Exhibit 3.1




                                   Exhibit 3.1
            Certificate of Incorporation of Golden Enterprises, Inc.
                   (originally known as "Golden Flake, Inc.')
                             dated December 11, 1967












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                          CERTIFICATE OF INCORPORATION
                                       OF
                               GOLDEN FLAKE, INC.




                  FIRST. The name of the corporation is GOLDEN FLAKE, INC.


                  SECOND.  The address of its registered  office in the State of
Delaware is No. 100 West Tenth Street, in the City of Wilmington,  County of New
Castle.  The name of its  registered  agent at such  address is The  Corporation
Trust Company.


                  THIRD.  The nature of the business or purposes to be conducted
or promoted is:

                  To buy,  sell,  and  manufacture  food and food  products  and
containers,  to  pack  and  process  food  and  food  products  of any  kind  or
description  whatsoever,  and to hold, improve, rent, lease or deal with same in
any lawful manner  whatsoever,  and to sell or otherwise  part with the title to
any part or parts of all of the  property  acquired by said  corporation  in any
lawful  way  whatsoever;  to act as agent,  broker,  factor or any other  lawful
capacity,  for any other  corporation or corporations,  or person or persons for
hire,  commission,  or any  other  lawful  way;  to  engage  in or  conduct  any
mercantile,  manufacturing, mining, prospecting, or any other lawful business or
enterprise; to guarantee and endorse the debts and obligations of others.


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                  To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.

                  To manufacture, purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal
in and deal with goods,  wares and  merchandise  and personal  property of every
class and description.

                  To  acquire,  and pay for in  cash,  stock  or  bonds  of this
corporation or otherwise,  the good will,  rights,  assets and property,  and to
undertake or assume the whole or any part of the  obligations  or liabilities of
any person, firm, association or corporation.

                  To acquire,  hold, use, sell, assign, lease, grant licenses in
respect of, mortgage or otherwise dispose of letters patent of the United States
or any foreign  country,  patent rights,  licenses and  privileges,  inventions,
improvements and processes, copyrights,  trademarks and trade names, relating to
or useful in connection with any business of this corporation.

                  To acquire by  purchase,  subscription  or  otherwise,  and to
receive,  hold, own,  guarantee,  sell, assign,  exchange,  transfer,  mortgage,
pledge  or  otherwise  dispose  of or deal in and with any of the  shares of the
capital  stock,  or any voting  trust  certificates  in respect of the shares of
capital  stock,  scrip,  warrants,  rights,  bonds,  debentures,   notes,  trust
receipts, and other securities,  obligations, chooses in action and evidences of
indebtedness  or  interest  issued or created by any  corporations,  joint stock
companies,  syndicates,  associations,  firms,  trusts  or  persons,  public  or
private, or by the government of the United States of America, or by any foreign
government,  or  by  any  state,  territory,  province,  municipality  or  other
political  subdivision or by any  governmental  agency,  and as owner thereof to
possess  and  exercise  all the  rights,  powers and  privileges  of  ownership,
including the right to execute consents and vote thereon,  and to do any and all
acts  and  things  necessary  or  advisable  for the  preservation,  protection,
improvement and enhancement in value thereof.



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                  To  borrow  or raise  moneys  for any of the  purposes  of the
corporation  and, from time to time without limit as to amount,  to draw,  make,
accept, endorse,  execute and issue promissory notes, drafts, bills of exchange,
warrants,  bonds, debentures and other negotiable or non-negotiable  instruments
and evidences of  indebtedness,  and to secure the payment of any thereof and of
the interest  thereon by mortgage  upon or pledge,  conveyance  or assignment in
trust of the whole or any part of the  property of the  corporation,  whether at
the time owned or thereafter acquired,  and to sell, pledge or otherwise dispose
of such  bonds  or  other  obligations  of the  corporation  for  its  corporate
purposes.



                  To purchase,  receive, take by grant, gift, devise, bequest or
otherwise,  lease, or otherwise  acquire,  own, hold,  improve,  employ, use and
otherwise deal in and with real or personal  property,  or any interest therein,
wherever situated, and to sell, convey, lease,  exchange,  transfer or otherwise
dispose of, or mortgage or pledge, all or any of the corporation's  property and
assets, or any interest therein, wherever situated.





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                  In  general,  to  possess  and  exercise  all the  powers  and
privileges  granted by the General  Corporation  Law of Delaware or by any other
law of Delaware or by this Certificate of Incorporation together with any powers
incidental  thereto,  so far as such  powers and  privileges  are  necessary  or
convenient  to the conduct,  promotion or attainment of the business or purposes
of the corporation.

