  The Company adopted the use
of a third-party  actuary to estimate the casualty  insurance  obligations on an
annual  basis.  This  change in  accounting  policy  was made to  determine  the
ultimate loss and reserve requirements through 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  cumulative  effect of this
change in  accounting  policy  did not have a material  effect on the  financial
statements.

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.  Management records a general
reserve based on analysis of historical  data. In addition,  management  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 June 3, 2005 and May 28, 2004, the
Company had accounts receivables in the amount of $7.7 million and $7.5 million,
net of an  allowance  for doubtful  accounts of $0.2  million and $0.2  million,
respectively.


                                       11

<PAGE>


The following  table  summarizes  the  Company's  customer  accounts  receivable
profile as of June 3, 2005:


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

          Less than $1,000.00...............................               1,365
          $1,001.00-$10,000.00..............................                 551
          $10,001.00-$100,000.00............................                 117
          $100,001.00-$500,000.00...........................                   6
          $500,001.00-$1,000,000.00.........................                   0
          $1,000,001.00-$2,500,000.00.......................                   1

          Total All Accounts................................               2,040
                                                                           =====

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  material  expenses in an effort to record  those
expenses in the period incurred. The most material accrued estimates relate to a
salary  continuation  plan for certain key  executives  of the  Company,  and to
insurance-related  expenses,  including  self-insurance.  In 2005,  the  Company
adopted the use of 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  actuary  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.  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.

During 2004 and 2005,  the Company  used a 4%  investment  rate to discount  the
estimated claims based on the historical payout pattern.

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 June 3, 2005, the Company's  casualty  reserve was $1.9 million and at May
28, 2004 casualty reserve was $1.7 million. The casualty reserve at May 28, 2004
under the newly adopted third-party actuary method would have been $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.


                                       12

<PAGE>


OTHER MATTERS

Transactions  with  related  parties,  reported  in  Note  14 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 $5.3 million at June 3, 2005 compared to $6.7 million at May
28, 2004.  Net cash  provided by  operations  amounted to $2.4 million in fiscal
year 2005,  $2.9  million in fiscal  year 2004 and $4.6  million in fiscal  year
2003.  The decrease in net cash provided by  operations is primarily  related to
changes in receivables,  inventories and accounts payable offset by the net loss
for fiscal year 2005 of $14,924 compared to the net loss for fiscal year 2004 of
$45,846.

Additions to property,  plant and equipment, net of disposals were $2.5 million,
$0.8 million and $0.3 million in fiscal years 2005, 2004 and 2003, respectively,
and are expected to be about $2 million in 2006.

Cash  dividends of $1.5 million,  $1.5 million and $2.2 million were paid during
fiscal years 2005,  2004,  and 2003,  respectively.  The quarterly  dividend was
reduced to $.03125  from $.0625 in the third  quarter of fiscal 2003 in response
to a decrease in earnings.

The amount of cash used to  purchase  treasury  shares in fiscal  2005 was $0.05
million and $0.09 million in fiscal 2004. No cash was used to purchase  treasury
shares in fiscal 2003.

During  fiscal 2005,  the  company's  debt proceeds net of re-paid debt was $1.2
million.

The following table  summarizes the significant  contractual  obligations of the
Company as of June 3, 2005:

<TABLE>
<CAPTION>
Contractual Obligations              Total           2006          2007-2008       2009-2010     Thereafter
-----------------------              -----           ----          ---------       ---------     ----------
<S>                             <C>           <C>             <C>             <C>    <C>     <C>     <C>
Long-Term Debt                  $  1,704,178  $      690,332  $    1,013,846  $     -0-      $      -0-
Purchase Commitment                  605,000         605,000          -0-           -0-             -0-
Salary Continuation Plan           1,839,797         103,912         234,413        274,941       1,226,531
                                   ---------         -------         -------        -------       ---------
Total Contractual Obligations   $  4,148,975  $    1,399,244  $    1,248,259  $     274,941  $    1,226,531
                                   =========       =========       =========        =======       =========
</TABLE>


Other Commitments

The  Company had letters of credit in the amount of  $2,213,446  outstanding  at
June 3, 2005 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 June 3, 2005 was
$522,008 with an interest rate of 6.00%.

The Company's current ratio at year end was 1.54 to l.00.

 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.


                                       13

<PAGE>


OPERATING RESULTS

Net sales  increased  by 6% in fiscal year 2005,  increased by 1% in fiscal year
2004, and decreased by 7.4% in fiscal year 2003. The increase in fiscal 2005 was
primarily  due to higher  sales  volume and  improved  pricing  more than offset
promotional spending.

Cost of sales as a percentage of net sales  amounted to 53.7% in 2005,  52.5% in
2004,  and 52.5% in 2003.  The cost increase in 2005 was due primarily to higher
energy costs.

Selling,  general and  administrative  expenses were 46.5% of net sales in 2005,
47.7% in  2004,  and  49.4%  in 2003.  The  1.2%  decrease  for  fiscal  2005 is
attributed to the increase in net sales.  The higher  percentage cost for fiscal
2005  was  due  to   significant   increases  in  employee   medical,   workers'
compensation, general and auto liability insurance costs, and energy costs.

The Company's  effective tax rates for 2005, 2004, and 2003 were 115.7%,  221.3%
and  (27.9)%,  respectively.  Note 9 to the  Consolidated  Financial  Statements
provides additional information about the provision for income taxes.

OFF-BALANCE SHEET ARRANGEMENT

The Company entered into a five-year term product purchase  agreement during the
year ending June 1, 2001 with a supplier.  Under the terms of the  agreement the
minimum  purchase  quantity  and the  purchase  price were fixed  resulting in a
minimum first year commitment of approximately $2,171,000. After the first year,
the  minimum  purchase  quantity  was  fixed  and the  purchase  unit  price was
negotiable  based on the current  market.  The  purchase  product  agreement  as
subsequently  amended  is  described  in more  detail in Note 14 of the Notes to
Consolidated Financial Statements.

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,  investment  securities and bank loans,  and commodity
prices affecting the cost of its raw materials.

The Company's  cash  equivalents  consist of short-term  marketable  securities.
Presently these are variable rate money market funds.  Its bank loans also carry
variable rates.  Assuming year end 2005 variable rate investment levels and bank
loan balances, a one-point change in interest rates would impact interest income
by $284 and interest expense by $22,262.

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.

INFLATION

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


                                       14

<PAGE>


ENVIRONMENTAL MATTERS

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

FORWARD-LOOKING STATEMENTS

This discussion 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 and  effectiveness  of sales and  marketing
activities,  as described in the Company's  filings with Securities and Exchange
Commission.

RECENT DEVELOPMENTS

The Company  continues to review and analyze its internal  audit program and has
directed  senior  management to dedicate  resources and take steps to strengthen
controls. The company engaged the services of a third party consultant to assist
in its review and analysis.  The Company is identifying and implementing actions
to improve the  effectiveness  of procedures  and internal  controls,  including
enhanced   training  with  respect  to  financial   reporting   and   disclosure
responsibilities.

RECENT ISSUED ACCOUNTING PRONOUNCEMENTS

Effective June 1, 2002, the Company  adopted SFAS No. 144,  "Accounting  for the
Impairment or Disposal of Long-Lived  Assets." SFAS No. 144 addresses  financial
accounting and reporting for the impairment or disposal of long-lived  assets to
be held and used,  to be disposed of other than by sale and to be disposed of by
sale.  The  adoption  of this  standard  did not have a  material  impact on the
Company's financial position, results of operations or cash flows.

