UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

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


For the fiscal year ended May 31, 2003

                                       OR

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

Commission File No. 0-4339

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


           DELAWARE                                             63-0250005
--------------------------------                           -------------------
(STATE OR OTHER JURISDICTION OF                            (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NO.)

         ONE GOLDEN FLAKE DRIVE
           BIRMINGHAM, ALABAMA                                   35205
           -------------------                                   -----
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)


        REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE (205) 458-7316

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

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                    Common Capital Stock, Par Value $0.662/3
                                (TITLE OF CLASS)

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

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

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

         State  the  aggregate   market  value  of  the  voting  stock  held  by
non-affiliates of the registrant as of August 8, 2003.

                 Common Stock, Par Value $0.662/3 --$11,155,451

Indicate the number of shares outstanding of each of the Registrant's Classes of
Common Stock, as of August 8, 2003.

         CLASS                                    OUTSTANDING AT AUGUST 8, 2003
         -----                                    -----------------------------
Common Stock, Par Value $0.662/3                       11,883,305 shares

                       DOCUMENTS INCORPORATED BY REFERENCE
         Portions  of the  Annual  Proxy  Statement  for the  Annual  Meeting of
Stockholders to be held on September 30, 2003 are incorporated by reference into
Part III.
<PAGE>

PURPOSE OF AMENDMENT NO. 1

     The filing is made to restate  the  Company's  consolidated  statements  of
income  for the  years  2003,  2002  and  2001 and  consolidated  statements  of
financial  condition  as of May 31,  2003  and  2002  and  related  Management's
Discussion  and Analysis to reflect a correction of the  accounting for accruals
for its vacation pay and  self-insured  health and casualty  obligations.  Also,
selected  financial  data and  Management's  Discussion  and  Analysis  has been
restated as of and for the years ended May 31, 2003, 2002, 2001, 2000 and 1999.

     Regarding  the  accompanying   consolidated   financial   statements,   the
restatement  for  years  2003,  2002  and  2001  resulted  in a  reduction  in a
previously  reported  net loss of  approximately  $484,380  and a reduction in a
previously   reported  net  income  of   approximately   $476,844  and  $47,769,
respectively. Basic and Diluted loss per share was reduced by $.04 per share for
fiscal year 2003.  Basic and Diluted earnings per share declined $.04 for fiscal
2002 and earnings per share were not impacted for fiscal year 2001. In addition,
as a result of the cumulative  effect of the restatement,  retained earnings has
been reduced by  $1,927,462,  $2,411,842  and $1,934,999 as of May 31, 2003, May
31, 2002 and May 31, 2001,  respectively.  Also,  as a result of the  cumulative
effect of the  restatement  for the years 2001 through  2003,  opening  Retained
Earnings as of June 1, 2000 has been reduced by $1,887,230.

     The  restatement  adjustments  are  presented  in Note #2 in the  Notes  to
Consolidated   Financial   Statements  in  this  Form  10-K/A.  The  restatement
adjustments reflect a correction of the accounting for accruals for its vacation
pay and self-insured  health and casualty  obligations.  The Company  determined
that  there  had been an  error in its  accounting  for  self-insurance  related
liabilities.   The  adjustments  required  included  recognition  of  previously
unrecorded  liabilities  and  reductions  in amounts  previously  recognized  as
prepaid amounts to an employee benefit trust which were incorrect.

     The Company  determined  that it had not  recorded  liabilities  for earned
vacation not yet taken as required by Generally Accepted  Accounting  Principles
(GAAP).

     This amendment does not reflect the effect of any events  subsequent to the
original filing of the form 10-K for the year ended May 31, 2003, except for the
aforementioned restatements.

                                       2
<PAGE>

                                TABLE OF CONTENTS

                         FORM 10-K/A ANNUAL REPORT -2003
                            GOLDEN ENTERPRISES, INC.
<TABLE>
<CAPTION>

                                                                                           Page
                                                                                       ------------
<S>                                                                                   <C>
                    Purpose of Amendment No.1.............................................2

PART I.

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

PART II.

Item 5.             Market for Registrant's Common Equity
                        and Related StockholderMatters....................................8
Item 6.             Selected Financial Data............................................9-9A
Item 7.             Management's Discussion and Analysis of Financial Condition
                        and Results of Operations........................................10
Item 7A.            Quantitative and Qualitative Disclosure About Market Risk............16
Item 8.             Financial Statements and Supplementary Data..........................16
Item 9.             Changes in and Disagreements with Accountants
                      on Accounting and Financial Disclosure.............................42
Item 9A.            Controls and Procedures..............................................42

PART III.

Item 10.            Directors and Executive Officers of the Registrant...................43
Item 11.            Executive Compensation...............................................43
Item l2.            Security Ownership of Certain Beneficial
                      Owners and Management and Related Stockholder Matters..............43
Item 13.            Certain Relationships and Related Transactions.......................43
Item 14.            Controls and Procedures..............................................43
Item 15.            Principal Accountant Fees and Services...............................43

PART IV.

Item 16.            Exhibits, Financial Statement Schedules,
                      and Reports on Form 8-K............................................44
</TABLE>

                                       3
<PAGE>

                                     PART I

                               ITEM 1. - BUSINESS

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

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

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

                         GOLDEN FLAKE SNACK FOODS, INC.

GENERAL

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

RAW MATERIALS

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

DISTRIBUTION

      Golden Flake sells its  products  through its own sales  organization  and
independent  distributors to commercial  establishments which sell food products
in Alabama and in parts of Tennessee,  Kentucky, Georgia, Florida,  Mississippi,
Louisiana,  North Carolina, South Carolina,  Arkansas and Missouri. The products
are distributed by approximated 433 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 835 company  owned  vehicles  to support the route sales  system,
including  37  tractors  and 96 trailers  for long haul  delivery to the various
company warehouses located throughout its distribution areas, 644 store delivery
vehicles  and 58 cars and  miscellaneous  vehicles.  Golden Flake also leases 20
store delivery vehicles.

                                       4
<PAGE>

COMPETITION

         The snack foods  business is highly  competitive.  In the area in which
Golden Flake operates,  many companies engage in the production and distribution
of food products  similar to those  produced and sold by Golden Flake.  Most, if
not all, of Golden  Flake's  products  are in direct  competition  with  similar
products  of several  local and  regional  companies  and at least one  national
company,  the Frito Lay Division of Pepsi Co., Inc., which 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  1,100  employees.  Approximately  650
employees are involved in route sales and sales  supervision,  approximately 350
are  in  production  and  production  supervision,  and  approximately  100  are
management and administrative personnel.

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

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

OTHER MATTERS

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

ENVIRONMENTAL MATTERS

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

RECENT DEVELOPMENTS

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

                                       5
<PAGE>

                        EXECUTIVE OFFICERS OF REGISTRANT
                               AND ITS SUBSIDIARY
<TABLE>
<CAPTION>

     NAME AND AGE                                    POSITION AND OFFICES WITH MANAGEMENT
     ------------                                    ------------------------------------
<S>                            <C>
John S. Stein, 66             Mr.  Stein is  Chairman  of the  Board.  He was  elected  Chairman  on June 1,
                                  1996.  He served as Chief  Executive  Officer  from 1991 to April 4, 2001,
                                  and as  President  from  1985 to 1998  and from  June 1,  2000 to April 4,
                                  2001.  Mr.  Stein also served as  President  of Golden  Flake Snack Foods,
                                  Inc.  from  1976 to  1991.  Mr.  Stein  retired  as an  employee  with the
                                  Company on May 31, 2002. Mr. Stein is elected Chairman  annually,  and his
                                  present term will expire on May 31, 2004.

Mark W. McCutcheon, 48        Mr.  McCutcheon  is Chief  Executive  Officer and President of the Company and
                                  President of Golden Flake Snack Foods,  Inc., a wholly owned subsidiary of
                                  the Company.  He was elected  President and Chief Executive Officer of the
                                  Company on April 4, 2001 and  President  of Golden  Flake on  November  1,
                                  1998.  He has been  employed by Golden  Flake since 1980.  Mr.  McCutcheon
                                  is elected  Chief  Executive  Officer  and  President  of the  Company and
                                  President of Golden Flake  annually,  and his present terms will expire on
                                  May 31, 2004.

John H. Shannon, 66           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  the,  Mr.  Shannon  is  elected to his
                                  positions on an annual  basis,  and his present term of office will expire
                                  on May 31, 2004. (Reitred March 1, 2004)

Randy Bates, 49               Mr. Bates is Executive,  Vice-President of Sales, Marketing and Transportation
                                  for Golden  Flake.  He has held these  positions  since  October 26, 1998.
                                  Mr. Bates was  Vice-President  of Sales from October 1, 1994 to 1998.  Mr.
                                  Bates has been  employed by Golden  Flake since March 1979.  Mr.  Bates is
                                  elected to his  positions  on an annual  basis,  and his  present  term of
                                  office will expire on May 31, 2004.

David Jones, 50               Mr. Jones is Executive  Vice-President  of  Operations,  Human  Resources  and
                                  Quality  Control for Golden Flake.  He has held these  positions since May
                                  20,  2002.  Mr. Jones was  Vice-President  of  Manufacturing  from 1998 to
                                  2002 and  Vice-President  of Operations  from 2000 to 2002.  Mr. Jones has
                                  been  employed by Golden  Flake since  1984.  Mr.  Jones is elected to his
                                  positions on an annual  basis,  and his present term of office will expire
                                  on May 31, 2004.
</TABLE>

                              ITEM 2. - PROPERTIES

     The  headquarters  of the Company during the fiscal year ended May 31, 2003
were at Suite 208,  2140 11th  Avenue  South,  Birmingham,  Alabama  35205.  The
Company occupied  approximately 1500 square feet of office space under lease. On
March 1, 2004, the Company relocated to One Golden Flake Drive,  Birmingham,  AL
35205. The properties of the subsidiary are described below.

                                        6
<PAGE>

                                  GOLDEN FLAKE

MANUFACTURING PLANTS AND OFFICE HEADQUARTERS

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

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

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

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


DISTRIBUTION WAREHOUSES

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

VEHICLES

     Golden Flake owns a fleet of 835 vehicles  which includes 644 route trucks,
37 tractors,  96 trailers and 58 cars and miscellaneous  vehicles.  There are no
liens or encumbrances on Golden Flake's vehicle fleet.  Golden Flake also leases
20 route trucks 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.

                                       7
<PAGE>

                                     PART II

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

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

MARKET AND DIVIDEND INFORMATION

     The Company's common stock is traded in the  over-the-counter  market under
the "NASDAQ"  symbol,  GLDC, and  transactions are reported through the National
Association of Securities  Dealers Automated  Quotation (NASDAQ) National Market
System. The following tabulation sets forth the high and low sale prices for the
common stock during each quarter of the fiscal years ended May 31, 2003 and 2002
and the  amount  of  dividends  paid per  share  in each  quarter.  The  Company
currently  expects that  comparable  regular cash  dividends will be paid in the
future.

