FORM 10-K
                          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, 1999

                               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 212, 2101 Magnolia Avenue, South
                Birmingham, Alabama                 35205
     ----------------------------------------     ----------
     (Address of Principal Executive Offices)     (Zip Code)

Registrant's Telephone Number including area code (205) 326-6101

   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 6, 1999.

        Common Stock, Par Value $0.66 2/3 -- $17,038,407

     Indicate the number of shares outstanding of each of the
Registrant's Classes of Common Stock, as of August 6, 1999.

              Class                   Outstanding at August 6, 1999
 ---------------------------------    -----------------------------
 Common Stock, Par Value $0.66 2/3          12,160,000 shares

               DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Annual Proxy Statement for the year ended May
31, 1999 are incorporated by reference into Part III.

                        TABLE OF CONTENTS

                 FORM 10-K ANNUAL REPORT -- 1999
                    GOLDEN ENTERPRISES, INC.

                                                             Page
PART I

     Item  1.  Business                                         3
     Item  2.  Properties                                       5
     Item  3.  Legal Proceedings                                6
     Item  4.  Submission of Matters to a Vote of
               Security Holders                                 6

PART II

     Item  5.  Market for Registrant's Common Equity
               and Related Stockholder Matters                  7
     Item  6.  Selected Financial Data                          8
     Item  7.  Management's Discussion and Analysis of
               Financial Condition and Results of Operation     9
     Item  7A. Quantitative and Qualitative Disclosure
               About Market Risk                               11
     Item  8.  Financial Statements and Supplementary Data     12
     Item  9.  Changes in and Disagreements with Accountants
               on Accounting and Financial Disclosure          29

PART III

     Item 10.  Directors and Executive Officers of
               the Registrant                                  29
     Item 11.  Executive Compensation                          29
     Item 12.  Security Ownership of Certain Beneficial
               Owners and Management                           29
     Item 13.  Certain Relationships and Related Transactions  29

PART IV

     Item 14.  Exhibits, Financial Statement Schedules,
               and Reports on Form 8-K                         30


                             PART I

                       ITEM 1. -- BUSINESS

     Golden Enterprises, Inc. (the "Company") is a holding company
which owns all of the issued and outstanding capital stock of
Golden Flake Snack Foods, Inc., a wholly-owned operating subsidiary
company ("Golden Flake"). Golden Enterprises is paid a fee by
Golden Flake for providing management services for it.

     The Company was originally organized under the laws of the
State of Alabama as Magic City Food Products, Inc. on June 11,
1946. On March 11, 1958, it adopted the name Golden Flake, Inc. On
June 25, 1963, the Company purchased Don's Foods, Inc., a Tennessee
corporation which was merged into the Company on December 10, 1966.
The Company was reorganized December 31, 1967 as a Delaware
corporation without changing any of its assets, liabilities or
business. On January 1, 1977, the Company, which had been engaged
in the business of manufacturing and distributing potato chips,
fried pork skins, cheese curls and other snack foods, spun off its
operating division into a separate Delaware corporation known as
Golden Flake Snack Foods, Inc. and adopted its present name of
Golden Enterprises, Inc.

     The Company owns all of the issued and outstanding capital
stock of Golden Flake Snack Foods, Inc.

                 Golden Flake Snack Foods, Inc.

General

     Golden Flake Snack Foods, Inc. ("Golden Flake") is a Delaware
corporation with its principal place of business and home office
located at One Golden Flake Drive, Birmingham, Alabama. Golden
Flake manufactures and distributes a full line of salted snack
items, such as potato chips, tortilla chips, corn chips, pretzels,
fried pork skins, baked and fried cheese curls, peanut butter
crackers, cheese crackers, onion rings and buttered popcorn. These
products are all packaged in flexible bags or other suitable
wrapping material. Golden Flake also sells a line of cakes and
cookie items, canned dips, 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 Golden
Flake's sales, which affords some protection against loss of volume
due to a crop failure of major agricultural raw materials.

Raw Materials

     Golden Flake purchases raw materials used in manufacturing and
processing its snack food products on the open market and under
contract through brokers and directly from growers. A large part of
the raw materials used by Golden Flake consists of farm commodities
which are subject to precipitous change in supply and price.
Weather varies from season to season and directly affects both the
quality and supply available. Golden Flake has no control of the
agricultural aspects and its profits are affected accordingly.

Distribution

     Golden Flake sells its products through its own sales
organization and independent distributors to commercial
establishments which sell food products in Alabama and in parts of
Tennessee, Kentucky, Georgia, Florida, Mississippi, Louisiana,
North Carolina, South Carolina, Arkansas and Missouri. The products
are distributed by approximately 532 route salesmen who are
supplied with selling inventory by the Company's trucking fleet
which operates out of Birmingham, Alabama, Nashville, Tennessee,
and Ocala, Florida. All of the route salesmen are employees of
Golden Flake and use the direct store door delivery method. Golden
Flake is not dependent upon any single customer, or a few
customers, the loss of any one or more of which would have a
material adverse effect on its business. No single customer
accounts for more than 10% of its total sales. Golden Flake has a
fleet of 917 company owned vehicles to support the route sales
system, including 37 tractors and 100 trailers for long haul
delivery to the various company warehouses located throughout its
distribution areas, 705 store delivery vehicles and 75 cars and
miscellaneous vehicles. Golden Flake also leases 10 trailers and 6
tractors.

