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

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

                     For the fiscal year ended May 29, 2009
                                       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:

                Title Of Class              Name of exchange on which registered
      ----------------------------------    ------------------------------------
      Capital Stock, Par Value $0.66 2/3                 NASDAQ

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes ( ) No (X)

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes ( ) No (X)

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. ( )

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company (as
defined in Rule 12b-2 of the Act). (Check One)
Large accelerated filer ( ) Accelerated filer ( ) Non-accelerated filer ( )
Smaller reporting company(X)

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

State the aggregate market value of the voting common stock held by
non-affiliates of the registrant as of November 28, 2008.
Common Stock, Par Value $0.66 2/3 --$7,715,603

<PAGE>

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of July 31, 2009.
           Class                                    Outstanding at July 31, 2009
           -----                                    ----------------------------
Common Stock, Par Value $0.66(2)/3                      11,746,632 shares


                       DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Proxy Statement for the Annual Meeting of Stockholders to
be held on September 24, 2009 are incorporated by reference into Part III.

                EXCHANGE ACT REPORTS AVAILABLE ON COMPANY WEBSITE
Under "SEC Filings" on the "Financial" page of the Company's website located at
www.goldenflake.com, links to the following filings are made available as soon
as reasonably practicable after they are electronically filed with or furnished
to the Securities and Exchange Commission (the "SEC")" the Company's Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K, Proxy Statement on Schedule 14A related to the Company's Annual
Shareholders Meeting, and any amendments to those reports or statements filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Act of 1934. You
may also read and copy any materials we file with the SEC at the SEC's Public
Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains an Internet website located at
http://www.sec.gov that contains the information we file or furnish
electronically with the SEC.

                                       2
<PAGE>
                                TABLE OF CONTENTS

                          FORM 10-K ANNUAL REPORT -2009
                            GOLDEN ENTERPRISES, INC.
<TABLE>
<CAPTION>
<S>  <C>                                                                                        <C>
                                                                                               Page
                                                                                               ----
PART I.

Item 1.       Business                                                                          4
Item 1A.      Risk Factors                                                                      7
Item 1B.      Unresolved Staff Comments                                                         7
Item 2.       Properties                                                                        8
Item 3.       Legal Proceedings                                                                 8
Item 4.       Submission of Matters to a Vote of Security Holders                               9


PART II.

Item 5.       Market for Registrant's Common Equity, Related Stockholder                        9
Item 6.       Selected Financial Data                                                           10
Item 7.       Management's Discussion and Analysis of Financial Condition                       11
Item 7A.      Quantitative And Qualitative Disclosures 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                                           35
Item 9A(T).   Controls and Procedures                                                           35
Item 9B.      Other Information                                                                 36

PART III.

Item 10.      Directors and Executive Officers and Corporate Governance                         37
Item 11.      Executive Compensation                                                            37
Item 12.      Security Ownership of Certain Beneficial
               Owners and Management and Related Stockholder Matters                            37
Item 13.      Certain Relationships and Related Transactions and Director Independence          37
Item 14.      Principal Accountant Fees and Services                                            37

PART IV.

Item 15.      Exhibits and Financial Statement Schedules                                        38

</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 puff corn. These
products are all packaged in flexible bags or other suitable wrapping  material.
Golden Flake also sells a line of cakes and cookie items, canned dips, pretzels,
peanut butter crackers,  cheese crackers,  dried meat products and nuts packaged
by other manufacturers using the Golden Flake label.

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,  most notably corn and potatoes, which are subject
to precipitous change in supply and price.  Weather varies from season to season
and directly affects both the quality and quantity of supply  available.  Golden
Flake has no control over the agricultural  aspects and its profits are affected
accordingly.

Distribution

Golden  Flake  sells  its  products  through  its  own  sales  organization  and
independent  distributors to commercial  establishments which sell food products
in Alabama and in parts of Tennessee,  Kentucky, Georgia, Florida,  Mississippi,
Louisiana,  North Carolina,  South Carolina,  Arkansas,  Missouri and Texas. The
products are distributed by route salesmen and independent  distributors who are
supplied with selling  inventory by the Company's  trucking fleet which operates
out of  Birmingham,  Alabama and Ocala,  Florida.  All of the route salesmen are
employees of Golden Flake and use the direct-store  delivery system.  During the
past year, the company has converted many of the company-owned routes, primarily
in  Florida,  Georgia,  South  Carolina,  Arkansas  and  Texas,  to  independent
distributors.

                                       4
<PAGE>

Golden  Flake's  products are  distributed  to grocery  store  chains,  discount
stores,  convenience stores,  restaurants and other outlets generally located in
the Southeastern  part of the United States.  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.

Competition

The snack foods  business  is highly  competitive.  In the area in which  Golden
Flake operates, many companies engage in the production and distribution of food
products  similar to those produced and sold by Golden Flake.  Most, if not all,
of Golden Flake's  products are in direct  competition  with similar products of
several  local and regional  companies  and at least one national  company,  the
Frito Lay Division of Pepsi Co., Inc.,  which are larger in terms of capital and
sales volume than is Golden Flake.  Golden Flake is unable to state its relative
position in the industry.  Golden Flake's  marketing  thrust is aimed at selling
the highest quality  product  possible and giving good service to its customers,
while being  competitive  with its prices.  Golden  Flake  constantly  tests the
quality  of  its  products  for  comparison  with  other  similar   products  of
competitors and maintains tight quality controls over its products.  The Company
believes that one of its major  advantages is the Golden Flake brand,  which has
been  developed  and enhanced  throughout  the history of the company and is now
well  known  within the  geographic  area  served by the  Company.  The  Company
continues  to promote the Golden  Flake brand  through  sponsorship  agreements,
billboard campaigns, advertising and other efforts.

Employees

As of July 31, 2009, Golden Flake employed approximately 818 employees. Of these
employees,  795 were  full-time,  while  23 were  part-time.  Approximately  476
employees are involved in route sales and sales  supervision,  approximately 202
are  in  production  and  production  supervision,  and  approximately  140  are
management and administrative personnel.

Golden Flake believes that the  performance and loyalty of its employees are two
of 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. The Company's employees are
not represented by any collective  bargaining  organization  and the Company has
never experienced a work stoppage. Golden Flake considers its relations with its
employees to be excellent.

Environmental Matters

In December 2008, Golden Flake began  construction on a water treatment plant as
an  environmentally-friendly  way to dispose of process water at the  Birmingham
plant.  The  project  will  allow the  Company  to  release  this water into the
neighboring  creek which will  improve the flow of water in the creek and have a
positive  impact on the  environment  in the area  surrounding  the plant.  This
project will also help to reduce  expenses  associated  with sewer charges since
this will replace the current system which flows through the sewer system.  This
project is expected to be completed in September 2009.

Significant Events

On September 25, 2008,  the Company  closed the sale of the property  located at
321 Marble Mill Road, Marietta, Georgia for $556,000.

On November the 25, 2008 the Company closed the sale of the property  located at
2926 Kraft Drive in Nashville, Tennessee and across the street from this address
for $2,100,000.

                                       5
<PAGE>
                        Executive Officers Of Registrant
                               And Its Subsidiary

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

John S. Stein, 72   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 28, 2010.

Mark W.
 McCutcheon, 54     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 28, 2010.

Patty Townsend, 51  Ms. Townsend is Chief Financial Officer,  Vice President and
                    Secretary of Golden Enterprises,  Inc. She was elected Chief
                    Financial  Officer,  Vice-President  and  Secretary  of  the
                    Company on March 1,  2004.  She has been  employed  with the
                    Company since 1988. Ms. Townsend is elected to her positions
                    on an annual  basis,  and her  present  term of office  will
                    expire on May 28, 2010.

Randy Bates, 55     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 28, 2010.

David Jones, 57     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 28, 2010.

                                       6
<PAGE>

                             ITEM 1A. - RISK FACTORS

Important  factors  that could  cause the  Company's  actual  business  results,
performance  or  achievements  to differ  materially  from any  forward  looking
statements  or other  projections  contained  in this  Annual  Form 10-K  Report
include,  but are not limited to the  principal  risk  factors set forth  below.
Additional risks and  uncertainties,  including risks not presently known to the
Company,  or that it currently deems  immaterial,  may also impair the Company's
business  and or  operations.  If the events,  discussed  in these risk  factors
occur, the Company's  business,  financial  condition,  results of operations or
cash flow could be adversely  affected in a material way and the market value of
the Company's common stock could decline.

Competition

Price  competition  and  consolidation  within  the Snack  Food  industry  could
adversely  impact the Company's  performance.  The Company's  business  requires
significant  marketing and sales effort to compete with larger companies.  These
larger  competitors  sell  a  significant  portion  of  their  products  through
discounting  and  other  price  cutting  techniques.  This  intense  competition
increases the  possibility  that the Company  could lose one or more  customers,
lose market share and/or be forced to increase discounts and reduce pricing, any
of which  could  have an adverse  impact on the  Company's  business,  financial
condition, results of operation and/or cash flow.

Commodity and Energy Cost Fluctuations

Significant  commodity price fluctuations for certain  commodities  purchased by
the Company,  particularly potatoes,  could have a material impact on results of
operations.  In an attempt to manage  commodity price risk, the Company,  in the
normal  course of business,  enters into  contracts to purchase  pre-established
quantities of various  types of raw  materials,  at  contracted  prices based on
expected short term needs. The Company can also be adversely impacted by changes
in the cost of natural gas and other fuel costs. Long term increases in the cost
of natural gas and fuel costs could adversely impact the Company's cost of sales
and selling, marketing and delivery expenses.

There are other  risks and  factors  not  described  above that could also cause
actual results to differ  materially from those in any forward looking statement
made by the Company.

                      ITEM 1B. - UNRESOLVED STAFF COMMENTS

Not Applicable.

                                       7
<PAGE>
                              ITEM 2. - PROPERTIES

The  headquarters  of the  Company  are  located  at  One  Golden  Flake  Drive,
Birmingham, Alabama 35205. The properties of the subsidiary are described below.

                                  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.  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. In Birmingham, Golden Flake also has a garage and
vehicle  maintenance service center from which it services,  maintains,  repairs
and rebuilds its fleet and delivery trucks.

