FORM 10-K-A

Amendment 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

(Mark One)

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

      SECURITIES EXCHANGE  ACT OF 1934

For the fiscal year ended May 31, 2002

OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 

     OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-4339

                              GOLDEN ENTERPRISES, INC.

           (Exact name of registrant as specified in its charter)

           Delaware                                                  63-0250005 

(State or other jurisdiction of                          (I.R.S Employer 

incorporation or organization)                        Identification No.)

 

Suite 208, 2140 11th Avenue, South

         Birmingham, Alabama                                      35205

(Address of Principal Executive Offices)               (Zip Code)

Registrant's Telephone Number including area code (205) 933-9300

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                        None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                  Common Capital Stock, Par Value $0.66-2/3

                                            (Title of Class)

 

     Indicate by check mark whether the Registrant (1) has 

Filed all reports required to be filed by Section 

13 or 15(d) of the Securities Exchange Act of 1934 

during the preceding 12 months (or for such shorter 

period that the Registrant was required to file such 

reports), and (2) has been subject to such filing 

requirements for the past 90 days.	Yes X.	No    .

     Indicate by check mark if disclosure of delinquent 

filers pursuant to Item 405 of Regulation S-K is not 

contained herein, and will not be contained, to the 

best of Registrant's knowledge, in definitive proxy or 

information statements incorporated by reference in 

Part III of this Form 10-K or any amendment to this 

Form 10-K. [ ]

    State the aggregate market value of the voting stock held 

by non-affiliates of the registrant as of

August 12, 2002.

      Common Stock, Par Value $0.662/3  - $17,904,634

     Indicate the number of shares outstanding of each of the 

Registrant's Classes of Common Stock, as

of August 12, 2002.

Class		 		         Outstanding at August 12, 2002

Common Stock, Par Value $0.662/                                 11,883,305

                     DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the Annual Proxy Statement for the year ended 

May 31, 2002 are incorporated by reference into Part III.

 

 

                                                   Signatures

    Pursuant to the requirements of Section 13 or 15(d) of the 

Securities Exchange Act of 1934, the Registrant has duly caused this 

report to be signed on its behalf by the undersigned, thereunto duly 

authorized.

Golden Enterprises, Inc.

 By	/s/John H. Shannon                                         August 24, 2002

	John H. Shannon	                                                      Date

	Vice President, Principal Financial

	Officer and Controller

    Pursuant to the requirements of the Securities Exchange Act of 

1934, this report has been signed below by the following persons on 

behalf of the Registrant and in the capacities and on the 

dates indicated:

	Signature	                                Title	                                             Date

 

/s/John S. Stein	                              Chairman of the Board	                       August 24, 2002

John S. Stein		

 

/s/Mark W. McCutcheon	              Chief Executive	                                      August 24, 2002

Mark W. McCutcheon	              Officer, President 

                                                          and Director

 

/s/John H. Shannon  	             Vice President, Secretary,	                       August 24, 2002

John H. Shannon		             Principal Financial Officer

		                            and Controller

/s/F. Wayne Pate      	              Director	                                                   August 24, 2002

F. Wayne Pate

 

/s/Edward R. Pascoe	              Director	                                                  August 24, 2002

Edward R. Pascoe

 

/s/John P. McKleroy, Jr.                  Director	                                                 August 24, 2002

John P. McKleroy, Jr.

 

/s/James I. Rotenstreich                  Director	                                                 August 24, 2002

James I. Rotenstreich

 

                                                       Director	                                                  August 24, 2002

John S. P. Samford

 

                                                        Director	                                                 August 24, 2002

D. Paul Jones, Jr.

 

/s/J. Wallace Nall, Jr.                      Director	                                                 August 24, 2002

J. Wallace Nall, Jr.

 

/s/Joann F. Bashinsky                      Director	                                                 August 24, 2002

Joann F. Bashinsky

INDEX TO EXHIBITS

 

Exhibit Number						Page

10.1 - A copy of Contract for Sale and Purchase of 

Ocala, Florida surplus property dated January 24, 2002.

10.2 - A copy of Amendment to Salary Continuation Plan, 

Retirement and Disability for F. Wayne Pate dated 

April 9, 2002.

10.3 - A copy of Amendment to Salary Continuation Plan, 

Retirement and Disability for John S. Stein dated 

April 9, 2002.

10.4 - A copy of Amendment to Salary Continuation Plan, 

Death Benefits for John S. Stein dated April 9, 2002.

10.5 - A copy of Retirement and Consulting Agreement 

for John S. Stein dated April 9, 2002.

10.6 - A copy of Salary Continuation Plan for Mark W. 

McCutcheon dated May 15, 2002.

10.7 - A copy of Trust Under Salary Continuation Plan for 

Mark W. McCutcheon dated May 15, 2002.

18.1 - A copy of a letter from Dudley, Hopton-Jones, 

Sims & Freeman PLLP the Company's independent accountant 

describing a change for the fiscal year ended May 31, 2002 

in the method of accounting for slotting fees from expensing

 the costs as incurred to capitalizing and amortizing such 

costs over the expected benefit period, which is generally 

one year.

 

                                                        Exhibit 18-1

 

 

 

Board of Directors 

Golden Enterprises, Inc. 

2140 11th Avenue South, Suite 208

Birmingham, Alabama 35205

 

Note 3 to the Consolidated Financial Statements of Golden Enterprises, Inc

and subsidiary incorporated by reference in its Form 10-k for the year 

ended May 31, 2002 describes a change in the method of accounting 

for slotting fees from expensing the costs when incurred to capitalizing and 

amortizing such costs over the expected benefit period, which is generally 

one year.  There is no authoritative criteria for determining a preferable 

method based on the particular circumstances; however, we conclude 

that such change in the method of accounting for the costs of 

slotting fees is an acceptable alternative method which, based on 

your business judgment to make this change and for the stated 

reasons, is preferable in your circumstances. 

 

 

 

	Yours very truly,

               DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP