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

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 1997

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.)

     Suite 212, 2101 Magnolia Avenue, South
              Birmingham, Alabama                         35205
     ----------------------------------------            ---------
     (Address of Principal Executive Offices)            (Zip Code)

Registrant's Telephone Number including area code (205) 326-6101

   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.    [  ]

    State the aggregate market value of the voting stock held by
non-affiliates of the registrant as of August 7, 1997.

        Common Stock, Par Value $0.66  2/3 -- $34,311,015

    Indicate the number of shares outstanding of each of the
Registrant's Classes of Common Stock, as of August 7, 1997.

              Class                       Outstanding at August 7, 1997
---------------------------------         -----------------------------
Common Stock, Par Value $0.66 2/3                12,205,950 shares

               DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the Annual Proxy Statement for the year ended May
31, 1997 are incorporated by reference into Part III.


                        TABLE OF CONTENTS

                 FORM 10-K ANNUAL REPORT -- 1997
                    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                                       6

PART II     

     Item  5.  Market for Registrant's Common Equity
                 and Related Stockholder Matters                      7
     Item  6.  Selected Financial Data                                8
     Item  7.  Management's Discussion and Analysis of 
               Financial Condition and Results of Operation           9
     Item  8.  Financial Statements and Supplementary Data           11
     Item  9.  Changes in and Disagreements with Accountants
                 on Accounting and Financial Disclosure              27

PART III

     Item 10.  Directors and Executive Officers of the 
                 Registrant                                          27
     Item 11.  Executive Compensation                                27
     Item 12.  Security Ownership of Certain Beneficial
                 Owners and Management                               27
     Item 13.  Certain Relationships and Related 
                 Transactions                                        27
 
PART IV

     Item 14.  Exhibits, Financial Statement Schedules,
                 and Reports on Form 8-K                             28



                             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 25, 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, pretzels,
fried pork skins, baked and fried cheese curls, peanut butter
crackers, cheese crackers, onion rings and buttered and cheese
popcorn. These products are all packaged in cellophane bags or
other suitable wrapping material. Golden Flake also sells a line of
cakes and cookie items, canned dips, 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 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 Indiana. The products are distributed by approximately
586 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 999 company owned vehicles to support the
route sales system, including 41 tractors and 77 trailers for long
haul delivery to the various company warehouses located throughout
its distribution areas, 794 store delivery vehicles and 87 cars and
miscellaneous vehicles. Golden Flake also leases 30 trailers.

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 is 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 1,470 employees.
Approximately 810 employees are involved in route sales and sales
supervision, approximately 510 are in production and production
supervision, and approximately 150 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.

Environmental Matters

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

Recent Developments

     Since the beginning of its last fiscal year, no significant
change has occurred in the kinds of products manufactured or in the
markets or methods of distribution, and no material changes or
developments have occurred in the business done and intended to be
done by  Golden Flake.

                Executive Officers Of Registrant
                       And Its Subsidiary

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

John S. Stein, 60        Mr. Stein is Chairman of the Board,
                         President and Chief Executive Officer of
                         the Company. He was elected Chairman on
                         June 1, 1996 and has served as Chief
                         Executive Officer since June 1, 1991 and
                         as President of the Company since 1985.
                         Mr. Stein served as President of Golden
                         Flake Snack Foods, Inc. from 1976 to
                         September 20, 1991. Mr. Stein has been
                         employed with the Company and its
                         subsidiaries since 1961. Mr. Stein is
                         elected Chairman, President and Chief
                         Executive Officer annually, and his
                         present term will expire on May 31, 1998.

F. Wayne Pate, 62        Mr. Pate is President of Golden Flake
                         Snack Foods, Inc., a wholly-owned
                         subsidiary of the Company. He was elected
                         President on September 20, 1991, and has
                         been employed by Golden Flake since 1968.
                         During his employment, he has served as
                         Vice President of Research and
                         Development, Vice President of
                         Manufacturing and Executive Vice
                         President of Manufacturing and Sales. Mr.
                         Pate is elected President annually, and
                         his present term will expire on May 31,
                         1998.

John H. Shannon, 60      Mr. Shannon has been employed with the
                         Company since 1962. He was elected
                         Controller in 1976, Secretary in 1978 and
                         Vice-President in 1979, and has served in
                         these capacities since then. Mr. Shannon
                         is elected to his positions on an annual
                         basis, and his present term of office
                         will expire on May 31, 1998.


                      ITEM 2. -- PROPERTIES

     The office headquarters of the Company are located at Suite
212, 2101 Magnolia Avenue South, Birmingham, Alabama 35205. The
Company occupies approximately 1300 square feet of office space
under lease. The properties of the subsidiary are described below.


                          Golden Flake

Manufacturing Plants and Office Headquarters

     The main plant and office headquarters of Golden Flake are
located at One Golden Flake Drive, Birmingham, Alabama, and are
situated on approximately 23 acres of land which is serviced by a
railroad spur track. This facility consists of 6 buildings which
have a total of approximately 300,000 square feet of floor area.
The plant manufactures a full line of Golden Flake products. Golden
Flake maintains a garage and vehicle maintenance service center
from which it services, maintains, repairs and rebuilds its fleet
and delivery trucks. Golden Flake has adequate employee and fleet
parking.

     Golden Flake owns approximately 17 acres of undeveloped real
estate which is adjacent to its main plant and office headquarters
in Birmingham. 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 has a manufacturing plant in Nashville,
Tennessee, which is located at 2930 Kraft Drive. The building is of
masonry construction and has approximately 70,000 square feet of
floor space. This facility is serviced by a railroad spur track.
Golden Flake manufactures potato chips, baked tortilla chips and
pretzels at this plant. The Company also owns 2 acres of land
across the street from its Nashville plant which is presently used
for parking. 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 and is located on a
56-acre site on Silver Springs Boulevard. The Company manufactures
corn chips, tortilla chips and potato chips from this facility.
This manufacturing plant, with allowance for future expansion, will
use approximately 27 acres of the 56-acre site. The remaining 29
acres are undeveloped and are readily available for future use for
commercial and/or light industrial development. Plans for the
utilization of this property have not been finalized.

     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 Montgomery, 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, Forest Park and Macon, Georgia; Jacksonville,
Panama City, Clearwater, Tampa, Orlando, Tallahassee and Pensacola,
Florida; Baton Rouge and New Orleans, Louisiana; Louisville,
Kentucky 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 999 vehicles which includes 794
route trucks, 41 tractors, 77 trailers and 87 cars and
miscellaneous vehicles. There are no liens or encumbrances on
Golden Flake's vehicle fleet. Golden Flake also leases 30 trailers
and 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.

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

     Not Applicable.
                             PART II

          ITEM 5. -- MARKET FOR REGISTRANT'S COMMON EQUITY
                 AND RELATED STOCKHOLDER MATTERS


GOLDEN ENTERPRISES, INC. AND SUBSIDIARIES

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 sales prices for the common
stock during each quarter of the fiscal years ended May 31, 1997
and 1996 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.

                                   Market Price      Dividends Paid
   Quarter                      High         Low        Per share
   -------                      ----         ---     --------------
Fiscal 1997

  First                         $9 3/4     $7 7/16      $.11 3/4
  Second                         8          7 1/4        .12
  Third                          8 1/8      7 1/4        .12
  Fourth                         8          6 7/8        .12

Fiscal 1996

  First                         $7 1/2     $6 3/4       $.11 1/2
  Second                         9 3/4      7            .11 3/4
  Third                          9 1/8      7 3/4        .11 3/4
  Fourth                         9 3/4      7 1/2        .11 3/4

     As of August 7, 1997, there were approximately 1,800 record
holders of common stock.



               ITEM 6. -- SELECTED FINANCIAL DATA


<TABLE>

GOLDEN ENTERPRISES, INC. AND SUBSIDIARIES

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

<CAPTION>
                                                               Year Ended May 31,
                                     ---------------------------------------------------------------------
                                       1997           1996           1995            1994           1993
                                     --------       --------       --------        --------       --------
Operations
Net sales and other 
<S>                                  <C>            <C>            <C>             <C>            <C>
  operating income                   $138,427       $127,150       $128,771        $126,462       $130,070
Investment income                         286            675            674             438            459
                                     --------       --------       --------        --------       --------
        Total revenues                138,713        127,825        129,445         126,900        130,529

Cost of sales                          63,548         57,331         56,285          55,114         55,110
Selling, general and 
  administrative expenses              69,845         65,419         64,863          67,143         67,521
Interest                                    0              0              0               0              3
Income before income taxes              5,320          5,075          8,297           4,643          7,895
Federal and state income taxes          1,832          1,700          3,146           1,662          2,943
Income from continuing operations       3,488          3,375          5,151           2,981          4,952

Discontinued operations:
  Income from operations of 
    discontinued business net 
    of related income taxes                 0              0              3              92             29

Net income                              3,488          3,375          5,154           3,073          4,981

Financial data
Depreciation and amortization        $  2,853       $  2,486       $  2,856        $  3,377       $  3,893
Capital expenditures, net of 
  disposals                             3,611          6,216          1,366             741          1,840
Working capital                        15,887         19,053         25,788          26,212         27,402
Long-term debt                          1,049            823            599             479            287
Stockholders' equity                   38,253         40,582         43,490          45,628         49,084
Total assets                           49,569         48,846         52,012          54,347         57,771

Common stock data
Income from continuing 
  operations                        $     .29      $     .28      $     .42       $     .24      $     .40
Net income                                .29            .28            .42             .25            .40
Dividends                                 .48            .47            .46             .45            .44
Book value                               3.13           3.32           3.55            3.65           3.90
Price range (high & low bid)      9 3/4-6 7/8    9 3/4-6 3/4        8-6 3/4     8 3/4-7 1/8   10 1/4-7 1/2

Financial statistics
Current ratio                            2.90           4.37           5.26            5.25           5.48
Net income as percent of total 
  revenues from continuing 
  operations                              2.5%           2.6%           4.0%           2.4%           3.8%
Net income as percent of stockholders'
  equity (a)                              8.8%          8.0%           11.6%           6.5%          10.0%

Other data
Weighted average common shares
  outstanding                      12,205,950     12,243,283     12,376,769     12,540,809     12,595,896
Common shares outstanding at 
  year-end                         12,205,950     12,205,950     12,261,950     12,496,446     12,600,403
Approximate number of 
  stockholders                          1,800          1,800          1,800          1,900          2,000

<FN>

(a) Average amounts at beginning and end of fiscal year.