<TABLE>
<CAPTION>
                                                             MARKET PRICE
                                                       ------------------------
                                                                                  DIVIDEND PAID
   QUARTER                                                 HIGH          LOW       PER SHARE
FISCAL 2003
<S>                                                   <C>           <C>           <C>
 First ............................................  $   4.490     $    3.710    $     .0625
 Second ...........................................      5.530          2.760          .0625
 Third ............................................      4.100          2.160          .0313
 Fourth ...........................................      2.500          1.640          .0313

FISCAL 2002
 First ............................................  $   4.150     $    2.950    $     .0625
 Second ...........................................      4.020          3.150          .0625
 Third ............................................      3.950          3.400          .0625
 Fourth ...........................................      4.550          3.450          .0625
</TABLE>

As of August 8, 2003, there were approximately 1,500 shareholders of record.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

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

<TABLE>
<CAPTION>

EQUITY COMPENSATION PLAN INFORMATION
------------------------------ ---------------------------  --------------------------     ------------------------------------
Plan category                   (a)                          (b)                           (c)
                                Number of securities to be   Weighted-average exercise     Number of securities remaining
                                issued upon exercise of      price of outstanding          available for future issuance
                                outstanding options,         options, warrants and rights  under equity compensation plans
                                warrants and rights                                        (excluding securities reflected in
                                                                                           column (a))
------------------------------- --------------------------- -------------------------- ----------------------------------------
<S>                                      <C>                         <C>                                  <C>
Equity compensation plans                369,000                     $3.776                               130,000
approved by security holders
------------------------------- --------------------------- -------------------------- ----------------------------------------
Equity compensation plans                      0                          0                                     0
not approved by security
holders
------------------------------- --------------------------- -------------------------- ----------------------------------------
Total                                    369,000                     $3.776                               130,000
------------------------------- --------------------------- -------------------------- ----------------------------------------
</TABLE>

                                        8
<PAGE>

ITEM 6 - SELECTED FINANCIAL DATA

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY (RESTATED)

FINANCIAL REVIEW (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                     Year Ended May 31,
                                      -------------------------------------------------------------------------
OPERATIONS                                2003            2002           2001            2000          1999
                                        Restated        Restated       Restated       Restated       Restated
<S>                                   <C>             <C>            <C>            <C>            <C>
Net sales (b) ......................  $     96,604    $    104,335   $    102,797   $    113,227   $    115,662
Gain on sales of assets.............           304             756            599            250            537
Other income .......................           506             563            691             67             66
                                      ------------    ------------   ------------   ------------   ------------
     Total revenues ................        97,414         106,654        104,087        113,544        116,265
Cost of sales ......................        50,748          54,326         53,631         57,460         60,221
Selling, general and
  administrative expenses ..........        47,686          47,653         46,333         52,100         54,035
Interest ...........................           269             189             85           --             --
Restructuring charge ...............          --              --             --            2,565           --
(Loss) income before cumulative
    effect of a change in accounting
    policy and income
    taxes ..........................        (1,289)          3,486          4,038          1,419          2,009
Federal and state income taxes .....          (361)          1,367          1,386            642            726
Net (loss) income before cumulative
   effect of a change in accounting
   policy ..........................          (928)          2,119          2,652            777          1,283
Cumulative effect of a change in
    accounting policy net of
    taxes ..........................          --               413           --             --             --
         Net (loss) income .........  $       (928)   $      2,532   $      2,652   $        777   $      1,283
===============================================================================================================
FINANCIAL DATA
Depreciation and amortization ......  $      2,490    $      2,594   $      2,436   $      3,230   $      3,309
Capital expenditures, net of
disposals ..........................           287           3,802          1,294            149          1,861
Working capital ....................         8,818          10,989         12,909         14,028         10,220
Long-term debt .....................         3,862           5,083          1,807          1,807          1,579
Stockholders' equity ...............        24,078          27,233         27,865         28,641         31,082
Total assets .......................        36,492          40,840         40,243         41,814         41,065
===============================================================================================================
COMMON STOCK DATA
Net (loss) income before cumulative
  effect of a change in accounting
  policy ...........................  $      (0.08)   $       0.18   $       0.22   $       0.06   $       0.11
Cumulative effect of a change in
  accounting policy net of taxes ...          --              0.03           --             --             --
Basic and diluted net (loss) income          (0.08)           0.21           0.22           0.06           0.11
Dividends ..........................         .1875            0.25           0.25           0.24           0.36
Book value .........................          2.20            2.29           2.33           2.37           2.55
Price range ........................   5.530-1.640     4.550-2.950    4.750-2.875    4.125-2.313    6.625-2.500
===============================================================================================================
FINANCIAL STATISTICS
Current ratio ......................          2.09            2.37           2.58           2.43           2.29
Net (loss) income as percent of
    total revenues .................          (1.0)%           2.4%           2.5%           0.7%           1.1%
Net (loss) income as percent of
stockholders' equity (a) ...........          (5.1)%          10.1%           9.0%           3.9%           3.1%
===============================================================================================================
OTHER DATA
Weighted average common shares
   outstanding .....................    11,883,305      11,898,097     11,965,671     12,154,057     12,171,043
Common shares outstanding at
   year end ........................    11,883,305      11,883,305     11,932,741     12,065,000     12,160,950
Approximate number of
stockholders .......................         1,500           1,500          1,500          1,600          1,600
===============================================================================================================
</TABLE>

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

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

                                       9
<PAGE>

The 2003 Restatement adjustments affecting the years 2000 and 1999 are set forth
in the following table:
<TABLE>
<CAPTION>


                                                                   2000                                 1999
                                                          -------------------------            -------------------------
                                                               As                                   As
                                                           Previously      As                   Previously      As
                                                            Reported    Restated                 Reported    Restated
                                                          -------------------------            -------------------------
Income statement data;
<S>                                                     <C>                <C>               <C>                <C>
              Net sales                                 $      113,227     113,227           $      115,662     115,662
              Net Income                                         1,243         777                    1,073       1,283
              Basic and diluted net income per share              0.10        0.06                     0.09        0.11


Financial position data (at May 31):
              Total assets                              $       41,333      41,814           $       41,912      41,065
              Stockholders' equity                              30,528      28,641                   32,504      31,085

</TABLE>

The 2003  restatement  adjustments  affecting  the years  2000 and 1999 are
adjustments  with respect to self  insurance  accruals  and accrued  compensated
absences, as described in "Item 8. Financial Statements - Note 2. Restatement."

                                      9-A
<PAGE>


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

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Management's  Discussion and Analysis of Financial Condition and Results of
Operations  presented  below  reflects  certain  restatements  to the  Company's
previously reported consolidated  financial statements for all periods presented
(See  "Restatement"  below").  The  purpose  of this  discussion  is to  provide
additional  information about Golden Enterprises,  Inc., its financial condition
and  its  results  of  operations.  Readers  should  refer  to the  consolidated
financial  statements and other financial data presented  throughout this report
to fully understand the following discussion and analysis.

    The  accompanying  consolidated  financial  statements,  the restatement for
years 2003,  2002 and 2001 resulted in a reduction in a previously  reported net
loss of  approximately  $484,380 and a reduction  in a  previously  reported net
income of approximately  $476,844 and $47,769,  respectively.  Basic and Diluted
loss per share was  reduced  by $.04 per share for fiscal  year 2003.  Basic and
Diluted  earnings per share declined $.04 for fiscal 2002 and earnings per share
were not  impacted  for  fiscal  year  2001.  In  addition,  as a result  of the
cumulative  effect of the  restatement,  retained  earnings  has been reduced by
$1,927,462,  $2,411,842  and $1,934,999 as of May 31, 2003, May 31, 2002 and May
31,  2001,  respectively.  Also,  as a result  of the  cumulative  effect of the
restatement  for the years 2001 through 2003,  opening  Retained  Earnings as of
June 1, 2000 has been  reduced by  $1,887,230.  For a discussion  of  individual
adjustment items, see "Item 8- Financial Statements- Notes 2 Restatement."

OVERVIEW

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

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

     The  Company  sells its  products  through its own sales  organization  and
independent  distributors to commercial  establishments  that sell food products
primarily in the  Southeastern  United States.  The products are  distributed by
approximately 433 route  representatives who are supplied with selling inventory
by the Company's trucking fleet. All of the route  representatives are employees
of the Company and use the Company's direct-store delivery system.

                                       10
<PAGE>

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

     The Company believes the following to be critical accounting policies. That
is,  they  are  both  important  to the  portrayal  of the  Company's  financial
condition  and  results  and  they  require  management  to make  judgments  and
estimates about matters that are inherently uncertain.

Revenue Recognition

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

     In November  2001,  the Emerging  Issues task force  reached a consensus on
Issue No. 01-09  Accounting  for  Consideration  given by a Vendor to a Customer
(Including a Reseller of the Vendor's Products)  effective for annual or interim
periods  beginning after December 15, 2001. The issue addresses the recognition,
measurement and income statement  classification  for certain sales  incentives.
The Company  implemented  this new  accounting  policy in the fourth  quarter of
fiscal 2002. The effect of this accounting  change is to adopt this policy as of
the  beginning  of the fiscal  2002 (June 1, 2001).  Certain of these  expenses,
including  slotting  fees,  previously  classified  as  selling,   general,  and
administrative  expenses,  are  now  characterized  as  offsets  to  net  sales.
Reclassifications have been made to prior period financial statements to conform
to current year presentation. Total vendor sales incentives now characterized as
reductions of net sales that  previously  would have been classified as selling,
general and  administrative  expenses were  approximately  $12.8 million,  $11.7
million and $12.9 million for the years ended 2003, 2002 and 2001, respectively.
There was no resulting impact on net operating results from adopting EITF 01-09.

Change in Accounting Policy

     The Company  changed its accounting  policy in the fourth quarter of fiscal
2002 with regard to slotting fees. The effect of this  accounting  change was to
adopt this policy as of the beginning of fiscal 2002 (June 1, 2001). Previously,
slotting fees were  expensed as incurred.  The Company  changed this  accounting
policy to capitalize and amortize such costs over the expected  benefit  period,
which is generally one year.  This change in accounting  policy was made to more
closely  match the cost of the shelf space  obtained with the slotting fees with
the revenues  produced by the shelf space. The cumulative  effect of this change
in accounting  policy resulted in a non-cash  cumulative  adjustment of $413,401
($0.03 per share), net of taxes. The accounting change also increased net income
before the cumulative  effect in 2002 by $197,141  ($0.02 per share).  Quarterly
results for 2002  reflecting  this change in accounting are included in Note 16,
Quarterly Results of Operations.

                                       11
<PAGE>

Accounts Receivable

     The Company records accounts  receivable at the time revenue is recognized.
Amounts for bad debt expense are recorded in selling, general and administrative
expenses  on the  Consolidated  Statements  of  Operations.  The  amount  of the
allowance  for  doubtful  accounts  is based  on  management's  estimate  of the
accounts  receivable amount that is uncollectible.  Management records a general
reserve based on analysis of historical  data. In addition,  management  records
specific reserves for receivable  balances that are considered  high-risk due to
known facts  regarding  the  customer.  The  allowance for bad debts is reviewed
quarterly, and it is determined whether the amount should be changed. Failure of
a major customer to pay the Company amounts owed could have a material impact on
the financial  statements  of the Company.  At May 31, 2003 and 2002 the Company
had accounts  receivables in the amount of $7.9 million and $9.4 million, net of
an  allowance   for  doubtful   accounts  of  $0.2  million  and  $0.2  million,
respectively.

