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 28, 2010
                                       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
            --------------              ------------------------------------
     Common Stock, Par Value $0.6623                  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 whether the registrant has submitted electronically and
posted  on  its corporate Web site, if any, every Interactive Data File required
to  be  submitted and posted pursuant to Rule 405 of Regulation S-T ( 232.405 of
this  chapter)  during  the preceding 12 months (or for such shorter period that
the  registrant  was  required  to  submit and post such files).Yes (  ) 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)
<PAGE>

State  the  aggregate  market  value  of  the  voting  common  stock  held  by
non-affiliates  of  the registrant as of November 27, 2009.
Common Stock, Par Value  $0.66 2/3  --$21,616,106

Indicate the number of shares outstanding of each of the registrant's classes of
common  stock,  as  of  July  30,  2010.
          Class                           Outstanding at July 30, 2010
          -----                           ----------------------------
Common Stock, Par Value $0.6623                  11,734,632 shares

                      DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Proxy Statement for the Annual Meeting of Stockholders to
be held on September 22, 2010 are incorporated by reference into Part III.

                                       2
<PAGE>
                               TABLE OF CONTENTS

                         FORM 10-K ANNUAL REPORT -2010
                            GOLDEN ENTERPRISES, INC.

                                                                            Page
                                                                            ----

PART I.

Item 1.       Description of Business                                         4
Item 1A.      Risk Factors                                                    8
Item 1B.      Unresolved Staff Comments                                       8
Item 2.       Properties                                                      9
Item 3.       Legal Proceedings                                               9
Item 4.       Submission of Matters to a Vote of Security Holders            10


PART II.

Item 5.       Market for Registrant's Common Equity, Related Stockholder     10
Item 6.       Selected Financial Data                                        11
Item 7.       Management's Discussion and Analysis of Financial Condition    12
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

                                       3
<PAGE>

                                     PART I

                       ITEM 1. - DESCRIPTION OF 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").

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.   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 has been a premiere producer, marketer
and  distributor of snack products in the Southeastern United States since 1923.
The  Company  manufactures  and  distributes  a full line of high quality salted
snack items, such as potato chips, tortilla chips, corn chips, fried pork skins,
baked  and  fried  cheese  curls,  onion rings and puff corn.  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  from  various sources.  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.  The Company also purchases flexible
bags  or  other  suitable  wrapping  material  for  the  storage,  shipment  and
presentation  of  the  finished  product  to  our  customers.

Distribution

Golden  Flake  sells  its  products  through  its  own  sales  organization  and
independent  distributors  to commercial establishments which sell food products
in  Alabama,  Tennessee,  Georgia,  Mississippi  and  Louisiana  and in parts of
Kentucky, Florida, North Carolina, South Carolina, Arkansas, Missouri and Texas.
The Golden Flake brand is well-known throughout the Southeast.  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.  Recently, 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  a wide variety of grocery store
chains,  discount  stores,  convenience  stores,  restaurants  and other outlets
generally  located  in  the  Southeastern  part of the United States.  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'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  14,  2010,  Golden Flake employed approximately 826 employees.  Of
these employees, 798 were full-time, while 28 were part-time.  Approximately 480
employees  are  involved in route sales and sales supervision, approximately 207
are  in  production  and  production  supervision,  and  approximately  139  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 all of its
employees  to  be  a  part  of  the  "Golden  Flake  Family".

SEC  Filings

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.

Environmental  Matters

In  November  2009, Golden Flake completed the construction on a water treatment
plant  as  an  environmentally-friendly  way  to dispose of process water at the
Birmingham  plant.  The  project  has  allowed the Company to release this water
into  a  neighboring creek which has improved the flow of water in the creek and
has positively impacted the environment in the area surrounding the plant.  This
project  has  also helped to reduce expenses associated with sewer charges since
this  has  replaced  the  previous  system  which  disposed of the process water
through  the  sewer  system.

                                       5
<PAGE>

Significant  Events

On January 20, 2010, the Company closed the sale of the property located at 4771
Phyllis  St.,  Jacksonville,  Florida  for  $147,164.69.

On  April  22,  2010,  the  Company  closed the sale of the Company airplane for
$1,149,175.00.

                                       6
<PAGE>

                        Executive Officers Of Registrant
                               And Its Subsidiary

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

Mark W. McCutcheon, 55   Mr. McCutcheon is Chairman of the Board, Chief
                          Executive Officer and President of the Company and
                          President of Golden Flake Snack Foods, Inc. He was
                          elected Chairman of the Board on July 22, 2010,
                          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 Chairman of the
                          Board and Chief Executive Officer and President of the
                          Company and President of Golden Flake annually, and
                          his present terms will expire on June 3, 2011.

Patty Townsend, 52       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
                          June 3, 2011.