</FN>
</TABLE>

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

GOLDEN ENTERPRISES, INC. AND SUBSIDIARIES

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

Liquidity and Capital Resources

     Working capital was $15.9 million at May 31, 1997 compared to
$19.1 million at May 31, 1996. Net cash provided by operations
amounted to $6.2 million in fiscal year 1997, $5.2 million in 1996,
and $6.6 million in 1995. An additional $3.3 million in cash was
provided this year by a net decrease in investment securities
compared to $6.5 million in 1996, and in 1995 there was a usage of
$0.3 million in cash to increase investment securities. In fiscal
year 1995, $2.1 million in cash was received from the sale of the
Company's fastener division.

     Additions to property, plant and equipment, net of disposals,
were $3.6 million, $6.2 million, and $1.4 million in fiscal years
1997, 1996, and 1995, respectively, and are expected to be about
$3.4 million in 1998.

     Cash dividends of $5.8 million were paid during fiscal years
1997, and $5.7 million was paid in 1996 and 1995.

     No cash was used to purchase treasury shares during fiscal
1997 while $0.5 million and $1.9 million was used for this purpose
in 1996 and 1995, respectively.

     Long-term liabilities as a percentage of total capitalization
was 2.5% at May 31, 1997. The Company's current ratio at the year
end was 2.90 to 1.00.
     
Operating Results

     Net sales and other operating income increased by 8.9% in
fiscal year 1997, decreased by 1.3% in 1996, and increased by 1.8%
in 1995. There was a significant improvement in sales for fiscal
year 1997 due to expansion into new products and market areas
following essentially flat sales for the previous three years.

     The Company's investment income as a percentage of income
before taxes was 5.4% in 1997, 13.3% in 1996, and 8.1% in 1995.
Investment income has dropped because of the decrease in investment
securities which were sold to finance the capital expenditures for
the development of new Low-Fat and No-Fat snack food products over
the past two years.

     Cost of sales was 46.1% of net sales in 1997, 45.3%  in 1996,
and 43.9% in 1995. Raw material and packaging material costs have
been  high for the past two years.

     Selling, general and administrative expenses were 50.7% of
sales in 1997, 51.7% in 1996, and 50.6% in 1995. The improvement in
this percentage for 1997 was due to the increase in sales with very
little increase in advertising expense. The increase in this
percentage for 1996 was primarily due to increased advertising
expense and the drop in sales.

Inflation

     Certain costs and expenses of the Company are affected
adversely by inflation, and the Company's prices for its products
over the last seven 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.

Environmental Matters

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

     ITEM 8. -- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The consolidated financial statements of the registrant and
its subsidiaries for the year ended May 31, 1997, consisting of the
following, are contained herein:

Consolidated Balance Sheets -- May 31, 1997 and 1996

Consolidated Statements of Income -- Years ended May 31, 1997, 1996 and 1995

Consolidated Statements of Cash Flows -- Years ended May 31, 1997, 1996 
  and 1995

Consolidated Statements of Changes in Stockholders' Equity -- Years ended 
  May 31, 1997, 1996 and 1995

Notes to Consolidated Financial Statements -- Years ended May 31, 1997, 
  1996 and 1995

Quarterly Results of Operations -- Years ended May 31, 1997 and 1996

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 subsidiaries as of May 31, 1997 and
1996, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the three years in
the period ended May 31, 1997. These consolidated financial
statements and schedules referred to below are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and schedules
based on our audits.

     We conducted our audits in accordance with generally accepted
auditing standards. 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 subsidiaries as
of May 31, 1997 and 1996, and the consolidated results of their
operations and their cash flows for each of the three years in the
period ended May 31, 1997, in conformity with generally accepted
accounting principles.

     Our audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The schedules
listed in item 14(a) 2 are presented for purposes of complying with
the Securities and Exchange Commission's rules and are not part of
the basic financial statements. These schedules for the years ended
May 31, 1997, 1996, and 1995, have been subjected to the auditing
procedures applied in the audit of the basic financial statements
and, in our opinion, fairly state in all material respects the
financial data required to be set forth therein in relation to the
basic financial statements taken as a whole.

Birmingham, Alabama
July 7, 1997                      DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP


<TABLE>

GOLDEN ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

May 31, 1997 and 1996

ASSETS

<CAPTION>
                                                      1997            1996
                                                  -----------     -----------
Current Assets:
  <S>                                             <C>             <C>
  Cash and cash equivalents                       $   670,974     $   227,173
  Investment securities available-for-sale          4,012,813       7,260,285

Receivables:
  Trade accounts                                   11,433,301       9,839,209
  Other                                               555,166         305,394
                                                  -----------     -----------
                                                   11,988,467      10,144,603
  Less: Allowance for doubtful accounts                10,000          10,000
                                                  -----------     -----------
                                                   11,978,467      10,134,603
                                                  -----------     -----------
Inventories:
  Raw materials                                     2,495,815       2,191,788
  Finished goods                                    2,901,025       2,580,584
                                                  -----------     -----------
                                                    5,396,840       4,772,372
                                                  -----------     -----------
Prepaid expenses                                    2,200,582       2,305,346
                                                  -----------     -----------
        Total current assets                       24,259,676      24,699,779
                                                  -----------     -----------
Property, plant and equipment:
  Land                                              3,831,179       3,840,429
  Buildings                                        19,278,356      18,989,934
  Machinery and equipment                          39,271,564      36,939,067
  Transportation equipment                         17,138,701      16,697,460
                                                  -----------     -----------
                                                   79,519,800      76,466,890
  Less: Accumulated depreciation                   57,029,496      54,734,381
                                                  -----------     -----------
                                                   22,490,304      21,732,509
                                                  -----------     -----------

Other Assets                                        2,818,918       2,413,938
                                                  -----------     -----------
        Total                                     $49,568,898     $48,846,226
                                                  ===========     ===========

<FN>

See Accompanying Notes to Consolidated Financial Statements.

</FN>
</TABLE>


<TABLE>

LIABILITIES AND STOCKHOLDERS' EQUITY

<CAPTION>
                                                      1997            1996
                                                  -----------     -----------
Current Liabilities:
  <S>                                             <C>             <C>
  Accounts payable                                $ 6,621,083     $ 4,038,743
  Accrued income taxes                                233,605          --    
  Other accrued expenses                            1,261,035       1,318,263
  Deferred income taxes                               257,435         289,973
                                                  -----------     -----------
        Total current liabilities                   8,373,158       5,646,979
                                                  -----------     -----------



Long-term liabilities                               1,049,175         823,227
                                                  -----------     -----------


Deferred income taxes                               1,893,772       1,794,093
                                                  -----------     -----------


Commitments and Contingencies                          --              --    




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                        6,499,554       6,499,554
  Retained earnings                                31,830,204      34,170,713
  Treasury shares -- at cost (1,622,843 shares 
    in 1997 and 1996)                              (9,301,533)     (9,301,533)
  Unrealized gains (losses) on securities 
    available-for-sale, net of deferred 
    income taxes                                        5,373          (6,002)
                                                  -----------     -----------
        Total stockholders' equity                 38,252,793      40,581,927
                                                  -----------     -----------
        Total                                     $49,568,898     $48,846,226
                                                  ===========     ===========

</TABLE>

<TABLE>

GOLDEN ENTERPRISES, INC. AND SUBSIDIAIRES

CONSOLIDATED STATEMENTS OF INCOME

Years ended May 31, 1997, 1996 and 1995

<CAPTION>
                                             1997             1996             1995
                                         ------------     ------------     ------------
Revenues:
  <S>                                    <C>              <C>              <C>
  Net sales                              $137,744,137     $126,557,610     $128,144,977
  Other income, including gain 
    on sale of property and equipment
    of $397,772 in 1997, $326,797 in 
    1996, and $457,385 in 1995                682,601          592,134          626,202
  Net investment income                       286,644          675,091          674,227
                                         ------------     ------------     ------------
        Total revenues                    138,713,382      127,824,835      129,445,406

Costs and expenses:
  Cost of sales                            63,548,396       57,330,989       56,285,331
  Selling, general and administrative
    expenses                               69,288,269       64,846,206       64,240,117
  Contributions to employee 401(k) 
    profit-sharing and employee stock 
    ownership plans                           556,882          572,406          622,486
                                         ------------     ------------     ------------
      Total costs and expenses            133,393,547      122,749,601      121,147,934
                                         ------------     ------------     ------------
        Income from continuing
          operations before income
          taxes                             5,319,835        5,075,234        8,297,472
                                         ------------     ------------     ------------
Provision for income taxes:
  Currently payable:
    Federal                                 1,519,000        1,475,000        2,856,000
    State                                     252,000          255,000          440,000
  Deferred taxes                               61,000          (30,000)        (150,000)
                                         ------------      -----------     ------------
      Total provision for income taxes      1,832,000        1,700,000        3,146,000
                                         ------------      -----------     ------------
  Income from continuing operations         3,487,835        3,375,234        5,151,472

Discontinued Operations:
  Income from operations of 
    discontinued business,
    net of related income taxes                --               --                2,490
  Gain on disposal of discontinued 
    business                                   --               --                  252
                                         ------------     ------------     ------------
        Net income                       $  3,487,835     $  3,375,234     $  5,154,214
                                         ============     ============     ============

Per share of common stock:
  Income from continuing operations      $    .29         $    .28         $    .42
  Income from operations of 
    discontinued business                      --               --               --
                                         ------------     ------------     ------------
        Net income                       $    .29         $    .28         $    .42
                                         ============     ============     ============

<FN>

See Accompanying Notes to Consolidated Financial Statements.