Inventories

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

Accrued Expenses

     Management estimates certain material expenses in an effort to record those
expenses in the period incurred. The most material accrued estimates relate to a
salary  continuation  plan for certain key  executives  of the  Company,  and to
insurance-related expenses, including self-insurance.  Workers' compensation and
general  liability  insurance  accruals are recorded  based on insurance  claims
processed as well as historical claims  experience for claims incurred,  but not
yet reported.  These estimates are based on historical loss development factors.
Employee  medical  insurance  accruals  are  recorded  based on  medical  claims
processed as well as historical  medical claims  experienced for claims incurred
but not yet reported. Differences in estimates and assumption could result in an
accrual requirement materially different from the calculated accrual.

OTHER MATTERS

    Transactions  with  related  parties,  reported  in Note 14 of the  Notes to
Consolidated Financial Statements, are conducted on an arm's-length basis in the
ordinary course of business.

LIQUIDITY AND CAPITAL RESOURCES

     Working  capital was $8.8 million at May 31, 2003 compared to $11.0 million
at May 31, 2002 Net cash  provided  by  operations  amounted to $4.6  million in
fiscal year 2003,  $1.9 million in fiscal year 2002 and $0.05  million in fiscal
year 2001. The increase in net cash provided by operations is primarily  related
to decreases in receivables,  inventories,  prepaid  expenses and an increase in
accrued  expenses  offset by the net loss for fiscal  year 2003 of $0.9  million
compared to the net income for fiscal year 2002 of $2.5 million.

    Additions  to property,  plant and  equipment,  net of  disposals  were $0.3
million, $3.8 million, $1.3 million and $1.3 million in fiscal years 2003, 2002,
and 2001, respectively, and are expected to be about $1.7 million in 2004.

     Cash  dividends  of $2.2  million,  $3.0 million and $3.0 million were paid
during fiscal years 2003, 2002, and 2001,  respectively.  The quarterly dividend
was  reduced to  $.03125  from  $.0625 in the third  quarter  in  response  to a
decrease in earnings.

     No cash was used to purchase  treasury  shares in fiscal 2003, $0.2 million
was used in 2002, and $0.5 million was used for this purpose in 2001.

                                       12
<PAGE>

      During fiscal 2003, the company  re-paid debt, net of borrowings,  of $1.6
million.

     The following table summarizes the significant  contractual  obligations of
the Company as of May 31, 2003:

<TABLE>
<CAPTION>
CONTRACTUAL OBLIGATIONS          TOTAL        2004      2005-2006   2007-2008  THEREAFTER
-----------------------        ----------  ----------  ----------  ----------- ----------
<S>                            <C>         <C>         <C>         <C>         <C>
Long-Term Debt                 $2,422,909  $  432,142  $  904,933  $  961,970  $  123,864

Purchase Commitment             3,684,000   1,588,000   2,096,000         -0-         -0-

Salary Continuation Plan        1,959,586      88,595     199,860     234,413   1,436,718
                               ----------  ----------  ----------  ----------  ----------
Total Contractual Obligations  $8,066,495  $2,108,737  $3,200,793  $1,196,383  $1,560,582
                               ==========  ==========  ==========  ==========  ==========
</TABLE>


Other Commitments

     The Company had letters of credit in the amount of  $1,790,000  outstanding
at May 31, 2003 to support the Company's commercial self-insurance program.

     The Company has a  line-of-credit  agreement with a local bank that permits
borrowing  up to $1  million.  The  line-of-credit  is subject to the  Company's
continued credit  worthiness and compliance with the terms and conditions of the
advance application.

     Long-term  liabilities as a percentage of total capitalization was 16.5% at
May 31, 2003. The Company's current ratio at year end was 2.15 to l.00.

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


OPERATING RESULTS

     Net sales  decreased  by 7.4% in fiscal  year  2003,  increased  by 1.5% in
fiscal year 2002,  and  decreased  by 9.2% in fiscal year 2001.  The decrease in
fiscal  2003  was due to a  general  sales  weakness  in the U.S.  salty  snacks
category, particularly during the first part of the fiscal year. The increase in
fiscal 2002 was primarily due to less promotional  payments to vendors that were
subtracted  from sales as required by EITF 01-9.  The sales  decrease for fiscal
2001 was primarily a result of discontinuing the  Company-operated  distribution
of Golden  Flake  Branded  products  in three  fringe  sales  regions in Central
Florida as part of the fiscal year 2000 restructuring plan.

                                       13
<PAGE>

     Cost of sales as a percentage of net sales amounted to 52.5% in 2003, 52.1%
in 2002, and 52.2% in 2001. The percentage  increase in cost of sales for fiscal
2003 was caused by the lower sales volume and higher commodity prices and energy
cost.  The cost decrease in 2002 was due primarily to lower energy costs,  while
the higher cost in 2001 was attributed to higher energy prices.

     Selling,  general and  administrative  expenses  were 49.4% of net sales in
2003,  45.7% in 2002, and 45.1% in 2001. The higher  percentage  cost for fiscal
2003 is  attributed  to  significant  increases  in employee  medical,  worker's
compensation,  general and auto liability insurance costs, and energy costs. The
more favorable cost  percentages  for fiscal 2002 and 2001 were primarily due to
lower selling and delivery cost brought about by the exiting of the fringe sales
regions in Central Florida as part of the fiscal 2000 restructuring plan.

     The Company's  effective tax rates for 2003,  2002,  and 2001 were (27.9%).
39.2% and 34.3%,  respectively.  Note 8 to the Consolidated Financial Statements
provides additional information about the provision for income taxes.

OFF-BALANCE SHEET ARRANGEMENT

     The Company entered into a five-year term product purchase agreement during
the year ending May 31, 2001 with a supplier.  Under the terms of the  agreement
the minimum  purchase  quantity and the purchase price were fixed resulting in a
minimum first year commitment of approximately $2,171,000. After the first year,
the  minimum  purchase  quantity  was fixed and the  purchase  unit  price,  was
negotiable  based on the current  market.  The  purchase  product  agreement  as
subsequently  amended  is  described  in more  detail in Note 13 of the Notes to
Consolidated Financial Statements.


MARKET RISK

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

     The Company's cash equivalents consist of short-term marketable securities.
Presently these are variable rate money market funds.  Its bank loans also carry
variable rates.  Assuming year end 2003 variable rate investment levels and bank
loan balances, a one-point change in interest rates would impact interest income
by $10,159 and interest expense by $24,229.

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


INFLATION

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

                                       14
<PAGE>

ENVIRONMENTAL MATTERS

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

FORWARD-LOOKING STATEMENTS

     This discussion  contains  certain  forward-looking  statements  within the
meaning of the Private Securities  Litigation Reform Act of 1995. Actual results
could differ materially from those forward-looking statements.  Factors that may
cause actual results to differ materially  include price  competition,  industry
consolidation,  raw  material  costs and  effectiveness  of sales and  marketing
activities,  as described in the Company's  filings with Securities and Exchange
Commission.

RECENT ISSUED ACCOUNTING PRONOUNCEMENTS

     Effective June 1, 2002, the Company adopted Financial  Accounting Standards
Board ("FASB")  Statement of Financial  Accounting  Standards  ("SFAS") No. 142,
"Goodwill  and Other  Intangible  Assets",  which  requires  that  goodwill  and
intangible  assets with  indefinite  useful  lives no longer be  amortized,  but
instead,  subjected to impairment  testing.  Intangible assets with finite lives
will continue to be amortized over their useful lives.  SFAS No. 142 requires an
initial goodwill and indefinite life intangible  asset impairment  assessment in
the year of adoption  and annual  impairment  testing  thereafter  based on fair
value.  The  adoption  of SFAS  No.142  did not have a  material  impact  on the
Company's financial position, results of operations or cash flows.

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

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

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

                                       15
<PAGE>

     In November,  2002,  the FASB issued  Interpretation  No. 45,  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of Indebtedness of Others." Interpretation 45 requires a guarantor to
include disclosure of certain  obligations and, if applicable,  at the inception
of the  guarantee,  to recognize a liability for the fair value of other certain
obligations  undertaken in issuing a guarantee.  The recognition  requirement is
effective for guarantees  issued or modified after December 31, 2002 and did not
have material impact on the Company.

     In January 2003, the FASB issued FASB  Interpretation  No. 46 (FIN No. 46),
"Consolidation of Variable Interest Entities,  an Interpretation of ARB No. 51."
FIN No. 46 requires certain variable interest entities to be consolidated by the
primary  beneficiary of the entity if the equity  investors in the entity do not
have the  characteristics  of a  controlling  financial  interest or do not have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional  subordinated  financial  support from other  parties.  FIN No. 46 is
effective  for all new  variable  interest  entities  created or acquired  after
January 31, 2003. For variable  interest  entities  created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first interim
or annual period  beginning after June 15, 2003. The Company does not expect FIN
No.  46 to have a  material  effect  on its  results  of  operations,  financial
condition or cash flows.

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

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


ITEM 8.- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The consolidated  financial statements of the registrant and its subsidiary
for the year ended May 31, 2003,  consisting  of the  following,  are  contained
herein:

<TABLE>
<CAPTION>
<S>                                                      <C>
Consolidated  Balance Sheets (Restated)                   - May 31, 2003 and 2002

Consolidated  Statements of Operations (Restated)         - Years ended May 31, 2003, 2002 and 2001

Consolidated Statements of Cash Flows (Restated)          - Years ended May 31, 2003, 2002 and 2001

Consolidated Statements of Changes
    in Stockholders'Equity (Restated)                     - Years ended May 31, 2003, 2002 and 2001

Notes to Consolidated Financial Statements (Restated)     - Years ended May 31, 2003, 2002 and 2001

Quarterly Results of Operations (Restated)                - Years ended May 31, 2003, and 2002

</TABLE>

                                       16
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



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


We have audited the accompanying  restated consolidated balance sheets of Golden
Enterprises,  Inc. and  subsidiary as of May 31, 2003 and 2002,  and the related
consolidated restated statements of operations,  changes in stockholders' equity
and cash flows for each of the three years in the period ended May 31, 2003. Our
audits also included the  financial  statement  schedule  listed at Item 16(a)2.
These restated  consolidated  financial statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

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

In our opinion, the restated consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Golden  Enterprises,  Inc. and  subsidiary as of May 31, 2003 and 2002,  and the
consolidated  results of their  operations  and their cash flows for each of the
three years in the period  ended May 31, 2003,  in  conformity  with  accounting
principles  generally  accepted  in the United  States of  America.  Also in our
opinion, such financial statement schedule,  when considering in relation to the
basic consolidated  financial statements,  taken as a whole, presents fairly, in
all material respects, the information set forth therein.