Paul R. Bates, 56        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 June 3, 2011.

David A. Jones, 58       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 June 3, 2011.

                                       7
<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.

                                       8
<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.


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, Phoenix City, Tuscaloosa,
Mobile, Dothan and Oxford, Alabama; Gulfport and Jackson, Mississippi; Knoxville
and Memphis, Tennessee; Decatur and Macon, Georgia; 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.

                                       9
<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 28, 2010 and May 29, 2009 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.

                                                          Market Price
                                                    High      Low     Dividend
Quarter                                             Price     Price     Paid
Year Ended 2010                                                       Per share
-------------------------------------------------  --------  -------  ----------
First quarter (13 weeks ended August 28, 2009)        $2.95    $2.02      $.0313
Second quarter (13 weeks ended November 27, 2009)      3.93     2.51       .0313
Third quarter (13 weeks ended February 26, 2010)       3.80     3.12       .0313
Fourth quarter (13 weeks ended May 28, 2010)           3.79     2.97       .0313


                                                    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

As  of  July  30,  2010,  there were approximately 1,019 shareholders of record.

                                       10
<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>
                               EQUITY COMPENSATION PLAN INFORMATION
--------------------- ----------------------------------------------------------------------
<S>                           <C>                   <C>                      <C>
                       Number of securities   Weighted-average       Number of securities
                        to be                  exercise               remaining available
                       issued upon exercise   price of outstanding    for future issuance
                        of out-                options,               under equity
                       standing options,      warrants and rights     compensation plans
                        warrants                                      (excluding securities
                       and rights                                     reflected in
                                                                      column(a)
Plan category          (a)                    (b)                     (c)
--------------------- ----------------------- ---------------------- ----------------------

Equity compensation
 plans
approved by security

 holders                      329,000                 $3.81                    0
--------------------- ----------------------- ---------------------- ----------------------

Equity compensation
 plans
not approved by
 security
holders                          0                      0                      0

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

Total                         329,000                 $3.81                    0

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


Issuer Purchases Of Equity Securities

The Company did not purchase any shares of its common stock during the fiscal
year ended May 28, 2010.



                       ITEM 6. - SELECTED FINANCIAL DATA

Not required due to Smaller Reporting Company status.

                                       11
<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.

                                       12
<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 28, 2010 and May 29, 2009,
the Company had accounts receivables in the amount of $9,534,542 and $9,297,434,
net  of an allowance for doubtful accounts of $76,790 and $127,130 respectively.
The  Company  did not have any major customer write-offs this year that were not
covered  by  credit  insurance.  However,  due  to  the  bankruptcy  of  two
distributors, the Company did recognize an adjustment to the allowance of $7,790
at  year-end.  In  the future, the credit insurance coverage will be expanded to
include many distributors that were not previously covered.  This should further
mitigate  the  Company's  credit  risk.


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
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.

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 factor 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  approximately  $0.3  million.  If  the  Company chose a 90%
factor,  the  liability  would  have  increased  by  approximately $0.5 million.

                                       13
<PAGE>

This year the Company used a 4% investment rate to discount the estimated claims
based  on  the historical payout pattern during 2010 and 2009.  A one percentage
point  change  in  the  discount  rate  would  have  impacted  the  liability by
approximately  $44,100.

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 28, 2010, the Company's casualty reserve was $1,615,492 and at May 29,
2009  the  casualty  reserve  was  $1,805,300.

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  has  a letter of credit in the amount of $2,057,014 outstanding at
May  28, 2010 compared to $2,264,857 outstanding at May 29, 2009.  The letter of
credit  supports  the  Company's  commercial  self-insurance  program.

The  Company  has  a  line-of-credit  agreement  with  a local bank that permits
borrowing  up  to  $3 million.  During the quarter ended November 27, 2009, this
line  of  credit  was  renewed and the limit was increased from $2 million to $3
million.  The  line-of-credit  is  subject  to  the  Company's  continued credit
worthiness  and  compliance  with  the  terms  and  conditions  of  the  advance
application.  The  Company's  line-of-credit debt at May 28, 2010 was $1,781,996
with  an  interest  rate of 4.00%, leaving the Company with $1,218,004 of credit
availability.  The  Company's  line-of-credit  debt  as  of  May  29,  2009  was
$1,454,155  with an interest rate of 4.00%, which left the Company with $545,845
of  credit  availability.

The  Company's  current  ratio was 1.27 to 1.00 and 1.46 to 1.00 at May 28, 2010
and  May  29,  2009,  respectively.

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 5.1% in fiscal year 2010 and 7.8% in fiscal year 2009.

Cost  of  sales as a percentage of net sales amounted to 51.3% and 52.8% in 2010
and  2009,  respectively.