</FN>
</TABLE>

<TABLE>

GOLDEN ENTERPRISES, INC. AND SUBSIDIAIRES


CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended May 31, 1997, 1996 and 1995

<CAPTION>
                                                              1997             1996             1995
                                                        -------------    -------------     ------------
Cash flows from operating activities:
  <S>                                                   <C>               <C>               <C>
  Net income                                             $  3,487,835     $   3,375,234     $  5,154,214
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization                         2,853,024         2,485,533        2,856,445
      Compensation related to stock plan                       --                --                3,509
      Salary continuation benefits                            225,948           224,305          120,396
      Deferred income taxes                                    61,000       (    30,000)     (   150,000)
      Gain on sale of property and equipment              (   397,772)      (   326,797)     (   457,385)
      Donation of property                                     --               134,000           --    
      Gain on disposal of discontinued business                --                --          (       252)
      Income from operations of discontinued business          --                --          (     2,490)
      Dividends received from discontinued business            --                --               53,375
  Changes in operating assets and liabilities:
      (Increase) decrease in accounts receivable          ( 1,843,864)          735,096      (   756,811) 
      (Increase) in inventories                           (   624,468)      (   217,526)     (   303,593)
      Decrease (increase) in prepaid expenses                 104,764       (   336,495)     (     1,291)
      (Increase) in other assets -- long-term             (   404,980)      (   383,704)     (   276,622)
      Increase (decrease) in accounts payable               2,582,340       (   285,889)         279,375
      Increase (decrease) in accrued income taxes             233,605       (   135,217)         135,217
      (Decrease) increase in accrued expenses             (    57,228)           11,214      (    73,075)
                                                         ------------      ------------     ------------
        Net cash provided by operating activities           6,220,204         5,249,754        6,581,012
                                                         ------------      ------------     ------------
Cash flows from investing activities:
  Purchase of property, plant and equipment               ( 3,636,960)      ( 6,293,499)     ( 1,477,321)
  Proceeds from sale of property, plant and equipment         423,656           404,742          568,727
  Net proceeds from disposal of discontinued business          --                --            2,050,252
  Investment securities available-for-sale:
    Purchases                                             (11,673,398)      (12,625,052)     (85,802,956)
    Proceeds from disposals                                14,938,643        19,076,530       85,497,783
                                                         ------------      ------------     ------------
        Net cash provided by investing activities              51,941           562,721          836,485
                                                         ------------      ------------     ------------
Cash flows from financing activities:
  Payments of current installment of long-term debt            --                --          (    71,366)
  Purchase of treasury shares                                  --           (   483,000)     ( 1,883,106)
  Proceeds from sale of treasury stock                         --                --              182,500
  Cash dividends paid                                     ( 5,828,344)      ( 5,725,894)     ( 5,663,997)
                                                         ------------      ------------     ------------
        Net cash (used in) financing activities           ( 5,828,344)      ( 6,208,894)     ( 7,435,969)
                                                         ------------      ------------     ------------
Net increase (decrease) in cash and cash equivalents       11,443,801       (   396,419)     (    18,472)
Cash and cash equivalents at beginning of year                227,173           623,592          642,064
                                                         ------------      ------------     ------------
Cash and cash equivalents at end of year                 $    670,974      $    227,173     $    623,592
                                                         ============      ============     ============

Supplemental information:
  Cash paid during the year for:
    Income taxes                                         $  1,103,222      $  2,299,579     $  3,101,623
    Interest                                             $     --          $     --         $     --  
 
<FN>

See Accompanying Notes to Consolidated Financial Statements.

</FN>
</TABLE>

<TABLE>

GOLDEN ENTERPRISES, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

Years ended May 31, 1997, 1996 and 1995

<CAPTION>
                                              Additional                                                       Unrealized
                                 Common         Paid-in        Retained        Treasury         Deferred      Gains (Losses)
                                  Stock         Capital        Earnings         Shares        Compensation    on Securities
                               ----------     ----------     -----------     ------------     ------------    --------------
<S>                            <C>            <C>            <C>             <C>              <C>             <C>
Balance, May 31, 1994          $9,219,195     $6,528,147     $37,031,156     $(7,137,457)     $ ( 12,572)     $    --
  Net income                       --             --           5,154,214          --              --               --    
  Cash dividends declared --  
    $.46 per share                 --             --         ( 5,663,997)         --              --               --    
  Purchase of shares 
    for Treasury                   --             --              --          (1,883,106)         --               --    
  Stock options exercised          --          (  28,593)         --             202,030           9,063           --    
  Amortization of deferred 
    compensation                   --             --              --              --               3,509           --    
  Unrealized gains
    on securities 
    available-for-sale             --             --              --              --              --               68,814
                               ----------     ----------     -----------     -----------      ----------      -----------
Balance, May 31, 1995           9,219,195      6,499,554      36,521,373      (8,818,533)         --               68,814
  Net income                       --             --           3,375,234          --              --               --    
  Cash dividends declared -- 
    $.47 per share                 --             --         ( 5,725,894)         --              --               --    
  Purchase of shares
     for Treasury                  --             --              --          (  483,000)         --               --    
  Unrealized (losses)
    on securities 
    available-for-sale             --             --              --              --              --              (74,816)
                               ----------     ----------     -----------     -----------      ---------       -----------
Balance, May 31, 1996           9,219,195      6,499,554      34,170,713      (9,301,533)         --              ( 6,002)
  Net income                       --             --           3,487,835          --              --               --    
  Cash dividends declared -- 
    $.48 per share                 --             --         ( 5,828,344)         --              --               --    
  Unrealized gains 
    on securities
    available-for-sale             --             --              --              --              --               11,375
                               ----------     ----------     -----------     -----------      --------        -----------
Balance, May 31, 1997          $9,219,195     $6,499,554     $31,830,204     $(9,301,533)     $   --          $     5,373
                               ==========     ==========     ===========     ===========      ========        ===========

<FN>

See Accompanying Notes to Consolidated Financial Statements.

</FN>
</TABLE>


GOLDEN ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

May 31, 1997, 1996 and 1995

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation

     The consolidated financial statements include the accounts of
Golden Enterprises, Inc. And its wholly-owned subsidiaries: Golden
Flake Snack Foods, Inc., Steel City Bolt & Screw, Inc. and Nall &
Associates, Inc. (the "Company"). All significant intercompany
transactions and balances have been eliminated.

Discontinued Operations

     On January 31, 1995, the Company disposed of its investment in
its wholly-owned subsidiaries, Steel City Bolt & Screw, Inc. and
Nall & Associates, Inc. (The Steel City group) for cash.
Accordingly, the Steel City group's income from operations,
previously reported in the bolt and other fasteners segment of
business, is reported as income from operations of discontinued
business. The consolidated financial statements have been
reclassified to report separately the operating results of the
discontinued business. The Company's consolidated financial
statements and notes to consolidated financial statements have been
restated to reflect comparative information on the continuing
business.

Revenue Recognition

     The Company recognizes sales and related costs upon delivery
or shipment of products to its customers.

Cash and Cash Equivalents

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

Investment Securities

     Investment securities at May 31, 1997 are principally
instruments of the U.S. Government and its agencies, of
municipalities and of short-term mutual municipal and corporate
bond funds. Effective June 1, 1994 the Company adopted the
provisions of Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities"
(SFAS 115). This statement, among other things, requires investment
securities (bonds, notes, common stock and preferred stocks) to be
divided into one of three categories: held-to-maturity,
available-for-sale, and trading. The Company currently classifies
all investment securities as available-for-sale. Under SFAS 115
securities accounted for as available-for-sale includes bonds,
notes, common stock and non-redeemable preferred stock not
classified as either held-to-maturity or trading. Securities
available-for-sale are reported at fair value, adjusted for
other-than-temporary declines in value. Unrealized holding gains
and losses, net of tax, on securities available-for-sale are
reported as a net amount in a separate component of stockholders'
equity until realized. Realized gains and losses on the sale of
securities available-for-sale are determined using the
specific-identification method.

     Prior to adopting SFAS 115, all of the Company's marketable
securities were reported at cost which approximated market value.
Therefore, no adjustment was necessary for the initial effect of
adopting SFAS 115 at June 1, 1994.

Inventories 

     Inventories are stated at the lower of cost or market. Cost is
computed on the first-in, first-out method. The opening and closing
inventories used in computing cost of sales are as follows:

          Date                                   Amount
      ------------                             ----------
      May 31, 1995                             $4,554,846
      May 31, 1996                              4,772,372
      May 31, 1997                              5,396,840


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 income.

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 fifteen 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 applicable Board of Directors. Total plan expenses for the
years ended May 31, 1997, 1996 and 1995 were $505,622, $518,597 and
$518,663, 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 May 31,
1997, 1996 and 1995 were $51,260, $53,809 and $103,823,
respectively. 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 participant's nonvested accounts.

     The contributions to the Profit-Sharing Plans and the
Employees Stock Ownership Plan may not exceed fifteen percent of
the total compensation of all participating employees. The Company
expects to continue these plans indefinitely; however, the rights
to modify, amend or terminate the plans have been reserved.

     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.

Stock Options and Long-Term Incentive Plans

     The Company has a stock option plan and a long-term incentive
plan currently in effect under which future grants may be issued:
the 1988 Stock Option and Stock Appreciation Plan (the 1988 Plan)
and the 1996 Long-Term Incentive Plan (the 1996 Plan). The Plans
are administered by the Stock Option Committee of the Board of
Directors, which has sole discretion, subject to the terms of the
Plans, to determine those employees including executive officers,
eligible to receive awards and the amount and type of such awards.
The compensation committee also has the authority to interpret the
Plans, formulate the terms and conditions of award agreements, and
make all other determinations required in the administration
thereof.

     The 1988 Plan provides that non-qualified stock options and
stock appreciation rights may be granted to key employees for up to
400,000 shares of the Company's common stock. The options and stock
appreciation rights are exercisable three years after date of
grant. The option price may be less than, equal to or greater than
the fair market value of the stock on the date of grant. Each stock
appreciation right entitles the option holder, upon exercise of the
related stock option, to receive from the Company the amount of the
appreciation in the underlying common stock as determined by the
excess of the fair market value of a share of common stock on the
exercise date of the related stock option over the option price.
The options and stock appreciation rights granted, if not
exercised, will expire three months from the date they are
exercisable. As of May 31, 1997, options and stock appreciation
rights had been granted for 145,000 shares (net of 13,000 shares
forfeited) at an option price of $6 per share and for 79,500 shares
(net of 6,000 shares forfeited) at an option price of $5 per share.
36,500 shares were exercised at $5 per share during the fiscal year
ended May 31, 1995. There were no stock options and stock
appreciation rights outstanding under this Plan at May 31, 1997,
1996 and 1995; however, there were 175,500 shares available for
granting of additional options. The 1988 Plan expires July 6, 2002
except as to options and stock appreciation rights outstanding on
that date; but, the rights to amend, suspend or terminate the Plan
have been reserved.