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

Management  believes that our  Company's  facilities  for the  production of our
products are suitable and adequate,  that they are being appropriately  utilized
in line with past experience,  and that they have sufficient production capacity
for  their  present  intended  purposes.  The  extent  of  utilization  of  such
facilities  varies  based  upon  seasonal  demand  for our  products.  It is not
possible to measure with any degree of certainty or  uniformity  the  productive
capacity and extent of  utilization  of these  facilities.  However,  management
believes that additional  production can be obtained at the existing  facilities
by adding  personnel and capital  equipment and, at some  facilities,  by adding
shifts of personnel or expanding  the  facilities.  We  continuously  review our
anticipated  requirements  for facilities and, on the basis of that review,  may
from time to time  acquire  additional  facilities  and/or  dispose of  existing
facilities.

The manufacturing  plants, office headquarters and additional lands are owned by
Golden Flake.

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; Knoxville
and Memphis, Tennessee; Decatur and Macon, Georgia;  Jacksonville,  Panama City,
Tallahassee and Pensacola,  Florida and New Orleans,  Louisiana.  The warehouses
vary in size from 2,400 to 8,000 square feet.  All  distribution  warehouses are
owned free and clear of any debts.

                           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.

                                       8
<PAGE>

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

Not Applicable.

                                     PART II

                ITEM 5. - MARKET FOR REGISTRANT'S COMMON EQUITY,
                     RELATED STOCKHOLDER MATTERS AND ISSUER
                         PURCHASES OF EQUITY SECURITIES

Golden Enterprises, Inc. and Subsidiary

Market and Dividend Information

The Company's  common stock is traded under the symbol,  GLDC, and  transactions
are reported through the National  Association of Securities  Dealers  Automated
Quotation (NASDAQ) Over The Counter (OTC) 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 29, 2009 and May 30, 2008 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>
<S>                     <C>                      <C> <C>        <C>       <C>      <C>
                                                                    Market Price
                                                              High     Low      Dividend
       Quarter                                                Price    Price     Paid
       Year Ended 2009                                                          Per share
       ---------------------------------------------------  --------  --------  --------
       First quarter    (13 weeks ended August 29, 2008)       $2.55     $1.49    $.0313
       Second quarter   (13 weeks ended November 28, 2008)      2.25      0.64     .0313
       Third quarter    (13 weeks ended February 27, 2009)      2.35      1.65     .0313
       Fourth quarter   (13 weeks ended May 29, 2009)           2.44      1.82     .0313

                                                              High     Low      Dividend
       Quarter                                                Price    Price     Paid
       Year Ended 2008                                                          Per share
       ---------------------------------------------------  --------  --------  --------
       First quarter    (13 weeks ended August 31, 2007)       $3.25     $2.83    $.0313
       Second quarter   (13 weeks ended November 30, 2007)      3.49      2.65     .0313
       Third quarter    (13 weeks ended February 29, 2008)      3.23      2.45     .0313
       Fourth quarter   (13 weeks ended May 30, 2008)           2.95      2.21     .0313
</TABLE>

As of July 31, 2009, there were approximately 1,087 shareholders of record.

                                       9
<PAGE>
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>
<S>                                      <C>                          <C>                          <C>
                      EQUITY COMPENSATION PLAN INFORMATION
----------------------------    ---------------------------    ---------------------------    ------------------------------
                                Number of securities to be     Weighted-average exercise      Number of securities remaining
Plan category                   issued  upon  exercise  of     price of outstanding           available for future issuance
                                out-standing options,          options, warrants and          under equity compensation
                                warrants and rights            rights                         plans (excluding securities
                                (a)                            (b)                            reflected in column(a)
                                                                                              (c)
----------------------------    ---------------------------    ---------------------------    ------------------------------
Equity compensation plans                329,000                      $3.81                             0
approved by security holders
----------------------------    ---------------------------    ---------------------------    ------------------------------
Equity compensation plans                   0                           0                               0
not approved by security
holders
----------------------------    ---------------------------    ---------------------------    ------------------------------
Total                                    329,000                      $3.81                             0
----------------------------    ---------------------------    ---------------------------    ------------------------------

             No securities remain under this plan for future awards.
</TABLE>


Issuer Purchases Of Equity Securities

The Company  purchased  42,275 shares of its common stock during the fiscal year
ended May 29, 2009.


                        ITEM 6. - SELECTED FINANCIAL DATA

Not required due to Smaller Reporting Company status.

                                       10
<PAGE>

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

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

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


The following  discussion  provides an  assessment  of the  Company's  financial
condition, results of operations,  liquidity and capital resources and should be
read in conjunction with the accompanying  consolidated financial statements and
notes.

Overview

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

No single  product or product line  accounts for more than 50% of the  Company's
sales,  which  affords  some  protection  against  loss of volume  due to a crop
failure of major agricultural raw materials. Raw materials used in manufacturing
and  processing  the  Company's  snack food  products are  purchased on the open
market and under  contract  through  brokers and directly from growers.  A large
part of the raw materials used by the Company consists of farm commodities, most
notably  potatoes and corn,  which are subject to precipitous  changes in supply
and price.  Weather  varies from season to season and directly  affects both the
quality  and  quantity  of 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
route representatives and independent distributors who are supplied with selling
inventory by the Company's trucking fleet. All of the route  representatives are
employees of the Company and use the Company's direct-store delivery system.

Critical Accounting Policies And Estimates

The Company's  discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated  financial statements,  the
preparation of which in conformity with accounting principles generally accepted
in the United  States of  America  requires  management  to make  estimates  and
assumptions  that  in  certain  circumstances  affect  amounts  reported  in the
consolidated  financial  statements.  In preparing these  financial  statements,
management has made its best estimates and judgments of certain amounts included
in the financial  statements,  giving due  considerations  to  materiality.  The
Company does not believe there is a great  likelihood that materially  different
amounts  would  be  reported  under  different  conditions  or  using  different
assumptions  related  to  the  accounting  policies  described  below.  However,
application of these accounting  policies  involves the exercise of judgment and
use of assumptions as to future  uncertainties and, as a result,  actual results
could differ  materially from these  estimates.  Other  accounting  policies and
estimates  are  detailed  in  Note  1 of the  Notes  To  Consolidated  Financial
Statements in this 10-K.

                                       11
<PAGE>

Revenue Recognition

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

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.  The Company records a general
reserve based on analysis of historical  data. In addition,  the Company 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 29, 2009 and May 30, 2008, the
Company had accounts receivables in the amount of $9,297,434 and $7,940,547, net
of an allowance for doubtful accounts of $127,130 and $70,000 respectively.  The
Company  purchased  credit  insurance  last year which reduced the allowance for
doubtful  accounts to $70,000.  Without  credit  insurance,  the  allowance  for
doubtful  accounts  would have been  $88,835  last year.  This year,  due to the
bankruptcy  of two  of our  customers,  we  used  the  calculated  allowance  of
$127,130.

The following  table  summarizes  the  Company's  customer  accounts  receivable
profile as of May 29, 2009:

                Amount Range                    No. of Customers
                ------------                    ----------------
        Less than $1,000.00                                1,055
        $1,001.00-$10,000.00                                 542
        $10,001.00-$100,000.00                               137
        $100,001.00-$500,000.00                                7
        $500,001.00-$1,000,000.00                              2
        $1,000,001.00-$2,500,000.00                            0
                                                ----------------
        Total All Accounts                                 1,743
                                                ================

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 expenses in an effort to record those expenses in
the  period   incurred.   The   Company's   significant   estimates   relate  to
insurance-related  expenses.  The Company is self-insured  for certain  casualty
losses   relating  to  automobile   liability,   general   liability,   workers'
compensation, property losses and medical claims. The Company also has stop loss
coverage to limit the exposure arising from these claims.  Automobile liability,
general liability, workers' compensation,  and property losses costs are covered
by letters of credit with the company's claim administrators.

The Company  uses a  third-party  actuary to  estimate  the  casualty  insurance
obligations on an annual basis.

                                       12
<PAGE>

In determining the ultimate loss and reserve requirements,  the third-party uses
various actuarial  assumptions  including  compensation trends, health care cost
trends  and  discount  rates.  The  third-party  actuary  also  uses  historical
information  for  claims  frequency  and  severity  in order to  establish  loss
development factors.

The actuarial  calculation  includes a margin of error to account for changes in
inflation; health care costs, compensation and litigation cost trends as well as
estimated  future  incurred  claims.  This  year,  the  Company  utilized  a 50%
confidence  level for estimating  the ultimate  outstanding  casualty  liability
based on the actuarial  report.  Approximately 50% of each claim should be equal
to or less than the ultimate  liability  recorded based on the historical trends
experienced  by the Company.  If the Company  chose a 75% factor,  the liability
would have been  increased by approximate  $0.3 million.  If the Company chose a
90% factor, the liability would have increased by approximately $0.6 million.

This year the Company used a 4% investment rate to discount the estimated claims
based on the  historical  payout  pattern during 2009 and 2008. A one percentage
point  change  in the  discount  rate  would  have  impacted  the  liability  by
approximately $50,000.

Actual  ultimate  losses  could vary from  those  estimated  by the  third-party
actuary.  The Company believes the reserves established are reasonable estimates
of the ultimate liability based on historical trends.

As of May 29, 2009, the Company's casualty reserve was $1,805,300 and at May 30,
2008 the casualty reserve was $1,877,100.

Employee  medical  insurance  accruals  are  recorded  based on  medical  claims
processed as well as historical  medical claims  experienced for claims incurred
but not yet reported.  Differences in estimates and assumptions  could result in
an accrual requirement materially different from the calculated accrual.

Other Matters

Transactions  with  related  parties,  included  in  Note  11 of  the  Notes  to
Consolidated Financial Statements, are conducted on an arm's-length basis in the
ordinary course of business.

Other Commitments

The Company had letters of credit in the amount of $2,264,857 outstanding at May
29, 2009 to support the Company's commercial self-insurance program.

The  Company  has a  line-of-credit  agreement  with a local  bank that  permits
borrowing  up to  $2,000,000.  The  line-of-credit  is subject to the  Company's
continued credit  worthiness and compliance with the terms and conditions of the
advance  application.  The  Company's  line of credit  debt at May 29,  2009 was
$1,454,155 with an interest rate of 4.00%.