 In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Cost  Associated
with Exit or Disposal  Activities." SFAS No 146 requires  companies to recognize
costs associated with exit or disposal  activities when they are incurred rather
than at the date of a commitment to an exit or disposal  plan.  Costs covered by
SFAS No. 146 includes lease  termination  costs and certain  employee  severance
costs that are associated with a restructuring,  discontinued operations,  plant
closing or other exit or disposal  activity.  SFAS No. 146 is effective for exit
or disposal  activities  initiated  after December 31, 2002. The Company adopted
SFAS No. 146 on June 1, 2003 and the  adoption of this  standard  did not have a
material impact on the Company's consolidated financial statements.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation  - Transition  and  Disclosure - an amendment of FASB Statement No.
123."  SFAS  No.  148  amends  SFAS  No.  123,   "Accounting   for   Stock-Based
Compensation"  to provide  alternative  methods of  transition  for a  voluntary
change to the fair value based method of  accounting  for  stock-based  employee
compensation.  In addition,  SFAS No. 148 amends the disclosure  requirements of
SFAS No.  123 to  require  prominent  disclosures  in both  annual  and  interim
financial  statements  about the method of accounting for  stock-based  employee
compensation and the effect of the method used on reported results.  The Company
has adopted the disclosure  requirements  of SFAS No. 148 effective May 31, 2003
in its consolidated  financial statements.  The Company will continue to account
for  stock-based  compensation  using the methods  detailed  in the  stock-based
compensation accounting policy as described earlier.

In April 2003,  the FASB  issued SFAS No. 149  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities."  This  statement  amends and
clarifies the  accounting and reporting for  derivative  instruments,  including
embedded derivatives, and for hedging activities under SFAS No. 133, "Accounting
for Derivative instruments and Hedging Activities." SFAS No. 149 amends SFAS No.
133 to reflect  the  decisions  made as part of the  Derivatives  Implementation
Group and in other FASB projects or deliberations.  SFA No. 149 is effective for
contracts  entered  into or  modified  after  June  30,  2003,  and for  hedging
relationships  designed  after  June 30,  2003 and did not have an impact on the
Company.


                                       15

<PAGE>


In January  2003,  the FASB  issued  FASB  Interpretation  No. 46 (FIN No.  46),
"Consolidation of Variable Interest Entities,  an Interpretation of ARB No. 51."
FIN No. 46 requires certain variable interest entities to be consolidated by the
primary  beneficiary of the entity if the equity  investors in the entity do not
have the  characteristics  of a  controlling  financial  interest or do not have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional  subordinated  financial  support from other  parties.  FIN 46 became
effective  February 1, 2003 for variable interest entities created after January
31, 2003,  and July 31, 2003 for variable  interest  entities  created  prior to
February  1, 2003.  In  December  2003,  the FASB  issued a revised  FIN 46. The
revised standard,  FIN 46R,  modifies or clarifies various  provisions of FIN 46
and incorporates  many FASB Staff Positions  previously issued by the FASB. This
standard  replaces  the  original  FIN 46 that was issued in January  2003.  The
adoption  of  these  new  standards  did not  have an  impact  on the  Company's
financial position, results of operations or cash flows.

In  December  2003,  the  FASB  issued  a  revised  SFAS  No.  132,  "Employers'
Disclosures about Pensions and Other Postretirement  Benefits." The revised SFAS
No.  132  revised  employers'  disclosures  about  pension  plans and other post
retirement  benefit plans.  It did not change the  measurement or recognition of
those plans required by SFAS No. 87, "Employers'  Accounting for Pensions," SFAS
No. 88,  "Employers'  Accounting for  Settlements  and  Curtailments  of Defined
Benefit  Pension  Plans  and  for  Termination  Benefits,"  and  SFAS  No.  106,
"Employers'  Accounting for  Postretirement  Benefits Other Than  Pensions." The
revised  SFAS No. 132  retains  the  disclosure  requirements  contained  in the
original  SFAS No.  132.  It  requires  additional  disclosures  to those in the
original  SFAS No.  132 about  the  assets,  obligations,  cash  flows,  and net
periodic benefit cost of defined benefit pension plans and other defined benefit
postretirement  plans.  The adoption of this new standard did not have an impact
on the Company's financial position, results of operations or cash flows.

In December 2003, the SEC released Staff  Accounting  Bulletin  ("SAB") 104. SAB
104 revises or rescinds portions of the interpretative  guidance included in SEC
Topic 13, "Revenue  Recognition,"  in order to make this  interpretive  guidance
consistent with current  authoritative  accounting and auditing guidance and SEC
rules and  regulations.  The  principal  revisions  relate to the  rescission of
material no longer  necessary  because of private  sector  developments  in U.S.
generally  accepted  accounting  principles.  SAB 104 also  rescinds the Revenue
Recognition  in Financial  Statements  Frequently  Asked  Questions  and Answers
document issued in conjunction with Topic 13. Selected portions of that document
have been  incorporated into Topic 13. The adoption of this new standard did not
have an impact on the  Company's  financial  position,  results of operations or
cash flows.

In May,  2004,  the FASB issued  Staff  Position  (FSP) 106-2,  "Accounting  and
Disclosure  Requirement Related to the Medicare  Prescription Drug,  Improvement
and  Modernization  Act  of  2003."  This  Position  provides  guidance  on  the
accounting,  disclosure,  effective date, and transition requirements related to
the Medicare  Prescription  Drug Improvement and  Modernization Act of 2003. The
adoption of this FSP had no impact on the Company's financial position,  results
of operation or cash flows.

In October,  2004,  the American Jobs Creation Act of 2004 (The Act) was enacted
into  law.  The FASB had  issued  Staff  Position  109-1  and  109-2 to  provide
accounting  and disclosure  guidance  relating to the enactment of this Act. The
Act allows for a tax deduction of up to 9% (when fully  phased-in) of the lesser
of qualified  production  activities income" or taxable income as defined in the
Act beginning in 2005.  The tax benefits of this  deduction are to be recognized
in the year in which they are  reported on the tax  return.  The Act also allows
for a special  one-time tax deductions of 85 percent of certain foreign earnings
that are repatriated to a US taxpayer,  provided  certain  criteria are met. The
Company has not completed its evaluation of the effects of the Act on its future
financial position.

In November 2004, The FASB issued SFAS No. 151,  "Inventory Cost or Amendment of
ARB No. 43, Chapter 4." This Statement  amends AR 13 No. 43, to clarify abnormal
amounts of facility expense,  freight, handling costs and wasted material should
be recognized in current-period  charges.  In addition,  this Statement requires
that allocation of fixed production overhead to the costs on conversion be based
on the normal capacity of the production facilities. This provision is effective
for inventory  costs incurred  during fiscal years after June 15, 2005. SAFS No.
151 is not  expected  to have an impact  on the  Company's  financial  position,
results of operations or cash flows.


                                       16

<PAGE>


In December 2004, the FASB revised its SFAS No. 123 (SFAS No. 123R), "Accounting
for Stock  Based  Compensation."  The  revision  established  standards  for the
accounting of transactions in which an entity  exchanges its equity  instruments
for  goods or  services  particularly  transaction  in which 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.  That cost is to be  recognized  over the period  during which the
employee  is required to proved  service in exchange  for the award.  Changes in
fair  value  during  the  requisite  service  period  are  to be  recognized  as
compensation  cost over that period.  In addition the revised  statement  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. The
provisions of the revised  statement  are  effective  for  financial  statements
issued for the first interim or annual reporting period beginning after June 15,
2005, with early adoption  encouraged.  The Company is currently  evaluating the
impact that this  statement  will have on its  financial  condition,  results of
operations or cash flows.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- An  Amendment  of APB Opinion No.  29." APB  Opinion No. 29,  "Accounting  For
Nonmonetary Transactions," is based on the opinion that exchanges of nonmonetary
assets should be measured based on the fair value of the assets exchanged.  SFAS
No.  153  amends  Opinion  No. 29 to  eliminate  the  exception  for  nonmentary
exchanges of similar  productive assets and replaces it with a general exception
for  exchanges  of  nonmonetary   assets  whose  results  are  not  expected  to
significantly change the future cash flows of the entity. The provisions of this
Statement  shall be effective for nonmonetary  asset exchanges  occurring in the
Company's fiscal year 2006. The adoption of SFAS No. 153 is not expected to have
a material impact on the Company's financial position,  results of operations or
cash flows.



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

Included in Item 7, Management's  Discussion and Analysis of Financial Condition
and Results of Operations- Market Risk beginning on page 14.