     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 options 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. Five hundred thousand
shares of the Company's stock have been reserved for issuance under
this Plan. As of May 31, 1997, Incentive Stock Options have been
granted for 300,000 shares leaving 200,000 shares available for
future options. Following is a summary of transactions:

<TABLE>
<CAPTION>
                                                     Shares Under Option
                                               ------------------------------
                                                 1997        1996      1995
                                               ---------     -----     -----
     <S>                                       <C>           <C>       <C>
     Outstanding -- beginning of the year          --          --        --
          Granted                                300,000       --        --
          Exercised                                --          --        --
          Forfeited                               (--)        (--)      (--)     
                                                ---------    -----     -----
     Outstanding -- end of year                  300,000       --        --    
                                                =========    =====     =====

</TABLE>

     In October, 1995, the FASB issued Statement of Financial
Accounting Standards No. 123, "Accounting and Disclosure of
Stock-Based Compensation ("FAS 123"). Statement 123 is effective
for fiscal years beginning after December 15, 1995, and allows for
the option of continuing to follow Accounting Principals Board
Opinion No. 25 ("APB25"), "Accounting for Stock Issued to
Employees," and the related interpretations or selecting the fair
value method of expense recognition as described in Statement No.
123. The Company has elected to follow ABP25 in accounting for its
employee stock options. Pro forma information regarding net income
and earnings per share is required by FAS123, and has been
determined as if the Company had accounted for its employee stock
options under the fair value method of that statement in measuring
compensation costs as presented below for the year ended May 31,
1997.

                                                     1997
                                                 -------------
     Net income:
          As reported                             $3,487,835
          Pro forma                                3,279,935
     Net income per share:
          As reported                             $      .29
          Pro forma                                      .27

     The fair value of these options was estimated to be $1.05 per
share at the date of grant using the Black-Scholes option pricing
model with the following assumptions: expected dividend yield of
5.20%; expected option life of 7.50 years; expected volatility
factor of 0.150; and a risk free rate of 6.62%.

     The Black-Scholes option valuation 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 options fair value estimate, in management's opinion, the
existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.

     Since the exercise price of the Company's employee stock
options equals the market price of the underlying stock on the date
of grant, no compensation expense is recognized.

Income Taxes

     Deferred income taxes are recorded on the differences between
the tax bases of assets and liabilities and the amounts at which
they are reported in the consolidated financial statements.
Recorded amounts are adjusted to reflect changes in income tax
rates and other tax law provisions as they become enacted.

Net Income Per Share

     Net income per share computations are based on the weighted
average number of shares outstanding of 12,205,950 in 1997;
12,243,283 in 1996 and 12,376,769 in 1995. Stock options were not
included in these computations as their effect was not material.

Postretirement Benefits Other than Pensions

     In December 1990, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 106,
"Employers' Accounting for Postretirement Benefits Other Than
Pensions." The standard requires employers to account for retiree
benefit obligations (principally for health care) on an accrual
basis (rather than on a "pay-as-you-go basis) for fiscal years
beginning after December 15, 1992, although recognition in an
earlier year was permitted. The Company adopted the standard on
June 1, 1993; however, the implementation of the standard did not
have a material impact on the financial statements of the Company.

Disclosures About Fair Value of Financial Instruments

     In fiscal 1996, the Company adopted Statement of Financial
Accounting Standards No. 107, "Disclosures about Fair Value of
Financial Instruments" (SFAS 107), which requires companies to
disclose fair value information about certain financial
instruments. SFAS No. 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 values of investment securities have been determined
using values supplied by independent pricing services and are
disclosed together with carrying amounts in Note 2.

     The carrying value of the Company's long-term liabilities
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.

Postemployment Benefits

     In November 1992, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 112,
"Employers' Accounting for Postemployment Benefits." The standard
requires employers to accrue, for fiscal years beginning after
December 15, 1993 with earlier adoption permitted, for benefits
provided to former or inactive employees after employment but prior
to retirement. The Company adopted the standard in fiscal 1996;
however, the implementation of the standard did not have a material
impact on the financial statements of the Company.

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.

NOTE 2 -- INVESTMENT SECURITIES

     The amortized cost, gross unrealized gains and losses and fair
value of the investment securities available-for-sale are as
follows:

<TABLE>
<CAPTION>
                                                                May 31, 1997
                                            ------------------------------------------------------
                                                             Gross          Gross
                                             Amortized     Unrealized     Unrealized
                                                Cost          Gains       Losses       Fair Value
                                            -----------    ----------    -----------   -----------
          <S>                               <C>             <C>          <C>           <C>
          U.S. Government (See Note 5)      $ 2,288,343     $  9,103     $    --       $ 2,297,446
          Municipal obligations                 150,708          --           708          150,000
          Mutual funds                        1,565,367          --           --         1,565,367
                                            -----------     --------     --------      -----------
            Total                           $ 4,004,418     $  9,103     $    708      $ 4,012,813
                                            ===========     ========     ========      ===========

</TABLE>
<TABLE>
<CAPTION>
                                                                 May 31, 1996
                                            ------------------------------------------------------
                                                              Gross         Gross
                                             Amortized      Unrealized    Unrealized
                                                Cost           Gains      Losses       Fair Value
                                            -----------     ----------   -----------   -----------
          <S>                               <C>             <C>          <C>           <C>
          U.S. Government (See Note 5)      $ 2,296,250     $  4,687     $    --       $ 2,300,937
          Municipal obligations               2,549,406          --        14,065        2,535,341
          Mutual funds                        2,424,007          --           --         2,424,007
                                            -----------     --------     --------      -----------
            Total                           $ 7,269,663     $  4,687     $ 14,065      $ 7,260,285
                                            ===========     ========     ========      ===========

</TABLE>

     Maturities of investment securities classified as
available-for-sale at May 31, 1997 by contractual maturity are
shown below. Expected maturities will differ from contractual
maturities because borrowers may have the right to recall or prepay
obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>

                                                    Amortized
                                                       Cost        Fair Value
                                                   -----------     -----------
     Investment securities available-for-sale:
          <S>                                      <C>             <C>
          Due within one year                      $ 4,004,418     $ 4,012,813
          Due after one year through three years        --               --   
                                                   -----------     -----------
            Total                                  $ 4,004,418     $ 4,012,813
                                                   ===========     ===========

</TABLE>

     Proceeds from sales of investment securities
available-for-sale during fiscal 1997 and 1996 were $14,938,643 and
$19,076,530, respectively. Gross gains of $18,336 and $31,193 for
fiscal 1997 and 1996, respectively, were realized on those sales.


NOTE 3 -- LONG-TERM LIABILITIES

     Long-term liabilities consisted of salary continuation
benefits accrued under the Company's salary continuation plan in
the amounts of $1,049,175 and $823,227 at May 31, 1997 and 1996,
respectively.

     Aggregate annual maturities of long-term liabilities within
each of the next five fiscal years following May 31, 1997 are as
follows: 1998 through 2002, $-0-.

NOTE 4 -- INCOME TAXES

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

<TABLE>
<CAPTION>
                                                  1997           1996           1995
                                               ----------     ----------     ----------
     <S>                                       <C>            <C>            <C>
     Tax on income at statutory rates          $1,809,000     $1,726,000     $2,821,000
     Increases (decreases) resulting from:
          State income taxes, less Federal 
               income tax benefit                 166,000        168,000        290,000
          Tax exempt interest                     (39,000)       (72,000)       (57,000)
          Tax benefit of donated property            --         (134,000)          --   
          Other -- net                           (104,000)        12,000         92,000
                                               ----------     ----------     ----------
            Total                              $1,832,000     $1,700,000     $3,146,000
                                               ==========     ==========     ==========

</TABLE>

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

<TABLE>
<CAPTION>
                                                        1997           1996     
                                                     ----------     ----------
     <S>                                             <C>            <C>
     Property and equipment                          $2,267,250     $2,092,969
     Accrued expenses                                  (119,065)        (5,527)
     Net unrealized gains (losses) on investment 
          securities available-for-sale                   3,022         (3,376)
                                                     ----------     ----------
            Total                                    $2,151,207     $2,084,066
                                                     ==========     ==========

</TABLE>

     The income tax effects of changes in temporary differences are
as follows:

<TABLE>
<CAPTION>
                                       1997           1996            1995
                                    ----------     ----------      -----------
     <S>                            <C>            <C>             <C>
     Property and equipment         $  174,000     $   51,000      $  (146,000)
     Accrued expenses                 (113,000)       (81,000)        (  4,000)
                                    ----------     ----------      -----------
        Total                       $   61,000     $  (30,000)     $  (150,000)
                                    ==========     ==========      ===========

</TABLE>


NOTE 5 -- COMMITMENTS AND CONTINGENCIES

     Rental expenses were $702,270 in 1997, $541,744 in 1996 and
$540,284 in 1995. At May 31, 1997, the Company was obligated under
certain leases (which have not been capitalized) for buildings,
office space and equipment. The following amounts represent future
payment commitments under these leases:

     Years Ending     Buildings and
        May 31,       Office Space       Equipment        Total
     ------------     -------------      ---------      --------
         1998            $15,000         $226,000       $241,000
         1999               --            131,000        131,000
         2000               --             22,000         22,000

     One of the subsidiaries leases equipment from a company which
is principally owned by a major shareholder of Golden Enterprises,
Inc. The terms of these leases are equal to or better than those
available from unaffiliated third parties.

     The Company had investment securities with a fair value of
$2,297,446 and $2,300,937 pledged to its insurance carrier to
support the Company's commercial self-insurance program at May 31,
1997 and 1996, respectively.


NOTE 6 -- 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 its cash accounts primarily with banks
located in Alabama. The total cash balances are insured by the
F.D.I.C. up to $100,000 per bank. The Company had cash balances on
deposit with two Alabama banks at May 31, 1997 that exceeded the
balance insured by the F.D.I.C. in the amount of $325,596.

     The Company's trade receivables result primarily from its
snack food operations and reflect a broad customer base, primarily
large grocery 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.