The  Company's  current  ratio was 1.46 to 1.00 and 1.35 to 1.00 at May 29, 2009
and May 30, 2008, respectively.

                                       13
<PAGE>

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 increased by 7.8% in fiscal year 2009 and 2.3% in fiscal year 2008.

Cost of sales as a percentage  of net sales  amounted to 52.8% and 51.8% in 2009
and 2008, respectively.

Selling, general and administrative expenses were 45.3% of net sales in 2009 and
46.8% of net sales in 2008.

Operating  income for the fiscal year increased an impressive  48.3% compared to
last fiscal year.

The  Company's  effective  tax  rates for 2009 and 2008  were  40.6% and  40.5%,
respectively. Note 6 to the Consolidated Financial Statements provide additional
information about the provision for income taxes.

The following  tables compare  manufactured  products to resale products for the
fiscal years ended May 29, 2009 and May 30, 2008:

                                Manufactured Products-Resale Products
                                  2009                       2008
                        -------------------------  -------------------------
Sales                                         %                          %
Manufactured Products   $  98,701,412       80.8%  $  91,864,474       81.0%
Resale Products            23,467,214       19.2%     21,515,358       19.0%
                        -------------              -------------
Total                   $ 122,168,626      100.0%  $ 113,379,832      100.0%
                        =============              =============

Gross Margin                                  %                          %
Manufactured Products   $  49,093,733       49.7%  $  47,571,929       51.8%
Resale Products             8,597,087       36.6%      7,042,636       32.7%
                        -------------              -------------
Total                   $  57,690,820       47.2%  $  54,614,565       48.2%
                        =============              =============


Liquidity And Capital Resources

Working  capital was $5,603,395 and $3,861,807 at May 29, 2009 and May 30, 2008,
respectively.  Net cash  provided  by  operations  amounted  to  $1,510,066  and
$3,435,839 in fiscal years May 29, 2009 and May 30, 2008,  respectively.  During
2009, the principal  source of liquidity for the Company's  operating  needs was
provided from operating activities, credit facilities and cash on hand.

Additions to property,  plant and equipment are expected to be about  $6,500,000
in 2010.  Approximately  $4,000,000  of these  additions  will be for the  water
treatment  project  which is being  financed  through a note  payable to a bank.
$1,500,000  is expected to be spent on new handheld  computers to be used by the
route sales force and distributors  while another  $1,000,000 is anticipated for
enhancements in our pork skin department.

Cash dividends of $1,471,495 were paid in 2009 and 2008, respectively.

                                       14
<PAGE>

Cash of $75,282 was used to purchase  42,275 shares of treasury  stock in fiscal
2009 while cash of $135,923 was used to purchase 46,423 shares of treasury stock
in 2008.

During  fiscal  2009,  the  Company's  debt  proceeds  net of  re-paid  debt was
$2,713,228 versus $590,792 during fiscal 2008.

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  and bank  loans,  fuel  costs  and  commodity  prices
affecting the cost of its raw materials.

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.  While, the
Company's  prices for its  products  over the past several  years have  remained
relatively  flat, the Company has been able to increase prices during the fiscal
year.  The Company  will contend  with the effect of further  inflation  through
efficient purchasing, improved manufacturing methods, pricing, and by monitoring
and controlling expenses.

Higher fuel and commodity costs continue to be a challenge.

Environmental Matters

In December 2008, Golden Flake began  construction on a water treatment plant as
an  environmentally-friendly  way to dispose of process water at the  Birmingham
plant.  The  project  will  allow the  Company  to  release  this water into the
neighboring  creek which will  improve the flow of water in the creek and have a
positive  impact on the  environment  in the area  surrounding  the plant.  This
project will also help to reduce  expenses  associated  with sewer charges since
this will replace the current system which flows through the sewer system.  This
project is expected to be completed in September 2009.

Forward-Looking Statements

This report 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,  fuel costs and  effectiveness  of sales and
marketing activities,  as described in this 10-K. You are cautioned not to place
undue reliance on these  forward-looking  statements  which speak only as of the
date which they are made.

Recent Developments

The Company,  in compliance with Section 404 of the  Sarbanes-Oxley  Act of 2002
has completed the management  assessment of its internal  controls.  See Item 9A
for further details.

Recently Issued Accounting Pronouncements

See Note 1 to the  consolidated  financial  statements  included in Item 8 for a
summary of recently issued accounting pronouncements.

                                       15
<PAGE>

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

Not applicable as Company is a Smaller Reporting Company.

ITEM 8. - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated  financial  statements of the registrant and its subsidiary for
the year ended May 29, 2009, consisting of the following, are contained herein:
<TABLE>
<CAPTION>
<S>                                                                         <C> <C>           <C> <C>
Consolidated Balance Sheets                                     - As of May 29, 2009 and  May 30, 2008
Consolidated Statements of Income                               - Fiscal years ended 2009 and 2008
Consolidated Statements of Changes in Stockholders' Equity      - Fiscal years ended 2009 and 2008
Consolidated Statements of Cash Flows                           - Fiscal years ended 2009 and 2008
Notes to Consolidated Financial Statements                      - Fiscal years ended 2009 and 2008
</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   consolidated  balance  sheets  of  Golden
Enterprises,  Inc. and  subsidiary as of May 29, 2009 and May 30, 2008,  and the
related consolidated  statements of income,  changes in stockholders' equity and
cash flows for the years then ended.  Our audits  also  included  the  financial
statement  schedule  listed  at  Item  15(a)  Schedule  II.  These  consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated financial position of Golden
Enterprises,  Inc. and  subsidiary as of May 29, 2009 and May 30, 2008,  and the
consolidated results of their operations and their cash flows for the years then
ended in conformity with accounting  principles generally accepted in the United
States of America. Also, in our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole,  presents  fairly in all  material  respects  the  information  set forth
therein.

We were not engaged to examine management's assertion about the effectiveness of
Golden  Enterprises,  Inc. and  subsidiary's  internal  control  over  financial
reporting as of May 29, 2009  included in the  Company's  Item 9A "Controls  and
Procedures"  in the  Annual  Report  on Form 10-K  and,  accordingly,  we do not
express an opinion thereon.

                                       DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP


Birmingham, Alabama
August 14, 2009


                                       17
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                       As of May 29, 2009 and May 30, 2008

                  ASSETS
                                                  2009                2008
                                             ---------------     ---------------
CURRENT ASSETS
  Cash and cash equivalents                 $      1,178,060    $        442,756

  Receivables:
    Trade accounts                                 9,042,937           8,009,482
    Other                                            381,627               1,065
                                             ---------------     ---------------
                                                   9,424,564           8,010,547
    Less: Allowance for doubtful accounts            127,130              70,000
                                             ---------------     ---------------
                                                   9,297,434           7,940,547

  Inventories:
    Raw materials                                  1,693,655           1,467,400
    Finished goods                                 3,318,497           2,870,698
                                             ---------------     ---------------

                                                   5,012,152           4,338,098
                                             ---------------     ---------------

  Prepaid expenses                                 1,608,790           1,642,959
  Deferred income taxes                              676,480             649,420
                                             ---------------     ---------------
         Total current assets                     17,772,916          15,013,780
                                             ---------------     ---------------


PROPERTY, PLANT AND EQUIPMENT
  Land                                             2,803,594           3,048,284
  Buildings                                       16,774,579          18,452,583
  Machinery and equipment                         44,265,326          39,246,446
  Transportation equipment                        11,620,027          12,566,732
                                             ---------------     ---------------
                                                  75,463,526          73,314,045
    Less: Accumulated depreciation                59,407,291          58,684,709
                                             ---------------     ---------------

                                                  16,056,235          14,629,336
                                             ---------------     ---------------
OTHER ASSETS
  Cash surrender value of life insurance           1,620,822           1,805,982
  Other                                              955,003             786,947
                                             ---------------     ---------------

    Total other assets                             2,575,825           2,592,929
                                             ---------------     ---------------

    TOTAL                                   $     36,404,976    $     32,236,045
                                             ===============     ===============

See Accompanying Notes to Consolidated Financial Statements

                                       18
<PAGE>
                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                  2009                2008
                                             ---------------     ---------------
CURRENT LIABILITIES
  Checks outstanding in excess of bank
   balances                                 $      1,691,230    $        817,370
  Accounts payable                                 3,437,482           3,567,939
  Accrued income taxes                               286,383             160,619
  Line of credit outstanding                       1,454,155           1,484,368
  Other accrued expenses                           5,157,323           4,989,684
  Salary continuation plan                           142,948             131,993
                                             ---------------     ---------------
     Total current liabilities                    12,169,521          11,151,973
                                             ---------------     ---------------
LONG-TERM LIABILITIES
  Note payable-bank, non -current                  2,743,440                   -
  Salary continuation plan                         1,414,303           1,499,421
  Deferred income taxes                              669,815             620,077
                                             ---------------     ---------------
     Total long-term liabilities                   4,827,558           2,119,498
                                             ---------------     ---------------

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                               14,579,547          14,060,942
  Treasury shares -at cost(2,082,161 shares
   in 2009 and 2,039,886 shares in 2008)        (10,888,799)        (10,813,517)
                                             ---------------     ---------------

  Total stockholders' equity                      19,407,897          18,964,574
                                             ---------------     ---------------

     TOTAL                                  $     36,404,976    $     32,236,045
                                             ===============     ===============

                                       19
<PAGE>
                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
            For the Fiscal Years Ended May 29, 2009 and May 30, 2008

                                                  2009                2008
                                            -----------------   ----------------
Net sales                                   $    122,168,626    $   113,379,832
Cost of sales                                     64,477,806         58,765,267
                                            -----------------   ----------------
Gross margin                                      57,690,820         54,614,565

Selling, general and administrative
 expenses                                         55,380,292         53,056,631
                                            -----------------   ----------------

Operating income                                   2,310,528          1,557,934
                                            -----------------   ----------------