Selling, general and administrative expenses were 44.0% of net sales in 2010 and
45.3%  of  net  sales  in  2009.

Operating  income  for  the fiscal year increased 159.2% compared to last fiscal
year.

The  Company's  effective  tax  rates  for  2010  and 2009 were 38.3% and 40.6%,
respectively.  Note  6  to  the  Consolidated  Financial  Statements  provides
additional  information  about  the  provision  for  income  taxes.

                                       14
<PAGE>

The  following  tables  compare manufactured products to resale products for the
fiscal  years  ended  May  28,  2010  and  May  29,  2009:

                                        Manufactured Products-Resale Products


                                               2010                 2009
                                        -------------------  -------------------

Sales                                                  %                    %
Manufactured Products                   $101,443,335  79.0%  $ 98,701,412  80.8%
Resale Products                           26,998,122  21.0%    23,467,214  19.2%
                                        ------------ ------  ------------ ------
Total                                   $128,441,457 100.0%  $122,168,626 100.0%
                                        ============ ======  ============ ======


Gross Margin                                           %                    %
Manufactured Products                   $ 52,842,886  52.1%  $ 49,093,733  49.7%
Resale Products                            9,644,790  35.7%     8,597,087  36.6%
                                        ------------         ------------
Total                                   $ 62,487,676  48.7%  $ 57,690,820  47.2%
                                        ============ ======  ============ ======


Liquidity  And  Capital  Resources

Working  capital was $3,820,371 and $5,603,395 at May 28, 2010 and May 29, 2009,
respectively.  Net  cash  provided  by  operations  amounted  to  $8,807,907 and
$1,510,066  in  fiscal years May 28, 2010 and May 29, 2009, respectively. During
2010,  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 $4,000,000
in  2011.

Cash  dividends  of  $1,469,582  and  $1,471,495  were  paid  in  2010 and 2009,
respectively.

The  Company  did not purchase any shares of treasury stock in fiscal 2010 while
cash  of  $75,282  was used to purchase 42,275 shares of treasury stock in 2009.

During  fiscal  2010,  the  Company's  debt  proceeds  net  of  re-paid debt was
$1,414,583  versus  $2,713,228  during  fiscal  2009.

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.

                                       15
<PAGE>

Inflation

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

Higher  fuel  and  commodity  costs  continue  to  be  a  challenge.

Environmental  Matters

In  November  2009, Golden Flake completed the construction on a water treatment
plant  as  an  environmentally-friendly  way  to dispose of process water at the
Birmingham  plant.  The  project  has  allowed the Company to release this water
into the neighboring creek which has improved the flow of water in the creek and
has positively impacted the environment in the area surrounding the plant.  This
project  has  also helped to reduce expenses associated with sewer charges since
this  has  replaced  the  previous  system  which  disposed of the process water
through  the  sewer  system.

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.


     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 28, 2010, consisting of the following, are contained herein:
<TABLE>
<CAPTION>

<S>                                                                      <C>
Consolidated Balance Sheets                                - As of May 28, 2010 and May 29, 2009
Consolidated Statements of Income                          - Fiscal years ended 2010 and 2009
Consolidated Statements of Changes in Stockholders' Equity - Fiscal years ended 2010 and 2009
Consolidated Statements of Cash Flows                      - Fiscal years ended 2010 and 2009
Notes to Consolidated Financial Statements                 - Fiscal years ended 2010 and 2009
</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 28, 2010 and May 29, 2009, 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 28, 2010 and May 29, 2009, 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  28, 2010 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  5,  2010

                                       17
<PAGE>

                    GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS
                      As of May 28, 2010 and May 29, 2009

                                     ASSETS

                                                           2010          2009
                                                           ----          ----

CURRENT ASSETS
   Cash and cash equivalents                           $ 1,443,801   $ 1,178,060

   Receivables:
     Trade accounts                                      9,363,389     9,042,937
     Other                                                 247,943       381,627
                                                        ----------    ----------
                                                         9,611,332     9,424,564
     Less: Allowance for doubtful accounts                  76,790       127,130
                                                        ----------    ----------
                                                         9,534,542     9,297,434

   Inventories:
     Raw materials                                       1,580,379     1,693,655
     Finished goods                                      3,320,286     3,318,497
                                                        ----------    ----------

                                                         4,900,665     5,012,152
                                                        ----------    ----------

   Prepaid expenses                                      1,573,253     1,608,790
   Deferred income taxes                                   580,154       676,480
                                                        ----------    ----------
           Total current assets                         18,032,415    17,772,916
                                                        ----------    ----------