NOTE 7 -- QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

     The following is a summary of the unaudited quarterly results
of operations of the years ended May 31, 1997, 1996 and 1995:

<TABLE>
<CAPTION>
                                                                                Per Share
                                                                           --------------------
                           Total Revenues     Income from                  Income from
     Quarter               from Continuing    Continuing                   Continuing      Net
     -------                   Operations     Operations     Net Income    Operations    Income
                             ------------    -----------    -----------    -----------   ------
     1997
     ----
     <S>                     <C>              <C>            <C>              <C>         <C>
     First                   $ 34,345,727     $1,198,974     $1,198,974       $.10        $.10
     Second                    33,066,321        650,002        650,002        .05         .05
     Third                     35,736,176        471,031        471,031        .04         .04
     Fourth                    35,565,158      1,167,828      1,167,828        .10         .10
                             ------------     ----------     ----------    -----------   ------
       For the year          $138,713,382     $3,487,835     $3,487,835       $.29        $.29
                             ============     ==========     ==========    ===========   ======

     1996
     ----
     First                   $ 33,247,256     $1,440,823     $1,440,823       $.12        $.12
     Second                    29,829,016        835,589        835,589        .07         .07
     Third                     31,178,423        509,234        509,234        .04         .04
     Fourth                    33,570,140        589,588        589,588        .05         .05
                             ------------     ----------     ----------    -----------   ------       
       For the year          $127,824,835     $3,375,234     $3,375,234       $.28        $.28
                             ============     ==========     ==========    ===========   ======

    1995
    ----
     First                   $ 31,814,543     $1,317,709     $1,341,057       $.11        $.11
     Second                    30,194,288      1,176,782      1,177,953        .09         .09
     Third                     32,608,859      1,231,273      1,209,496        .10         .10
     Fourth                    34,827,716      1,425,708      1,425,708        .12         .12
                             ------------     ----------     ----------    -----------   ------
       For the year          $129,445,406     $5,151,472     $5,154,214       $.42        $.42
                             ============     ==========     ==========    ===========   ======

</TABLE>

NOTE 8 -- SUPPLEMENTARY STATEMENT OF INCOME INFORMATION

     The following tabulation gives certain supplementary statement
of income information for continuing operations for the years ended
May 31, 1997, 1996 and 1995:

<TABLE>
<CAPTION>
                                       1997            1996            1995
                                   -----------     -----------     -----------
  <S>                              <C>             <C>             <C>
  Maintenance and repairs          $ 5,328,776     $ 4,919,783     $ 4,757,679
  Depreciation and amortization      2,853,024       2,485,533       2,856,445
  Payroll taxes                      2,867,871       2,611,995       2,581,797
  Advertising costs                 21,202,756      21,058,226      19,984,946

</TABLE>

     Amounts for depreciation and amortization of intangible
assets, royalties, other taxes, rents and research and development
costs are not presented because each of such amounts is less than
1% of total revenues.
<TABLE>


GOLDEN ENTERPRISES , INC. AND SUBSIDIARIES

               SUPPLEMENTARY FINANCIAL INFORMATION

           Selected quarterly financial data for the 
      fiscal years ended May 31, 1997 and 1996 (unaudited)

      (Dollar amounts in thousands, except per share data)

<CAPTION>
                                     First      Second       Third      Fourth
                                    Quarter     Quarter     Quarter     Quarter
                                    -------     -------     -------     -------
1997
----
<S>                                 <C>         <C>         <C>         <C>
Total revenues                      $34,346     $33,066     $35,736     $35,565
                                    =======     =======     =======     =======
Income before income taxes          $ 1,857     $   944     $   786     $ 1,733
                                    =======     =======     =======     =======
Net income                          $ 1,199     $   650     $   471     $ 1,168
                                    =======     =======     =======     =======
Net income per share                $   .10     $   .05     $   .04     $   .10
                                    =======     =======     =======     =======
Cash dividends per share            $ .1175     $   .12     $   .12     $   .12
                                    =======     =======     =======     =======
1996
----
Total revenues                      $33,247     $29,829     $31,178     $33,570
                                    =======     =======     =======     =======
Income before income taxes          $ 2,289     $ 1,233     $   823     $   730
                                    =======     =======     =======     =======
Net income                          $ 1,441     $   835     $   509     $   590
                                    =======     =======     =======     =======
Net income per share                $   .12     $   .07     $   .04     $   .05
                                    =======     =======     =======     =======
Cash dividends per share            $ .1150     $ .1175     $ .1175     $ .1175
                                    =======     =======     =======     =======

</TABLE>


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

Not Applicable.




                            PART III

ITEM 10. -- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

ITEM 11. -- EXECUTIVE COMPENSATION

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

ITEM 13. -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    With the exception of a description of Executive Officers of
The Registrant which appears on page 5 herein, Part III is omitted
because prior to September 28, 1997, the Company will file a
definitive Proxy Statement with the Securities and Exchange
Commission pursuant to Regulation 14A which involves the election
of directors.

                             PART IV

            ITEM 14. -- EXHIBITS, FINANCIAL STATEMENT
               SCHEDULES, AND REPORTS ON FORM 8-K

    (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 -- May 31, 1997 and 1996

     Consolidated Statements of Income -- Years ended May 31, 1997, 
        1996 and 1995

     Consolidated Statements of Changes in Stockholders' Equity -- 
        Years ended May 31, 1997, 1996 and 1995

     Consolidated Statements of Cash Flows -- Years ended May 31, 
        1997, 1996 and 1995

     Notes to Consolidated Financial Statements

    The following consolidated financial statements schedule is
included in Item 14(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.

    3. Exhibits:

     10.1 -- A copy of 1996 Long Term Incentive Plan


    (b) Report on Form 8-K -- The Registrant did not file a Form
8-K report during the last quarter of the period covered by this
report.

    (c) Exhibits. See (a)3. above.

    (d) Financial Statement Schedules. The response to this portion
of Item 14, is submitted under Item 14.(a) 1. and 2. above.


                           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/ John H. Shannon                             August 26, 1997
   --------------------                             ---------------
        John H. Shannon                                  Date
        Vice President, Principal Financial
        Officer and Controller

    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 the Board,       August 26, 1997
    --------------------------    President, Chief Executive
    John S. Stein                 Officer and Director

/s/ John H. Shannon               Vice President, Secretary,   August 26, 1997
    --------------------------    Principal Financial Officer
    John H. Shannon               and Controller

/s/ F. Wayne Pate                 Director                     August 26, 1997
    --------------------------
    F. Wayne Pate     

/s/ Edward R. Pascoe              Director                     August 26, 1997
    --------------------------
    Edward R. Pascoe

/s/ John P. McKleroy, Jr.         Director                     August 26, 1997
    --------------------------
    John P. McKleroy, Jr.

/s/ James I. Rotenstreich         Director                     August 26, 1997
    --------------------------
    James I. Rotenstreich

/s/ John S. P. Samford            Director                     August 26, 1997
    --------------------------
    John S. P. Samford

/s/ D. Paul Jones, Jr.            Director                     August 26, 1997
    --------------------------
    D. Paul Jones, Jr.

/s/ J. Wallace Nall, Jr.          Director                     August 26, 1997
    --------------------------
    J. Wallace Nall, Jr.

/s/ Joann F. Bashinsky            Director                     August 26, 1997
    --------------------------
    Joann F. Bashinsky

<TABLE>

                                                      SCHEDULE II

            GOLDEN ENTERPRISES, INC. AND SUBSIDIARIES

                VALUATION AND QUALIFYING ACCOUNTS

             Years ended May 31, 1995, 1996 and 1997

<CAPTION>
                                                 Additions
                                   Balance at    Charged to                   Balance
                                   Beginning     Costs and                    at End
Allowance for Doubtful Accounts     of Year      Expenses      Deductions     of Year
-------------------------------    ----------    ----------    ----------     -------
<S>                                 <C>          <C>            <C>           <C>
Year ended May 31, 1995             $ 10,000     $ 11,690       $ 11,690      $ 10,000
                                    ========     ========       ========      ========
Year ended May 31, 1996             $ 10,000     $  9,549       $  9,549      $ 10,000
                                    ========     ========       ========      ========
Year ended May 31, 1997             $ 10,000     $145,853       $145,853      $ 10,000
                                    ========     ========       ========      ========

</TABLE>


                        INDEX TO EXHIBITS

Exhibit Number                                                Page

     10.1     A copy of 1996 Long Term Incentive Plan          33




                         EXHIBIT NUMBER
                              10.1

             A copy of 1996 Long Term Incentive Plan



                    GOLDEN ENTERPRISES, INC.

                  1996 Long Term Incentive Plan

     Section 1. PURPOSE OF THE PLAN; DEFINITIONS. The purpose of
the Golden Enterprises, Inc. 1996 Long Term Incentive Plan (the
"Plan") is to further the growth in earnings and market
appreciation of Golden Enterprises, Inc. (the "Corporation"). The
Plan provides long-term incentives to those officers and key
employees of the Corporation or its subsidiaries who make
substantial  contributions to the Corporation through their
ability, loyalty, industry and invention. The Corporation intends
that the Plan will thereby facilitate securing, retaining and
motivating officers and key employees of high caliber and good
potential. 

     For purposes of the Plan, the following terms shall be defined
as set forth below: 

     (a) "Board" means the Board of Directors of the Corporation. 

     (b) "Cause" means (i) a willful and material violation of
federal, state and/or local laws and regulations, (ii) dishonesty,
(iii) theft, (iv) fraud, (v) embezzlement, (vi) commission of a
felony or a crime involving moral turpitude, (vii) substantial
dependence or addiction to alcohol or any drug, (viii) conduct
disloyal to the Corporation or its affiliates, or (ix) willful
dereliction of duties or disregard of lawful instructions or
directions of the officers or directors of the Corporation or its
affiliates relating to a material matter. 

     (c) "Code" means the Internal Revenue Code of 1986, as
amended, or any successors thereto. 

     (d) "Committee" means the Stock Option Committee of the Board.

     (e) "Common Stock" means the common stock, par value $.66 2/3
per share, of the Corporation.

     (f) "Corporation" means Golden Enterprises, Inc., a Delaware
corporation.

     (g) "Disability" means total and permanent disability as
determined under the Corporation's long-term disability plan. 

     (h) "Disinterested Person" shall mean an individual who
qualifies as a "disinterested person" within the meaning set forth
in Rule 16b-3(d)(3) as promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of
1934, or any successor definition adopted by the Commission and who
qualifies as an "outside director" within the meaning set forth in
Section 162(m) of the Code and the regulations promulgated
thereunder, or any successor definition thereto. 

     (i) "Early Retirement" means retirement from active employment
with the Corporation or its Subsidiary on or after the date on
which the participant reaches the age of 55 but before the date on
which the participant reaches the age of 65. 