Other income (expenses):
Gain on sale of assets                               910,875            133,654
Interest expense                                    (198,252)          (223,683)
Other income                                         325,022            426,895
                                            -----------------   ----------------
      Total other income (expenses)                1,037,645            336,866
                                            -----------------   ----------------
      Income before income tax                     3,348,173          1,894,800
                                            -----------------   ----------------
      Provision for income taxes                   1,358,073            767,232
                                            -----------------   ----------------
      Net income                            $      1,990,100    $     1,127,568
                                            =================   ================
PER SHARE OF COMMON STOCK
  Basic earnings                            $           0.17    $          0.10
  Diluted earnings                          $           0.17    $          0.10

See Accompanying Notes to Consolidated Financial Statements

                                       20
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
            For the Fiscal Years Ended May 29, 2009 and May 30, 2008
<TABLE>
<CAPTION>
<S>          <C>                                               <C>                               <C>
                                            Additional                                          Total
                                Common        Paid-in        Retained         Treasury      Stockholders'
                                 Stock        Capital        Earnings          Shares           Equity
                             ------------- ------------- ---------------- ---------------- ----------------


   Balance - June 1, 2007    $   9,219,195 $   6,497,954 $    14,410,568  $   (10,677,594) $    19,450,123

Net income - 2008                        -             -       1,127,568                -        1,127,568
Cash dividends paid                      -             -      (1,477,194)               -       (1,477,194)
Treasury shares purchased                                                        (135,923)        (135,923)
                             ------------- ------------- ---------------- ---------------- ----------------

   Balance - May 30, 2008        9,219,195     6,497,954      14,060,942      (10,813,517)      18,964,574

Net income - 2009                        -             -       1,990,100                -        1,990,100
Cash dividends paid                      -             -      (1,471,495)               -       (1,471,495)
Treasury shares purchased                                                         (75,282)         (75,282)
                             ------------- ------------- ---------------- ---------------- ----------------

   Balance - May 29, 2009    $   9,219,195 $   6,497,954 $    14,579,547  $   (10,888,799) $    19,407,897
                             ============= ============= ================ ================ ================
</TABLE>

See Accompanying Notes to Consolidated Financial Statements

                                       21
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  For the Fiscal Years Ended May 29, 2009 and
                                  May 30, 2008

                                                  2009                2008
                                             ---------------     ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Cash received from customers              $    120,811,739    $   113,897,712
  Interest income                                     18,677            134,799
  Rental income                                       40,485             39,411
  Other operating cash payments/receipts             265,860            252,685
  Cash paid to suppliers and employees for
   cost of goods sold                            (63,652,300)       (57,303,625)
  Cash paid for suppliers and employees for
   selling, general and
   administrative                                (54,566,512)       (52,238,187)
  Income taxes                                    (1,209,631)        (1,123,273)
  Interest expense                                  (198,252)          (223,683)
                                             ---------------     ---------------

    Net cash provided by operating
     activities                                    1,510,066          3,435,839

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property, plant and equipment       (5,607,304)        (2,303,219)
  Proceeds from sale of property, plant and
   equipment                                       2,792,231            140,795
  Collection of notes receivable                           -             53,107
                                             ---------------     ---------------

    Net cash used in investing activities         (2,815,073)        (2,109,317)

CASH FLOWS FROM FINANCING ACTIVITIES
  Debt proceeds                                   22,490,254         21,356,450
  Debt repayments                                (19,777,026)       (20,765,658)
  Increase(decrease) in checks outstanding
   in excess of bank
     balances                                        873,860           (568,293)
  Purchases of treasury shares                       (75,282)          (135,923)
  Cash dividends paid                             (1,471,495)        (1,477,194)
                                             ---------------     ---------------

    Net cash provided (used) in financing
     activities                                    2,040,311         (1,590,618)

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                   735,304           (264,096)

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF YEAR                                  442,756            706,852
                                             ---------------     ---------------

CASH AND CASH EQUIVALENTS AT
  END OF YEAR                               $      1,178,060    $       442,756
                                             ===============     ===============

See Accompanying Notes to Consolidated Financial Statements

                                       22
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                  For the Fiscal Years Ended May 29, 2009 and
                                  May 30, 2008

RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES:

                                                  2009                2008
                                             ----------------    ---------------
  Net income                                $      1,990,100    $     1,127,568
  Adjustment to reconcile net income to net
   cash provided
    by operating activities:
      Depreciation                                 2,299,049          2,287,025
      Deferred income taxes                           22,678           (198,462)
      Gain on sale of property and equipment        (910,875)          (133,654)
    Change in receivables-net                     (1,356,887)           517,880
    Change in inventories                           (674,054)            37,576
    Change in prepaid expenses                        34,169            (20,059)
    Change in cash surrender value of
     insurance                                       185,160            447,430
    Change in other assets                          (168,057)          (135,352)
    Change in accounts payable                      (130,457)          (192,560)
    Change in accrued expenses                       167,639            (71,074)
    Change in salary continuation plan               (74,163)           (72,900)
    Change in accrued income taxes                   125,764           (157,579)
                                             ----------------    ---------------
      Net cash provided by operating
       activities                           $      1,510,066    $     3,435,839
                                             ================    ===============

See Accompanying Notes to Consolidated Financial Statements

                                       23
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            For the Fiscal Years Ended May 29, 2009 and May 30, 2008

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 practices within the snack foods industry.  The
following is a description of the more significant accounting policies:

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

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

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

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 income.  The  determination  of the
allowance  for  doubtful   accounts  is  based  on   management's   estimate  of
uncollectible accounts receivables.  The Company records a general reserve based
on analysis  of  historical  data.  In  addition,  management  records  specific
reserves for receivable balances that are considered at higher risk due to known
facts regarding the customer.

Fiscal Year
-----------
The Company  ends its fiscal year on the Friday  closest to the last day in May.
The years ended May 29, 2009 and May 30, 2008 included 52 weeks.

Fair Value of Financial Instruments
-----------------------------------
The carrying amounts of cash and cash equivalents, receivables, accounts payable
and short-term debt approximate fair value.

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

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

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

                                       24
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
            For the Fiscal Years Ended May 29, 2009 and May 30, 2008


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

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  casualty losses relating to automobile
liability, general liability, workers' compensation, property losses and medical
claims.  The Company also has stop loss  coverage to limit the exposure  arising
from  these  claims.   Automobile   liability,   general   liability,   workers'
compensation,  and  property  losses costs are covered by letters of credit with
the company's claim administrators.

The Company  uses a  third-party  actuary to  estimate  the  casualty  insurance
obligations  on an annual basis.  In  determining  the ultimate loss and reserve
requirements,  the  third-party  uses various  actuarial  assumptions  including
compensation trends, health care cost trends and discount rates. The third-party
actuary also uses historical  information  for claims  frequency and severity in
order to establish loss development factors. The actuarial  calculation includes
a margin of error to  account  for  changes in  inflation,  health  care  costs,
compensation  and litigation  cost trends as well as estimated  future  incurred
claims.

Advertising
-----------
The Company expenses advertising costs as incurred.  These costs are included in
selling,  general and administrative  expenses in the Consolidated  Statement of
Income. Advertising expense amounted to $5,431,754 and $5,423,896 for the fiscal
years 2009 and 2008, respectively.

Income Taxes
------------
Deferred  income taxes are provided  using the  liability  method to measure tax
consequences  resulting from differences between financial  accounting standards
and applicable  income tax laws.  Deferred tax assets are reduced by a valuation
allowance  when, in the opinion of  management,  it is more likely than not that
some portion or all of the  deferred  tax assets will not be realized.  Deferred
tax assets and  liabilities  are adjusted for the effects of changes in tax laws
and rates on 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 has granted stock options to  management in previous  years,  though
none were granted  during  fiscal years ended May 29, 2009 or May 30, 2008.  See
Note 8 for further discussion of our stock option awards.

                                       25
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
             For the Fiscal Year Ended May 29, 2009 and May 30, 2008


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

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 $3,540,104 and $3,418,545 for the
fiscal years 2009 and 2008, 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.

Recently Issued Accounting Pronouncements
-----------------------------------------
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." SFAS
No. 157 defines fair value,  establishes a framework for measuring fair value in
generally accepted  accounting  principles,  and expands  disclosures about fair
value  measurements.  SFAS No. 157 is effective for financial  statements issued
for fiscal years beginning after November 15, 2007. The adoption of SFAS No. 157
did not have a material impact on our financial condition, results of operations
or cash flows.

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial  Assets and  Financial  Liabilities:  Including  an  amendment of FASB
Statement  No.  115." SFAS No. 159 permits  entities to measure  many  financial
instruments  and certain  other  items at fair value with  changes in fair value
reported  in  earnings.  The FASB  issued  SFAS  No.  159 to  mitigate  earnings
volatility  that arises  when  financial  assets and  liabilities  are  measured
differently,  and to expand  the use of fair  value  measurement  for  financial
instruments.  SFAS No. 159 is effective  for our fiscal year  beginning  May 31,
2008.  The  adoption  of SFAS No.  159 did not  have a  material  impact  on our
financial condition, results of operations or cash flows.

In May 2009,  the FASB issued SFAS No. 165,  "Subsequent  Events."  SFAS No. 165
establishes  general  standards  of  accounting  for and  disclosure  of  events
occurring  subsequent  to the date of the balance  sheet,  but before  financial
statements are issued.  The Company will consider the application of SFAS 165 to
its interim and annual periods that end after June 15, 2009 (fiscal year 2010).

                                       26
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
            For the Fiscal Years Ended May 29, 2009 and May 30, 2008


NOTE 2 - PREPAID EXPENSES
-------------------------
At May 29, 2009 and May 30, 2008, prepaid expenses consist of the following:

                                                  2009                2008
                                            ----------------    ----------------
Prepaid marketplace spending                $        221,325    $        202,391
Other prepaid expenses                             1,387,465           1,440,568
                                            ----------------    ----------------

                                            $      1,608,790    $      1,642,959
                                            ================    ================


NOTE 3 - OTHER ACCRUED EXPENSES
-------------------------------
At May 29, 2009 and May 30, 2008, other accrued expenses consist of the
following:

                                                  2009                2008
                                            ----------------    ----------------
Accrued payroll                             $        408,107    $        462,581
Self insurance liability                           1,805,300           1,877,100
Accrued vacation                                   1,367,282           1,414,678
Other accrued expenses                             1,576,634           1,235,325
                                            ----------------    ----------------

                                            $      5,157,323    $      4,989,684
                                            ================    ================


NOTE 4 - LINE OF CREDIT
-----------------------
The  Company  has a line of credit  agreement  with a local bank  which  permits
borrowing  up to  $2,000,000.  The balance on the line of credit at May 29, 2009
was  $1,454,155  at a rate of  4.00%.  The  line of  credit  is  subject  to the
Company's  continued  credit  worthiness  and  compliance  with  the  terms  and
conditions of the advance application.