PROPERTY, PLANT AND EQUIPMENT
   Land                                                  2,793,593     2,803,594
   Buildings                                            16,906,669    16,774,579
   Machinery and equipment                              52,356,462    44,265,326
   Transportation equipment                              8,075,670    11,620,027
                                                        ----------    ----------
                                                        80,132,394    75,463,526
     Less: Accumulated depreciation                     57,852,770    59,407,291
                                                        ----------    ----------

                                                        22,279,624    16,056,235
                                                        ----------    ----------
OTHER ASSETS
   Cash surrender value of life insurance                1,299,084     1,620,822
   Other                                                 1,132,237       955,003
                                                        ----------    ----------

     Total other assets                                  2,431,321     2,575,825
                                                        ----------    ----------

     TOTAL                                             $42,743,360   $36,404,976
                                                        ==========    ==========


See Accompanying Notes to Consolidated Financial Statements

                                       18
<PAGE>

                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                        2010            2009
                                                        ----            ----

CURRENT LIABILITIES
   Checks outstanding in excess of bank balances   $   1,083,512   $   1,691,230
   Accounts payable                                    6,137,412       3,437,482
   Accrued income taxes                                  238,031         286,383
   Current portion of long-term debt                     350,304               -
   Line of credit outstanding                          1,781,996       1,454,155
   Other accrued expenses                              4,465,977       5,157,323
   Salary continuation plan                              154,812         142,948
                                                    ------------    ------------

    Total current liabilities                         14,212,044      12,169,521
                                                    ------------    ------------

LONG-TERM LIABILITIES
   Note payable-bank, non-current                      3,479,879       2,743,440
   Salary continuation plan                            1,317,251       1,414,303
   Deferred income taxes                               1,586,833         669,815
                                                    ------------    ------------

    Total long-term liabilities                        6,383,963       4,827,558
                                                    ------------    ------------


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                                  17,319,003      14,579,547
   Treasury shares -at cost(2,082,161 shares in
    2010 and 2009)                                  (10,888,799)    (10,888,799)
                                                    ------------    ------------


   Total stockholders' equity                         22,147,353      19,407,897
                                                    ------------    ------------





    TOTAL                                          $  42,743,360   $  36,404,976
                                                    ============    ============

                                       19
<PAGE>

                    GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF INCOME
            For the Fiscal Years Ended May 28, 2010 and May 29, 2009

                                                  2010                2009
                                                  ----                ----

Net sales                                       $128,441,457        $122,168,626
Cost of sales                                     65,953,781          64,477,806
                                             ---------------     ---------------
Gross margin                                      62,487,676          57,690,820

Selling, general and administrative expenses      56,499,554          55,380,292
                                             ---------------     ---------------

Operating income                                   5,988,122           2,310,528
                                             ---------------     ---------------

Other income (expenses):
Gain on sale of assets                               829,618             910,875
Interest expense                                   (359,605)           (198,252)
Other income                                         365,319             325,022
                                             ---------------     ---------------

     Total other income (expenses)                   835,332           1,037,645
                                             ---------------     ---------------

     Income before income tax                      6,823,454           3,348,173

       Provision for income taxes                  2,614,416           1,358,073
                                             ---------------     ---------------

     Net income                                 $  4,209,038        $  1,990,100
                                             ===============     ===============

PER SHARE OF COMMON STOCK
  Basic earnings                                $       0.36        $       0.17
  Diluted earnings                              $       0.36        $       0.17



See Accompanying Notes to Consolidated Financial Statements

                                       20
<PAGE>

<TABLE>
<CAPTION>
                                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                            For the Fiscal Years Ended May 28, 2010 and May 29, 2009


                                             Additional                                          Total
                                 Common        Paid-in        Retained         Treasury       Stockholders'
                                  Stock        Capital        Earnings          Shares           Equity
                                  -----        -------        --------          ------           ------
          <S>                      <C>           <C>             <C>              <C>               <C>
     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

  Net income - 2010                       -             -       4,209,038                -        4,209,038
  Cash dividends paid                     -             -      (1,469,582)               -       (1,469,582)
                              ------------- ------------- ---------------- ---------------- ----------------

     Balance - May 28, 2010    $  9,219,195  $  6,497,954  $   17,319,003   $  (10,888,799)  $   22,147,353
                              ============= ============= ================ ================ ================
</TABLE>



See Accompanying Notes to Consolidated Financial Statements

                                       21
<PAGE>

<TABLE>
<CAPTION>
                              GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                     For the Fiscal Years Ended May 28, 2010 and May 29, 2009


                                                                    2010                2009
                                                                    ----                ----
         <S>                                                         <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Cash received from customers                                $   128,204,349    $     120,811,739
  Interest income                                                       7,425               18,677
  Rental income                                                        50,304               40,485
  Other operating cash payments/receipts                              307,590              265,860
  Cash paid to suppliers and employees for cost of goods sold     (61,344,227)         (63,652,300)
  Cash paid for suppliers and employees for selling, general
   and administrative                                             (56,408,505)         (54,566,512)
  Income taxes                                                     (1,649,424)          (1,209,631)
  Interest expense                                                   (359,605)            (198,252)
                                                               ---------------    -----------------