     (j) "Fair Market Value" means, as of any given date, the
closing price of the Common Stock (or if no transactions were
reported on such date, on the next preceding date on which
transactions were reported) in the principal market in which such
Common Stock is traded on such date. 

     (k) "Incentive Stock Option" means any Stock Option intended
to be and designated as an "Incentive Stock Option" within the
meaning of Section 422 of the Code. 

     (l) "Non-Qualified Stock Option" means any Stock Option that
is not an Incentive Stock Option. 

     (m) "Normal Retirement" means retirement from active
employment with the Corporation or its Subsidiary on or after the
date on which the participant reaches the age of 65. 

     (n) "Performance Units" means an award granted to a
participant pursuant to Section 9 hereof contingent upon achieving
certain performance targets. 

     (o) "Plan" means the Golden Enterprises, Inc. 1996 Long Term
Incentive Plan. 

     (p) "Restricted Stock" means an award of shares of Common
Stock granted to a participant pursuant to and subject to the
restrictions set forth in Section 10 hereof. 

     (q) "Stock Appreciation Rights" means a right granted under
Section 8 hereof, which entitles the holder to receive cash or
Common Stock in an amount equal to the excess of (a) the Fair
Market Value of a specified number of shares of Common Stock at the
time of exercise over (b) a specified price. 

     (r) "Stock Option" means any option to purchase shares of
Common Stock granted pursuant to Section 7 hereof. 

     (s) "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Corporation if each of the
corporations (other than the last corporation in the unbroken
chain) owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the
other corporations in the chain. 

     (t) "Ten Percent Shareholder" means a person who owns (after
taking into account the attribution rules of Code Section 424(d))
more than ten percent (10%) of the total combined voting power of
all classes of stock of the Corporation. 

     Section 2. ADMINISTRATION. 

     (a) The Plan shall be administered by the Committee. The
Committee shall be appointed by the Board and shall consist of
three or more members of the Board who are Disinterested Persons.
No member of the Committee shall be eligible to receive awards
under the Plan while serving on the Committee, and no member of the
Committee shall have been eligible to receive awards for one year
prior to serving on the Committee. The Committee shall have full
and final authority in its discretion to interpret the provisions
of the Plan (and any agreements relating thereto) and to decide all
questions of fact arising in its application; to determine the
employees to whom awards shall be made under the Plan; to determine
the type of award to be made and the amount, size, terms and
conditions of each such award; to determine and establish
additional terms and conditions not inconsistent with the Plan for
any agreements entered into with participants in connection with
the Plan; to determine the time when awards will be granted and
when rights may be exercised, which may be after termination of
employment; to adopt, alter and repeal such administrative rules,
guidelines and practices governing the Plan as it shall, from time
to time, deem advisable; and to make all other determinations
necessary or advisable for the administration of the Plan. 

     (b) A majority of the Committee shall constitute a quorum, and
the action of a majority of members of the Committee present at any
meeting at which a quorum is present, or acts unanimously adopted
in writing without the holding of a meeting, shall be the acts of
the Committee. Any decision made, or action taken, by the Committee
arising out of or in connection with the interpretation and
administration of the Plan shall be final and conclusive; provided,
however, that any such decision made, or action taken, may be
reviewed by the Board, in which event the determination of the
Board shall be final and conclusive. This provision shall not be
construed to grant to any person any right to review by the Board
of any decision made or action taken by the Committee. 

     (c) Neither the Board, the Stock Option Committee, nor any
member of either shall be liable for any act, omission,
interpretation, construction or determination made in connection
with the Plan in good faith; and the members of the Board may be
entitled to indemnification and reimbursement by the Corporation in
respect of any claim, loss, damage or expense (including attorney's
fees) arising therefrom to the full extent permitted by law and
under any directors' and officers' liability insurance that may be
in effect from time to time, in all events as a majority of the
Board then in office may determine from time to time, as evidenced
by a written resolution thereof. In addition, no member of the
Board and no employee of the Corporation shall be liable for any
act or failure to act hereunder, by any other member or other
employee or by any agent to whom duties in connection with the
administration of this Plan have been delegated or for any act or
failure to act by such member or employee, in all events except in
circumstances involving such member's or employee's bad faith,
gross negligence, intentional fraud, or violation of a statute. 

     Section 3. PARTICIPANTS. Persons eligible to participate in
the Plan shall be those officers and key employees of the
Corporation or its Subsidiaries who are in positions in which their
decisions, actions and counsel significantly impact the performance
of the Corporation or its Subsidiaries. Directors of the
Corporation who are not otherwise salaried employees of the
Corporation shall not be eligible to participate in the Plan. 

     Section 4. AWARDS UNDER THE PLAN. Awards by the Committee
under the Plan may be in the form of Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights, Performance
Units, Restricted Stock, supplemental cash payments and such other
forms as the Committee may, in its discretion, deem appropriate,
including any combination of the above. No fractional shares shall
be issued under the Plan, and the minimum value of any shares
issued under the Plan shall be the par value at the time of award. 

     Section 5. SHARES SUBJECT TO PLAN. 

     (a) The shares that may be issued under the Plan shall not
exceed in the aggregate 500,000 shares of Common Stock. Such shares
may be authorized and unissued shares or treasury shares. Except as
otherwise provided herein, any shares subject to an option or right
which for any reason expires or is terminated unexercised as to
such shares shall again be available under the Plan. 

     (b) The maximum number of shares subject to awards which may
be granted under the Plan to any individual in any one year is
100,000 (subject to appropriate adjustments to reflect changes in
the capitalization of the Corporation). 

     (c) In the event of any change in the outstanding Common Stock
of the Corporation by reason of a stock dividend or distribution,
recapitalization, merger, consolidation, split-up, combination,
exchange of shares or otherwise, the Committee shall adjust the
number of shares of Common Stock which may be issued under the Plan
and the Committee shall provide for an equitable adjustment of any
shares issuable pursuant to awards outstanding under the Plan. 

     Section 6. EFFECTIVE DATE. The effective date of this Plan
shall be the date it is adopted by the Board, provided that the
stockholders of the Corporation shall approve this Plan in
accordance with Rule 16b-3 of the Securities Exchange Act of 1934
and, to the extent this Plan provides for the issuance of Incentive
Stock Options, the stockholders of the Corporation shall approve
those portions of this Plan related to the granting of Incentive
Stock Options within twelve (12) months after the date of adoption.
If any awards are granted under the Plan before the date of such
stockholder approval, such awards automatically shall be granted
subject to such approval. 

     Section 7. STOCK OPTIONS. Stock options may be granted either
alone or in addition to other awards granted under the Plan. Any
Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve, and the provisions of
Stock Option awards need not be the same with respect to each
optionee. Each Stock Option shall be evidenced by a written option
agreement that shall specify, among other things, the type of Stock
option granted, the option price, the duration of the Stock Option,
the number of shares of Common Stock to which the Stock option
pertains, and the schedule on which such Stock Options become
exercisable. 

     The Stock Options granted under the Plan may be of two types:
(i) Incentive Stock Options and (ii) Non-Qualified Stock Options. 

     The Committee shall have the authority to grant any optionee
Incentive Stock Options, Non-Qualified Stock Options, or both types
of Stock Options (in each case with or without Stock Appreciation
Rights). To the extent that any Stock Option does not qualify as an
Incentive Stock Option, it shall constitute a separate
Non-Qualified Stock Option. 

     Anything in the Plan to the contrary notwithstanding, no term
of the Plan relating to Incentive Stock options shall be
interpreted, amended or altered, nor shall any discretion or
authority granted under the Plan be so exercised, so as to
disqualify either the Plan or any Incentive Stock Option under
Section 422 of the Code. Notwithstanding the foregoing, in the
event an optionee voluntarily disqualifies a Stock Option as an
Incentive Stock Option within the meaning of Section 422 of the
Code, the Committee may, but shall not be obligated to, make such
additional grants, awards or bonuses as the Committee shall deem
appropriate, to reflect the tax savings to the Corporation which
result from such disqualification. 

     Stock options granted under the Plan shall be subject to the
following terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the terms of the Plan,
as the Committee shall deem desirable: 

     (a) Option Price. The option price per share of Common Stock
purchasable under a Stock Option shall be determined by the
Committee at the time of grant but shall be not less than the Fair
Market Value of the Common Stock on the date of the grant of the
Stock Option; provided, however, if the Stock Option is an
Incentive Stock Option granted to a Ten Percent Shareholder, the
option price for each share of Common Stock subject to such
Incentive Stock Option shall be no less than one hundred ten
percent (110%) of the Fair Market Value of a share of Common Stock
on the date such Incentive Stock option is granted. 

     (b) Option Term. The term of each Stock Option shall be fixed
by the Committee, but no Stock Option shall be exercisable more
than ten (10) years after the date such Stock Option is granted. 

     (c) Exercisability. Subject to Section 7(j) hereof with
respect to Incentive Stock Options, Stock Options shall be
exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee at grant. If the
Committee provides, in its discretion, that any Stock Option is
exercisable only in installments, the Committee may waive such
installment exercise provisions at any time, in whole or in part,
based on performance and/or such other factors as the Committee may
determine in its sole discretion. 

     (d) Method of Exercise. Stock Options may be exercised in
whole or in part at any time during the option period by giving
written notice of exercise to the Corporation specifying the number
of shares to be purchased, accompanied by payment in full of the
purchase price, in cash, by check or such other instrument as may
be acceptable to the Committee. As determined by the Committee, in
its sole discretion, at or after grant, payment in full or in part
may also be made in the form of unrestricted Common Stock owned by
the optionee (based on the Fair Market Value of the Common Stock on
the date the option is exercised, as determined by the Committee).
No shares of Common Stock resulting from the exercise of a Stock
Option shall be issued until full payment therefor has been made.
An optionee shall have the rights to dividends or other rights of
a stockholder with respect to shares subject to the Stock Option
when the optionee has given written notice of exercise and has paid
in full for such shares. 

     (e) Non-transferability of Options. Except as otherwise set
forth in this Section 7(e), no Stock Option shall be transferable
by the optionee otherwise than by will or by the laws of descent
and distribution; and all Stock Options shall be exercisable,
during the optionee's lifetime, only by the optionee. For purposes
of paragraphs (f), (g), (h) and (j) of this Section 7, a
transferred option may be exercised by the transferee only to the
extent that the optionee would have been entitled had the option
not been transferred. 