ITEM 8.- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated  financial  statements of the registrant and its subsidiary for
the year ended June 3, 2005, consisting of the following, are contained herein:

  Consolidated Balance Sheets              - As of June 3, 2005 and May 28, 2004

  Consolidated Statements of Operations    - Years ended 2005, 2004, and 2003

  Consolidated Statements of               - Years ended 2005, 2004, and 2003
    Cash Flows

  Consolidated Statements of Changes       -Years ended 2005, 2004, and 2003
    in Stockholders' Equity

  Notes to Consolidated Financial          - Years ended 2005, 2004, and 2003
    Statements

  Quarterly Results of Operations          - Years ended 2005, 2004, and 2003


                                       17

<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 June 3, 2005 and May 28, 2004,  and the
related consolidated  statements of operations,  changes in stockholders' equity
and cash flows for each of the three years in the three year  period  ended June
3, 2005.  Our audits also included the financial  statement  schedule  listed at
Item 15(a) 2. 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 June 3, 2005 and May 28, 2004,  and the
consolidated  results of their  operations  and their cash flows for each of the
three  years in the three year period  ended June 3, 2005,  in  conformity  with
accounting  principles generally accepted in the United States of America.  Also
in our opinion, such financial statement schedule,  when considering in relation
to the  basic  consolidated  financial  statements,  taken as a whole,  presents
fairly, in all material respects, the information set forth therein.

As discussed in Note 3 to the financial  statements,  effective May 29, 2004 the
Company  changed its  accounting  policy with respect to the casualty  insurance
liability.



Birmingham, Alabama                    DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP
August 5, 2005



                                       18

<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                       As of June 3, 2005 and May 28, 2004
 ASSETS


                                                    2005              2004
                                                    ----              ----

CURRENT ASSETS
  Cash and cash equivalents                     $   371,204     $     565,195

  Receivables:
    Trade accounts                                7,656,766         7,445,741
    Other                                           191,165           231,410
                                                 -----------     -------------
                                                  7,847,931         7,677,151
    Less: Allowance for doubtful accounts           156,467           185,000
                                                 -----------     -------------
                                                  7,691,464         7,492,151
    Notes receivable, current                        49,558            45,760
                                                 -----------     -------------
                                                  7,741,022         7,537,911
                                                 -----------     -------------

  Inventories:
    Raw materials                                 1,100,715         1,198,534
    Finished goods                                2,869,352         2,504,515
                                                 -----------     -------------

                                                  3,970,067         3,703,049
                                                 -----------     -------------

  Prepaid expenses                                2,436,748         2,292,943
  Deferred income taxes                             589,946           618,803
                                                 -----------     -------------
         Total current assets                    15,108,987        14,717,901
                                                 -----------     -------------


PROPERTY, PLANT AND EQUIPMENT
  Land                                            3,030,974         3,030,974
  Buildings                                      16,670,043        16,925,279
  Machinery and equipment                        35,170,539        35,159,507
  Transportation equipment                       15,937,371        15,170,308
                                                 -----------     -------------
                                                 70,808,927        70,286,068
    Less: Accumulated depreciation               56,561,891        56,439,726
                                                 -----------     -------------

                                                 14,247,036        13,846,342
                                                 -----------     -------------
OTHER ASSETS
  Notes receivable, long-term                     1,770,428         1,819,986
  Cash surrender value of life insurance          2,581,358         2,648,567
  Other                                             693,938           589,760
                                                 -----------     -------------

    Total other assets                            5,045,724         5,058,313
                                                 -----------     -------------

    TOTAL                                       $34,401,747     $  33,622,556
                                                 ===========     =============

See Accompanying Notes to Consolidated Financial Statements


                                       19

<PAGE>


  LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>


                                                                    2005             2004
                                                                    ----             ----
<S>                                                             <C>              <C>
CURRENT LIABILITIES
  Checks outstanding in excess of bank balances                 $   1,493,153    $   1,293,534
  Accounts payable                                                  2,270,035        1,816,879
  Current portion of long-term debt                                   690,332          477,980
  Line of Credit Outstanding                                          522,008                -
  Other accrued expenses                                            4,701,726        4,334,798
  Salary continuation plan                                            103,912           95,948
                                                                 -------------    -------------

     Total current liabilities                                      9,781,166        8,019,139
                                                                 -------------    -------------

LONG-TERM LIABILITIES
  Note payable - bank, non-current                                  1,013,846          521,582
  Salary continuation plan                                          1,735,885        1,805,619
  Deferred income taxes                                               964,047          820,432
                                                                 ---------------  -------------

     Total long-term liabilities                                    3,713,778        3,147,633
                                                                 -------------    -------------


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                                                15,867,248       17,363,237
  Treasury shares - at cost (1,993,463 shares in 2005 and
     1,975,963 shares in 2004)                                    (10,677,594)     (10,624,602)
                                                                 -------------    -------------

  Total stockholders' equity                                       20,906,803       22,455,784
                                                                 -------------    -------------







     TOTAL                                                      $  34,401,747    $  33,622,556
                                                                 =============    =============
</TABLE>


                                       20

<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
     For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003




<TABLE>
<CAPTION>
                                                               2005          2004          2003
                                                               ----          ----          ----

<S>                                               <C>                <C>           <C>
  Net sales                                       $     103,143,979  $ 97,583,493  $ 96,604,461
  Cost of sales                                          55,399,901    51,243,037    50,747,626
                                                   -----------------  ------------  ------------
  Gross margin                                           47,744,078    46,340,456    45,856,835

  Selling, general and administrative expenses           48,022,149    46,595,519    47,686,174
                                                   -----------------  ------------  ------------

  Operating (loss) income                                  (278,071)     (255,063)   (1,829,339)
                                                   -----------------  ------------  ------------

  Other income (expenses):
  Gain on sale of assets                                    107,382        13,861       304,221
  Interest expense                                         (255,132)     (219,608)     (268,489)
  Other income                                              520,862       498,613       506,296
                                                   -----------------  ------------  ------------

    Total other income (expenses)                           373,112       292,866       542,028
                                                   -----------------  ------------  ------------

    Income (loss) before income tax                          95,041        37,803    (1,287,311)
                                                   -----------------  ------------  ------------

       Provision for income taxes                           109,965        83,649      (359,546)
                                                   -----------------  ------------  ------------



    Net (loss) income                             $         (14,924) $    (45,846) $   (927,765)
                                                   =================  ============  ============

PER SHARE OF COMMON STOCK
  Net (loss) income                               $               -  $          -  $      (0.08)
  Basic earnings                                  $               -  $          -  $      (0.08)
                                                   =================  ============  ============
  Diluted earnings                                $               -  $          -  $      (0.08)
                                                   =================  ============  ============
</TABLE>




See Accompanying Notes to Consolidated Financial Statements


                                       21

<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
     For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003




<TABLE>
<CAPTION>
                                                 Additional                                     Total
                                     Common       Paid-in       Retained     Treasury        Stockholders'
                                     Stock        Capital       Earnings      Shares            Equity
                                  ----------    ----------   ------------   -----------   -----------------


<S>            <C> <C>           <C>           <C>          <C>           <C>            <C>
 Balance - May 31, 2002          $ 9,219,195   $ 6,497,954  $ 22,049,446  $ (10,533,177) $       27,233,418

   Net loss - 2003                        -             -       (927,765)             -            (927,765)

   Cash dividends paid                    -             -     (2,228,128)             -          (2,228,128)
                                  ----------    ----------   -----------   ------------   -----------------

     Balance - May 30, 2003        9,219,195     6,497,954     18,893,553   (10,533,177)         24,077,525

   Net loss - 2004                        -             -        (45,846)             -             (45,846)

   Cash dividends paid                    -             -     (1,484,470)                        (1,484,470)
   Treasury shares purchased              -             -             -         (91,425)           ( 91,425)
                                  ----------    ----------   -----------   ------------   -----------------

     Balance - May 28, 2004        9,219,195     6,497,954    17,363,237    (10,624,602)         22,455,784

   Net loss - 2005                        -             -        (14,924)             -             (14,924)
                                                                                                         -
   Cash dividends paid                    -             -     (1,481,065)             -          (1,481,065)
   Treasury shares purchased              -             -             -         (52,992)            (52,992)
                                  ----------    ----------   -----------   ------------   -----------------