       Net cash provided by operating activities                    8,807,907            1,510,066

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property, plant and equipment                        (9,449,381)          (5,607,304)
  Proceeds from sale of property, plant and equipment               1,569,931            2,792,231
                                                               ---------------    -----------------

       Net cash used in investing activities                       (7,879,450)          (2,815,073)

CASH FLOWS FROM FINANCING ACTIVITIES
  Debt proceeds                                                    20,467,497           22,490,254
  Debt repayments                                                 (19,052,913)         (19,777,026)
  (Decrease) increase in checks outstanding in excess of bank
     balances                                                        (607,718)             873,860
  Purchases of treasury shares                                              -              (75,282)
  Cash dividends paid                                              (1,469,582)          (1,471,495)
                                                               ---------------    -----------------

       Net cash (used in) provided by financing activities           (662,716)           2,040,311

NET INCREASE IN CASH AND
  CASH EQUIVALENTS                                                    265,741              735,304

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF YEAR                                                 1,178,060              442,756
                                                               ---------------    -----------------

CASH AND CASH EQUIVALENTS AT
  END OF YEAR                                                 $     1,443,801    $       1,178,060
                                                               ===============    =================
</TABLE>



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 28, 2010 and May 29, 2009

RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES


                                                            2010         2009
                                                            ----         ----

 Net income                                             $4,209,038  $ 1,990,100
 Adjustment to reconcile net income to net cash
  provided by operating activities:
       Depreciation                                      2,485,679    2,299,049
       Deferred income taxes                             1,013,344       22,678
       Gain on sale of property and equipment             (829,618)    (910,875)
  Change in receivables-net                               (237,108)  (1,356,887)
  Change in inventories                                    111,487     (674,054)
  Change in prepaid expenses                                35,537       34,169
  Change in cash surrender value of insurance              321,738      185,160
  Change in other assets - other                          (177,234)    (168,057)
  Change in accounts payable                             2,699,930     (130,457)
  Change in accrued expenses                              (691,346)     167,639
  Change in salary continuation plan                       (85,188)     (74,163)
  Change in accrued income taxes                           (48,352)     125,764
                                                         ----------  -----------

       Net cash provided by operating activities        $8,807,907  $ 1,510,066
                                                         ==========  ===========




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 28, 2010 and May 29, 2009


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  28,  2010  and  May  29,  2009  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 28, 2010 and May 29, 2009


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  there  from  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  factor  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  $6,587,476  and  $5,431,754 for the
fiscal  years  2010  and  2009,  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 28, 2010 or May 29, 2009.  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 28, 2010 and May 29, 2009


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 $3,588,124 and $3,666,101 for the
fiscal  years  2010  and  2009,  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 28, 2010 and May 29, 2009


NOTE 2 - PREPAID EXPENSES
-------------------------

At May 28, 2010 and May 29, 2009, prepaid expenses consist of the following:

                                                            2010         2009
                                                            ----         ----

Prepaid marketplace spending                             $  179,579   $  221,325
Other prepaid expenses                                    1,393,674    1,387,465
                                                         ----------   ----------

                                                         $1,573,253   $1,608,790
                                                         ==========   ==========


NOTE 3 - OTHER ACCRUED EXPENSES
-------------------------------

At May 28, 2010 and May 29, 2009, other accrued expenses consist of the
following:

                                                            2010         2009
                                                            ----         ----
Accrued payroll                                          $  423,161   $  408,107
Self insurance liability                                  1,615,492    1,805,300
Accrued vacation                                          1,167,884    1,367,282
Other accrued expenses                                    1,259,440    1,576,634
                                                         ----------   ----------

                                                         $4,465,977   $5,157,323
                                                         ==========   ==========


NOTE 4 - LINE OF CREDIT
-----------------------

The  Company  has  a  line-of-credit  agreement  with  a local bank that permits
borrowing  up  to  $3  million.  During the quarter ended November 27, 2009 this
line  of  credit  was  renewed and the limit was increased from $2 million to $3
million.  The  line-of-credit  is  subject  to  the  Company's  continued credit
worthiness  and  compliance  with  the  terms  and  conditions  of  the  advance
application.  The  Company's  line-of-credit debt at May 28, 2010 was $1,781,996
with  an  interest  rate of 4.00%, leaving the Company with $1,218,004 of credit
availability.  The  Company's  line-of-credit  debt  as  of  May  29,  2009  was
$1,454,155  with an interest rate of 4.00%, leaving the Company with $545,845 of
credit  availability.