     (f) Termination by Death. Unless otherwise determined by the
Committee at grant, if any optionee's employment with the
Corporation or any Subsidiary terminates by reason of death, the
Stock option may thereafter be immediately exercised, to the extent
then exercisable (or on such accelerated basis as the Committee
shall determine at or after grant), by the legal representative of
the estate or by the legatee of the optionee under the will of the
optionee, for a period of three (3) years from the date of such
death or until the expiration of the stated term of such Stock
Option, whichever period is the shorter. In the event of
termination of employment by reason of death, if an Incentive Stock
Option is exercised after the expiration of the exercise periods
that apply for purposes of Section 422 of the Code, such Stock
option will thereafter be treated as a Non-Qualified Stock option. 

     (g) Termination by Reason of Disability. Unless otherwise
determined by the Committee at grant, if any optionee's employment
with the Corporation or any Subsidiary terminates by reason of
Disability, any Stock Option held by such optionee may thereafter
be exercised, to the extent it was exercisable at the time of
termination due to Disability (or on such accelerated basis as the
Committee shall determine at or after grant), but may not be
exercised after three (3) years from the date of such termination
of employment or the expiration of the stated term of such Stock
Option, whichever period is the shorter; provided, however, that,
if the optionee dies within such three year period, any unexercised
Stock Option held by such optionee shall thereafter be exercisable
to the extent to which it was exercisable at the time of death for
a period of twelve (12) months from the date of such death or for
the stated term of such Stock option, whichever period is the
shorter. In the event of termination of employment by reason of
Disability, if an Incentive Stock option is exercised after the
expiration of the exercise periods that apply for purposes of
Section 422 of the Code, such Stock Option will thereafter be
treated as a Non-Qualified Stock Option. 

     (h) Termination by Reason of Retirement. Unless otherwise
determined by the Committee at grant, if an optionee's employment
with the Corporation or any Subsidiary terminates by reason of
Normal Retirement or Early Retirement (with Committee consent),
under a formal plan or policy of the Corporation, any Stock option
held by such optionee shall expire upon the earlier of (i) the
expiration date set forth in the Stock Option agreement to which
such Stock Option is subject, or (ii) three (3) years from the date
of such Normal or Early Retirement. An optionee shall not be deemed
to have retired during any leave of absence of the optionee
authorized by the Corporation or any Subsidiary under its standard
personnel practices. In the event of termination of employment by
reason of Retirement, if an Incentive Stock Option is exercised
after the exercise periods that apply for purposes of Section 422
of the Code, such Stock Option will thereafter be treated as a
Non-Qualified Stock option. 

     (i) Termination for Other Reasons. Except as provided in 7(f),
(g) and (h), or except as otherwise determined by the Committee,
all Stock Options shall terminate upon the termination of the
optionee's employment. 

     (j) Limit on Value of Incentive Stock Option First Exercisable
Annually. The aggregate Fair Market Value (determined at the time
of grant) of the Common Stock for which Incentive Stock Options are
exercisable for the first time by an optionee during any calendar
year under the Plan (and/or any other stock option plans of the
Corporation or any Subsidiary) shall not exceed $100,000. 

     Section 8. STOCK APPRECIATION RIGHTS. Stock Appreciation
Rights shall be evidenced by Stock Appreciation Rights agreements
in such form not inconsistent with the Plan as the Committee shall
approve from time to time, which agreements shall contain in
substance the following terms and conditions: 

     (a) Award. A Stock Appreciation Right shall entitle the
grantee to receive upon exercise the excess of (a) the Fair Market
Value of a specified number of shares of Common Stock at the time
of exercise over (b) a specified price which shall not be less than
one hundred percent (100%) of the Fair Market Value of the Common
Stock at the time the Stock Appreciation Right was granted, or, if
granted in connection with a previously issued Stock option, not
less than 100% of the Fair Market Value of the Common Stock at the
time such option was granted. A Stock Appreciation Right may be
granted in connection with all or any portion of a previously or
contemporaneously granted Stock Option (including, in addition to
options granted under the Plan, options granted under other plans
of the Corporation) or not in connection with a Stock Option. 

     (b) Term. Stock Appreciation Rights shall be granted for a
period of not more than ten (10) years and shall be exercisable in
whole or in part, at such time or times, and subject to such other
terms and conditions as shall be prescribed by the Committee at the
time of grant. 

     (c) Payment. Upon exercise of a Stock Appreciation Right,
payment shall be made in the form of Common Stock (at the Fair
Market Value on the date of exercise), in cash, or in a combination
thereof, as the Committee may determine. 

     (d) Effect on Shares. The exercise of a Stock Appreciation
Right, where payment is made in the form of Common Stock, shall be
treated as the issuance of Common Stock for purposes of calculating
the maximum number of shares which have been issued under the Plan.

     (e) Stock Appreciation Right Granted with Incentive Stock
Option. A Stock Appreciation Right granted in connection with an
Incentive Stock Option may be exercised only if and when the Fair
Market Value of the Common Stock subject to the Incentive Stock
Option exceeds the exercise price of such Stock Option. 

     (f) Termination of Stock Appreciation Rights. An employee who
voluntarily terminates employment or whose employment is terminated
involuntarily for Cause will forfeit all Stock Appreciation Rights.

     Section 9. PERFORMANCE UNITS. Performance Units shall be
evidenced by performance unit agreements in such form not
inconsistent with the Plan as the Committee shall approve from time
to time. Such agreements shall contain in substance the following
terms and conditions: 

     (a) Performance Period. The performance period for a
Performance Unit shall be established by the Committee and shall be
not more than ten (10) years. 

     (b) Valuation of Units. A value for each Performance Unit
shall be established by the Committee, together with principal and
minimum performance targets to be achieved with respect to the
Performance Unit during the performance period. The participant
shall be entitled to receive one hundred percent (100%) of the
value of the Performance Unit if the principal target is achieved
during the performance period but shall be entitled to receive
nothing for such Performance Unit if the minimum target is not
achieved during the performance period. The participant shall be
entitled to receive a stated portion of the value of the
Performance Unit for performance during the performance period
which meets or exceeds the minimum target but fails to meet the
principal target. 

     (c) Performance Targets. The performance targets established
under the Plan shall relate to the performance of the Corporation
or any segment thereof (collectively referred to in this Section 9
as "Corporation's Performance") over the performance period, and
may be established in terms of growth in earnings or equity, ratio
of earnings to stockholders' equity or to total capital, or any
other performance standards as may be determined by the Committee.
Multiple targets may be used and may have the same or different
weighting; and they may relate to the Corporation's absolute
performance or the Corporation's performance as measured against
that of other companies, or any other standards as may be
determined by the Committee. 

     (d) Adjustments. At any time prior to payment of the
Performance Units, the Committee may adjust previously established
performance targets and other terms and conditions, to reflect
major unforeseen events such as changes in laws, regulations or
accounting policies or procedures, mergers, acquisitions or
divestitures or extraordinary, unusual or nonrecurring items or
events. 

     (e) Payments of Performance Units. Following the conclusion of
each performance period, the Committee shall determine the extent
to which performance targets have been attained for such period as
well as the other terms and conditions established by the
Committee. The Committee shall determine what, if any, payment is
due on the Performance Units and whether such payment shall be made
in cash, in Common Stock, or partially in cash and partially in
Common Stock. Any payments made in Common Stock shall be calculated
based on the Fair Market Value of the Common Stock. Payments shall
be made as promptly as practicable following the end of the
performance period unless deferred subject to such terms and
conditions as may be prescribed by the Committee. 

     (f) Termination by Death, Disability or Retirement. Any
employee granted a Performance Unit pursuant to this Section 9,
who, by reason of death, Disability or Normal or Early Retirement,
terminates employment before the end of the performance period, may
be entitled to receive a portion of any earned Performance Unit.
The Committee, in its discretion, will determine the amount, if
any, of the Performance Unit earned and the time at which payment
will be made. 

     (g) Other Termination. An employee who voluntarily terminates
employment or whose employment is terminated involuntarily for
Cause will forfeit all rights under the Performance Unit. 

     (h) Section 162(m) Provisions. Notwithstanding any other
provision of the Plan to the contrary, performance targets
established by the Committee for the top five most highly
compensated officers of the Corporation shall be pre-established
objective performance goals within the meaning of Section 162(m) of
the Code and treasury regulations promulgated thereunder.
Furthermore, and notwithstanding any other provision of the Plan to
the contrary, once the Committee has established one or more
performance targets with respect to a Performance Unit granted to
one of the top five most highly compensated officers of the
Corporation, the Committee shall have no discretion to waive or
alter the targets after the earlier of (i) the expiration of
twenty-five percent (25%) of the performance period or (ii) the
date on which the outcome under the targets is substantially
certain. 

     Section 10. RESTRICTED STOCK AWARDS. 

     (a) Administration. Shares of Restricted Stock may be issued
either alone or in addition to other awards granted under the Plan.
The Committee shall determine the officers and key employees of the
Corporation and its Subsidiaries to whom, and the time or times at
which, grants of Restricted Stock will be made, the number of
shares to be awarded, the price, if any, to be paid by the
recipient of Restricted Stock (subject to Section 10(b) hereof),
the time or times within which such awards may be subject to
forfeiture, and all other conditions of the awards. The Committee
may also condition the grant of Restricted Stock upon the
attainment of specified performance goals, or such other criteria
as the Committee may determine, in its sole discretion. The
provisions of Restricted Stock awards need not be the same with
respect to each recipient. 

     (b) Awards and Certificates. The prospective recipient of an
award of shares of Restricted Stock shall not have any rights with
respect to such award, unless and until such recipient has executed
an agreement evidencing the award (a "Restricted Stock Award
Agreement"), has delivered a fully executed copy thereof to the
Corporation, and has otherwise complied with the then applicable
terms and conditions. 

          (i) Awards of Restricted Stock must be accepted
     within a period of ninety (90) days (or such shorter
     period as the Committee may specify) after the award date
     by executing a Restricted Stock Award Agreement and
     paying whatever price, if any, is required. 
     