    Balance - June 3, 2005       $ 9,219,195   $ 6,497,954  $ 15,867,248  $ (10,677,594) $       20,906,803
                                  ==========    ==========   ===========   ============   =================
</TABLE>



See Accompanying Notes to Consolidated Financial Statements


                                       22

<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
     For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003


<TABLE>
<CAPTION>
                                                                 2005          2004          2003
                                                                 ----          ----          ----
<S>                                                         <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Cash received from customers                              $102,944,666  $ 97,937,596  $ 98,174,808
  Interest income                                                150,685       154,944       161,735
  Rental income                                                   32,471        31,948        26,660
  Other operating cash payments                                  337,706       311,721       317,901
  Cash paid to suppliers & employees for cost of goods
   sold                                                      (53,551,622)  (49,827,013)  (48,092,338)
  Cash paid for suppliers & employees for selling, general
   & administrative                                          (47,233,583)  (45,894,592)  (46,369,119)
  Income taxes (paid)                                              3,902       430,216       626,349
  Interest expense                                              (255,132)     (219,608)     (268,489)
                                                             ------------  ------------  ------------

       Net cash provided by operating activities               2,429,093     2,925,212     4,577,507

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property, plant and equipment                   (2,700,674)     (973,076)     (851,111)
  Proceeds from sale of property, plant and equipment            139,644       155,288       399,690
  Collection of notes receivable                                  45,760        42,254       119,636
                                                             ------------  ------------  ------------

       Net cash used in investing activities                  (2,515,270)     (775,534)     (331,785)

CASH FLOWS FROM FINANCING ACTIVITIES
  Debt proceeds                                               16,952,546    10,304,286    11,543,824
  Debt repayments                                            (15,725,922)  (11,727,633)  (13,121,345)
  Increase (decrease)  in checks outstanding in excess of
   bank
      balances                                                   199,619       136,426       535,782
  Purchases of treasury shares                                   (52,992)      (91,425)            -
  Cash dividends paid                                         (1,481,065)   (1,484,470)   (2,228,128)
                                                             ------------  ------------  ------------

       Net cash used in financing activities                    (107,814)   (2,862,816)   (3,269,867)

NET INCREASE (DECREASE)  IN CASH AND
  CASH EQUIVALENTS                                              (193,991)     (713,138)      975,855

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF YEAR                                              565,195     1,278,333       302,478
                                                             ------------  ------------  ------------

CASH AND CASH EQUIVALENTS AT
  END OF YEAR                                               $    371,204  $    565,195  $  1,278,333
                                                             ============  ============  ============
</TABLE>


See Accompanying Notes to Consolidated Financial Statements


                                       23

<PAGE>


   GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF  CASH FLOWS - CONTINUED
     For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003





<TABLE>
<CAPTION>
                                                      2005        2004        2003
                                                      ----        ----        ----
<S>                                             <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net (loss) income                             $  (14,924) $  (45,846) $ (927,765)
  Adjustment to reconcile net (loss)
   income to net cash
     provided by operating activities:
      Depreciation                               2,267,718   2,346,880   2,490,329
      Deferred income taxes                        172,472     (30,251)      1,433
      Gain on sale of property and equipment      (107,382)    (13,861)   (304,221)
    Change in receivables - net                   (199,313)    354,103   1,570,347
    Change in inventories                         (267,018)   (397,854)  1,443,303
    Change in prepaid expenses                    (143,805)    588,178     783,358
    Change in cash surrender value of insurance     67,209     114,172      22,597
    Change in other assets                        (104,178)    (93,585)    (19,214)
    Change in accounts payable                     453,156     115,945    (488,795)
    Change in accrued expenses                     366,928      45,350      60,940
    Change in salary continuation plan             (61,770)    (58,019)    (54,805)
                                                 ----------  ----------  ----------

      Net cash provided by operating
       activities                               $2,429,093  $2,925,212  $4,577,507
                                                 ==========  ==========  ==========
</TABLE>


                                       24

<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003


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 principles 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.

Fiscal Year
-----------
The Company  ends its fiscal year on the Friday  closest to the last day in May.
The year ended June 3, 2005 included the 53 weeks, May 28, 2004 and May 30, 2003
each included 52 weeks.

Fair Value of Financial Instrument
----------------------------------
The carrying amount of cash and cash equivalents,  receivables, accounts payable
and short and long-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.

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.


                                       25

<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                         NOTES TO CONSOLIDATED FINANCIAL
                             STATEMENTS - CONTINUED
     For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003

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


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.

As discussed in Note 3, the Company  changed its accounting  policy with respect
to these  casualty  insurance  liabilities in the fourth quarter of fiscal 2005.
The Company now uses a  third-party  actuary to estimate the casualty  insurance
obligations on an annual basis,  using the fully developed  actuarial  method of
accounting for the self-insurance  liability.  The third-party actuary also uses
historical  information for claims  frequency and severity in order to establish
loss development factors.


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  $6,000,563,   $5,115,582  and
$5,953,137 for the fiscal years 2005, 2004 and 2003, 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 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 applies APB Opinion 25,  "Accounting for Stock Issued to Employees,"
and  related  interpretations  in  accounting  for all stock  option  plans.  No
stock-based  compensation  cost has been  recognized  in  operations  for  stock
options  granted because the option exercise price was equal to or more than the
market price of the underlying common stock on the date of grant.

SFAS No. 123, "Accounting for Stock-Based  Compensation," as amended by SFAS No.
148,  "Accounting  for  Stock-Based  Compensation - Transition and  Disclosure,"
requires  the  Company to provide  pro forma  information  regarding  net income
(loss) as if the compensation cost for the Company's stock option plans had been
determined in accordance with the fair value based method prescribed in SFAS No.
123. To provide the required pro forma  information,  the Company  estimates the
fair  value of each stock  option at the grant  date by using the  Black-Scholes
option-pricing model.


                                       26

<PAGE>

                    GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL - CONTINUED
      For the Fiscal Year Ended June 3, 2005, May 28, 2004 and May 30, 2003


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED


The  following  table  represents  the pro forma effect on net income (loss) and
earnings  (loss) per share as if the  Company  had  applied the fair value based
method   recognition   provisions  of  SFAS  No  123  to  stock-based   employee
compensation:


<TABLE>
<CAPTION>
                                                                             Year End
                                                            -------------------------------------------


                                                                   2005           2004            2003
                                                                   ----           ----            ----
<S>                                                        <C>            <C>            <C>
Net (loss) income as reported                              $    (14,924)  $    (45,846)  $    (927,765)
Deduct: total stock-based employee compensation expense
 determined under fair value based method for all
  awards,
 net of related tax effects                                     (10,458)       (12,291)        (12,660)
                                                            ------------   ------------   -------------
 Pro forma net (loss) income                               $    (25,382)       (58,137)       (940,425)
                                                            ============   ============   =============

(Loss) earnings per share:
 Basic - as reported                                       $          -   $          -   $       (0.08)
                                                            ============   ============   =============
 Basic - Pro forma                                         $          -   $          -   $       (0.08)
                                                            ============   ============   =============

 Diluted - as reported                                     $          -   $          -   $       (0.08)
                                                            ============   ============   =============
 Diluted - Pro forma                                       $          -   $          -   $       (0.08)
                                                            ============   ============   =============
</TABLE>



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 $2,788,746  million,  $2,347,827
million  and  $2,339,726  million  for the  fiscal  years  2005,  2004 and 2003,
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.

Recent Issued Accounting Pronouncements
---------------------------------------
In June 2001, the Financial  Accounting Standards Board ("FASB") issued SFAS No.
143,  "Accounting for Asset Retirement  Obligations,"  which addresses financial
accounting and reporting obligations  associated with the retirement of tangible
long-lived assets that result from the acquisition, construction, development or
normal use of assets.  The Company  adopted SFAS No. 143 on June 1, 2003 and the
adoption did not have a material impact on the Company's  consolidated financial
statements.


