FORM 10-K-A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE
	 ACT OF 1934
For the fiscal year ended May 31, 2002

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-4339

GOLDEN ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)

Delaware                                     63-0250005
(State or other jurisdiction of           (I.R.S Employer
incorporation or organization)            Identification No.)


Suite 208, 2140 11th Avenue, South
         Birmingham, Alabama                         35205
(Address of Principal Executive Offices)           (Zip Code)

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

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Capital Stock, Par Value $0.66-2/3
(Title of Class)



  Indicate by check mark whether the Registrant (1) has
Filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter
period that the Registrant was required to file such
reports), and (2) has been subject to such filing
requirements for the past 90 days.	Yes X.	No    .

  Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

State the aggregate market value of the voting stock held
by non-affiliates of the registrant as of
August 12, 2002.

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

   Indicate the number of shares outstanding of each of the
Registrant's Classes of Common Stock, as
of August 12, 2002.

Class		 		     Outstanding at August 12, 2002
Common Stock, Par Value $0.662/      11,883,305

DOCUMENTS INCORPORATED BY REFERENCE

	Portions of the Annual Proxy Statement for the year ended
May 31, 2002 are incorporated by reference into Part III.



Signatures

	Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Golden Enterprises, Inc.


 By	/s/John H. Shannon                      August 24, 2002
	John H. Shannon	                            Date
	Vice President, Principal Financial
	Officer and Controller

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

	Signature	                  Title	                   Date


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



/s/Mark W. McCutcheon	  Chief Executive	              August 24, 2002
		              Officer, President
                          and Director


/s/John H. Shannon  	   Vice President, Secretary,	  August 24, 2002
		               Principal Financial Officer
		               and Controller

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



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



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



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



                            Director	              August 24, 2002



                            Director	              August 24, 2002



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



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