                              Dudley, Hopton-Jones, Sims & Freeman, PLLP

Birmingham, Alabama
July 21, 2004

                                       17
<PAGE>

                       GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                             CONSOLIDATED BALANCE SHEETS
                                May 31, 2003 and 2002


                                     ASSETS

                                              Restated    Restated
                                                2003        2002
                                            -----------  -----------
CURRENT ASSETS
   Cash and cash equivalents .............  $ 1,278,333  $   302,478
   Receivables:
     Trade accounts ......................    7,835,874    8,777,476
     Other ...............................      206,480      835,225
                                            -----------  -----------
                                              8,042,354    9,612,701
     Less: Allowance for doubtful accounts      196,100      196,100
                                            -----------  -----------
                                              7,846,254    9,416,601
     Notes receivable, current ...........       42,253       45,918
                                            -----------  -----------
                                              7,888,507    9,462,519
                                            -----------  -----------
   Inventories:
     Raw materials .......................    1,496,992    1,605,640
     Finished goods ......................    2,289,145    3,604,482
                                            -----------  -----------
                                              3,786,137    5,210,122
   Prepaid expenses ......................    2,881,121    3,664,479
   Deferred income taxes .................      652,153      321,295
                                            -----------  -----------
      Total current assets ...............   16,486,251   18,960,893
                                            -----------  -----------
PROPERTY, PLANT AND EQUIPMENT
   Land ..................................    3,030,974    3,086,571
   Buildings .............................   16,897,204   17,040,006
   Machinery and equipment ...............   41,478,108   40,819,601
   Transportation equipment ..............   15,113,558   15,286,803
                                            -----------  -----------
                                             76,519,844   76,232,981
     Less: Accumulated depreciation ......   61,158,271   59,136,721
                                            -----------  -----------
                                             15,361,573   17,096,260
                                            -----------  -----------
OTHER ASSETS
   Notes receivable, long-term ...........    1,865,747    1,981,718
   Cash surrender value of life insurance     2,762,739    2,785,336
   Other .................................       15,233       15,337
                                            -----------  -----------
     Total other assets ..................    4,643,719    4,782,391
                                            -----------  -----------
     TOTAL ...............................  $36,491,543  $40,839,544
                                            ===========  ===========

See Accompanying Notes to Restated
Consolidated Financial Statements

                                       18
<PAGE>

                         LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                                            Restated           Restated
                                                                                              2003                2002
                                                                                          ------------        ------------
CURRENT LIABILITIES
<S>                                                                                       <C>                 <C>
   Checks outstanding in excess of bank balances .........................                $  1,157,108        $    621,326
   Accounts payable ......................................................                   1,700,934           2,189,729
   Current portion of long-term debt .....................................                     432,142             371,516
   Note payable - line of credit .........................................                        --               478,894
   Other accrued expenses ................................................                   4,289,448           4,228,508
   Salary continuation plan ..............................................                      88,595              81,805
                                                                                          ------------        ------------
     Total current liabilities ...........................................                   7,668,227           7,971,778
                                                                                          ------------        ------------
LONG-TERM LIABILITIES
   Note payable - bank, non-current ......................................                   1,990,767           3,150,020
   Salary continuation plan ..............................................                   1,870,991           1,932,586
   Deferred income taxes .................................................                     884,033             551,742
                                                                                          ------------        ------------
     Total long-term liabilities .........................................                   4,745,791           5,634,348
                                                                                          ------------        ------------
STOCKHOLDERS' EQUITY
   Common stock - $.66 2/3 par value:
   Authorized 35,000,000 shares;
     issued 13,828,793 shares ............................................                   9,219,195           9,219,195
   Additional paid-in capital ............................................                   6,497,954           6,497,954
   Retained earnings .....................................................                  18,893,553          22,049,446
   Treasury shares - at cost (1,945,488) shares ..........................                 (10,533,177)        (10,533,177)
                                                                                          ------------        ------------
   Total stockholders' equity ............................................                  24,077,525          27,233,418
                                                                                          ------------        ------------



TOTAL ....................................................................                $ 36,491,543        $ 40,839,544
                                                                                          ------------        ------------
</TABLE>

                                       19
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     Years Ended May 31, 2003, 2002 and 2001

<TABLE>
<CAPTION>

                                                                      Restated            Restated             Restated
                                                                        2003                2002                 2001
                                                                    ------------       -------------       -------------
<S>                                                                 <C>                <C>                 <C>
   Net sales .................................................      $ 96,604,461       $ 104,335,234       $ 102,796,741
   Cost of sales .............................................        50,747,626          54,325,919          53,631,311
                                                                    ------------       -------------       -------------
   Gross margin ..............................................        45,856,835          50,009,315          49,165,430
   Selling, general and administrative expenses ..............        47,686,174          47,653,164          46,333,145
                                                                    ------------       -------------       -------------
   Operating (loss) income ...................................        (1,829,339)          2,356,151           2,832,285
                                                                    ------------       -------------       -------------
   Other income (expenses):
   Gain on sale of assets ....................................           304,221             756,259             599,497
   Interest expense ..........................................          (268,489)           (190,159)            (85,420)
   Other income ..............................................           506,296             563,383             691,027
                                                                    ------------       -------------       -------------
     Total other income (expenses) ...........................           542,028           1,129,483           1,205,104
                                                                    ------------       -------------       -------------
     (Loss) income before cumulative effect of a change
      in accounting policy and income taxes ..................        (1,287,311)          3,485,634           4,037,389
                                                                    ------------       -------------       -------------
      Provision for income taxes .............................          (359,546)          1,366,930           1,385,003
                                                                    ------------       -------------       -------------
     Net (loss) income before cumulative effect of a change in
      accounting policy ......................................          (927,765)          2,118,704           2,652,386
     Cumulative effect of a change in accounting
      policy, net of taxes of $262,037 .......................              --               413,401                --
                                                                    ------------       -------------       -------------
     Net (loss) income .......................................      $   (927,765)      $   2,532,105       $   2,652,386
                                                                    ============       =============       =============
PER SHARE OF COMMON STOCK
   Net (loss) income before cumulative effect of a change
     in accounting policy ....................................      $      (0.08)      $        0.18       $        0.22
   Cumulative effect of a change in accounting
     policy, net of taxes ....................................              --                  0.03                --
                                                                    ------------       -------------       -------------
   Basic earnings ............................................      $      (0.08)      $        0.21       $        0.22
                                                                    ============       =============       =============
   Diluted earnings ..........................................      $      (0.08)      $        0.21       $        0.22
                                                                    ============       =============       =============

</TABLE>

See Accompanying Notes to Restated
Consolidated Statements

                                       20
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                     Years Ended May 31, 2003, 2002 and 2001

<TABLE>
<CAPTION>

                                                                   Additional                                           Total
                                                     Common         Paid-in          Retained         Treasury       Stockholders'
                                                      Stock         Capital          Earnings          Shares          Equity
                                                   ----------    -------------     ------------     ------------     -------------
<S>                                                <C>           <C>               <C>              <C>              <C>
Balance - May 31, 2000 as originally reported ...  $9,219,195    $ 624,686,435     $ 24,686,435     $ (9,877,217)    $ 30,527,967
   Effect of restatement on periods ending on or
    prior to May 31, 2000 .......................        --               --         (1,887,230)            --         (1,887,230)
                                                   ----------    -------------     ------------     ------------     -------------
Balance - May 31, 2000 as restated ..............   9,219,195        6,499,554       22,799,205       (9,877,217)      28,640,737
   Net income - 2001 ............................        --               --          2,652,386             --          2,652,386
   Cash dividends paid ..........................        --               --         (2,960,245)            --         (2,960,245
   Treasury shares purchased ....................        --               --               --           (467,951)        (467,951)
                                                   ----------    -------------     ------------     ------------     -------------
Balance - May 31, 2001 as restated ..............   9,219,195        6,499,554       22,491,346      (10,345,168)      27,864,927
   Net income - 2002 ............................        --               --          2,532,105             --          2,532,105
   Cash dividends paid ..........................        --               --         (2,974,005)            --         (2,974,005)
   Treasury shares purchased ....................        --               --               --           (193,419)        (193,419)
   Stock options exercised ......................        --             (1,600)            --              5,410            3,810
                                                   ----------    -------------     ------------     ------------     -------------
Balance - May 31, 2002 as restated ..............   9,219,195        6,497,954       22,049,446      (10,533,177)      27,233,418
   Net loss - 2003 ..............................        --               --           (927,765)            --           (927,765)
   Cash dividends paid ..........................        --               --         (2,228,128)            --         (2,228,128)
                                                   ----------    -------------     ------------     ------------     -------------
Balance - May 31, 2003 as restated ..............  $9,219,195    $   6,497,954     $ 18,893,553     $(10,533,177)    $ 24,077,525
                                                   ==========    =============     ============     ============     =============
</TABLE>

See Accompanying Notes to Restated
Consolidated Financial Statements

                                       21
<PAGE>

                GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                Years Ended May 31, 2003, 2002 and 2001

<TABLE>
<CAPTION>
                                                                                 Restated         Restated           Restated
                                                                                   2003             2002               2001
                                                                               -----------       -----------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                            <C>               <C>                <C>
   Net (loss) income ......................................................... $  (927,765)      $2,532,105         $2,652,386
   Adjustment to reconcile net (loss) income to net cash provided
    by operating activities:
      Cumulative effect of a change in accounting policy .....................        --            (413,401)             --
      Depreciation ...........................................................   2,490,329         2,593,621         2,435,262
      Deferred income taxes ..................................................       1,431            36,641           436,613
      Gain on sale of property and equipment .................................    (304,221)         (756,259)         (599,497)
    Decrease (increase) in receivables - net .................................   1,570,347          (408,060)         (486,252)
    Decrease (increase) in inventories .......................................   1,423,985          (470,362)         (697,415)
    Decrease (increase)  in prepaid expenses .................................     783,358        (1,667,703)         (741,112)
    Decrease in cash surrender value of insurance ............................      22,597            50,614            30,591
    (Decrease) increase in accounts payable ..................................    (488,795)          265,301        (1,473,900)
    Increase (decrease) in accrued expenses ..................................      61,046            90,449        (1,590,559)
    (Decrease) increase in salary continuation plan ..........................     (54,805)           86,568            83,542
                                                                               -----------       -----------        ----------
      Net cash provided by operating activities ..............................   4,577,507         1,939,514            49,659
                                                                               -----------       -----------        ----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property, plant and equipment .................................    (851,111)       (5,236,601)       (2,443,988)
   Proceeds from sale of property, plant and equipment .......................     399,690         1,301,160           253,972
   Cash received from disposal of Nashville plant and equipment ..............        --                --           1,710,000
   Collection of notes receivable ............................................     119,636            42,399            19,965
   Investment securities available-for-sale:
    Purchases ................................................................        --                --            (357,332)
    Proceeds from disposals ..................................................        --             625,326           243,477
                                                                               -----------       -----------        ----------
      Net cash used in investing activities ..................................    (331,785)       (3,267,716)         (573,906)
                                                                               -----------       -----------        ----------
</TABLE>

See Accompanying Notes to Restated
Consolidated Financial Statements

                                       22
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                     Years Ended May 31, 2003, 2002 and 2001