          (ii) A stock certificate in respect of shares of
     Restricted Stock shall be issued in the name of each
     participant who is awarded Restricted Stock. Such
     certificate shall be registered in the name of the
     participant and shall bear an appropriate legend
     referring to the terms, conditions, and restrictions
     applicable to such award, substantially in the following
     form: 

               "The transferability of this certificate and
     the shares of stock represented hereby are subject to the
     terms and conditions (including forfeiture) of the Golden
     Enterprises, Inc. 1996 Long Term Incentive Plan and a
     Restricted Stock Award Agreement entered into between the
     registered owner and the Corporation. Copies of such Plan
     and Agreement are on file in the offices of the
     Corporation, 2101 Magnolia Avenue South, Suite 212,
     Birmingham, Alabama 35205." 
     
          (iii) The Committee shall require that the stock
     certificates evidencing such shares be held in custody by
     the Corporation until the restrictions thereon shall have
     lapsed, and that, as a condition of any Restricted Stock
     award, the participant shall have delivered a stock
     power, endorsed in blank, relating to the Common Stock
     covered by such award. 

     (c) Restrictions and Conditions. The shares of Restricted
Stock awarded pursuant to this Section 10 shall be subject to the
following restrictions and conditions: 

          (i) Subject to the provisions of this Plan and the
     Restricted Stock Award Agreements, during such period as
     may be set by the Committee commencing on the grant date
     (the "Restriction Period"), the participant shall not be
     permitted to sell, transfer, pledge or assign shares of
     Restricted Stock awarded under the Plan. Within these
     limits, the Committee may, in its sole discretion,
     provide for the lapse of such restrictions in
     installments and may accelerate or waive such
     restrictions in whole or in part based on performance
     and/or such other factors as the Committee may determine,
     in its sole discretion. 

          (ii) Except as provided in paragraph (c)(i) of this
     Section 10, the participant shall have, with respect to
     the shares of Restricted Stock, all of the rights of a
     stockholder of the Corporation, including the right to
     vote and to receive any dividends. Dividends paid in
     stock of the Corporation or stock received in connection
     with a stock split with respect to Restricted Stock shall
     be subject to the same restrictions as on such Restricted
     Stock. Certificates for shares of unrestricted Stock
     shall be delivered to the participant promptly after, and
     only after, the period of forfeiture shall expire without
     forfeiture in respect of such shares of Restricted Stock.

          (iii) Subject to the provisions of the Restricted
     Stock Award Agreement and this Section 10, upon
     termination of employment for any reason during the
     Restriction Period, all shares still subject to
     restriction shall be forfeited by the participant;
     provided, however, that the participant shall be entitled
     to retain the shares of Restricted Stock which have been
     paid for by the participant.

          (iv) In the event of death or Disability or in the
     event that a participant's employment is terminated as
     the result of special hardship circumstances (other than
     for Cause), the Committee may, in its sole discretion,
     waive in whole or in part any or all remaining
     restrictions with respect to such participant's shares of
     Restricted Stock.
 
     Section 11. SUPPLEMENTAL CASH PAYMENTS. Subject to the
Committee's discretion, Stock Options, Stock Appreciation Rights,
Performance Units, or Restricted Stock agreements may provide for
the payment by the Corporation of a supplemental cash payment after
the exercise of a Stock Option or Stock Appreciation Right, at the
time of payment of a Performance Unit or at the end of the
restriction period of a Restricted Stock award. Supplemental cash
payments shall be subject to such terms and conditions as shall be
provided by the Committee at the time of grant, provided that in no
event shall the amount of each payment exceed: 

     (a) In the case of a Stock Option, the excess of the Fair
Market Value of a share of Common Stock on the date of exercise
over the option price, multiplied by the number of shares for which
such option is exercised, or 

     (b) In the case of a Stock Appreciation Right, Performance
Unit or Restricted Stock award, the value of the shares and other
consideration issued in payment of such award. 

     Section 12. SALE OR MERGER OR CHANGE IN CONTROL. In the case
of a merger or consolidation in which the Corporation is not the
surviving corporation, or a sale of all or substantially all of the
business or property of the Corporation, or liquidation or
dissolution of the Corporation, or in the event of a tender offer
or any other change involving a threatened change in control of the
Corporation which, in the opinion of the Committee, could deprive
the holders of the benefits intended to be conferred by awards
hereunder, the Committee may, in anticipation of any such
transaction or event, either at the time of grant or thereafter,
make such adjustments in the terms and conditions of outstanding
awards, as the Committee, in its sole discretion, determines are
equitably warranted under the circumstances including, without
limitation, (i) acceleration of exercise terms, or (ii)
acceleration of the lapse of restrictions and/or performance
objectives or other terms. 

     Section 13. GENERAL PROVISIONS. 

     (a) Governmental or Other Regulations. Each award under the
Plan shall be subject to the requirement that, if at any time the
Committee shall determine that (a) the listing, registration or
qualification of the shares of Common Stock subject or related
thereto upon any securities exchange or under any state or federal
law, or (b) the consent or approval of any government regulatory
authority, or (c) an agreement by the recipient of an award with
respect to the disposition of shares of Common Stock is necessary
or desirable as a condition of, or in connection with, the granting
of such award or the issue or purchase of shares of Common Stock
thereunder, such award may not be consummated in whole or in part
unless such listing, registration, qualification, consent, approval
or agreement shall have been effected or obtained free of any
conditions not acceptable to the Committee. A participant shall
agree, as a condition of receiving any award under the Plan, to
execute any documents, make any representations, agree to
restrictions on stock transferability and take any actions which,
in the opinion of legal counsel to the Corporation, is required by
any applicable law, ruling or regulation. 

     (b) Rights of a Stockholder. The recipient of any award under
the Plan, unless otherwise provided by the Plan, shall have no
rights as a stockholder with respect thereto unless and until
certificates for shares of Common Stock are issued to the
recipient. 

     (c) No Additional Rights. Nothing set forth in this Plan shall
prevent the Board from adopting other or additional compensation
arrangements, subject to stockholder approval if such approval is
required; and such arrangements may be either generally applicable
or applicable only in specific cases. Nothing in the Plan or in any
agreement entered into pursuant to the Plan shall confer upon any
participant the right to continue in the employment of the
Corporation or its Subsidiaries, or affect any right which the
Corporation or such Subsidiaries may have to terminate the
employment of the participant. 

     (d) Withholding. Whenever the Corporation proposes or is
required to issue or transfer shares of Common Stock under the
Plan, the Corporation shall have the right to require the recipient
to remit to the Corporation or provide indemnification satisfactory
to the Corporation for, an amount sufficient to satisfy any
federal, state or local withholding tax requirements prior to the
issuance or delivery of any certificate or certificates for such
shares. Whenever payments are to be made in cash, such payments
shall be net of an amount sufficient to satisfy any federal, state
or local withholding tax requirements. 

     (e) Non-Assignability. No award under the Plan shall be
assignable or transferable by the participant except by will or by
the laws of descent and distribution. During the life of a
participant, such award shall be exercisable only by the
participant or by the participant's guardian or legal
representative. 

     (f) Unfunded Status of Plan. The Plan is intended to
constitute an "unfunded" plan for incentive and deferred
compensation. With respect to any payments not yet made to a
participant or optionee by the Corporation, nothing set forth
herein shall give any such participant or optionee any rights that
are greater than those of a general creditor of the Corporation. In
its sole discretion, the Committee may authorize the creation of
trusts or other arrangements to meet the obligations created under
the Plan to deliver Common Stock or payments in lieu of or with
respect to awards hereunder; provided, however, that the existence
of such trusts or other arrangements is consistent with the
unfunded status of the Plan. 

     (g) Non-Uniform Determination. The Committee's determinations
under the Plan (including, without limitation, determinations of
the persons to receive awards, the form, amount and timing of such
awards, the terms and provisions of awards and the agreements
evidencing the awards, and the establishment of values and
performance targets) need not be uniform and may be made by it
selectively among persons who receive, or are eligible to receive,
awards under the Plan, whether or not such persons are similarly
situated. Notwithstanding anything contained in the Plan, the
Corporation may make loans to participants in connection with
awards under the Plan or otherwise. 

     (h) Amendment or Termination. The Board may amend, modify,
suspend or terminate the Plan at any time; provided, however, that
without stockholder approvals, the Board may not increase the
maximum number of shares which may be issued under the Plan (except
increases pursuant to Section 5(c) hereof), change the class of
employees eligible to receive awards, extend the period during
which any award may be exercised, extend the term of the Plan or
change the minimum option price. The termination or any
modification, suspension or amendment of the Plan shall not,
without the consent of a participant, adversely affect the
participant's rights under an award previously granted. The
Committee may amend the terms of any award or option theretofore
granted, prospectively or retroactively, but no such amendment
shall impair the rights of any holder without his consent. The
Committee may also substitute new Stock Options for previously
granted Stock Options including options granted under other plans
applicable to the participant and previously granted Stock Options
having higher option prices. 

     (i) Use of Proceeds. The proceeds received by the Corporation
from the sale of Common Stock pursuant to the sale or exercise of
awards under the Plan shall be added to the Corporation's general
funds and used for general corporate purposes. 

     (j) Section 16. It is intended that the Plan and any grants
made to a person subject to Section 16 of the Securities Exchange
Act of 1934 meet all of the requirements of Rule 16b-3 thereunder.
If any provision of the Plan or any award hereunder would
disqualify the Plan or such award, or would otherwise not comply
with Rule 16b-3, such provision or award shall be construed or
deemed amended to conform to Rule 16b-3. 

     (k) No Restriction on Right of Company to Effect Corporate
Changes. Nothing in the Plan shall affect the right or power of the
Corporation or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in
the Corporation's capital structure or its business, or any merger
or consolidation of the Corporation, or any issue of stock or of
options, warrants or rights to purchase stock or of bonds,
debentures, preferred or prior preference stocks whose rights are
superior to or affect the Common Stock or the rights thereof or
which are convertible into or exchangeable for Common Stock, or the
dissolution or liquidation of the Corporation, or any sale or
transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or
otherwise. 

     (l) Construction of Plan. The validity, interpretation, and
administration of the Plan and of any rules, regulations,
determinations, or decisions made thereunder, and the rights of any
and all persons having or claiming to have any interest therein or
thereunder, shall be determined exclusively in accordance with the
laws of the State of Alabama. 

     (m) Duration of the Plan. The Plan shall remain in effect
until all awards under the Plan have been satisfied by the issuance
of shares or the payment of cash, but no award shall be granted
more than ten (10) years after the effective date hereof.