                                       27
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
            For the Fiscal Years Ended May 29, 2009 and May 30, 2008


NOTE 5 - LONG-TERM LIABILITIES
------------------------------

Long-term debt at May 29, 2009 and May 30, 2008 consists of the following:

                                                  2009                2008
                                            ----------------    ----------------
Construction loan - bank - with interest-
only payments due through the end of the
construction period at a fixed rate of
4.25%; converting to a 10-year 4.25% fixed
rate note payable in equal monthly
installments based on final amount drawn
during construction period, up to $4.0
million.                                    $      2,743,440    $              -
Less: current portion                                      -                   -
                                            ----------------    ----------------

                                            $      2,743,440    $              -
                                            ================    ================


Other  long-term  obligations  at May 29, 2009 and May 30,  2008  consist of the
following:

                                                  2009                2008
                                            -----------------   ----------------
Salary continuation plan                    $      1,557,251    $     1,631,414
Less: current portion                               (142,948)          (131,993)
                                            -----------------   ----------------
                                            $      1,414,303    $     1,499,421
                                            =================   ================


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 $57,830 and $48,976 for fiscal 2009 and 2008, respectively.

                                       28
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
            For the Fiscal Years Ended May 29, 2009 and May 30, 2008


NOTE 6 - INCOME TAXES
---------------------
At May 29, 2009 and May 30, 2008 the provision for income taxes consists of the
following:

                                                  2009                2008
                                            ----------------    ----------------
Current:
  Federal                                   $      1,169,764    $       858,851
  State                                              165,630            106,843
                                            ----------------    ----------------

                                                   1,335,394            965,694
Deferred:
  Federal                                             20,180           (176,597)
  State                                                2,499            (21,865)
                                            ----------------    ----------------
                                                      22,679           (198,462)
                                            ----------------    ----------------
Total                                       $      1,358,073    $       767,232
                                            ================    ================


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:

                                                  2009                2008
                                            ----------------    ----------------
Tax on income at statutory rates            $     1,138,379     $       644,232
(Decrease) increase resulting from:
  State income taxes, less Federal income
   tax effect                                       109,316              70,516
  Tax exempt interest                                (1,204)             (2,533)
  Change in valuation allowance                     (81,640)           (137,710)
  Other - net                                       193,222             192,727
                                            ----------------    ----------------
    Total                                   $     1,358,073     $       767,232
                                            ================    ================

                                       29
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
            For the Fiscal Years Ended May 29, 2009 and May 30, 2008

NOTE 6 - INCOME TAXES- CONTINUED
--------------------------------

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

                                                  2009                2008
                                            ----------------    ----------------
Deferred tax assets
   Salary continuation plan                 $        571,044    $       598,239
   Accrued vacation                                  501,383            518,762
   Contribution carry forward                        137,217            285,826
   Inventory capitalization                           19,969             30,971
   Allowance for doubtful accounts                    46,618             25,669
   Other accrued expenses                            189,670            148,235
                                            ----------------    ----------------

      Gross deferred tax assets before
       valuation allowance                         1,465,901          1,607,702
      Less valuation allowance                             -            (81,640)
                                            ----------------    ----------------

   Total deferred tax assets                       1,465,901          1,526,062
                                            ----------------    ----------------

   Deferred tax liabilities
      Property and equipment                       1,378,076          1,422,502
      Prepaid expenses                                81,160             74,217
                                            ----------------    ----------------
   Total deferred tax liabilities                  1,459,236          1,496,719
                                            ----------------    ----------------

      Net deferred tax liability            $          6,665    $        29,343
                                            ================    ================


NOTE 7 - EMPLOYEE BENEFIT PLANS
-------------------------------

The Company has trusteed "Qualified  Profit-Sharing Plans" that were amended and
restated  effective  June 1, 1996 to add a 401 (k) salary  reduction  provision.
Under this  provision,  employees  can  contribute  up to fifty percent of their
compensation to the plan on a pretax basis subject to regulatory limits; and the
Company,   at  its  discretion,   can  match  up  to  4%  of  the  participants'
compensation.  The annual contributions to the plans are determined by the Board
of Directors.  Total plan contributions for the years ended May 29, 2009 and May
30, 2008 were $127,189 and $131,319, respectively.

The Company  has an  Employee  Stock  Ownership  Plan that covers all  full-time
employees.  The annual  contributions to the plan are amounts  determined by the
Board of  Directors  of the Company.  Annual  contributions  are made in cash or
common stock of the Company.  Contributions to the Employee Stock Ownership Plan
for the years ended May 29, 2009 and May 30, 2008 were $0 and $0,  respectively.
Each  participant's  account is credited with an  allocation of shares  acquired
with the Company's annual  contributions,  dividends  received on Employee Stock
Ownership  Plan shares and  forfeitures of terminated  participants'  non-vested
accounts.

                                       30
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
            For the Fiscal Years Ended May 29, 2009 and May 30, 2008


NOTE 7 - EMPLOYEE BENEFIT PLANS - CONTINUED
-------------------------------------------

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 all 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:

                                                  2009                2008
                                            ----------------    ----------------
Accrued salary continuation plan -
 beginning of year                          $     1,631,414     $     1,704,314

Benefits accrued                                     57,830              48,977

Benefits paid                                      (131,993)           (121,877)
                                            ----------------    ----------------

Accrued salary continuation plan - end of
 year                                       $     1,557,251     $     1,631,414
                                            ================    ================


NOTE 8 - LONG-TERM INCENTIVE PLANS
----------------------------------

The Company has a  long-term  incentive  plan  currently  in effect  under which
future stock option grants were previously issued.  This Plan (the 1996 Plan) is
administered by the Stock Option Committee of the Board of Directors,  which had
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  and  make all  other  determinations  required  in the  administration
thereof. All options outstanding at the end of 2009 are exercisable.

The 1996 Plan  provided for the granting of Incentive  Stock  Options as defined
under the Internal  Revenue  Code.  Under the Plan,  grants of  incentive  stock
options were made to selected officers and employees,  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. No awards may now be granted under
the plan.

                                       31
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
            For the Fiscal Years Ended May 29, 2009 and May 30, 2008


NOTE 8 - 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:

                                  2009                          2008
                                  ----                          ----
                                       Weighted                     Weighted
                                        Average                     Average
                                       Exercise                     Exercise
                          Shares         Price        Shares         Price
Outstanding - beginning
 of year                   369,000  $          3.78    369,000  $           3.78
  Granted                        -                -          -                 -
  Exercised                      -                -          -                 -
  Forfeited                 40,000             3.50          -                 -
  Cancelled                      -                -          -                 -
                        ----------  --------------- ----------  ----------------
Outstanding - end of
 year                      329,000  $          3.81    369,000  $           3.78
                        ==========  =============== ==========  ================


No securities remain under this plan for future issuance.

The  Company  adopted  SFAS  123R as of  June 3,  2006.  SFAS  123R  establishes
standards for accounting of transactions in which an entity exchanges its equity
instruments  for  goods or  services,  such as when an entity  obtains  employee
services in share-based payment  transactions.  The revised statement requires a
public entity to measure the cost of employee  services received in exchange for
an award of equity  instruments based on the grant-date fair value of the award.
The cost is to be  recognized  over the  period  during  which the  employee  is
required  to provide  service in exchange  for the award.  Changes in fair value
during the required  service  period are to be recognized as  compensation  cost
over the period.  In addition,  SFAS 123R amends SFAS No. 95, "Statement of Cash
Flows," to require that excess tax benefits be reported as a financing cash flow
rather than as a reduction  of taxes paid.  When the Company  adopted SFAS 123R,
they  elected  the  modified  prospective  application  method and prior  period
amounts have not been restated. As of June 3, 2006, all outstanding options were
fully  vested.  Additionally,  no options were  granted  during the fiscal years
ended May 29, 2009 or May 30, 2008.

Prior to the  effective  date of SFAS  123R,  the  Company  followed  Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and
related interpretation for stock options granted to employees and directors. The
Company adopted the disclosure-only  provisions of SFAS No. 123, "Accounting for
Stock-Based   Compensation,"  as  amended  by  SFAS  No.  148,  "Accounting  for
Stock-Based  Compensation-Transition  and Disclosure." The proforma  disclosures
previously  permitted  under SFAS 123 are no longer an  alternative to financial
statement  recognition.  The  Company  continues  to account  for any portion of
previously granted awards using the accounting  principle  originally applied to
those awards, APB Opinion No. 25, Accounting for Stock Issued to Employees.

                                       32
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
            For the Fiscal Years Ended May 29, 2009 and May 30, 2008


NOTE 9 - 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".  At May 29, 2009,  options on the 329,000 shares
were not included in the  computation of diluted  earnings per share because the
options'  exercise price was greater than the average market price of the common
shares and, therefore, the effect would be antidilutive. At May 30, 2008 options
on the 369,000 shares were also antidilutive.  Thus, they were also not included
in the computation of diluted earnings per share.  The following  reconciles the
information used to compute basic and diluted earnings per share:

                                                 Average Common Stock Shares
                                             -----------------------------------
                                                  2009                2008
                                             ---------------     ---------------
Basic weighted average shares outstanding         11,758,651          11,815,621
Effect of options                                          -                   -
                                             ---------------     ---------------
                                                  11,758,651          11,815,621
                                             ===============     ===============


NOTE 10 - 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  instruments,
such as  estimates  of timing and amount of expected  future  cash  flows.  Such
estimates do not reflect any premium or discount that could result from offering
for sale at one time the  Company's  entire  holdings of a particular  financial
instrument, nor do they consider the tax impact of the realization of unrealized
gains or losses. In many cases, the fair value estimates cannot be substantiated
by comparison to independent markets, nor can the disclosed value be realized in
immediate settlement of the instrument.