                                       27

<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                         NOTES TO CONSOLIDATED FINANCIAL
                             STATEMENTS - CONTINUED
     For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003



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

Effective June 1, 2002, the Company  adopted SFAS No. 144,  "Accounting  for the
Impairment or Disposal of Long-Lived  Assets." SFAS No. 144 addresses  financial
accounting and reporting for the impairment or disposal of long-lived  assets to
be held and used,  to be disposed of other than by sale and to be disposed of by
sale.  The  adoption  of this  standard  did not have a  material  impact on the
Company's financial position, results of operations or cash flows.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Cost Associated with
Exit or Disposal  Activities." SFAS No 146 requires companies to recognize costs
associated  with exit or disposal  activities when they are incurred rather than
at the date of a commitment to an exit or disposal  plan.  Costs covered by SFAS
No. 146 includes lease  termination  costs and certain employee  severance costs
that are associated with a restructuring, discontinued operations, plant closing
or other  exit or  disposal  activity.  SFAS No.  146 is  effective  for exit or
disposal activities  initiated after December 31, 2002. The Company adopted SFAS
No.  146 on June 1,  2003  and the  adoption  of this  standard  did not  have a
material impact on the Company's consolidated financial statements.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation  - Transition  and  Disclosure - an amendment of FASB Statement No.
123."  SFAS  No.  148  amends  SFAS  No.  123,   "Accounting   for   Stock-Based
Compensation"  to provide  alternative  methods of  transition  for a  voluntary
change to the fair value based method of  accounting  for  stock-based  employee
compensation.  In addition,  SFAS No. 148 amends the disclosure  requirements of
SFAS No.  123 to  require  prominent  disclosures  in both  annual  and  interim
financial  statements  about the method of accounting for  stock-based  employee
compensation and the effect of the method used on reported results.  The Company
has adopted the disclosure  requirements  of SFAS No. 148 effective May 31, 2003
in its consolidated  financial statements.  The Company will continue to account
for  stock-based  compensation  using the methods  detailed  in the  stock-based
compensation accounting policy as described earlier.

In April 2003,  the FASB  issued SFAS No. 149  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities."  This  statement  amends and
clarifies the  accounting and reporting for  derivative  instruments,  including
embedded derivatives, and for hedging activities under SFAS No. 133, "Accounting
for Derivative instruments and Hedging Activities." SFAS No. 149 amends SFAS No.
133 to reflect  the  decisions  made as part of the  Derivatives  Implementation
Group and in other FASB projects or deliberations.  SFA No. 149 is effective for
contracts  entered  into or  modified  after  June  30,  2003,  and for  hedging
relationships  designed  after  June 30,  2003 and did not have an impact on the
Company.

In January  2003,  the FASB  issued  FASB  Interpretation  No. 46 (FIN No.  46),
"Consolidation of Variable Interest Entities,  an Interpretation of ARB No. 51."
FIN No. 46 requires certain variable interest entities to be consolidated by the
primary  beneficiary of the entity if the equity  investors in the entity do not
have the  characteristics  of a  controlling  financial  interest or do not have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional  subordinated  financial  support from other  parties.  FIN 46 became
effective  February 1, 2003 for variable interest entities created after January
31, 2003,  and July 31, 2003 for variable  interest  entities  created  prior to
February  1, 2003.  In  December  2003,  the FASB  issued a revised  FIN 46. The
revised standard,  FIN 46R,  modifies or clarifies various  provisions of FIN 46
and incorporates  many FASB Staff Positions  previously issued by the FASB. This
standard  replaces  the  original  FIN 46 that was issued in January  2003.  The
adoption  of  these  new  standards  did not  have an  impact  on the  Company's
financial position, results of operations or cash flows.


                                       28

<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                         NOTES TO CONSOLIDATED FINANCIAL
                             STATEMENTS - CONTINUED
     For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003


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

In  December  2003,  the  FASB  issued  a  revised  SFAS  No.  132,  "Employers'
Disclosures about Pensions and Other Postretirement  Benefits." The revised SFAS
No.  132  revised   employers'   disclosures   about  pension  plans  and  other
postretirement  benefit plans.  It did not change the measurement or recognition
of those plans  required by SFAS No. 87,  "Employers'  Accounting for Pensions,"
SFAS No. 88, "Employers'  Accounting for Settlements and Curtailments of Defined
Benefit  Pension  Plans  and  for  Termination  Benefits,"  and  SFAS  No.  106,
"Employers'  Accounting for  Postretirement  Benefits Other Than  Pensions." The
revised  SFAS No. 132  retains  the  disclosure  requirements  contained  in the
original  SFAS No.  132.  It  requires  additional  disclosures  to those in the
original  SFAS No.  132 about  the  assets,  obligations,  cash  flows,  and net
periodic benefit cost of defined benefit pension plans and other defined benefit
postretirement  plans.  The adoption of this new standard did not have an impact
on the Company's financial position, results of operations or cash flows.

In December 2003, the SEC released Staff  Accounting  Bulletin  ("SAB") 104. SAB
104 revises or rescinds  portions of the  interpretatative  guidance included in
SEC Topic 13, "Revenue Recognition," in order to make this interpretive guidance
consistent with current  authoritative  accounting and auditing guidance and SEC
rules and  regulations.  The  principal  revisions  relate to the  rescission of
material no longer  necessary  because of private  sector  developments  in U.S.
generally  accepted  accounting  principles.  SAB 104 also  rescinds the Revenue
Recognition  in Financial  Statements  Frequently  Asked  Questions  and Answers
document issued in conjunction with Topic 13. Selected portions of that document
have been  incorporated into Topic 13. The adoption of this new standard did not
have an impact on the  Company's  financial  position,  results of operations or
cash flows.

In May,  2004,  the FASB issued  Staff  Position  (FSP) 106-2,  "Accounting  and
Disclosure  Requirement Related to the Medicare  Prescription Drug,  Improvement
and  Modernization  Act  of  2003."  This  Position  provides  guidance  on  the
accounting,  disclosure,  effective date, and transition requirements related to
the Medicare  Prescription  Drug Improvement and  Modernization Act of 2003. The
adoption of this FSP had no impact on the Company's financial position,  results
of operation or cash flows.

In October,  2004,  the American Jobs Creation Act of 2004 (The Act) was enacted
into  law.  The FASB had  issued  Staff  Position  109-1  and  109-2 to  provide
accounting  and disclosure  guidance  relating to the enactment of this Act. The
Act allows for a tax deduction of up to 9% (when fully  phased-in) of the lesser
of qualified  production  activities income" or taxable income as defined in the
Act beginning in 2005.  The tax benefits of this  deduction are to be recognized
in the year in which they are  reported on the tax  return.  The Act also allows
for a special  one-time tax deductions of 85 percent of certain foreign earnings
that are repatriated to a US taxpayer,  provided  certain  criteria are met. The
Company has not completed its evaluation of the effects of the Act on its future
financial position.

In November 2004, The FASB issued SFAS No. 151,  "Inventory Cost or Amendment of
ARB No. 43, Chapter 4." This Statement  amends AR 13 No. 43, to clarify abnormal
amounts of facility expense,  freight, handling costs and wasted material should
be recognized in current-period  charges.  In addition,  this Statement requires
that allocation of fixed production overhead to the costs on conversion be based
on the normal capacity of the production facilities. This provision is effective
for inventory  costs incurred  during fiscal years after June 15, 2005. SAFS No.
151 is not  expected  to have an impact  on the  Company's  financial  position,
results of operations or cash flows.