                                       27
<PAGE>

                    GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
            For the Fiscal Years Ended May 28, 2010 and May 29, 2009


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

Long-term  debt  at  May  28,  2010  and May 29, 2009 consists of the following:
<TABLE>
<CAPTION>
In March 2009, the Company established a construction line
of credit with interest-only payments due through the end
of the construction period at a fixed rate of 4.25%. In
September 2009, the loan converted to a 10-year, 4.25%
fixed rate equipment note, payable in equal monthly
installments based on the final amount drawn during the
construction period which was $4.0 million
                                                                    2010           2009
                                                                    ----           ----
         <S>                                                         <C>            <C>
Total equipment note payable                                    $  3,755,619    $  2,743,440
  Less: current portion                                             (337,864)              -
                                                               -------------- --------------
Total non current portion of equipment note                     $  3,417,755    $  2,743,440
                                                               ============== ==============


In January 2010, the Company transferred an existing
operating lease from one provider to another. Included in
the new lease agreement were 5 transport vehicles that were
added as a capital lease. The capital portion of the lease
is for a term of 4 years at an annual interest rate of
3.69%
                                                                    2010           2009
                                                                    ----           ----
Total capital lease                                             $     74,564               -
  Less: current portion                                              (12,440)              -
                                                               -------------- --------------
Total non current portion of capital lease                      $     62,124    $          -
                                                               ============== ==============


                                                                    2010           2009
                                                                    ----           ----
Total note payable and capital lease                            $  3,830,183    $  2,743,440
  Less: current portion                                             (350,304)              -
                                                               -------------- --------------
Total non current portion of note payable and capital lease     $  3,479,879    $  2,743,440
                                                               ============== ==============
</TABLE>
                                       28
<PAGE>

                    GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
            For the Fiscal Years Ended May 28, 2010 and May 29, 2009


NOTE  5  -  LONG-TERM  LIABILITIES- CONTINUED
---------------------------------------------
Other  long-term  obligations  at  May  28, 2010 and May 29, 2009 consist of the
following:

                                                          2010          2009
                                                          ----          ----
Salary continuation plan                               $1,472,063    $1,557,251
Less: current portion                                    (154,812)     (142,948)
                                                       -----------   -----------
                                                       $1,317,251    $1,414,303
                                                       ===========   ===========

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   $57,761  and  $57,830  for  fiscal  2010  and  2009,  respectively.


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

At  May 28, 2010 and May 29, 2009 the provision for income taxes consists of the
following:

                                                            2010         2009
                                                            ----         ----
Current:
  Federal                                                $1,419,112   $1,169,764
  State                                                     181,960      165,630
                                                         ----------   ----------

                                                          1,601,072    1,335,394

Deferred:
  Federal                                                   866,675       20,180
  State                                                     146,669        2,499
                                                         ----------   ----------

                                                          1,013,344       22,679
                                                         ----------   ----------

Total                                                    $2,614,416   $1,358,073
                                                         ==========   ==========

                                       29
<PAGE>


                    GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
            For the Fiscal Years Ended May 28, 2010 and May 29, 2009


NOTE  6  -  INCOME  TAXES-  CONTINUED
-------------------------------------
The effective tax rate for continuing operations differs from the expected tax
using statutory rates.  A reconciliation between the expected tax and actual tax
follows:

                                                          2010          2009
                                                          ----          ----

Tax on income at statutory rates                       $2,319,974    $1,138,379
(Decrease) increase resulting from:
  State income taxes, less Federal income tax effect      120,094       109,316
  Tax exempt interest                                      (1,187)       (1,204)
  Change in valuation allowance                                 -       (81,640)
  Other - net                                             175,535       193,222
                                                       -----------   -----------

    Total                                              $2,614,416    $1,358,073
                                                       ===========   ===========


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

                                                           2010          2009
                                                           ----          ----
Deferred tax assets
  Salary continuation plan                             $   559,384    $  571,044
  Accrued vacation                                         443,796       501,383
  Contribution carry forward                                     -       137,217
  Inventory capitalization                                  47,115        19,969
  Allowance for doubtful accounts                           29,180        46,618
  Other accrued expenses                                   164,329       189,670
                                                       ------------   ----------

   Gross deferred tax assets before valuation allowance  1,243,804     1,465,901
     Less valuation allowance                                    -             -
                                                       ------------   ----------

Total deferred tax assets                                1,243,804     1,465,901
                                                       ------------   ----------

Deferred tax liabilities
  Property and equipment                                 2,182,243     1,378,076
  Prepaid expenses                                          68,240        81,160
                                                       ------------   ----------
Total deferred tax liabilities                           2,250,483     1,459,236
                                                       ------------   ----------

   Net deferred tax liability                          $(1,006,679)   $    6,665
                                                       ============   ==========

                                       30
<PAGE>

                    GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
            For the Fiscal Years Ended May 28, 2010 and May 29, 2009

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 28, 2010 and May
29,  2009  were  $133,851  and  $127,189,  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 28, 2010 and May 29, 2009 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.