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

The  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.

                                       33
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
            For the Fiscal Years Ended May 29, 2009 and May 30, 2008


NOTE 11 - COMMITMENTS AND CONTINGENCIES
---------------------------------------

Rental expense was $1,091,048 in 2009 and $822,501 in 2008.

The Company has entered into various operating lease agreements to replace aging
route vans and  transport  trucks.  The  current  annual  obligation  under this
agreement is $892,321.  Future minimum lease commitments for operating leases at
May 29, 2009 were as follows:

                2010    $   892,321
                2011        842,549
                2012        709,557
                2013        535,389
                2014              -

The Company  leases its airplane to a director who is also chairman of the board
of directors of SYB, Inc., a major shareholder of the Company, for approximately
$20,000 per month.  The lease  provides for her personal use of the airplane for
up to 100  flight  hours per year and is for a term of one year  with  automatic
annual renewals unless terminated by either party.

The Company had letters of credit in the amount of $2,264,857 outstanding at May
29, 2009 and May 30, 2008 to support the Company's commercial self-insurance
program. The Company pays a commitment fee of 0.50% to maintain the letters of
credit.

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

The  Company  is  subject to routine  litigation  and claims  incidental  to its
business.  In the opinion of  management,  such  routine  litigation  and claims
should  not have a  material  adverse  effect  upon the  Company's  consolidated
financial statements taken as a whole.


NOTE 12 - 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 purchased credit insurance last year which reduced the allowance for
doubtful  accounts to $70,000.  Without  credit  insurance,  the  allowance  for
doubtful  accounts  would have been  $88,835  last year.  This year,  due to the
bankruptcy  of two  of our  customers,  we  used  the  calculated  allowance  of
$127,130.

                                       34
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
            For the Fiscal Years Ended May 29, 2009 and May 30, 2008


NOTE 13 - SUPPLEMENTARY STATEMENT OF INCOME INFORMATION
-------------------------------------------------------

The following tabulation gives certain supplementary statement of income
information for the years ended May 29, 2009 and May 30, 2008:

                                                  2009                2008
                                            ----------------    ----------------
Maintenance and repairs                     $      6,207,074    $      6,334,758
Depreciation                                       2,299,049           2,287,025
Payroll taxes                                      2,210,951           2,364,913


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


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

Not Applicable.


                      ITEM 9A(T). - CONTROLS AND PROCEDURES


Disclosure Controls and Procedures

Our company's management,  with the participation of our chief executive officer
and chief  financial  officer,  evaluated the  effectiveness  of our  disclosure
controls and  procedures as of May 29, 2009. The term  "disclosure  controls and
procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act,
means  controls  and other  procedures  of a company that are designed to ensure
that  information  required to be  disclosed by a company in the reports that it
files or submits under the Exchange Act is recorded,  processed,  summarized and
reported,  within the time  periods  specified  in the  Securities  and Exchange
Commission's  rules and  forms.  Disclosure  controls  and  procedures  include,
without limitation,  controls and procedures designed to ensure that information
required to be  disclosed  by a company in the reports  that it files or submits
under  the  Exchange  Act is  accumulated  and  communicated  to  the  company's
management,  including its principal executive and principal financial officers,
as  appropriate  to  allow  timely  decisions  regarding  required   disclosure.
Management  recognizes  that any  controls  and  procedures,  no matter how well
designed and operated,  can provide only reasonable assurance of achieving their
objectives  and  management  necessarily  applies its judgment in evaluating the
cost-benefit  relationship  of possible  controls and  procedures.  Based on the
evaluation of our  disclosure  controls and  procedures as of May 29, 2009,  our
chief executive  officer and chief financial  officer concluded that, as of such
date,  our disclosure  controls and procedures  were effective at the reasonable
assurance level.

                                       35
<PAGE>

Internal Control Over Financial Reporting

Management's Annual Report on Internal Control Over Financial Reporting

The management of the company is responsible  for  establishing  and maintaining
adequate  internal  control over financial  reporting for the company.  Internal
control  over  financial  reporting  is defined in Rule  13a-15(f)  or 15d-15(f)
promulgated under the Securities  Exchange Act of 1934 as a process designed by,
or under the  supervision  of, the company's  principal  executive and principal
financial officers and effected by the company's board of directors,  management
and other personnel,  to provide reasonable  assurance regarding the reliability
of financial reporting and the preparation of financial  statements for external
purposes  in  accordance  with  generally  accepted  accounting  principals  and
includes those policies and procedures that:


o    Pertain to the maintenance of records that in reasonable  detail accurately
     and fairly reflect the  transactions  and dispositions of the assets of the
     company;

o    Provide reasonable assurance that transactions are recorded as necessary to
     permit  preparation  of financial  statements in accordance  with generally
     accepted accounting  principles,  and that receipts and expenditures of the
     company are being made only in accordance with authorizations of management
     and directors of the company; and

o    Provide reasonable  assurance  regarding  prevention or timely detection of
     unauthorized  acquisition,  use or disposition of the company's assets that
     could have a material effect on the financial statements.


Because of its inherent  limitations,  internal control over financial reporting
may not  prevent  or detect  misstatements.  Projections  of any  evaluation  of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

The company's  management  assessed the effectiveness of the company's  internal
control over financial  reporting as of May 29, 2009. In making this assessment,
the  company's  management  used the  criteria  set  forth by the  Committee  of
Sponsoring  Organizations  of the  Treadway  Commission  (COSO) in its  Internal
Control-Integrated Framework.

Based on our  assessment,  management  concluded  that, as of May 29, 2009,  the
company's internal control over financial  reporting is effective based on those
criteria set forth.

The annual  report  does not  include  an  attestation  report of the  company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission  that permit the company to provide  only  management's
report in this annual report.

Changes in Internal Control Over Financial Reporting

No change in our internal controls over financial  reporting occurred during the
fiscal quarter ended May 29, 2009 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

                          ITEM 9B. - OTHER INFORMATION
Not Applicable.

                                       36
<PAGE>

                                    PART III

ITEM 10. - DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

With the exception of  information as follows and as set forth under the caption
Executive  Officers of the Registrant and Its Subsidiary which appears in Part I
of this  Form  10-K  on  Page  5,  the  information  required  by  this  item is
incorporated  by  reference  to the sections of the  Company's  Proxy  Statement
entitled "Election of Directors,"  "Additional  Information Concerning the Board
of Directors,"  "Executive  Compensation and Other Information,"  "Section 16(a)
Beneficial  Ownership  Reporting  Compliance",  "Code of Conduct and Ethics" and
"Corporate  Governance"  for the 2009 Annual Meeting of  Stockholders to be held
September 24, 2009.

Section 16A Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act, as amended,  requires the Company's  officers
and  directors  and persons who own more than 10% of the  Company's  outstanding
Common  Stock to file  reports of  ownership  with the  Securities  and Exchange
Commission ("SEC"). One director failed to timely file a Form 4 or 5.


                        ITEM 11. - EXECUTIVE COMPENSATION

The  information  required  by this item is  incorporated  by  reference  to the
sections  entitled  "Executive   Compensation  and  Other  Information"  of  the
Company's Proxy Statement for the 2009 Annual Meeting of Stockholders to be held
September  24,  2009.  See  Item 5 of  this  Annual  Report  on  Form  10-K  for
information concerning the Company's equity compensation plans.


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

The information required by this item is incorporated by reference to the
sections entitled "Security Ownership of Certain Beneficial Owners and
Management" and "Section 16(a) Beneficial Ownership Reporting Compliance," of
the Company's Proxy Statement for the 2009 Annual Meeting of Stockholders to be
held September 24, 2009.


ITEM 13. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
           INDEPENDENCE

The  information  required  by this item is  incorporated  by  reference  to the
section  entitled  "Certain  Transactions"  and "Director  Independence"  of the
Company's Proxy Statement for the 2009 Annual Meeting of Stockholders to be held
September 24, 2009.

                ITEM 14. - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The  information  required  by this item is  incorporated  by  reference  to the
section entitled "Independent  Accountants" of the Company's Proxy Statement for
the 2009 Annual Meeting of Stockholders to be held September 24, 2009.

Prior to September 29, 2009, the Company will file a definitive  Proxy Statement
with the  Securities  and Exchange  Commission  pursuant to Regulation 14A which
involves the election of directors.

                                       37
<PAGE>

                                     PART IV

                   ITEM 15. - EXHIBITS AND FINANCIAL STATEMENT
                                    SCHEDULES

(a) 1. LIST OF FINANCIAL STATEMENTS

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

Consolidated Balance Sheets - May 29, 2009 and May 30, 2008

Consolidated Statements of Income- Years ended May 29, 2009 and May 30, 2008

Consolidated  Statements of Changes in Stockholders' Equity- Years ended May 29,
2009 and May 30, 2008

Consolidated Statements of Cash Flows- Years ended May 29, 2009 and May 30, 2008

Notes to Consolidated Financial Statements

(a) 2. LIST OF FINANCIAL STATEMENT SCHEDULES

The following  consolidated financial statements schedule is included in Item 15
(c):

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.

(a) 3.    Exhibits

(3)       Articles of Incorporation and By-laws of Golden Enterprises, Inc.

3.1       Certificate of Incorporation of Golden Enterprises,  Inc.  (originally
          known as "Golden Flake,  Inc.") dated December 11, 1967  (incorporated
          by reference to Exhibit 3.1 to Golden  Enterprises,  Inc. May 31, 2004
          Form 10-K filed with the Commission).

3.2       Certificate  of Amendment of Certificate  of  Incorporation  of Golden
          Enterprises,  Inc. dated December 22, 1976  (incorporated by reference
          to Exhibit  3.2 to Golden  Enterprises,  Inc.  May 31,  2004 Form 10-K
          filed with the Commission).

3.3       Certificate  of Amendment of Certificate  of  Incorporation  of Golden
          Enterprises,  Inc. dated October 2, 1978 (incorporated by reference to
          Exhibit 3 to Golden  Enterprises,  Inc.  May 31,  1979 Form 10-K filed
          with the Commission).