                                       29

<PAGE>


In December 2004, the FASB revised its SFAS No. 123 (SFAS No. 123R), "Accounting
for Stock  Based  Compensation."  The  revision  established  standards  for the
accounting of transactions in which an entity  exchanges its equity  instruments
for  goods or  services  particularly  transaction  in which 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.  That cost is to be  recognized  over the period  during which the
employee  is required to proved  service in exchange  for the award.  Changes in
fair  value  during  the  requisite  service  period  are  to be  recognized  as
compensation  cost over that period.  In addition the revised  statement  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. The
provisions of the revised  statement  are  effective  for  financial  statements
issued for the first interim or annual reporting period beginning after June 15,
2005, with early adoption  encouraged.  The Company is currently  evaluating the
impact that this  statement  will have on its  financial  condition,  results of
operations or cash flows.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- An  Amendment  of APB Opinion No.  29." APB  Opinion No. 29,  "Accounting  For
Nonmonetary Transactions," is based on the opinion that exchanges of nonmonetary
assets should be measured based on the fair value of the assets exchanged.  SFAS
No.  153  amends  Opinion  No. 29 to  eliminate  the  exception  for  nonmentary
exchanges of similar  productive assets and replaces it with a general exception
for  exchanges  of  nonmonetary   assets  whose  results  are  not  expected  to
significantly change the future cash flows of the entity. The provisions of this
Statement  shall be effective for nonmonetary  asset exchanges  occurring in the
Company's fiscal year 2006. The adoption of SFAS No. 153 is not expected to have
a material impact on the Company's financial position,  results of operations or
cash flows.


Reclassifications
-----------------
Certain items included in prior years'  consolidated  financial  statements have
been reclassified to conform to current year presentation.


NOTE 2- CHANGE IN CASH FLOW PRESENTATION
----------------------------------------

During the year ended June 3, 2005, the Company changed its method of presenting
the statement of cash flows for operating  activities  from the indirect  method
(which   adjusts  net  income  to  remove  the  effects  of  noncash   operating
transactions)  to  the  direct  method  (which  shows  principal  components  of
operating   cash   receipts  and   payments).   This  change  has  been  applied
retroactively to the 2004 and 2003 statement of cash flows.


                                       30

<PAGE>


         GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003

NOTE 3 - CHANGE IN ACCOUNTING POLICY
------------------------------------


The Company  changed its accounting  policy in the fourth quarter of fiscal 2005
with regard to casualty insurance reserves. The effect of this accounting change
was to adopt this  policy as of the  beginning  of fiscal  2005 (May 29,  2004).
Previously,  casualty insurance reserves were calculated using the case reserves
method.  The  Company  changed  this  accounting  policy to the fully  developed
actuarial  method of estimating  insurance  reserves.  This change in accounting
policy was made to improve the  quality of the  accounting  estimate.  The fully
developed  method  reflects  future costs  inherent in the total  population  of
claims  including  claims  reported and IBNR  (incurred but not  reported).  The
estimate includes the recognition of inflation trends and the fact that injuries
may become  more  severe  over time.  The  cumulative  effect of this  change in
accounting  policy did not have a material  effect on the financial  statements.
The accounting  change also increased net income before the cumulative effect in
2005 by $240,028 ($.02) per share. The effect on income in 2004 and 2003 has not
been determined. Quarterly results for 2005 reflecting this change in accounting
are included in Note 16, Quarterly Results of Operations. Pro forma earnings per
share  amounts  for  previous  quarter,  assuming  the new  policy  was  applied
retroactively, are as follows:


<TABLE>
<CAPTION>
                                                              First         Second         Third
                                                            ----------  --------------  ------------
Basic earnings per share
<S>                                                        <C>         <C>             <C>
    Net income (loss) - as reported                        $    0.02   $            -  $      (0.04)
    Net income (loss) - pro forma                               0.01                -         (0.01)

Diluted earnings per share
    Net income (loss) - as reported                        $    0.02   $            -  $      (0.04)
    Net income (loss) - pro forma                               0.01                -         (0.01)


NOTE 4- NOTES RECEIVABLE
------------------------

Notes receivable as of June 3, 2005 and May 28, 2004 consist of the
 following:
                                                                                2005           2004
                                                                                ----           ----
    8% note, due in 120 monthly installments of $3,640
     through November 1, 2010, collateralized by property              $     193,836   $    220,823

    8% note, due in 360 monthly installments of $12,474
    through November 1, 2030, collateralized by property                   1,626,150      1,644,923
                                                                        -------------   ------------
                                                                           1,819,986      1,865,746
      Less current portion                                                    49,558         45,760
                                                                        -------------   ------------
                                                                       $   1,770,428   $  1,819,986
                                                                        =============   ============

      Maturities at Year End
                                                     2007           .  $      53,672
                                                     2008             .       58,126
                                                     2009             .       62,951
                                                     2010             .       68,176
                                                     2011             .       51,628
                                                Thereafter            .    1,475,875
</TABLE>


                                       31

<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
     For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003


NOTE 5 - PREPAID EXPENSES
-------------------------

At June 3, 2005 and May 28, 2004,  prepaid expenses consist of the
 following:

<TABLE>
<CAPTION>
                                                                            2005          2004
                                                                            ----          ----

<S>                                                                  <C>          <C>
 Prepaid slotting fees                                               $   421,198  $    376,295
 Other prepaid expenses                                                2,015,550     1,916,648
                                                                      -----------  ------------

                                                                     $ 2,436,748  $  2,292,943
                                                                      ===========  ============

NOTE 6 - OTHER ACCRUED EXPENSES
-------------------------------

At June 3, 2005 and May 28, 2004,  other accrued expenses consist of the
 following:

                                                                            2005          2004
                                                                            ----          ----

 Accrued payroll                                                     $   468,047  $    450,214
 Self insurance liability                                              1,931,800     1,969,332
 Accrued vacation                                                      1,410,187     1,463,539
 Other accrued expenses                                                  891,692       451,713
                                                                      -----------  ------------

                                                                     $ 4,701,726  $  4,334,798
                                                                      ===========  ============

NOTE 7- 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 June 3, 2005
was  $522,008 a rate of 6.00%.  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 8 - LONG-TERM LIABILITIES
------------------------------


  At June 3, 2005 and May 28, 2004, long-term debt consists of the
   following:
                                                                            2005          2004
                                                                            ----          ----
  Note payable - bank - payable in equal monthly installments
   of
  $65,108 including interest at the LIBOR index rate plus
   1.75%
  (4.84% at June 3, 2005) through September 30, 2007, secured
  by equipment                                                       $ 1,704,178  $    999,562

   Less: current portion                                                 690,332       477,980
                                                                      -----------  ------------

                                                                     $ 1,013,846  $    521,582
                                                                      ===========  ============
</TABLE>


                                       32

<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
     For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003


NOTE 8- LONG-TERM LIABILITIES - CONTINUED
-----------------------------------------


<TABLE>
<CAPTION>
  Maturities at June 3, 2005
                                                   2007                $     733,518
                                                   2008                      280,328

Other long-term obligations at June 3, 2005 and May 28, 2004 consist of the
 following:
                                                                                2005          2004
                                                                                ----          ----

<S>                                                                    <C>             <C>
   Salary continuation plan                                            $   1,839,797   $ 1,901,567
   Less current portion                                                     (103,912)      (95,948)
                                                                        -------------   -----------

                                                                       $   1,735,885   $ 1,805,619
                                                                        =============   ===========


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  $34,178,  $30,576 and $27,000 for fiscal 2005, 2004 and 2003,
respectively.


NOTE 9 - INCOME TAXES
---------------------

 At June 3, 2005, May 28, 2004 and May 30, 2003 the provision for income taxes consists of the
  following:

                                                                2005            2004          2003
                                                                ----            ----          ----
Current:
 Federal                                                  $  (55,620)  $     101,350   $  (320,635)
 State                                                        (6,890)         12,550       (40,342)
                                                           ----------   -------------   -----------

                                                             (62,510)        113,900      (360,977)
Deferred:
 Federal                                                     155,191         (27,859)        1,272
 State                                                        17,284          (2,392)          159
                                                           ----------   -------------   -----------

                                                             172,475         (30,251)        1,431
                                                           ----------   -------------   -----------

Total                                                     $  109,965   $      83,649   $  (359,546)
                                                           ==========   =============   ===========
</TABLE>


                                       33

<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
     For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003


NOTE 9- INCOME TAXES - CONTINUED
--------------------------------

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:


<TABLE>
<CAPTION>
                                                                 2005           2004           2003
                                                                 ----           ----           ----