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:

                                                          2010          2009
                                                          ----          ----

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

Benefits accrued                                           57,761        57,830

Benefits paid                                            (142,949)     (131,993)
                                                       -----------   -----------

Accrued salary continuation plan - end of year         $1,472,063    $1,557,251
                                                       ===========   ===========


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  2010  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 28, 2010 and May 29, 2009


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:

                                         2010                  2009
                                         ----                  ----
                                            Weighted               Weighted
                                             Average               Average
                                            Exercise               Exercise
                                  Shares      Price      Shares     Price
Outstanding - beginning of year    329,000    $   3.81    369,000   $   3.78
  Granted                                -           -          -          -
  Exercised                              -           -          -          -
  Forfeited                              -           -     40,000       3.50
  Cancelled                              -           -          -          -
                                ---------- ----------- ---------- ----------

Outstanding - end of year          329,000    $   3.81    329,000   $   3.81
                                ========== =========== ========== ==========

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  28,  2010  or  May  29,  2009.

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 28, 2010 and May 29, 2009


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 28, 2010, 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 29, 2009 options
on  the 329,000 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
                                                     ---------------------------

                                                         2010           2009
                                                         ----           ----

Basic weighted average shares outstanding              11,746,632     11,758,651
Effect of options                                               -              -
                                                     ------------    -----------
                                                       11,746,632     11,758,651
                                                     ============    ===========


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 28, 2010 and May 29, 2009


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

Rental  expense  was  $1,077,074  in  2010  and  $1,217,045  in  2009.

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 $839,686.  Future minimum lease commitments for operating leases at
May  28,  2010  were  as  follows:

                           2011      $     839,686
                           2012            839,686
                           2013            839,686
                           2014            489,817
                           2015                  -

Prior  to  April  22, 2010 the Company leased 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  provided for her
personal  use  of the airplane for up to 100 flight hours per year and was for a
term of one year with automatic renewal unless terminated by either party.  This
lease  was terminated on the date of the sale of the airplane on April 22, 2010.

The  Company  has  a letter of credit in the amount of $2,057,014 outstanding at
May  28, 2010 compared to $2,264,857 outstanding at May 29, 2009.  The letter of
credit  supports  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  did not have any major customer write-offs this year that were not
covered  by  the  credit  insurance.  However,  due  to  the  bankruptcy  of two
distributors, the Company did recognize an adjustment to the allowance of $7,790
at  year-end.  In  the future, the credit insurance coverage will be expanded to
include many distributors that were not previously covered.  This should further
mitigate  the  Company's  credit  risk.

                                       34
<PAGE>

                    GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
            For the Fiscal Years Ended May 28, 2010 and May 29, 2009


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

The  following  tabulation  gives  certain  supplementary  statement  of  income
information  for  the  years  ended  May  28,  2010  and  May  29,  2009:

                                          2010                     2009
                                          ----                     ----

Maintenance and repairs             $    6,431,681           $    6,207,074
Depreciation                             2,483,857                2,299,049
Payroll taxes                            2,352,597                2,210,951

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 28, 2010. 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 28, 2010, 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:

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

  -   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

  -   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 28, 2010. 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 28, 2010, 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  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 28, 2010 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 2010 Annual Meeting of Stockholders to be held
September  22,  2010.

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 2010 Annual Meeting of Stockholders to be held
September  22,  2010.  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 2010 Annual Meeting of Stockholders to be
held  September  22,  2010.


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 2010 Annual Meeting of Stockholders to be held
September  22,  2010.


               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  2010  Annual  Meeting  of  Stockholders  to  be  held  September  22, 2010.

Prior  to September 28, 2010, 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 28, 2010 and May 29, 2009

Consolidated Statements of Income- Years ended May 28, 2010 and May 29, 2009

Consolidated Statements of Changes in Stockholders' Equity- Years ended May 28,
2010 and May 29, 2009

Consolidated Statements of Cash Flows- Years ended May 28, 2010 and May 29, 2009

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)           Material Contracts

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).

                                       39
<PAGE>

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 which was
               terminated by the sale of the aircraft on April 22, 2010
               (incorporated by reference to Exhibit 10.15 to Golden
               Enterprises, Inc. June 2, 2006 Form 10-K 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).