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 is larger
in terms of capital and sales volume than is Golden Flake. Golden
Flake is unable to state its relative position in the industry.
Golden Flake's marketing thrust is aimed at selling the highest
quality product possible and giving good service to its customers,
while being competitive with its prices. Golden Flake constantly
tests the quality of its products for comparison with other similar
products of competitors and maintains tight quality controls over
its products.

Employees

     Golden Flake employs approximately 1,300 employees.
Approximately 750 employees are involved in route sales and sales
supervision, approximately 450 are in production and production
supervision, and approximately 100 are management and
administrative personnel.

     Golden Flake believes that the performance and loyalty of its
employees are 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. Golden Flake considers
its relations with its employees to be excellent.

     Golden Flake has a 401(k) Profit Sharing Plan and an Employee
Stock Ownership Plan designed to reward the long term employee for
his loyalty. In addition, the employees are provided medical
insurance, life insurance, and an accident and sickness salary
continuance plan. Golden Flake believes that its employee wage
rates are competitive with those of its industry and with
prevailing rates in its area of operations.

Environmental Matters

     There have been no material effects of compliance with
government provisions regulating discharge of materials into the
environment.

Recent Developments

     Since the beginning of its last fiscal year, Golden Flake has
discontinued distributing its products in the Miami, Florida and
Louisville/Lexington, Kentucky areas. In addition, the Company has
discontinued manufacturing low-fat cheese curls and low-fat potato
chips. Other than these changes, no significant change has occurred
in the kinds of products manufactured or in the markets or methods
of distribution, and no material changes or developments have
occurred in the business done and intended to be done by  Golden
Flake.

                Executive Officers Of Registrant
                       And Its Subsidiary

  Name and Age           Position and Offices with Management
  ------------           ------------------------------------
John S. Stein, 62        Mr. Stein is Chairman of the Board and
                         Chief Executive Officer of the Company.
                         He was elected Chief Executive Officer on
                         June 1, 1991 and Chairman on June 1,
                         1996. He served as President of the
                         Company from 1985 to November 1998. Mr.
                         Stein served as President of Golden Flake
                         Snack Foods, Inc. from 1976 to September
                         20, 1991. Mr. Stein has been employed
                         with the Company and its subsidiaries
                         since 1961. Mr. Stein is elected Chairman
                         and Chief Executive Officer annually, and
                         his present term will expire on May 31,
                         2000.

F. Wayne Pate, 64        Mr. Pate is President of the Company. He
                         was elected President on November 1,
                         1998. He served as President of Golden
                         Flake Snack Foods, Inc., a wholly-owned
                         subsidiary of the Company from September
                         20, 1991, to November 1, 1998. He has
                         been employed by Golden Flake since 1968.
                         During his employment, he has served as
                         Vice President of Research and
                         Development, Vice President of
                         Manufacturing and Executive Vice
                         President of Manufacturing and Sales. Mr.
                         Pate is elected President annually, and
                         his present term will expire on May 31,
                         2000.

John H. Shannon, 62      Mr. Shannon has been employed with the
                         Company since 1962. He was elected
                         Controller in 1976, Secretary in 1978 and
                         Vice-President in 1979, and has served in
                         these capacities since then. Mr. Shannon
                         is elected to his positions on an annual
                         basis, and his present term of office
                         will expire on May 31,  2000.

Mark W. McCutcheon, 44   Mr. McCutcheon is President of Golden
                         Flake Snack Foods, Inc., a wholly-owned
                         subsidiary of the Company. He was elected
                         President on November 1, 1998, and has
                         been employed by Golden Flake since 1980.
                         During his employment, he has served as
                         Plant Manager of the Ocala, Florida
                         Plant, Plant Manager of the Birmingham,
                         Alabama Plant, Vice President of
                         Manufacturing, Vice President of
                         Operations, and Executive Vice President.
                         Mr. McCutcheon is elected President
                         annually, and his present term will
                         expire on May 31, 2000.

                      ITEM 2. -- PROPERTIES

     The office headquarters of the Company are located at Suite
212, 2101 Magnolia Avenue South, Birmingham, Alabama 35205. The
Company occupies approximately 1300 square feet of office space
under lease. The properties of the subsidiary are described below.

                          Golden Flake

Manufacturing Plants and Office Headquarters

     The main plant and office headquarters of Golden Flake are
located at One Golden Flake Drive, Birmingham, Alabama, and are
situated on approximately 40 acres of land which is serviced by a
railroad spur track. This facility consists of 3 buildings which
have a total of approximately 300,000 square feet of floor area.
The plant manufactures a full line of Golden Flake products. Golden
Flake maintains a garage and vehicle maintenance service center
from which it services, maintains, repairs and rebuilds its fleet
and delivery trucks. Golden Flake has adequate employee and fleet
parking.