<S>                                                       <C>           <C>            <C>
 Tax on income at statutory rates                         $    32,327   $     12,853   $   (437,685)
 (Decrease) increase resulting from:
  State income taxes, less Federal income tax effect           (4,547)         8,741        (26,894)
  Tax exempt interest                                          (1,142)        (1,388)        (1,356)
  Change in valuation allowance                                57,559         55,000        120,000
  Other - net                                                  25,768          8,443        (13,611)
                                                           -----------   ------------   ------------

   Total                                                  $   109,965   $     83,649   $   (359,546)
                                                           ===========   ============   ============

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


                                                                                2005           2004
                                                                                ----           ----
 Deferred tax assets
  Salary continuation plan                                              $    674,654   $    697,305
  Accrued vacation                                                           517,116        536,680
  Contribution carryforward                                                  383,657        229,588
  Inventory capitalization                                                    21,471         65,688
  Allowance for doubtful accounts                                             57,377         67,840
  Other accrued expenses                                                     164,241         86,582
                                                                         ------------   ------------

   Gross defered tax assets before valuation allowance                     1,818,516      1,683,683
   Less valuation allowance                                                 (232,559)      (175,000)
                                                                         ------------   ------------

 Total deferred tax assets                                                 1,585,957      1,508,683
                                                                         ------------   ------------

 Deferred tax
  liabilities
  Property and equipment                                                   1,805,605      1,572,325
  Prepaid expenses                                                           154,453        137,987
                                                                         ------------   ------------
 Total deferred tax liabilities                                            1,960,058      1,710,312
                                                                         ------------   ------------

   Net deferred tax liability                                           $   (374,101)  $   (201,629)
                                                                         ============   ============
</TABLE>


                                       34

<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
     For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003


NOTE 10- 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 percent  of the  participants'
compensation.  The annual contributions to the plans are determined by the Board
of Directors.  Total plan expenses for the years ended June 3, 2005, and May 28,
2004 and May 30, 2003 were $129,529, $94,683, and $231,332, 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.  The Employee Stock Ownership Plan expenses for the
years  ended  June 3,  2005,  May 28,  2004 and May 30,  2003  were  $-0-.  Each
participant's account is credited with an allocation of shares acquired with the
Company's  annual   contributions,   dividends   received  on  ESOP  shares  and
forfeitures of terminated participants' nonvested accounts.

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 such  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:


<TABLE>
<CAPTION>
                                                                          2005           2004
                                                                          ----           ----

<S>                                                                 <C>          <C>
  Accrued Salary Continuation Plan - beginning of year              $1,901,567   $  1,959,586

  Benefits Accrued                                                      34,178         30,576

  Benefits Paid                                                        (95,948)       (88,595)
                                                                     ----------   ------------

  Accrued Salary Continuation Plan - end of year                    $1,839,797   $  1,901,567
                                                                     ==========   ============
</TABLE>


NOTE 11 - 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 the 2005, 2004, and 2003 are exercisable.

The 1996 Plan  provides for the granting of Incentive  Stock  Options as defined
under the Internal Revenue Code. Under the Plan,  grants may be made to selected
officers and employees,  of incentive stock option 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.


                                       35

<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
         For the Years Ended June 3, 2005, May 28, 2004 and May 30, 2003


NOTE 11 - 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:



<TABLE>
<CAPTION>
Shares Under Option                  2005                   2004                   2003
                             --------------------- ----------------------  ---------------------
                                         Weighted               Weighted               Weighted
                                          Average               Average                Average
                                         Exercise               Exercise               Exercise
                              Shares      Price      Shares      Price      Shares      Price
                             ---------  ---------- ----------  ----------  ---------  ----------
<S>                           <C>      <C>           <C>      <C>            <C>     <C>
Outstanding - beginning of
 year                         369,000  $     3.78    369,000  $     3.78     40,000  $     3.50
 Granted                            -           -          -           -    330,000        3.81
 Exercised                          -           -          -           -     (1,000)       3.81
 Forfeited                          -           -          -           -          -           -
 Cancelled                          -           -          -           -          -           -
                             ---------  ---------- ----------  ----------  ---------  ----------

Outstanding - end of year     369,000  $     3.78    369,000  $     3.78    369,000  $     3.78
                             =========  ========== ==========  ==========  =========  ==========
</TABLE>


Pro forma  information  regarding net income and earnings per share is presented
as if the Company had accounted  for its employees  stock options under the fair
value  method.  The per share  weighted  average fair value of the stock options
granted  during  fiscal  2002 was  $.25.  The fair  value of these  options  was
estimated at the date of grant using the Black-Scholes option pricing model with
the  following  weighted  average  assumptions:  risk-free  interest  rate  5.05
percent;  dividend  yield 6.56  percent;  expected  option life of 5 years;  and
expected volatility of 15 percent. No options were granted during 2005 or 2004.

The Black-Scholes  options pricing model was developed for use in estimating the
fair value of traded  options which have no vesting  restrictions  and are fully
transferable.  In addition,  option valuation models require the input of highly
subjective  assumptions  including the expected stock price volatility.  Because
the  Company's  employee  stock  options  have   characteristics   significantly
different from those of traded  options,  and because  changes in the subjective
input  assumptions  can materially  affect an option's fair value  estimate,  in
management's  opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of it employee stock options.


                                       36

<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
     For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003


NOTE 12 - 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".  Options to purchase  369,000  shares of common
stock at June 3, 2005 and May 28, 2004 were not included in the  computation  of
diluted earnings per share because the options' exercise price were greater than
the average market price of the common shares and,  therefore,  the effect would
be antidulutive.  The following reconciles the information used to compute basic
and diluted earnings per share:



<TABLE>
<CAPTION>
                                                                Average Common Stock Shares
                                                         -----------------------------------------

                                                                 2005           2004         2003
                                                          ------------  -------------  -----------

<S>                                                        <C>            <C>          <C>
 Basic weighted average shares outstanding                 11,846,419     11,879,891   11,883,305
 Effect of options                                                  -              -            -
                                                          ------------  -------------  -----------

 Diluted shares                                            11,846,419     11,879,891   11,883,305
                                                          ============  =============  ===========
</TABLE>


NOTE 13 - 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  instrument,
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 June 3, 2005 and May 28,
2004 the  aggregate  fair  value was  approximately  $2,364,641  and  $2,437,778
compared to a carrying amount of $1,819,986 and $1,865,746, respectively.


                                       37

<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
     For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003


NOTE 13 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS -CONTINUED
--------------------------------------------------------------------------

The interest  rate on the Company's  long-term  debt is reset monthly to reflect
the 30 day  LIBOR  rate.  Consequently,  the  carrying  value of the  bank  debt
approximates fair value.

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 14 - COMMITMENTS AND CONTINGENCIES
---------------------------------------

Rental expense was $316,724 in 2005,  $493,028 in 2004, and $498,031 in 2003. At
June 3, 2005,  the Company was not  obligated  under any  significant  operating
leases.

The  Company  leases its  airplane  to a major  shareholder  of the  Company for
approximately  $20,000 per month.  The lease  provides for their personal use of
the  airplane  for up to 100 flight hours per year and is for a term of one year
with automatic renewal at the option of either party.

The  Company had letters of credit in the amount of  $2,213,446  outstanding  at
June 3, 2005 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 entered into a five-year term product purchase commitment during the
year ending June 1, 2001 with a supplier.  Under the terms of the  agreement the
minimum purchase  quantity and the unit purchase price were fixed resulting in a
minimum first year commitment of approximately $2,171,000. After the first year,
the  minimum  purchase  quantity  was  fixed  and the  purchase  unit  price was
negotiable,  based on current  market.  Subsequently,  in  September  2002,  the
product  purchase  agreement  was  amended  to fix the  purchase  unit price and
establish  specific  annual  quantities.  As  of  June  3,  2005  the  Company's
outstanding purchase commitments were as follows:


                     Years ending                               Amount
                                                             -----------

                       2006                                 $   605,000

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


                                       38

<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
     For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003


NOTE 15 -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's  notes  receivable  require  collateral  and buyer  investment and
managment believes they are well secured.


NOTE 16 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
-----------------------------------------------------

The following is a summary of the unaudited  quarterly  results of operations of
the years ended June 3, 2005 and May 28, 2004.