<TABLE>
<CAPTION>

                                                                          Restated            Restated           Restated
                                                                            2003                2002               2001
                                                                        ------------        -----------        -----------
CASH FLOWS FROM FINANCING ACTIVITIES
<S>                                                                     <C>                 <C>               <C>
   Debt proceeds ....................................................     11,543,824          7,806,676            860,100
   Debt repayments ..................................................    (13,121,345)        (4,666,346)              --
   Increase (decrease)  in checks outstanding in excess of bank
      balances ......................................................        535,782           (931,135)           931,996
   Purchases of treasury shares .....................................           --             (193,419)          (467,951)
   Proceeds from exercise of stock options ..........................           --                3,810               --
   Cash dividends paid ..............................................     (2,228,128)        (2,974,005)        (2,960,245)
                                                                        ------------        -----------        -----------
      Net cash used in financing activities .........................     (3,269,867)          (954,419)        (1,636,100)
                                                                        ------------        -----------        -----------
NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS .................................................        975,855         (2,282,621)        (2,160,347)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF YEAR ................................................        302,478          2,585,099          4,745,446
                                                                        ------------        -----------        -----------
CASH AND CASH EQUIVALENTS AT
   END OF YEAR ......................................................   $  1,278,333        $   302,478        $ 2,585,099
                                                                        ============        ===========        ===========
SUPPLEMENTAL INFORMATION
   Cash paid during the year for:
    Income taxes ....................................................   $   (626,349)       $ 2,343,597        $ 1,898,808
    Interest ........................................................        268,489            190,159             85,420
   Noncash items:
    Equipment traded in .............................................         22,123               --                 --
    Notes receivable issued in connection with sale of property .....           --                 --            2,090,000
</TABLE>

                                       23
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
               NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS
                           May 31, 2003, 2002 and 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

REVENUE CLASSIFICATION CHANGES
In November  2001,  the Emerging  Issues Task Force reached a consensus on Issue
No.  01-09  Accounting  for  Consideration  Given  by a  Vendor  to  a  Customer
(Including a Reseller of the Vendor's Products)  effective for annual or interim
periods  beginning after December 15, 2001. The issue addresses the recognition,
measurement and income statement  classification  for certain sales  incentives.
The Company  implemented  this new  accounting  policy in the fourth  quarter of
fiscal 2002. The effect of this accounting  change is to adopt this policy as of
the  beginning  of the fiscal  2002 (June 1, 2001).  Certain of these  expenses,
including  slotting  fees,  previously  classified  as  selling,   general,  and
administrative  expenses,  are  now  characterized  as  offsets  to  net  sales.
Reclassifications have been made to prior period financial statements to conform
to current year presentation. Total vendor sales incentives now characterized as
reductions of net sales that  previously  would have been classified as selling,
general and  administrative  expenses were  approximately  $12.8 million,  $11.7
million and $12.9 million for the years ended 2003, 2002 and 2001, respectively.
There was no resulting impact on net operating results from adopting EITF 01-09.

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

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

                                       24
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
         NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                           May 31, 2003, 2002 and 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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

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

SELF-INSURANCE
The Company is self-insured for certain losses relating to automobile liability,
general liability,  workers'  compensation,  property losses and medical claims.
The Company  has stop loss  coverage to limit the  exposure  arising  from these
claims.  Self-insurance  claims  filed and claims  incurred but not reported are
accrued  based  upon  management's  estimates  of the  aggregate  liability  for
uninsured  claims  incurred.  Workers'  compensation,   automobile  and  general
liability  costs are  covered by standby  letters of credit  with the  Company's
claims  administrators.  Claims in excess of the self  insured  levels are fully
insured.

ADVERTISING
The Company expenses advertising costs as incurred.  These costs are included in
selling,  general  and  administrative  expenses  in the  restated  consolidated
Statement of Operations.  Advertising expense amounted to $5,031,409, $4,371,719
and $5,739,488 for the fiscal years 2003, 2002 and 2001, respectively.

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

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

STOCK OPTIONS
The Company applies APB Opinion 25,  "Accounting for Stock Issued to Employees,"
and  related  interpretations  in  accounting  for all stock  option  plans.  No
stock-based  compensation  cost has been  recognized  in  operations  for  stock
options  granted because the option exercise price was equal to or more than the
market price of the underlying common stock on the date of grant.

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

                                       25
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
         NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                           May 31, 2003, 2002 and 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

<TABLE>
<CAPTION>
                                                                                          Years Ended May 31,
                                                                         -----------------------------------------------------
                                                                            Restated            Restated            Restated
                                                                             2003                  2002                2001
                                                                         -------------       -------------       -------------
<S>                                                                      <C>                 <C>                 <C>
Net (loss) income as reported .........................................  $    (927,765)      $   2,532,105       $   2,652,386
Deduct: total stock-based employee compensation expense
 determined under fair value based method for all awards,
 net of related tax effects ...........................................        (12,660)            (52,289)               --
                                                                         -------------       -------------       -------------
Pro forma net (loss) income ...........................................  $    (940,425)          2,479,816           2,652,386
                                                                         =============       =============       =============

(Loss) earnings per share:
Basic - as reported ...................................................  $        (.08)      $         .21       $         .22
                                                                         =============       =============       =============
Basic - Pro forma .....................................................  $        (.08)      $          21       $         .22
                                                                         =============       =============       =============

Diluted - as reported .................................................  $        (.08)      $         .21       $         .22
                                                                         =============       =============       =============
Diluted - Pro forma ...................................................  $        (.08)      $         .21       $         .22
                                                                         =============       =============       =============
</TABLE>

SHIPPING AND HANDLING COSTS
Shipping and  handling  costs,  which  include  salaries and vehicle  operations
expenses  relating to the  delivery of products to  customers by the Company are
classified as selling, general and administrative (SG&A) expenses.  Shipping and
handling  costs  classified as SG&A  amounted to $2.3 million,  $2.5 million and
$2.4 million for the fiscal years 2003, 2002 and 2001, respectively.

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

RECENT ISSUED ACCOUNTING PRONOUNCEMENTS

Effective June 1, 2002, the Company adopted Financial Accounting Standards Board
("FASB") Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill
and Other Intangible Assets", which requires that goodwill and intangible assets
with indefinite useful lives no longer be amortized,  but instead,  subjected to
impairment  testing.  Intangible  assets with finite  lives will  continue to be
amortized over their useful lives. SFAS No. 142 requires an initial goodwill and
indefinite life intangible asset  impairment  assessment in the year of adoption
and annual  impairment  testing  thereafter based on fair value. The adoption of
SFAS No. 142 did not have a material impact on the Company's financial position,
results of operations or cash flows.

                                       26
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
         NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                           May 31, 2003, 2002 and 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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

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

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

In  November,   2002,  the  FASB  issued  Interpretation  No.  45,  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of Indebtedness of Others." Interpretation 45 requires a guarantor to
include disclosure of certain  obligations and, if applicable,  at the inception
of the  guarantee,  to recognize a liability for the fair value of other certain
obligations  undertaken in issuing a guarantee.  The recognition  requirement is
effective for guarantees  issued or modified after December 31, 2002 and did not
have a material impact on the Company.

In January  2003,  the FASB  issued  FASB  Interpretation  No. 46 (FIN No.  46),
"Consolidation of Variable Interest Entities,  an Interpretation of ARB No. 51."
FIN No. 46 requires certain variable interest entities to be consolidated by the
primary  beneficiary of the entity if the equity  investors in the entity do not
have the  characteristics  of a  controlling  financial  interest or do not have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional  subordinated  financial  support from other  parties.  FIN No. 46 is
effective  for all new  variable  interest  entities  created or acquired  after
January 31, 2003. For variable  interest  entities  created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first interim
or annual period  beginning after June 15, 2003. The Company does not expect FIN
No.  46 to have a  material  effect  on its  results  of  operations,  financial
condition or cash flows.

                                       27
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
         NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                           May 31, 2003, 2002 and 2001

NOTE 2-RESTATEMENT

These  financial  statements  have been restated to reflect  adjustments  to the
Company's financial  information  previously reported on Form 10-K for the years
ended May 31, 2003, 2002 and 2001. The Company's 2003 quarterly  information and
comparative  2002  information has also been restated to reflect  adjustments to
the  Company's  previously  reported  financial  information  on Form 10-Q.  The
restatement  affected  periods prior to 2001.  The impact of the  restatement on
such prior periods has been  reflected as an adjustment to retained  earnings as
of June 1, 2000. In addition,  the restatement  impacts the first,  second,  and
third quarters of 2003. The restated amounts for these quarters are presented in
Note 16, Quarterly  Results of Operations  (Unaudited).  Each of the restatement
adjustments  is an "error"  within the  meaning of APB  Opinion  20,  Accounting
Changes.

The following  table presents the impact of the  restatement  adjustments on net
earnings for the years ended May 31, 2003,  2002 and 2001 and retained  earnings
as of June 1, 2000:

<TABLE>
<CAPTION>
                                                                                                                   Retained
                                                                                                                   Earnings
                                                                     Year Ended May 31,                            June 1,
                                                        ---------------------------------------------------   ----------------
<S>                                                     <C>                <C>                <C>             <C>
Net (loss) income as originally reported ...........    $(1,412,145)       $ 3,008,948        $   2,700,155   $     24,686,435
Adjustments (pretax):
       Self-insurance liability ....................        669,136           (523,974)            (108,716)        (1,336,817)
       Compensated absences ........................         47,826              8,398               33,287         (1,643,177)
       Other items .................................        237,374           (237,374)                --                  --
                                                        -----------        -----------        --------------  ----------------
Total adjustments (pretax) .........................        954,336           (752,950)             (75,429)        (2,979,994)

        Tax effect of restatement adjustments ......       (469,956)           276,107               27,660          1,092,764
                                                        -----------        -----------        --------------  ----------------
Total net adjustments ..............................        484,380           (476,843)             (47,769)        (1,887,230)
                                                        -----------        -----------        --------------  ----------------
Net (loss) income as restated ......................    $  (927,765)       $ 2,532,105        $   2,652,386   $     22,799,205
                                                        ===========        ===========        =============   ================
Per share of Common Stock:
Net loss- Basic as originally reported .............    $     (0.12)       $      0.25        $        0.22
Effect of net adjustments ..........................           0.04              (0.04)               -0-
                                                        -----------        -----------        --------------
Net loss- Basic as restated ........................    $     (0.08)       $      0.21        $        0.22
                                                        ===========        ===========        =============

Net loss- Diluted as originally reported ...........    $     (0.12)       $      0.25        $        0.22
Effect of net adjustments ..........................           0.04              (0.04)               -0-
                                                        -----------        -----------        -------------
Net loss- Diluted as restated ......................    $     (0.08)       $      0.21        $        0.22
                                                        ===========        ===========        =============
</TABLE>

                                       28
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
         NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                           May 31, 2003, 2002 and 2001

NOTE 2-RESTATEMENT-CONTINUED

SELF-INSURANCE LIABILITY: The Company determined that there had been an error in
its accounting for self-insurance related liabilities.  The adjustments required
included  recognition  of previously  unrecorded  liabilities  and reductions in
amounts  previously  recognized as prepaid amounts to an employee  benefit trust
which were incorrect.

COMPENSATED   ABSENCES:   The  Company  determined  that  it  had  not  recorded
liabilities for earned vacation not yet taken as required by GAAP.

OTHER ITEMS: This category includes adjustments previously identified but deemed
to be immaterial.  Adjustments  in this category  change the timing of the items
that were previously recognized.

INCOME TAX ADJUSTMENTS: As a result of the restatement adjustments,  the Company
recognized  an  additional  federal and state  deferred  valuation  allowance of
$120,000 in 2003. The remaining  amounts pertain to the tax effects of the error
correction themselves.

The  following  table sets  forth the  effects  of the  restatement  adjustments
discussed  above on the  Consolidated  Statement of  Operations  for each of the
years ended May 31 2003, 2002 and 2001, respectively.