10.21          Purchase and Sale Agreement executed by and between Golden Flake
               Snack Foods, Inc., as Seller, And Rodney D. Evans and Everett
               James Crowell, as Purchasers, with an effective date of December
               14, 2009, for the sale of land and improvements located in Duval
               County, at 4771 Phyllis St., Jacksonville, Florida (incorporated
               by reference to Exhibit 10.21 Golden Enterprises, Inc. November
               27, 2009 Form 10-Q filed with the Commission).

10.22          Purchase and Sale Agreement executed by and between Golden Flake
               Snack Foods, Inc., as Seller, and Airmasters, Inc., as
               Purchaser, with an effective date of April 22, 2010, for the
               sale of a Cessna 551 aircraft, s/n 551-0556.

10.23          Termination of aircraft lease executed by and between Golden
               Flake Snack Foods, Inc., a wholly-owned subsidiary of Golden
               Enterprises, Inc., and Joann F. Bashinsky dated April 22, 2010.

                                       40
<PAGE>

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).

                                       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  20,  2010
----------------------                                        -----------------
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/Mark W. McCutcheon            Chairman of the Board,          August 20, 2010
------------------------------   Chief Executive Officer,
Mark W. McCutcheon               and President

/s/Patty Townsend                Vice President, Secretary       August 20, 2010
------------------------------   and Principal Financial
Patty Townsend                   Officer

/s/F. Wayne Pate                 Director                        August 20, 2010
------------------------------
F. Wayne Pate

/s/Edward R. Pascoe              Director                        August 20, 2010
------------------------------
Edward R. Pascoe

/s/John P. McKleroy, Jr.         Director                        August 20, 2010
------------------------------
John P. McKleroy, Jr.

/s/John S.P. Samford             Director                        August 20, 2010
------------------------------
John S.P. Samford

/s/J. Wallace Nall, Jr.          Director                        August 20, 2010
------------------------------
J. Wallace Nall, Jr.

/s/Joann F. Bashinsky            Director                        August 20, 2010
------------------------------
Joann F. Bashinsky

/s/Paul R. Bates                 Executive Vice-President        August 20, 2010
------------------------------   and Director
Paul R. Bates

/s/David A. Jones                Executive Vice-President        August 20, 2010
------------------------------   and Director
David A. Jones

/s/William B. Morton, Jr.        Director                        August 20, 2010
------------------------------
William B. Morton, Jr.

/s/John S. Stein III             Director                        August 20, 2010
------------------------------
John S. Stein III

                                       42
<PAGE>

                                  SCHEDULE II


                    GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

                       VALUATION AND QUALIFYING ACCOUNTS

            For the Fiscal Years Ended May 28, 2010 and May 29, 2009

<TABLE>
<CAPTION>
                                                   Additions
                                     Balance at    Charged to                    Balance
                                     Beginning     Costs and                     at End
Allowance for Doubtful Accounts       of Year       Expenses     Deductions      of Year
----------------------------------  ------------  ------------  -------------  -----------
         <S>                             <C>          <C>            <C>           <C>
Year ended May 29, 2009               $ 70,000       $64,529        $ 7,399     $127,130
                                    ============  ============  =============  ===========

Year ended May 28, 2010               $127,130       $ 6,790        $57,130     $ 76,790
                                    ============  ============  =============  ===========
</TABLE>
                                       43
<PAGE>

                     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)           Material Contracts

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>
                                                                         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).

10.20          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).

                                       46
<PAGE>

                                                                         Page
                                                                         ----
10.21          Purchase and Sale Agreement executed by and between
               Golden Flake Snack Foods, Inc., as Seller, And Rodney D.
               Evans and Everett James Crowell, as Purchasers, with an
               effective date of December 14, 2009, for the sale of
               land and improvements located in Duval County, at 4771
               Phyllis St., Jacksonville, Florida (incorporated by
               reference to Exhibit 10.21 Golden Enterprises, Inc.
               November 27, 2009 Form 10-Q filed with the Commission).

10.22          Purchase and Sale Agreement executed by and between
               Golden Flake Snack Foods, Inc., as Seller, and
               Airmasters, Inc., as Purchaser, with an effective date
               of April 22, 2010, for the sale of a Cessna 551
               aircraft, s/n 551-0556.                                    48

10.23          Termination of aircraft lease executed by and between
               Golden Flake Snack Foods, Inc., a wholly-owned
               subsidiary of Golden Enterprises, Inc., and Joann F.
               Bashinsky dated April 22, 2010.                            50

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 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.             52

31.2           Certification of Chief Financial Officer pursuant to
               Section 302 of the Sarbanes-Oxley Act of 2002.             53

32.1           Certification of Chief Executive Officer pursuant to
               Section 906 of the Sarbanes-Oxley Act of 2002.             54

32.2           Certification of Chief Financial Officer pursuant to
               Section 906 of the Sarbanes-Oxley Act of 2002.             55

(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).

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