3.4       Certificate  of Amendment of Certificate  of  Incorporation  of Golden
          Enterprises,  Inc. dated October 4, 1979 (incorporated by reference to
          Exhibit 3 to Golden  Enterprises,  Inc.  May 31,  1980 Form 10-K filed
          with the Commission).

                                       38
<PAGE>

3.5       Certificate  of Amendment of Certificate  of  Incorporation  of Golden
          Enterprises,  Inc. dated September 24, 1982 (incorporated by reference
          to Exhibit  3.1 to Golden  Enterprises,  Inc.  May 31,  1983 Form 10-K
          filed with the Commission).

3.6       Certificate  of Amendment of Certificate  of  Incorporation  of Golden
          Enterprises,  Inc. dated September 22, 1983 (incorporated by reference
          to Exhibit 19.1 to Golden  Enterprises,  Inc. Form 10-Q Report for the
          quarter ended November 30, 1983 filed with the Commission).

3.7       Certificate  of Amendment of Certificate  of  Incorporation  of Golden
          Enterprises,  Inc. dated October 3, 1985 (incorporated by reference to
          Exhibit  19.1 to Golden  Enterprises,  Inc.  Form 10-Q  Report for the
          quarter ended November 30, 1985 filed with the Commission).

3.8       Certificate  of Amendment of Certificate  of  Incorporation  of Golden
          Enterprises,  Inc. dated September 23, 1987 (incorporated by reference
          to Exhibit  3.1 to Golden  Enterprises,  Inc.  May 31,  1988 Form 10-K
          filed with the Commission).

3.9       By-Laws of Golden  Enterprises,  Inc.  (incorporated  by  reference to
          Exhibit 3.4 to Golden  Enterprises,  Inc. May 31, 1988 Form 10-K filed
          with the Commission).

10.1      A  Form  of  Indemnity   Agreement  executed  by  and  between  Golden
          Enterprises, Inc. and Each of Its Directors (incorporated by reference
          as Exhibit 19.1 to Golden  Enterprises,  Inc. Form 10-Q Report for the
          quarter ended November 30, 1987 filed with the Commission).

10.2      Amended  and  Restated  Salary  Continuation  Plans for John S.  Stein
          (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc.
          May 31, 1990 Form 10-K filed with the Commission).

10.3      Indemnity Agreement executed by and between the Company and J. Wallace
          Nall,  Jr.  (incorporated  by  reference  as  Exhibit  19.4 to  Golden
          Enterprises, Inc. May 31, 1991 Form 10-K filed with the Commission).

10.4      Salary Continuation Plans - Retirement,  Disability and Death Benefits
          for F. Wayne Pate (incorporated by reference to Exhibit 19.1 to Golden
          Enterprises, Inc. May 31, 1992 Form 10-K filed with the Commission).

10.5      Indemnity  Agreement  executed by and between  the  Registrant  and F.
          Wayne  Pate  (incorporated  by  reference  as  Exhibit  19.3 to Golden
          Enterprises, Inc. May 31, 1992 Form 10-K filed with the Commission).

10.6      Golden  Enterprises,  Inc. 1996 Long-Term Incentive Plan (incorporated
          by reference as Exhibit 10.1 to Golden Enterprises,  Inc. May 31, 1997
          Form 10-K filed with the Commission).

10.9      Amendment to Salary Continuation Plans,  Retirement and Disability for
          F.  Wayne Pate  dated  April 9, 2002  (incorporated  by  reference  to
          Exhibit 10.2 to Golden Enterprises,  Inc. May 31, 2002 Form 10-K filed
          with the Commission).

10.10     Amendment to Salary Continuation Plans,  Retirement and Disability for
          John S.  Stein  dated  April 9, 2002  (incorporated  by  reference  to
          Exhibit 10.3 to Golden Enterprises,  Inc. May 31, 2002 Form 10-K filed
          with the Commission).

                                       39
<PAGE>

10.11     Amendment  to Salary  Continuation  Plan,  Death  Benefits for John S.
          Stein dated April 9, 2002  (incorporated  by reference to Exhibit 10.4
          to Golden  Enterprises,  Inc.  May 31,  2002 Form 10-K  filed with the
          Commission).

10.12     Retirement and  Consulting  Agreement for John S. Stein dated April 9,
          2002 (incorporated by reference to Exhibit 10.5 to Golden Enterprises,
          Inc. May 31, 2002 Form 10-K filed with the Commission).

10.13     Salary  Continuation  Plan for Mark W.  McCutcheon  dated May 15, 2002
          (incorporated by reference to Exhibit 10.6 to Golden Enterprises, Inc.
          May 31, 2002 Form 10-K filed with the Commission).

10.14     Trust Under Salary  Continuation Plan for Mark W. McCutcheon dated May
          15,  2002  (incorporated  by  reference  to  Exhibit  10.7  to  Golden
          Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).

10.15     Lease of aircraft  executed by and between  Golden  Flake Snack Foods,
          Inc., a wholly-owned subsidiary of Golden Enterprises, Inc., and Joann
          F.  Bashinsky  dated  February 1, 2006  (incorporated  by reference to
          Exhibit 10.15 to Golden Enterprises, Inc. June 2, 2006 Form 10-K filed
          with the Commission).

10.16     Real Property  Purchase and Sale  Agreement  dated May 2, 2008 whereby
          Golden Flake Snack Foods,  Inc., a  wholly-owned  subsidiary of Golden
          Enterprises,  Inc.  re-acquired  certain real  property in  Nashville,
          Tennessee  (incorporated  by  reference  to  Exhibit  10.16 to  Golden
          Enterprises, Inc. May 30, 2008 Form 10-K filed with the Commission).

10.18     Purchase and Sale Agreement executed by and between Golden Flake Snack
          Foods,  Inc. as Seller,  and Michael L. Rankin,  as Purchaser  with an
          effective  date of  August  20,  2008,  for the sale of real  property
          located at 2926 Kraft Drive, Nashville,  County of Davidson,  State of
          Tennessee and undeveloped  real property  located across the road from
          2926 Kraft Drive (incorporated by reference to Exhibit 10.18 to Golden
          Enterprises.   Inc.,   August  29,  2008  Form  10-Q  filed  with  the
          Commission).

10.19     Purchase and Sale Agreement executed by and between Golden Flake Snack
          Foods,  Inc.  as  Seller,  and Steve  Bacorn,  as  Purchaser,  with an
          effective  date of July 7, 2008 for the sale of land and  improvements
          located in Cobb County,  Address being 321 Marble Mill Road, Marietta,
          Georgia   (incorporated   by   reference   to  Exhibit   10.19  Golden
          Enterprises,   Inc.   August  29,   2008  Form  10-Q  filed  with  the
          Commission).

10.20     Amendment to Salary  Continuation  Plan for Mark W.  McCutcheon  dated
          December 30, 2008  (incorporated  by reference to Exhibit 10.20 Golden
          Enterprises,   Inc.  February  27,  2009  Form  10-Q  filed  with  the
          Commission).

14.1      Golden  Enterprises,  Inc.'s Code of Conduct and Ethics adopted by the
          Board of  Directors  on April 8, 2004  (incorporated  by  reference to
          Exhibit 14.1 to Golden Enterprises,  Inc. May 31, 2004 Form 10-K filed
          with the Commission).

(18)      Letter Re: Change in Accounting Principles

18.1      Letter from the Registrant's  Independent  Accountant dated August 12,
          2005  indicating  a  change  in  the  method  of  applying  accounting
          practices followed by the Registrant for the fiscal year ended June 3,
          2005 (incorporated by reference to Exhibit 18.1 to Golden Enterprises,
          Inc.'s June 3, 2005 Form 10-K filed with the Commission)

                                       40
<PAGE>

21        Subsidiaries of the Registrant  (incorporated  by reference to Exhibit
          21 to Golden  Enterprises,  Inc. May 31, 2004 Form 10-K filed with the
          Commission)

(31)      Certifications

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

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

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

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

(99)      Additional Exhibits

99.1      A copy of excerpts of the Last Will and Testament and Codicils thereto
          of Sloan Y.  Bashinsky,  Sr. and of the SYB Common Stock Trust created
          by Sloan Y.  Bashinsky,  Sr.  providing  for the  creation of a Voting
          Committee  to vote the shares of common  stock of Golden  Enterprises,
          Inc. held by SYB, Inc. and the  Estate/Testamentary  Trust of Sloan Y.
          Bashinsky,  Sr.  (incorporated  by reference to Exhibit 99.1 to Golden
          Enterprises, Inc.'s June 3, 2005 Form 10-K filed with the Commission).

                                       41
<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 21, 2009
--------------------                                             ---------------
Patty Townsend                                                        Date
Vice President, Secretary and Principal Financial
Officer


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated:

        Signature                       Title                           Date
        ---------                       -----                           ----

/s/John S. Stein                Chairman of Board                August 21, 2009
--------------------------
John S. Stein


/s/Mark W. McCutcheon           Chief Executive                  August 21, 2009
--------------------------      Officer, President and Director
Mark W. McCutcheon


/s/Patty Townsend               Vice President, Secretary and    August 21, 2009
--------------------------      Principal Financial Officer
Patty Townsend


/s/F. Wayne Pate                Director                         August 21, 2009
--------------------------
F. Wayne Pate


/s/Edward R. Pascoe             Director                         August 21, 2009
--------------------------
Edward R. Pascoe


/s/John P. McKleroy, Jr.        Director                         August 21, 2009
--------------------------
John P. McKleroy, Jr.


 /s/James I. Rotenstreich       Director                         August 21, 2009
--------------------------
James I. Rotenstreich


/s/John S.P. Samford            Director                         August 21, 2009
--------------------------
John S.P. Samford


/s/J. Wallace Nall, Jr.         Director                         August 21, 2009
--------------------------
J. Wallace Nall, Jr.