<TABLE>
<CAPTION>
                                                 Year Ended May 31, 2003     Year Ended May 31, 2002    Year Ended May 31, 2001
                                              ----------------------------- -------------------------- ----------------------------
                                               As Originally                As Originally             As Originally
                                                Reported       As Restated     Reported    As Restated    Reported     As Restated
                                              -------------- -------------- ------------- ------------ ------------    ------------
<S>                                           <C>            <C>           <C>           <C>           <C>            <C>
Net sales ..................................  $ 96,367,088   $104,572,608  $104,335,234  $102,796,741  $102,796,741   $102,796,741
Cost of goods sold .........................    51,191,313     50,747,626    54,257,812    54,325,919    53,636,803     53,631,311
Selling, general & administrative expenses .    47,959,449     47,686,174    47,205,695    47,653,164    46,252,224     46,333,145
Other income (expenses) ....................       542,028        542,028     1,129,483     1,129,483     1,205,104      1,205,104
                                              ------------   ------------  ------------  ------------  ------------   ------------
(Loss) income before cumulative effect of a
change in accounting policy and income taxes    (2,241,646)    (1,287,311)    4,238,584     3,485,634     4,112,818      4,037,389

Provision for income taxes .................      (829,501)      (359,546)    1,643,037     1,366,930     1,412,663      1,385,003
                                              ------------   ------------  ------------  ------------  ------------   ------------
Net (loss) income before cumulative
effect of a change in accounting policy ....    (1,412,145)      (927,765)    2,595,547     2,118,704     2,700,155      2,652,386

Cumulative effect of a change in accounting
policy, net of taxes of $262,037 ...........          --             --         413,401       413,401          --             --
                                              ------------   ------------  ------------  ------------  ------------   ------------
Net (loss) income ..........................  $ (1,412,145) $    (927,765)    3,008,948  $  2,532,105  $  2,700,155   $  2,652,386
                                              ============  ============== ============  ============  ============   ============
Net Loss per share- Basic ..................  $      (0.12) $       (0.08) $       0.25  $       0.21  $       0.23   $       0.22
Average Shares Outstanding .................    11,883,305     11,883,305    11,898,097    11,898,097    11,965,671     11,965,671
Net Loss per share- Diluted ................  $      (0.12) $       (0.08) $       0.25  $       0.21  $       0.23   $       0.22
Average Shares Outstanding .................    11,883,305     11,883,305    11,900,893    11,900,893    11,967,823     11,967,823
</TABLE>

                                       29
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
         NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                           May 31, 2003, 2002 and 2001

NOTE 2 - RESTATEMENT - CONTINUED

The  following  table sets  forth the  effects  of the  restatement  adjustments
discussed above on the Consolidated Balance Sheet at May 31, 2003 and 2002.

<TABLE>
<CAPTION>
                                                        May 31, 2003                May 31, 2002
                                               ---------------------------   ---------------------------
                                               As Originally                  As Originally
                                                 Reported      As Restated     Reported    As Restated
                                               ---------------------------   ---------------------------
Assets
Current Assets
<S>                                            <C>            <C>            <C>            <C>
Cash and cash equivalents                      $  1,278,333   $  1,278,333   $    302,478   $    302,478
Receivables:
           Trade Accounts                         7,835,874      7,835,874      9,014,850      8,777,476
           Other                                    299,142        206,480        931,911        835,225
Allowance for doubtful accounts                    (196,100)      (196,100)      (196,100)      (196,100)
Notes receivable, current                            42,253         42,253         45,918         45,918
Inventories                                       3,786,137      3,786,137      5,210,122      5,210,122
Prepaid expenses                                  3,645,298      2,881,121      4,031,037      3,664,479
Deferred income taxes                                  --          652,153           --          321,295
                                               ------------   ------------   ------------   ------------
      Total current assets                       16,690,937     16,486,251     19,340,216     18,960,893
                                               ------------   ------------   ------------   ------------
Property, Plant and Equipment                    15,361,573     15,361,573     17,096,260     17,096,260
Notes receivable, long-term                       1,865,747      1,865,747      1,981,718      1,981,718
Cash surrendervalue of life insurance             2,762,739      2,762,739      2,785,336      2,785,336
Other                                                15,233         15,233         15,337         15,337
                                               ------------   ------------   ------------   ------------
Total Assets                                   $ 36,696,229   $ 36,491,543   $ 41,218,867   $ 40,839,544
                                               ============   ============   ============   ============
Liabilities and Stockholders' Equity
Current liabilities
Checks outstanding in excess of bank balances  $  1,157,108   $  1,157,108   $    621,326   $    621,326
Accounts payable                                  1,700,934      1,700,934      2,189,729      2,189,729
Current portion of long-term debt                   432,142        432,142        371,516        371,516
Note payable - line of credit                          --             --          478,894        478,894
Other accrued expenses                            2,381,975      4,289,448      1,588,500      4,228,508
Deferred income taxes                               304,698           --          607,489           --
Salary continuation plan                             88,595         88,595         81,805         81,805
                                               ------------   ------------   ------------   ------------
      Total current liabilities                   6,065,452      7,668,227      5,939,259      7,971,778
                                               ------------   ------------   ------------   ------------
Note payable - bank, non-current                  1,990,767      1,990,767      3,150,020      3,150,020
Salary continuation plan                          1,870,991      1,870,991      1,932,586      1,932,586
Deferred income taxes                               764,032        884,033        551,742        551,742
                                               ------------   ------------   ------------   ------------
Total Liabilities                                10,691,242     12,414,018     11,573,607     13,606,126

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      9,219,195      9,219,195
Additional paid-in capital                        6,497,954      6,497,954      6,497,954      6,497,954
Retained earnings                                20,821,015     18,893,553     24,461,288     22,049,446
Treasury shares - at cost (1,945,488 shares)    (10,533,177)   (10,533,177)
                                               ------------   ------------   ------------   ------------
Total stockholders' equity                       26,004,987     24,077,525     29,645,260     27,233,418
                                               ------------   ------------   ------------   ------------
Total liabilities and stockholders' equity     $ 36,696,229   $ 36,491,543   $ 41,218,867   $ 40,839,544
                                               ============   ============   ============   ============
</TABLE>

                                       30
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
         NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                           May 31, 2003, 2002 and 2001

NOTE 3 - CHANGE IN ACCOUNTING POLICY

The Company  changed its accounting  policy in the fourth quarter of fiscal 2002
with regard to slotting fees. The effect of this accounting  change was to adopt
this  policy as of the  beginning  of fiscal  2002 (June 1,  2001).  Previously,
slotting fees were  expensed as incurred.  The Company  changed this  accounting
policy to capitalize and amortize such costs over the expected  benefit  period,
which is generally one year.  This change in accounting  policy was made to more
closely  match the cost of the shelf space  obtained with the slotting fees with
the revenues  produced by the shelf space. The cumulative  effect of this change
in accounting  policy  resulted in a noncash  cumulative  adjustment of $413,401
($0.03 per share), net of taxes. The accounting change also increased net income
before the cumulative  effect in 2002 by $197,141  ($0.02 per share).  Quarterly
results for 2002  reflecting  this change in accounting are included in Note 16,
Quarterly Results of Operations.

NOTE 4 - NOTES RECEIVABLE

<TABLE>
<CAPTION>

Notes receivable as of May 31, 2003 and 2002 consist of the following:
                                                                                        2003        2002
                                                                                     ----------   ----------
<S>                                                                                   <C>         <C>
   8% note, originally due in 120 monthly installments of $1,092
   through November 1, 2010, collateralized by
   equipment and personal guarantee; paid off ..................................      $     --    $   80,625

   8% note, due in 120 monthly installments of $3,640
    through November 1, 2010, collateralized by property .......................         245,743     268,749

   8% note, due in 360 monthly installments of $12,474
   through November 1, 2030, collateriazed by property .........................       1,662,257   1,678,262
                                                                                      ----------  ----------
                                                                                       1,908,000   2,027,636
        Less current portion ...................................................          42,253      45,918
                                                                                      $1,865,747  $1,981,718
                                                                                      ==========  ==========
        Maturities at May 31,
                                                                      2005 .....   $       45,760
                                                                      2006 .....           49,558
                                                                      2007 .....           53,672
                                                                      2008 .....           58,126
                                                                      2009 .....           62,951
                                                                Thereafter .....        1,595,680

</TABLE>

                                       31
<PAGE>

                    GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
        NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                          May 31, 2003, 2002 and 2001

NOTE 5 - PREPAID EXPENSES

At May 31, prepaid expenses consist of the following:

<TABLE>
<CAPTION>
                                                                         Restated    Restated
                                                                           2003        2002
                                                                        ----------  ----------
<S>                                                                     <C>         <C>
Prepaid slotting fees ................................................  $  333,799  $1,001,087
Other prepaid expenses ...............................................   2,547,322   2,663,392
                                                                        ----------  ----------
                                                                        $2,881,121  $3,664,479
                                                                        ==========  ==========
</TABLE>

NOTE 6 - OTHER ACCRUED EXPENSES

At May 31, other accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                                                         Restated    Restated
                                                                           2003        2002
                                                                        ----------  ----------
<S>                                                                     <C>         <C>
Accrued payroll ......................................................  $  448,251  $  490,000
Self insurance liability .............................................   1,832,591   1,748,656
Accrued vacation .....................................................   1,461,005   1,504,805
Other accrued expenses ...............................................     547,601     485,047
                                                                        ----------  ----------
                                                                        $4,289,448  $4,228,508
                                                                        ==========  ==========
</TABLE>

NOTE 7 - LINE OF CREDIT

The  Company  has a line of credit  agreement  with a local bank  which  permits
borrowing  up to $1  million.  The line of credit is  subject  to the  Company's
continued credit  worthiness and compliance with the terms and conditions of the
advance application.

NOTE 8 - LONG-TERM LIABILITIES
<TABLE>
<CAPTION>

Long-term debt consist of the following:                                   2003        2002
                                                                        ----------  ----------
<S>                                                                     <C>        <C>
   Note payable - bank - payable in equal monthly installments of
   $41,688 including interest at the LIBOR index rate plus 1.75%
   (3.06% at May 31, 2003) through April 3, 2011,
   secured by equipment ..............................................  $2,422,909  $3,521,536

     Less: current portion ...........................................     432,142     371,516
                                                                        ----------  ----------
                                                                        $1,990,767  $3,150,020
                                                                        ==========  ==========
</TABLE>

                                       32
<PAGE>

                    GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
        NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                          May 31, 2003, 2002 and 2001

NOTE 8 - LONG-TERM LIABILITIES - (CONTINUED)

   Maturities at May 31,
                            2005.........................  $     445,553
                            2006.........................        459,380
                            2007.........................        473,636
                            2008.........................        488,334
                            2009.........................        123,864


Other long-term obligations at May 31, 2003 and 2002, consist of the following:

                                             2003              2002
                                        -------------    ---------------
     Salary continuation plan.......... $   1,959,586    $     2,014,391
     Less current portion..............       (88,595)          (81,805)
                                        -------------    ---------------
                                        $   1,870,991    $    1,932,586
                                        =============    ===============

The Company is accruing the present  values of the estimated  future  retirement
payments  over the  period  from the date of the  agreements  to the  retirement
dates, for certain key executives.  The Company recognized  compensation expense
of approximately $27,000,  $127,341 and $121,000 for fiscal 2003, 2002 and 2001,
respectively.

NOTE 9 - INCOME TAXES

The provision for income taxes consists of the following:

                                Restated           Restated          Restated
                                  2003               2002              2001
                             ------------        -----------       -----------
Federal .............        $  (320,635)        $ 1,416,947       $   843,457
State ...............            (40,342)            175,379           104,933
                             -----------         -----------       -----------
                                (360,977)          1,592,326           948,390
Federal .............              1,272            (200,560)          388,511
State ...............                159             (24,836)           48,102
                             -----------         -----------       -----------
                                   1,431            (225,396)          436,613
                             -----------         -----------       -----------
Total................        $  (359,546)        $ 1,366,930       $ 1,385,003
                             ===========         ===========       ===========

                                       33
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
         NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                           May 31, 2003, 2002 and 2001

NOTE 9 - INCOME TAXES - CONTINUED

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

<TABLE>
<CAPTION>
                                                             Restated      Restated      Restated
                                                               2003          2002          2001
                                                          -----------   -----------   -----------
<S>                                                       <C>           <C>           <C>
Tax on income at statutory rates .......................  $  (437,685)  $ 1,185,116   $ 1,372,712
(Decrease) increase resulting from:
   State income taxes, less Federal income tax effect ..      (26,894)      149,000        70,000
   Tax exempt interest .................................       (1,356)       (9,303)      (59,317)
   Other - net .........................................      (13,611)       42,117         1,608
   Change in valuation allowance .......................      120,000          --            --
                                                          -----------   -----------   -----------
    Total ..............................................  $  (359,546)  $ 1,366,930   $ 1,385,003
                                                          ===========   ===========   ===========
</TABLE>

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

<TABLE>
<CAPTION>
                                                           Restated       Restated
                                                              2003          2002
                                                          -----------   -----------
Deferred tax assets
<S>                                                       <C>           <C>
   Salary continuation plan ............................  $   718,580   $   723,500
   Accrued vacation ....................................      535,751       551,812
   Contribution carryforward ...........................      121,491          --
   Inventory capitalization ............................       58,922          --
   Allowance for doubtful accounts .....................       71,910        66,674
   Other accrued expenses ..............................      107,974        93,309
                                                          -----------   -----------

    Gross deferred tax assets before valuation allowance    1,614,628     1,435,295
    Less valuation allowance ...........................     (120,000)         --
                                                          -----------   -----------
                                                            1,494,628     1,435,295
                                                          -----------   -----------
Deferred tax liabilities
   Property and equipment ..............................    1,604,103     1,275,242
   Prepaid expenses ....................................      122,405       390,500
                                                          -----------   -----------
Total deferred tax liabilities .........................    1,726,508     1,665,742
                                                          -----------   -----------
    Net deferred tax liability .........................  $  (231,880)  $  (230,447)
                                                          ===========   ===========
</TABLE>

NOTE 10 - EMPLOYEE BENEFIT PLANS

The Company has trusteed "Qualified  Profit-Sharing Plans" that were amended and
restated  effective  June 1, 1996 to add a 401(k)  salary  reduction  provision.
Under this  provision,  employees can contribute up to 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 Board
of  Directors.  Total plan  expenses for the years ended May 31, 2003,  2002 and
2001 were $231,332, $177,405, and $181,055, respectively.

                                       34
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
         NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                           May 31, 2003, 2002 and 2001

NOTE 10 - EMPLOYEE BENEFIT PLANS - CONTINUED

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, 2003, 2002 and 2001 were $-0-. Each participant's account is
credited  with an  allocation  of  shares  acquired  with the  Company's  annual
contributions,  dividends  received on ESOP shares and forfeitures of terminated
participants' nonvested accounts.

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

                                                          2003           2002
                                                      -----------   ------------
Accrued salary continuation plan - beginning of year  $ 2,014,391   $ 1,927,823

Benefits accrued ...................................       27,000       127,341

Benefits paid ......................................      (81,805)      (40,773)
                                                      -----------   -----------
Accrued salary continuation plan - end of year .....  $ 1,959,586   $ 2,014,391
                                                      ===========   ===========

NOTE 11 - LONG-TERM INCENTIVE PLANS

The Company has a  long-term  incentive  plan  currently  in effect  under which
future  stock  option  grants  may be  issued.  This  Plan  (the  1996  Plan) is
administered by the Stock Option Committee of the Board of Directors,  which has
sole discretion, subject to the terms of the Plan, to determine those employees,
including executive officers, eligible to receive awards and the amount and type
of such awards.  The Stock Option  Committee also has the authority to interpret
the Plan,  formulate the terms and  conditions of award  agreements and make all
other  determinations  required  in  the  administration  thereof.  All  options
outstanding at the end of the 2003, 2002, and 2001 are exercisable.

The Company had a stock  option plan (the 1988 Plan) that  expired July 6, 2002.
There were no stock options or stock appreciation  rights outstanding under this
Plan at July 6, 2002, May 31, 2002 and 2001.

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

                                       35
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
         NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                           May 31, 2003, 2002 and 2001

NOTE 11 - LONG-TERM INCENTIVE PLANS - CONTINUED

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

<TABLE>
<CAPTION>

Shares Under Option                             2003                     2002                    2001
                                        --------------------   ------------------------  ------------------------
                                                   Weighted                   Weighted                  Weighted
                                                   Average                     Average                  Average
                                                   Exercise                   Exercise                  Exercise
                                        Shares      Price         Shares       Price        Shares       Price
                                        -------   ----------   -----------   ----------  -----------   ----------
---------
<S>                                     <C>       <C>               <C>      <C>             <C>       <C>
Outstanding - beginning of year         369,000   $     3.78        40,000   $     3.50      340,000   $     6.92
   Granted ........................          --           --       330,000         3.81           --           --
   Exercised ......................          --           --        (1,000)        3.81           --           --
   Forfeited ......................          --           --            --           --           --           --
   Cancelled ......................          --           --            --           --     (300,000)        7.38
                                                                                                       ----------
Outstanding - end of year                369,000   $   3.78        369,000   $     3.78       40,000   $     3.50
                                     ===========   =========   ===========   ==========  ===========   ==========
</TABLE>

Pro forma  information  regarding net income and earnings per share is presented
as if the Company had accounted  for its employees  stock options under the fair
value  method.  The per share  weighted  average fair value of the stock options
granted  during  fiscal  2002 was  $.25.  The fair  value of these  options  was
estimated at the date of grant using the Black-Scholes option pricing model with
the  following  weighted  average  assumptions:  risk-free  interest  rate  5.05
percent;  dividend  yield 6.56  percent;  expected  option life of 5 years;  and
expected volatility of 15 percent. No options were granted during 2003 or 2001.

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

                                       36
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
         NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                           May 31, 2003, 2002 and 2001

NOTE 12 - NET INCOME PER SHARE

Basic earnings per common share are computed by dividing  earnings  available to
stockholders by the weighted average number of common shares  outstanding during
the period.  Diluted  earnings per share  reflects per share  amounts that would
have resulted if dilutive  potential common stock equivalents had been converted
to common stock,  as prescribed by Statement of Financial  Accounting  Standards
No. 128, "Earnings per Share". Options to purchase 369,000 and 329,000 shares of
common stock at May 31, 2003, and 2002,  respectively,  were not included in the
computation  of diluted  earnings per share because the options'  exercise price
were greater than the average market price of the common shares and,  therefore,
the effect would be antidulitive.  No such antidulitive options were outstanding
at May 31, 2001. The following  reconciles the information used to compute basic
and diluted earnings per share:

                                               Average Common Stock Shares
                                           ----------------------------------
                                               2003        2002        2001
Basic weighted average shares outstanding
                                           11,883,305  11,898,097  11,965,671
Effect of options .......................        --         2,796       2,152
                                           ----------  ----------  ----------
Diluted shares ..........................  11,883,305  11,900,893  11,967,823
                                           ==========  ==========  ==========

NOTE 13 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

The fair value of notes  receivable  is estimated by using a discount  rate that
approximates the current rate for comparable notes. At May 31, 2003 and 2002 the
aggregate fair value was approximately  $2,507,357 and $2,208,839  compared to a
carrying amount of $1,908,000 and $2,027,636, respectively.

                                       37
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
         NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                           May 31, 2003, 2002 and 2001

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

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

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

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

NOTE 14 - COMMITMENTS AND CONTINGENCIES

Rental expense was $498,031 in 2003,  $547,742 in 2002, and $410,189 in 2001. At
May 31, 2003,  the Company was  obligated  under  certain  operating  leases for
buildings,  office space and equipment.  The following  amounts represent future
payment commitments under these leases:

May 31,                                Office Space  Equipment   Total
-------                                ------------  ---------   -----

2004 ...................................   $ 24,000  $187,000  $211,000
2005 ...................................        --        --        --


The Company leases equipment for approximately  $16,000 per month from a company
which is principally owned by a major shareholder of Golden Enterprises, Inc.

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

The Company had letters of credit in the amount of $1,790,000 outstanding at May
31, 2003 to support the Company's commercial self-insurance program. The Company
pays a commitment fee of 0.375% to maintain the letters of credit.

The Company entered into a five-year term product purchase commitment during the
year ending May 31, 2001 with a supplier.  Under the terms of the  agreement the
minimum purchase  quantity and the unit purchase price were fixed resulting in a
minimum first year commitment of approximately $2,171,000. After the first year,
the  minimum  purchase  quantity  was  fixed  and the  purchase  unit  price was
negotiable,  based on current  market.  Subsequently,  in  September  2002,  the
product  purchase  agreement  was  amended  to fix the  purchase  unit price and
establish  specific  annual  quantities.  As  of  May  31,  2003  the  Company's
outstanding purchase commitments were as follows:

            Years ending
            May 31,                                            Amount
            ------------------                            ---------------
            2004 .....................................    $     1,588,000
            2005 .....................................          1,491,000
            2006 .....................................            605,000

                                       38
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
         NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                           May 31, 2003, 2002 and 2001

NOTE 15 -CONCENTRATIONS OF CREDIT RISK

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

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

The Company's  notes  receivable  require  collateral  and buyer  investment and
managment believes they are well secured.

NOTE 16 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a summary of the unaudited  quarterly  results of operations of
the years ended May 31, 2003 and 2002.

<TABLE>
<CAPTION>
                                                                                                     Restated
                                                                                       Restated      Per Share
                                                                       Restated       Net (Loss)     Net (Loss)
                                                                       Net Sales        Income         Income
                                                                      ------------    -----------     --------
Quarter
2003
<S>                                                                   <C>             <C>             <C>
    First .......................................................     $ 24,840,321    $   222,230     $ 0.01
    Second ......................................................       23,491,688       (385,437)     (0.03)
    Third .......................................................       24,021,750       (483,635)     (0.04)
    Fourth ......................................................       24,250,702       (280,923)     (0.02)
                                                                      ------------    -----------    --------
    For the year ................................................     $ 96,604,461      (927,765)     $(0.08)
                                                                      ============    ===========    ========
2002
    First .......................................................     $ 25,819,825    $   955,486     $ 0.08
    Second ......................................................       24,991,892        441,669       0.04
    Third .......................................................       26,959,889        999,515       0.08
    Fourth ......................................................       26,563,628        135,435       0.01
                                                                      ------------    -----------     ------
       For the year .............................................     $104,335,234     $2,532,105     $ 0.21
                                                                      ============    ===========     ======
</TABLE>

Revenues  for the  quarterly  information  have been  adjusted  from the amounts
previously  reported in the Company's 2002 10-Q's.  The revised  amounts reflect
the adoption of EITF 01-9, which requires  reclassification of certain expenses.
The  reclassification  involves removing certain expenses from selling,  general
and  administrative  expenses  and  including  them  as a  direct  reduction  of
revenues.  The adoption of EITF 01-9 does not affect net income.  Quarterly  net
income  amounts  for 2002  have  been  adjusted  from  amounts  reported  in the
Company's 10-Q's to reflect the change in accounting discussed in Note 3.