                                                                   Per Share
                                                    Net (Loss)    Net (Loss)
                                     Net Sales       Income          Income
                                  --------------- ------------   -------------

 Quarter
 -------
 2005
 ----
      First                        $  24,766,426   $   65,737   $        0.01
      Second                          24,851,760       47,151               -
      Third                           27,012,648     (136,754)          (0.01)
      Fourth                          26,513,145        8,942               -
                                    -------------   ----------   -------------
           For the year            $ 103,143,979   $  (14,924)  $           -
                                    =============   ==========   =============

 2004
 ----
      First                        $  24,580,778   $  431,692   $        0.04
      Second                          23,296,981     (196,021)          (0.02)
      Third                           24,102,358     (606,028)          (0.05)
      Fourth                          25,603,376      324,511            0.03
                                    -------------   ----------   -------------
           For the year            $  97,583,493   $  (45,846)  $           -
                                    =============   ==========   =============

Quarterly net income  amounts for 2005 have been adjusted from amounts  reported
in the Company's 10-Q's to reflect the change in accounting discussed in Note 3.


                                       39

<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
     For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003


NOTE 17 - SUPPLEMENTARY STATEMENT OF INCOME INFORMATION
-------------------------------------------------------

The  following  tabulation  gives  certain  supplementary  statement  of  income
information for continuing  operations for the years ended June 3, 2005, May 28,
2004, and May 30, 2003:

                                            2005          2004           2003
                                            ----          ----           ----

Maintenance and repairs              $   6,036,556  $  5,914,221   $  5,625,851
Depreciation                             2,267,718     2,346,880      2,490,329
Payroll taxes                            2,379,888     2,241,443      2,337,330
Advertising costs                        6,000,563     5,115,582      5,953,137

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.


                                       40

<PAGE>


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

Not Applicable.

ITEM 9A. - CONTROLS AND PROCEDURES

     The Company  performed an evaluation,  under the  supervision  and with the
participation  of  the  Company's  management,  including  the  Company's  Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
design and operation of the Company's  disclosure  controls and procedures as of
the end of the fiscal year ended June 3, 2005. Based upon that  evaluation,  the
Chief Executive Officer and Chief Financial Officer concluded that as of the end
of the fiscal year ended June 3, 2005,  the  Company's  disclosure  controls and
procedures were effective to ensure that information required to be disclosed in
reports that the Company files or submits under the  Securities and Exchange Act
of 1934 is recorded,  processed,  summarized  and reported  within the specified
time periods.


ITEM 9B. - OTHER INFORMATION

Not Applicable.
                                    PART III

ITEM 10. - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     With the exception of  information  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  entitled  "Election  of  Directors,"   "Additional
Information  Concerning the Board of  Directors,"  "Executive  Compensation  and
Other  Information"  and "Code of Conduct  and  Ethics" of the  Company's  Proxy
Statement for the 2005 Annual Meeting of  Stockholders  to be held September 22,
2005.


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 2005 Annual Meeting of Stockholders to be held
September  22,  2005.  See  Item 5 of  this  Annual  Report  on  Form  10-K  for
information concerning the Company's equity compensation plans.

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 2005 Annual Meeting of Stockholders to be
held September 22, 2005.


                                       41

<PAGE>


ITEM 13. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    The  information  required by this item is  incorporated by reference to the
section entitled "Certain Transactions" of the Company's Proxy Statement for the
2005 Annual Meeting of Stockholders to be held September 22, 2005.

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 2005 Annual Meeting of Stockholders to be held September 22, 2005.

     Prior to  September  29, 2005,  the Company  will file a  definitive  Proxy
Statement with the Securities and Exchange Commission pursuant to Regulation 14A
which involves the election of directors.


                                       42

<PAGE>


                                     PART IV

                   ITEM 15.- EXHIBITS AND FINANCIAL STATEMENT
                                    SCHEDULES

  (a) 1. and 2. LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

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

Consolidated Balance Sheets - June 3, 2005 and May 28, 2004

Consolidated  Statements of Operations-  Years ended June 3, 2005, May 28, 2004,
and May 30, 2003

Consolidated  Statements of Changes in Stockholders' Equity- Years ended June 3,
2005, May 28, 2004 and May 30, 2003

Consolidated  Statements of Cash Flows- Years ended June 3, 2005,  May 28, 2004,
and May 30, 2003

Notes to Consolidated Financial Statements

The following  consolidated financial statements schedule is included in Item 16
(d):

Schedule II- Valuation and Qualifying Accounts

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.

Section 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).


                                       43

<PAGE>


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).

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            Lease of Aircraft  executed by and  between  Golden  Flake Snack
                Foods,  Inc., a wholly-owned  subsidiary of Golden  Enterprises,
                Inc., and Sloan Y. Bashinsky,  Sr. (incorporated by reference as
                Exhibit 10.1 to Golden Enterprises,  Inc. May 31, 1999 Form 10-K
                filed with the Commission).

10.8            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).


                                       44

<PAGE>


10.9            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).

10.10           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).

10.11           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).

10.12           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).

10.13           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).

10.14           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).

10.15           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).

(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).

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)

(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.

(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.


                                       45

<PAGE>


(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.


                                       46

<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 29, 2005
--------------------                                             ---------------
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 29, 2005
--------------------------
John  S. Stein


/s/Mark W. McCutcheon        Chief Executive                     August 29, 2005
--------------------------   Officer, President and Director
Mark W. McCutcheon


/s/Patty Townsend            Vice President, Secretary and       August 29, 2005
--------------------------   Principal Financial Officer
Patty Townsend


/s/F. Wayne Pate             Director                            August 29, 2005
--------------------------
F. Wayne Pate


/s/Edward R. Pascoe          Director                            August 29, 2005
--------------------------
Edward R. Pascoe


/s/John P. McKleroy, Jr.     Director                            August 29, 2005
--------------------------
John P. McKleroy, Jr.


                             Director                            August 29, 2005
--------------------------
James I. Rotenstreich


/s/John S.P. Samford         Director                            August 29, 2005
--------------------------
John S.P. Samford


/s/J. Wallace Nall, Jr.      Director                            August 29, 2005
--------------------------
J. Wallace Nall, Jr.


/s/Joann F. Bashinsky        Director                            August 29, 2005
--------------------------
Joann F. Bashinsky


                                       47

<PAGE>


                                   SCHEDULE II


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

                        VALUATION AND QUALIFYING ACCOUNTS

     For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003



<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>                 <C>               <C>
Year ended May 30, 2003                           $196,100           $224,722            $224,722          $196,100
                                                ==============     ==============     ===============    =============

Year ended May 28, 2004                           $196,100           $131,771            $142,871          $185,000
                                                ==============     ==============     ===============    =============

Year ended June 3, 2005                           $185,000           $174,455            $202,988          $156,467
                                                ==============     ==============     ===============    =============
</TABLE>


                                       48

<PAGE>


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



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).  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).


                                       49

<PAGE>

                                                                            Page
                                                                            ----

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    Lease of Aircraft  executed by and between  Golden Flake Snack
        Foods, Inc., a wholly-owned  subsidiary of Golden Enterprises,
        Inc., and Sloan Y. Bashinsky,  Sr.  (incorporated by reference
        as Exhibit 10.1 to Golden Enterprises,  Inc. May 31, 1999 Form
        10-K filed with the Commission).

10.8    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).

10.9    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).

10.10   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).

10.11   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).

10.12   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).

10.13   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).

10.14   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).


                                  50

<PAGE>


                                                                            Page
                                                                            ----

10.15   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).

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        52
        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.

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        54
        302 of the Sarbanes-Oxley Act of 2002.

31.2    Certification  of Chief Financial  Officer pursuant to Section        55
        302 of the Sarbanes-Oxley Act of 2002.

32.1    Certification  of Chief Executive  Officer pursuant to Section        56
        906 of the Sarbanes-Oxley Act of 2002.

32.2    Certification  of Chief Financial  Officer pursuant to Section        57
        906 of the  Sarbanes-Oxley  Act  of  2002.

99.1    A copy of excerpts of the Last Will and Testament and Codicils        58
        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.


                                  51