/s/Joann F. Bashinsky           Director                         August 21, 2009
--------------------------
Joann F. Bashinsky


                                       42
<PAGE>

                                   SCHEDULE II


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

                        VALUATION AND QUALIFYING ACCOUNTS

            For the Fiscal Years Ended May 29, 2009 and May 30, 2008

<TABLE>
<CAPTION>
<S>            <C> <C>                            <C>                  <C>               <C>               <C>
                                                                     Additions
                                                 Balance at          Charged to                            Balance
                                                  Beginning          Costs and                              at End
Allowance for Doubtful Accounts                    of Year            Expenses          Deductions         of Year
--------------------------------------------    ==============     ===============    ===============    =============

Year ended May 30, 2008                           $112,915             $   ---           $42,915           $ 70,000
                                                ==============     ===============    ===============    =============

Year ended May 29, 2009                           $ 70,000             $64,529           $ 7,399           $127,130
                                                ==============     ===============    ===============    =============
</TABLE>













                      This page is intentionally left blank


















                                       44
<PAGE>
                                INDEX TO EXHIBITS
                                -----------------

                                                                            Page
                                                                            ----


3.1       Certificate of Incorporation of Golden Enterprises,  Inc.  (originally
          known as "Golden Flake,  Inc.") dated December 11, 1967  (incorporated
          by reference to Exhibit 3.1 to Golden  Enterprises,  Inc. May 31, 2004
          Form 10-K filed with the Commission).

3.2       Certificate  of Amendment of Certificate  of  Incorporation  of Golden
          Enterprises,  Inc. dated December 22, 1976  (incorporated by reference
          to Exhibit  3.2 to Golden  Enterprises,  Inc.  May 31,  2004 Form 10-K
          filed with the Commission).

3.3       Certificate  of Amendment of Certificate  of  Incorporation  of Golden
          Enterprises,  Inc. dated October 2, 1978 (incorporated by reference to
          Exhibit 3 to Golden  Enterprises,  Inc.  May 31,  1979 Form 10-K filed
          with the Commission).

3.4       Certificate  of Amendment of Certificate  of  Incorporation  of Golden
          Enterprises,  Inc. dated October 4, 1979 (incorporated by reference to
          Exhibit 3 to Golden  Enterprises,  Inc.  May 31,  1980 Form 10-K filed
          with the Commission).

3.5       Certificate  of Amendment of Certificate  of  Incorporation  of Golden
          Enterprises,  Inc. dated September 24, 1982 (incorporated by reference
          to Exhibit  3.1 to Golden  Enterprises,  Inc.  May 31,  1983 Form 10-K
          filed with the Commission).

3.6       Certificate  of Amendment of Certificate  of  Incorporation  of Golden
          Enterprises,  Inc. dated September 22, 1983 (incorporated by reference
          to Exhibit 19.1 to Golden  Enterprises,  Inc. Form 10-Q Report for the
          quarter ended November 30, 1983 filed with the Commission).

3.7       Certificate  of Amendment of Certificate  of  Incorporation  of Golden
          Enterprises,  Inc. dated October 3, 1985 (incorporated by reference to
          Exhibit  19.1 to Golden  Enterprises,  Inc.  Form 10-Q  Report for the
          quarter ended November 30, 1985 filed with the Commission).

3.8       Certificate  of Amendment of Certificate  of  Incorporation  of Golden
          Enterprises,  Inc. dated September 23, 1987 (incorporated by reference
          to Exhibit  3.1 to Golden  Enterprises,  Inc.  May 31,  1988 Form 10-K
          filed with the Commission).

3.9       By-Laws of Golden  Enterprises,  Inc.  (incorporated  by  reference to
          Exhibit 3.4 to Golden  Enterprises,  Inc. May 31, 1988 Form 10-K filed
          with the Commission).

10.1      A  Form  of  Indemnity   Agreement  executed  by  and  between  Golden
          Enterprises, Inc. and Each of Its Directors (incorporated by reference
          as Exhibit 19.1 to Golden  Enterprises,  Inc. Form 10-Q Report for the
          quarter ended November 30, 1987 filed with the Commission).

10.2      Amended  and  Restated  Salary  Continuation  Plans for John S.  Stein
          (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc.
          May 31, 1990 Form 10-K filed with the Commission).

                                       45
<PAGE>

10.3      Indemnity Agreement executed by and between the Company and J. Wallace
          Nall,  Jr.  (incorporated  by  reference  as  Exhibit  19.4 to  Golden
          Enterprises, Inc. May 31, 1991 Form 10-K filed with the Commission).

10.4      Salary Continuation Plans - Retirement,  Disability and Death Benefits
          for F. Wayne Pate (incorporated by reference to Exhibit 19.1 to Golden
          Enterprises, Inc. May 31, 1992 Form 10-K filed with the Commission).

10.5      Indemnity  Agreement  executed by and between  the  Registrant  and F.
          Wayne  Pate  (incorporated  by  reference  as  Exhibit  19.3 to Golden
          Enterprises, Inc. May 31, 1992 Form 10-K filed with the Commission).

10.6      Golden  Enterprises,  Inc. 1996 Long-Term Incentive Plan (incorporated
          by reference as Exhibit 10.1 to Golden Enterprises,  Inc. May 31, 1997
          Form 10-K filed with the Commission).

10.9      Amendment to Salary Continuation Plans,  Retirement and Disability for
          F.  Wayne Pate  dated  April 9, 2002  (incorporated  by  reference  to
          Exhibit 10.2 to Golden Enterprises,  Inc. May 31, 2002 Form 10-K filed
          with the Commission).

10.10     Amendment to Salary Continuation Plans,  Retirement and Disability for
          John S.  Stein  dated  April 9, 2002  (incorporated  by  reference  to
          Exhibit 10.3 to Golden Enterprises,  Inc. May 31, 2002 Form 10-K filed
          with the Commission).

10.11     Amendment  to Salary  Continuation  Plan,  Death  Benefits for John S.
          Stein dated April 9, 2002  (incorporated  by reference to Exhibit 10.4
          to Golden  Enterprises,  Inc.  May 31,  2002 Form 10-K  filed with the
          Commission).

10.12     Retirement and  Consulting  Agreement for John S. Stein dated April 9,
          2002 (incorporated by reference to Exhibit 10.5 to Golden Enterprises,
          Inc. May 31, 2002 Form 10-K filed with the Commission).

10.13     Salary  Continuation  Plan for Mark W.  McCutcheon  dated May 15, 2002
          (incorporated by reference to Exhibit 10.6 to Golden Enterprises, Inc.
          May 31, 2002 Form 10-K filed with the Commission).

10.14     Trust Under Salary  Continuation Plan for Mark W. McCutcheon dated May
          15,  2002  (incorporated  by  reference  to  Exhibit  10.7  to  Golden
          Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).

10.15     Lease of aircraft  executed by and between  Golden  Flake Snack Foods,
          Inc., a wholly-owned subsidiary of Golden Enterprises, Inc., and Joann
          F.  Bashinsky  dated  February 1, 2006  (incorporated  by reference to
          Exhibit 10.15 to Golden Enterprises, Inc. June 2, 2006 Form 10-K filed
          with the Commission).

10.16     Real Property  Purchase and Sale  Agreement  dated May 2, 2008 whereby
          Golden Flake Snack Foods,  Inc., a  wholly-owned  subsidiary of Golden
          Enterprises,  Inc.  re-acquired  certain real  property in  Nashville,
          Tennessee  (incorporated  by  reference  to  Exhibit  10.16 to  Golden
          Enterprises, Inc. May 30, 2008 Form 10-K filed with the Commission).

                                       46
<PAGE>

10.18     Purchase and Sale Agreement executed by and between Golden Flake Snack
          Foods,  Inc. as Seller,  and Michael L. Rankin,  as Purchaser  with an
          effective  date of  August  20,  2008,  for the sale of real  property
          located at 2926 Kraft Drive, Nashville,  County of Davidson,  State of
          Tennessee and undeveloped  real property  located across the road from
          2926 Kraft Drive (incorporated by reference to Exhibit 10.18 to Golden
          Enterprises.   Inc.,   August  29,  2008  Form  10-Q  filed  with  the
          Commission).

10.19     Purchase and Sale Agreement executed by and between Golden Flake Snack
          Foods,  Inc.  as  Seller,  and Steve  Bacorn,  as  Purchaser,  with an
          effective  date of July 7, 2008 for the sale of land and  improvements
          located in Cobb County,  Address being 321 Marble Mill Road, Marietta,
          Georgia   (incorporated   by   reference   to  Exhibit   10.19  Golden
          Enterprises,   Inc.   August  29,   2008  Form  10-Q  filed  with  the
          Commission).

10.20     Amendment to Salary  Continuation  Plan for Mark W.  McCutcheon  dated
          December 30, 2008  (incorporated  by reference to Exhibit 10.20 Golden
          Enterprises,   Inc.  February  27,  2009  Form  10-Q  filed  with  the
          Commission).

14.1      Golden  Enterprises,  Inc.'s Code of Conduct and Ethics adopted by the
          Board of  Directors  on April 8, 2004  (incorporated  by  reference to
          Exhibit 14.1 to Golden Enterprises,  Inc. May 31, 2004 Form 10-K filed
          with the Commission).

(18)      Letter Re: Change in Accounting Principles

18.1      Letter from the Registrant's  Independent  Accountant dated August 12,
          2005  indicating  a  change  in  the  method  of  applying  accounting
          practices followed by the Registrant for the fiscal year ended June 3,
          2005 (incorporated by reference to Exhibit 18.1 to Golden Enterprises,
          Inc.'s June 3, 2005 Form 10-K filed with the Commission)

21        Subsidiaries of the Registrant  (incorporated  by reference to Exhibit
          21 to Golden  Enterprises,  Inc. May 31, 2004 Form 10-K filed with the
          Commission)

(31)      Certifications

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

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

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

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

(99)      Additional Exhibits

99.1      A copy of excerpts of the Last Will and Testament and Codicils thereto
          of Sloan Y.  Bashinsky,  Sr. and of the SYB Common Stock Trust created
          by Sloan Y.  Bashinsky,  Sr.  providing  for the  creation of a Voting
          Committee  to vote the shares of common  stock of Golden  Enterprises,
          Inc. held by SYB, Inc. and the  Estate/Testamentary  Trust of Sloan Y.
          Bashinsky,  Sr.  (incorporated  by reference to Exhibit 99.1 to Golden
          Enterprises, Inc.'s June 3, 2005 Form 10-K filed with the Commission).

                                       47