Exhibit 14.1









                    Exhibit 14.1 - Golden Enterprises, Inc.'s
                           Code of Conduct and Ethics
                        Adopted By the Board of Directors
                                on April 8, 2004




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              GOLDEN ENTERPRISES, INC.'S CODE OF CONDUCT AND ETHICS

     This Code of Conduct and Ethics has been  adopted by the Board of Directors
of Golden  Enterprises,  Inc.  (the  "Company")  to promote  honest and  ethical
conduct and to deter wrongdoing.  This Code of Conduct and Ethics applies to the
Company's directors, officers and employees.  References in this Code of Conduct
and Ethics to the Company  means the Company and its  subsidiary,  Golden  Flake
Snack Foods, Inc.

     This Code of Conduct and Ethics shall also serve as the  Company's  Code of
Ethics for Senior Financial Officers (CEO, CFO, principal  accounting officer or
controller,  or persons with similar  functions)  for purposes of Section 406 of
the Sarbanes-Oxley Act of 2002 (the "Act") and the rules promulgated thereunder.

     The  directors,  officers  and  employees  of  the  Company  shall,  in the
performance of their duties for the Company,  to the best of their knowledge and
ability promote:

o       honest and ethical  conduct of the  Company's  directors,  officers  and
        employees,   including  the  ethical  handling  of  actual  or  apparent
        conflicts of interest between personal and professional relationships;

o       full, fair,  accurate,  timely and understandable  disclosure in reports
        and  documents  that the Company files with or submits to the SEC and in
        other public communications made by the Company;

o       compliance with all applicable  governmental laws, rules and regulations
        that apply to the Company and its directors, officers and employees;

o       prompt  reporting of any violation of this Code of Conduct and Ethics to
        the persons set forth below;

o       accountability for adherence to this Code of Conduct and Ethics;

o       prompt  reporting of any complaint  concerning  accounting  and auditing
        matters to the persons  identified in the Company's  Employee  Complaint
        Procedures for Accounting and Auditing Matters;

o       the  prohibition  of actual or apparent  conflicts  of interest  between
        personal  and  business  relationships,  such as  holding a  substantial
        equity, debt, or other financial interest in any competitor, supplier or
        customer of the  Company,  or having a  substantial  personal  financial
        interest  in any  transaction  involving  the  purchase  or  sale by the
        Company of any  products,  materials,  equipment,  services or property.
        Notwithstanding the foregoing, it is not a conflict of interest to enter
        into  any  transactions   involving   Company-sponsored   programs,   or
        transactions  which  are  conducted  on an  arm's  length  basis  in the
        ordinary  course of  business  and are on terms  equal to or better than
        those available from  non-officers,  directors or employees,  or to make
        investments in competitors,  suppliers or customers that are listed on a
        national or international securities exchange so long as the total value
        of the  investment is not more than one percent (1%) of the  outstanding
        stock of the corporation;


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o       the prohibition of simultaneous employment with or serving as a director
        of a competitor  of the Company or any  activity  that is intended to or
        that such person reasonably expects to advance a competitor's  interests
        at the  expense of the  Company's  interests.  No  director,  officer or
        employee  may  market  products  or  services  in  competition  with the
        Company's current or potential business activities;

o       the  prohibition  of  employment  by, or  service  as a  director  for a
        supplier of the  Company.  No  director,  officer or employee may accept
        money or  benefits  of any kind from a third  party as  compensation  or
        payment  for any  advice or  services  that he or she may  provide  to a
        client, supplier or anyone else in connection with its business with the
        Company;

o       the  prohibition  of  any  usurpation  of  any  business  or  investment
        opportunity  for personal gain through the use of corporate  property or
        information  or his or her  position  at the  Company,  such  as  from a
        competitor or actual or potential  supplier or business associate of the
        Company (including a principal,  officer, director or employee of any of
        the above).  Such an  opportunity  should be  considered  an  investment
        opportunity for the Company in the first instance.


    These prohibitions shall also apply to any spouse,  minor child or stepchild
or child or stepchild sharing a home with the director, officer or employee. Any
such actual or apparent  conflicts of interest shall be brought to the attention
of the CEO and/or Board of Directors as set forth below.

    The CEO shall  determine,  or designate  appropriate  persons to  determine,
appropriate  actions  to be taken in the  event of  violations  of this  Code of
Conduct and Ethics,  except in the event of a violation by the CEO or a director
of the Company,  in which event such determination shall be made by the Board of
Directors  (acting without the violating  director if applicable).  Such actions
shall be reasonably  designed to deter wrongdoing and to promote  accountability
for  adherence  to this Code of Conduct  and  Ethics,  and may  include  written
notices to the individual involved that a determination has been made that there
has  been  a  violation,   censure  of  the  individual  involved,  demotion  or
re-assignment  of the  individual  involved,  suspension  with or without pay or
benefits and termination of the individual's directorship or employment.

     In the event that any person participates in or plans to participate in any
conduct which is an actual,  alleged,  potential or suspected  violation of this
Code of Conduct and Ethics,  such person  should report such conduct to the CEO,
except in the event of a violation by the CEO or a director of the  Company,  in
which event the conduct  should be  reported to the Board of  Directors.  In the
event that any person  wishes to report a violation  of this Code of Conduct and
Ethics  by  someone  other  than  himself/herself,  such a  report  may be  made
directly,  confidentially and/or anonymously, to the CEO, except in the event of
a violation by the CEO or a director of the Company,  in which event the conduct
should be reported  to the Board of  Directors,  through  regular  U.S.  mail or
courier delivery service such as Federal Express or UPS, as follows:

IF TO THE CEO               IF TO THE BOARD OF DIRECTORS
-------------               ----------------------------

Mr. Mark  McCutcheon        Board of  Directors of Golden  Enterprises,  Inc.
President  and CEO          c/o  Spain & Gillon,  LLC,  General  Counsel  Golden
Enterprises, Inc.           Attn: John P. McKleroy, Jr., Esq.
One Golden Flake Drive      2117 2nd Ave.  No.
Birmingham, Alabama  35205  Birmingham, Alabama 35203




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     To be the most  helpful and in order to  facilitate  a prompt and  thorough
investigation, reports of violations should include as much specific and factual
information as possible.

     Prompt and appropriate action will be taken as warranted.  The Company will
not discharge,  demote, suspend,  threaten, harass or in any manner discriminate
against any employee in the terms and conditions of their  employment based upon
any lawful  actions of such  employee  with  respect to good faith  reporting of
violations.

     The CEO shall  consider  any  request by an  employee  of the Company for a
waiver of this Code of Conduct  and  Ethics,  and the Board of  Directors  shall
consider any such request for a waiver by a director or an executive officer and
any  amendments  to this Code of Conduct  and  Ethics,  and all such  waivers or
amendments shall be disclosed promptly as required by law.

     This Code of Conduct  and  Ethics is a  statement  of  certain  fundamental
principles,  policies  and  procedures  that  govern  the  Company's  directors,
officers  and  employees  in the conduct of the  Company's  business.  It is not
intended to and does not create any rights in any director,  officer,  employee,
customer, supplier,  competitor,  shareholder or any other person or entity, nor
does this Code of Conduct and Ethics  supercede or replace any Company  employee
personnel manuals, handbooks or other Company policies.

     The Code of Conduct  and Ethics  shall be  subject to  periodic  review and
revision  by the Board as  necessary  or  appropriate.  The Board shall have the
authority to make any  interpretations  regarding  the operation of this Code of
Conduct and Ethics.






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