                  The business and purposes  specified in the foregoing  clauses
shall, except where otherwise  expressed,  be in nowise limited or restricted by
reference  to,  or  inference  from,  the  terms  of any  other  clause  in this
certificate of incorporation, but the business and purposes specified in each of
the foregoing clauses of this article shall be regarded as independent  business
and purposes.


                  FOURTH.  The  total  number  of  shares  of  stock  which  the
corporation  shall have  authority to issue is two million  (2,000,000) of which
stock one million four hundred thousand  (1,400,000)  shares of the par value of
One Dollar ($1.00) each,  amounting in the aggregate to One Million Four Hundred
Thousand Dollars  ($1,400,000.00) shall be Class A Common stock and of which six
hundred  thousand  (600,000) shares of the par value of One Dollar ($1.00) each,
amounting in the aggregate to Six Hundred Thousand Dollars  ($600,000.00)  shall
be Class B Common stock.


                  The designations and the powers,  preferences and rights,  and
the qualifications, limitations or restrictions thereof are as follows:

                  The  Class B  Common  stock  shall  consist  of  three  series
designated B 1 Common stock, B 2 Common stock and B 3 Common
stock.


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                  The B 1 Common  stock shall  consist of two  hundred  thousand
(200,000)  shares and shall at the option of the corporation or at the option of
the  respective  holders be  convertible  after three (3) years from the date of
issue, into fully paid and  non-assessable  shares of Class A Common stock, upon
the surrender to the corporation of the  certificates for B 1 Common stock so to
be converted, duly endorsed in blank for transfer, in the ratio of one (1) share
of B 1 Common stock for one (1) share of Class A Common stock.

                  The B 2 Common  stock shall  consist of two  hundred  thousand
(200,000)  shares and shall at the option of the corporation or at the option of
the  respective  holders  be  convertible  after six (6) years  from the date of
issue, into fully paid and  non-assessable  shares of Class A Common stock, upon
the surrender to the corporation of the  certificates for B 2 Common stock so to
be converted, duly endorsed in blank for transfer, in the ratio of one (1) share
of B 2 Common stock for one (1) share of Class A Common stock.

                  The B 3 Common  stock shall  consist of two  hundred  thousand
(200,000)  shares and shall at the option of the corporation or at the option of
the  respective  holders  be  convertible  after nine (9) years from the date of
issue, into fully paid and  non-assessable  shares of Class A Common stock, upon
the surrender to the corporation of the  certificates for B 3 Common stock so to
be converted, duly endorsed in blank for transfer, in the ratio of one (1) share
of B 3 Common stock for one (1) share of Class A Common stock.



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                  The holders of the Class B Common  stock shall not be entitled
to  dividends.  When,  as and if  declared  by the  Board  of  Directors  of the
corporation,  and  payable at such time or times as the Board of  Directors  may
determine, any dividend declared by the Board of Directors shall be declared and
paid upon the outstanding shares of Class A Common stock.

                  In the event of any liquidation,  dissolution or winding up of
the affairs of the corporation, whether voluntary or involuntary, all assets and
funds of the corporation available for distribution to its stockholders shall be
distributed and paid over to the holders of the Class A Common stock and Class B
Common stock in equal  amounts per share and without  preference  or priority of
one class of stock over the other.

                  The Class A Common  stock and the Class B Common  stock  shall
have equal voting power.

                  FIFTH. The name and mailing address of each incorporator is as
follows:


                  NAME                               MAILING ADDRESS

         B.J.  Consono                         100 West Tenth Street
                                               Wilmington, Delaware

         F.J.  Obara,   Jr.                    100  West Tenth  Street
                                               Wilmington, Delaware

         A.D.  Grier                           100 West Tenth Street
                                               Wilmington, Delaware


                  SIXTH. The corporation is to have perpetual existence.

                  SEVENTH.  In  furtherance  and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized:

                           To  make,   alter  or  repeal  the   by-laws  of  the
corporation.


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                           To authorize  and cause to be executed  mortgages and
         liens upon the real and personal property of the corporation.


                           To  set  apart  out  of  any  of  the  funds  of  the
         corporation  available  for  dividends  a reserve or  reserves  for any
         proper  purpose and to abolish any such  reserve in the manner in which
         it was created.