                                       39
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
         NOTES TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                           May 31, 2003, 2002 and 2001

NOTE 17 - SUPPLEMENTARY STATEMENT OF INCOME INFORMATION

The  following  tabulation  gives  certain  supplementary  statement  of  income
information for continuing operations for the years ended May 31, 2003, 2002 and
2001:

                                       2003           2002            2001
                                --------------   -------------    ------------
Maintenance and repairs         $    5,625,851   $   5,290,498    $  5,375,639
Depreciation .................       2,490,329       2,593,621       2,435,262
Payroll taxes ................       2,337,330       2,473,871       2,388,828
Advertising costs ............       5,031,409       4,371,719       5,739,488


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

                                       40
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                       SUPPLEMENTAL FINANCIAL INFORMATION

                    SELECTED QUARTERLY FINANCIAL DATA FOR THE
              FISCAL YEARS ENDED MAY 31, 2003 AND 2002 (UNAUDITED)

              (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>

                                                 First            Second            Third              Fourth
                                                Quarter           Quarter           Quarter            Quarter
                                               RESTATED           RESTATED          RESTATED           RESTATED
                                               --------           --------          --------           --------
2003

<S>                                          <C>                <C>                <C>                <C>
Total revenues                               $    24,840        $     23,492       $     24,022       $     24,251
                                               =========         ===========        ===========        ===========

Income before income taxes                   $       346        $       (624)      $       (779)      $       (230)
                                               =========         ===========        ===========        ===========

Net income                                   $       222        $       (385)      $       (484)      $       (281)
                                               =========         ===========        ===========        ===========

Net income per share                         $       .01        $      (0.03)      $      (0.04)      $      (0.02)
                                               =========         ===========        ===========        ===========

Cash dividends per share                     $     .0625        $      .0625       $      .0313       $     .0313
                                               =========         ===========        ===========        ==========

2002

Total revenues                               $    25,819        $     24,992       $     26,960       $    26,563
                                               =========         ===========        ===========        ==========

Income before income taxes                   $     1,507        $        696       $      1,578       $       213
                                               =========         ===========        ===========        ==========

Net income                                   $       955        $        441       $      1,000       $       135
                                               =========         ===========        ===========        ==========

Net income per share                         $       .08        $        .04       $        .08       $       .01
                                               =========         ===========        ===========        ==========

Cash dividends per share                     $     .0625        $      .0625       $      .0625       $       .0625
                                               =========         ===========        ===========        ==========

</TABLE>

Quarterly net sales amounts for 2002 have been adjusted from the amounts
previously reported in the Company's 10-Q's. The revised amounts reflect the
adoption of EITF 01-9, which requires reclassification of certain expenses. The
reclassification involves removing certain expenses from selling, general and
administrative expenses and including them as a direct reduction of revenues.
Quarterly net income amounts for 2002 have been adjusted from amounts reported
in the Company's 10-Q's to reflect the change in accounting discused in Note 3
to the Company's consolidated financial statements.

                                       41
<PAGE>

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

Not Applicable.

ITEM 9A. - CONTROLS AND PROCEDURES

     The Company  performed an evaluation,  under the  supervision  and with the
participation  of  the  Company's  management,  including  the  Company's  Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
design and operation of the Company's  disclosure  controls and procedures as of
the end of the fiscal year ended May 31, 2003. Based upon that  evaluation,  the
Chief Executive Officer and Chief Financial Officer concluded that as of the end
of the fiscal year ended May 31, 2003,  the  Company's  disclosure  controls and
procedures were effective to ensure that information required to be disclosed in
reports that the Company files or submits under the  Securities and Exchange Act
of 1934 is recorded,  processed,  summarized  and reported  within the specified
time periods.

     During the performance of the audit for the fiscal year ended May 31, 2004,
the Company's independent auditors, Dudley,  Hopton-Jones,  Sims & Freeman, PLLP
(the "Auditor),  identified and communicated to the Company material  weaknesses
relating to the  Company's  accounting  for its  vacation  pay (which was not in
conformity  with generally  accepted  accounting  principles  ("GAAP")) and self
insured obligations.  During the fiscal year ended May 31, 2003, the Company did
not accrue for earned  vacation pay and its  liabilities  were  understated  for
certain  incurred as well as incurred  but nor  reported  self-insured  casualty
claims and health  costs.  Based upon the  forgoing,  the Company has rested its
audited  financial  statements  of  fiscal  year  2003 and for the  first  three
quarters of fiscal year 2004 to properly  account for  accruals for its vacation
pay and  self-insured  health and casualty  obligations.  The Company  believed,
during  the years  being  restated,  that it was  correctly  following  properly
accounting practices.

         The Company has accepted the  recommendations  of its Auditor to reduce
the  recurrence  of  material  weaknesses  and  is  implementing   policies  and
procedures to strengthen the Company's internal controls, including, among other
things,  the  following:  (1) developing  written  policies and procedures to be
followed  with  respect  to  accounting   for  vacation  pay  and   self-insured
obligations; (2) formally designating management level personnel responsible for
accounting for vacation pay and self-insured obligations; (3) expanding internal
audit  activities  to  include  a  quarterly  examination  of  vacation  pay and
self-insured  obligations;  (4) implementing a fully developed actuarially based
method  of  measuring  liabilities  related  self-insured  obligations;  and (5)
implementing  quarterly  communications among management,  internal auditor, and
the Audit Committee prior to filing Forms 10-Q.

         Other than as described  above,  there has not been any change in the
company's internal controls  over  financial  reporting  that  has  materially
affected, or is reasonably likely to materially  affect the Company's  internal
control over financial reporting.

                                       42
<PAGE>

                                    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 AND RELATED STOCKHOLDER MATTERS

ITEM 13. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ITEM 14. - CONTROLS AND PROCEDURES

     Included under Item 9A hereof.

ITEM 15. - PRINCIPAL ACCOUNTANT FEES AND SERVICES

     With the exception of a description of Executive Officers of The Registrant
which appears on page 6 herein,  Part III is omitted  because prior to September
28, 2003, the Company will file a definitive Proxy Statement with the Securities
and Exchange  Commission  pursuant to Regulation 14A which involves the election
of directors.

                                       43
<PAGE>

                                     PART IV

                     ITEM 16.- 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 (Restated) - May 31, 2003 and 2002

     Consolidated  Statements  of  Operations  (Restated)  - Years ended May 31,
     2003, 2002, and 2001

     Consolidated  Statements of Changes in  Stockholders'  Equity  (Restated) -
     Years ended May 31, 2003, 2002 and 2001

     Consolidated  Statements  of Cash Flows  (Restated)  - Years  ended May 31,
     2003, 2002 and 2001

     Notes to Consolidated Financial Statements (Restated)

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

     Schedule II- Valuation and Qualifying Accounts

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

     3. Exhibits:

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

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

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

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

     (b) Report on Form 8-K.  During the last  quarter of the period  covered by
     this report,  the Registrant filed an 8-K Report on April 8, 2003 reporting
     the  resignation  of D.  Paul  Jones,  Jr.  as a  member  of the  Board  of
     Directors.

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

     (d) Financial Statement Schedules. The response to this portion of Item 16,
     is submitted under Item 16.(a) 1. and 2. above.

                                       44
<PAGE>

                                   SIGNATURES

     PURSUANT  TO THE  REQUIREMENTS  OF  SECTION  13 OR 15(D) OF THE  SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

GOLDEN ENTERPRISES, INC.

BY /S/PATTY TOWNSEND                                            AUGUST 20, 2004
--------------------                                            ---------------
      PATTY TOWNSEND                                                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:

<TABLE>
<CAPTION>

         SIGNATURE                                      TITLE                           DATE
         ---------                                      -----                           ----

<S>                                                                                            <C> <C>
/S/JOHN S. STEIN                                     Chairman of Board                  August 20, 2004
------------------------------------
JOHN  S. STEIN


/S/MARK W. MCCUTCHEON                                Chief Executive                    August 20, 2004
------------------------------------                 Officer, President and
MARK W. MCCUTCHEON                                   Director


/S/PATTY TOWNSEND                                    Vice President, Secretary,         August 20, 2004
------------------------------------                 Principal Financial Officer
PATTY TOWNSEND                                       and Controller


                                                     Director                           August 20, 2004
------------------------------------
F. WAYNE PATE


/S/ EDWARD R. PASCOE                                 Director                           August 20, 2004
------------------------------------
EDWARD R. PASCOE


/S/JOHN P. MCKLEROY, JR..                            Director                           August 20, 2004
------------------------------------
JOHN P. MCKLEROY, JR.


/S/JAMES I. ROTENSTREICH                             Director                           August 20, 2004
------------------------------------
JAMES I. ROTENSTREICH


/S/JOHN S.P. SAMFORD                                 Director                           August 20, 2004
------------------------------------
JOHN S.P. SAMFORD


                                                     Director                           August 20, 2004
------------------------------------
J. WALLACE NALL, JR.


/S/JOANN F. BASHINSKY                                Director                           August 20, 2004
------------------------------------
JOANN F. BASHINSKY
</TABLE>

                                       45
<PAGE>

                                                                     Schedule II

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

                        VALUATION AND QUALIFYING ACCOUNTS

                     YEARS ENDED MAY 31, 2001, 2002 AND 2003

<TABLE>
<CAPTION>

                                                                     Additions
                                                 Balance at         Charged to                             Balance
                                                  Beginning          Costs and                              at End
Allowance for Doubtful Accounts                    of Year           Expenses           Deductions         of Year
--------------------------------------------    --------------     --------------     ---------------    -------------

<S>            <C> <C>                            <C>               <C>                  <C>               <C>
Year ended May 31, 2001                           $600,000          $(194,938)           $58,962           $346,100
                                                ==============     ==============     ===============    =============

Year ended May 31, 2002                           $346,100          $(113,175)           $36,825           $196,100
                                                ==============     ==============     ===============    =============

Year ended May 31, 2003                           $196,100           $224,722            $224,722          $196,100
                                                ==============     ==============     ===============    =============
</TABLE>


                                       46
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT NUMBER                                                                                   PAGE
--------------                                                                                   ----

<S>      <C>                                                                   <C>               <C>
         31.1     CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF            48
                  THE SARBANES-OXLEY ACT OF 2002.

         31.2     CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF            49
                  THE SARBANES-OXLEY ACT OF 2002.

         32.1     CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF            50
                  THE SARBANES-OXLEY ACT OF 2002.

         32.2     CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF            51
                  SARBANES-OXLEY ACT OF 2002.

</TABLE>

                                       47