                           By a majority of the whole board, to designate one or
         more  committees,  each  committee  to  consist  of two or  more of the
         directors  of the  corporation.  The  board may  designate  one or more
         directors as alternate  members of any  committee,  who may replace any
         absent or disqualified member at any meeting of the committee. Any such
         committee,  to the extent  provided in the resolution or in the by-laws
         of the corporation, shall have and may exercise the powers of the board
         of  directors  in the  management  of the  business  and affairs of the
         corporation,  and  may  authorize  the  seal of the  corporation  to be
         affixed to all papers  which may require  it;  provided,  however,  the
         by-laws may  provide  that in the  absence or  disqualification  of any
         member of such committee or committees,  the member or members  thereof
         present at any meeting and not disqualified from voting, whether or not
         he or they constitute a quorum, may unanimously  appoint another member
         of the board of  directors  to act at the  meeting  in the place of any
         such absent or disqualified member.

                           When and as authorized by the affirmative vote of the
         holders of a majority of the stock issued and outstanding having voting
         power given at a stockholders'  meeting duly called upon such notice as
         is required by statute,  or when  authorized by the written  consent of
         the holders of a majority of the voting stock  issued and  outstanding,
         to sell, lease or exchange all or substantially all of the property and
         assets of the  corporation,  including  its good will and its corporate
         franchises,  upon such terms and conditions and for such consideration,
         which may  consist in whole or in part of money or  property  including
         shares of stock in, and/or other  securities of, any other  corporation
         or corporations, as its board of directors shall deem expedient and for
         the best interests of the corporation.


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                  EIGHTH.  Whenever a  compromise  or  arrangement  is  proposed
between this  corporation  and its creditors or any class of them and/or between
this  corporation  and its  stockholders  or any  class  of them,  any  court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this corporation or of any creditor or stockholder thereof, or on
the  application  of any receiver or receivers  appointed  for this  corporation
under the  provisions  of section 291 of Title 8 of the Delaware  Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this  corporation  under the  provisions  of  section  279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors,  and/or of
the stockholders or class of stockholders of this  corporation,  as the case may
be, to be summoned in such  manner as the said court  directs.  If a majority in
number  representing  three-fourths  in  value  of the  creditors  or  class  of
creditors,  and/or  of  the  stockholders  or  class  of  stockholders  of  this
corporation,  as the case may be, agree to any compromise or arrangement  and to
any  reorganization  of this  corporation as  consequence of such  compromise or
arrangement,  the said  compromise or  arrangement  and the said  reorganization
shall,  if sanctioned by the court to which the said  application has been made,
be  binding  on all the  creditors  or class  of  creditors,  and/or  on all the
stockholders or class of stockholders,  of this corporation, as the case may be,
and also on this corporation.

                  NINTH.  Meetings of stockholders may be held within or without
the State of Delaware,  as the by-laws may provide. The books of the corporation
may be kept  (subject to any provision  contained in the  statutes)  outside the
State of Delaware at such place or places as may be designated from time to time
by the board of  directors  or in the by-laws of the  corporation.  Elections of
directors  need not be by written  ballot unless the by-laws of the  corporation
shall so provide.



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                  TENTH.  The  corporation  reserves the right to amend,  alter,
change or repeal any provision  contained in this certificate of  incorporation,
in the manner now or hereafter  prescribed by statute,  and all rights conferred
upon stockholders herein are granted subject to this reservation.


                  ELEVENTH. This certificate of incorporation shall be effective
on December 22, 1967.


                  WE,  THE   UNDERSIGNED,   being  each  of  the   incorporators
hereinbefore  named,  for the purpose of forming a  corporation  pursuant to the
General  Corporation  Law of the State of  Delaware,  do make this  certificate,
hereby  declaring  and  certifying  that  this is our act and deed and the facts
herein stated are true,  and  accordingly  have hereunto set our hands this 11th
day of December, 1967.




                                                     /S/ B. J. CONSONO
                                                     --------------------------


                                                     /S/ F. J. OBARA, JR.
                                                    ---------------------------



                                                     /S/ A. D. GRIER

                                                    ---------------------------




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STATE OF DELAWARE                           )
                                            )
COUNTY OF NEW CASTLE                        )



        BE IT  REMEMBERED  that on  this  11th  day of  December,  A.  D.  1967,
personally  came  before me, a Notary  Public for the State of  Delaware,  B. J.
Consono,  F. J. Obara,  Jr. and A. D. Grier, all of the parties to the foregoing
certificate of  incorporation,  known to me personally to be such, and severally
acknowledged  the  said  certificate  to be the  act  and  deed  of the  signers
respectively and that the facts stated therein are true.

                  GIVEN  under  my hand  and  seal of  office  the day and  year
aforesaid.

                                     /S/ A. DANA  ATWELL
                                     ---------------------------------------
                                            Notary  Public

A. DANA ATWELL NOTARY PUBLIC
APPOINTED OCT. 28, 1967
STATE OF DELAWARE
TERM TWO YEARS




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