     Approximately 17 acres of the Birmingham property is
undeveloped. This property is zoned for industrial use and is
readily available for future use. Plans for the utilization of this
property have not been finalized.

     Golden Flake has a manufacturing plant in Nashville,
Tennessee, which is located at 2930 Kraft Drive. The building is of
masonry construction and has approximately 70,000 square feet of
floor space. Golden Flake manufactures potato chips, baked tortilla
chips and pretzels at this plant. The Company also owns 2 acres of
land across the street from its Nashville plant which is presently
used for parking.

     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
56-acre site on Silver Springs Boulevard. The Company manufactures
corn chips, tortilla chips and potato chips from this facility.
This manufacturing plant, with allowance for future expansion, will
use approximately 27 acres of the 56-acre site. The remaining 29
acres are undeveloped and are readily available for future use for
commercial and/or light industrial development. Plans for the
utilization of this property have not been finalized.

     The manufacturing plants, office headquarters and additional
lands are owned by Golden Flake free and clear of any debts.

Distribution Warehouses

     Golden Flake owns branch warehouses in Birmingham, Montgomery,
Pelham, Midfield, Demopolis, Fort Payne, Muscle Shoals, Huntsville,
Phenix City, Tuscaloosa, Mobile, Dothan and Oxford, Alabama;
Gulfport and Jackson, Mississippi; Chattanooga, Knoxville and
Memphis, Tennessee; Decatur, Marietta, Forest Park and Macon,
Georgia; Jacksonville, Panama City, Clearwater, Tampa, Orlando,
Tallahassee and Pensacola, Florida; Baton Rouge and New Orleans,
Louisiana and Little Rock, Arkansas. The warehouses vary in size
from 2,400 to 8,000 square feet. All distribution warehouses are
owned free and clear of any debts.

Vehicles

     Golden Flake owns a fleet of 917 vehicles which includes 705
route trucks, 37 tractors, 100 trailers and 75 cars and
miscellaneous vehicles. There are no liens or encumbrances on
Golden Flake's vehicle fleet. Golden Flake also leases 10 trailers
and 6 tractors and owns a 1987 Cessna Citation II aircraft.

                  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.



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

     Not Applicable.

                             PART II

        ITEM 5. -- MARKET FOR REGISTRANT'S COMMON EQUITY
                 AND RELATED STOCKHOLDER MATTERS



GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

MARKET AND DIVIDEND INFORMATION

     The Company's common stock is traded in the over-the-counter
market under the "NASDAQ" symbol, GLDC, and transactions are
reported through the National Association of Securities Dealers
Automated Quotation (NASDAQ) National Market System. The following
tabulation sets forth the high and low sales prices for the common
stock during each quarter of the fiscal years ended May 31, 1999
and 1998 and the amount of dividends paid per share in each
quarter. The Company currently expects that comparable regular cash
dividends will be paid in the future.

<TABLE>
<CAPTION>
                           Market Price
                         -----------------       Dividends Paid
  Quarter                 High       Low            Per share
  -------                ------     ------       --------------
<S>                      <C>        <C>                <C>
Fiscal 1999
-----------
     First               $6 5/8     $5 3/8             $.12
     Second               6 5/8      5                  .12
     Third                5 7/8      3 1/2              .06
     Fourth               4 1/4      2 1/2              .06

Fiscal 1998
-----------
     First               $7 3/4     $6 3/4             $.12
     Second               7 3/4      6 3/4              .12
     Third                7 1/4      6                  .12
     Fourth               7 1/8      6                  .12

</TABLE>

     As of August 6, 1999, there were approximately 1,600
shareholders of record.


               ITEM 6. -- SELECTED FINANCIAL DATA

<TABLE>

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

FINANCIAL REVIEW (Dollar amounts in thousands, except per share data)

<CAPTION>
                                                                Year Ended May 31,
                                         ------------------------------------------------------------
                                           1999         1998         1997         1996         1995
                                         --------     --------     --------     --------     --------
<S>                                      <C>          <C>          <C>          <C>          <C>
OPERATIONS
Net sales and other operating income     $129,564     $129,363     $138,427     $127,150     $128,771
Investment income                              66          160          286          675          674
                                         --------     --------     --------     --------     --------
     Total revenues                       129,630      129,523      138,713      127,825      129,445

Cost of sales                              60,283       58,923       63,548       57,331       56,285
Selling, general and administrative
  expenses                                 67,671       64,728       69,845       65,419       64,863
Interest                                     --           --           --           --            --
Income before income taxes                  1,676        5,872        5,320        5,075        8,297
Federal and state income taxes                603        2,171        1,832        1,700        3,146
Income from continuing operations           1,073        3,701        3,488        3,375        5,151

Discontinued operations:
  Income from operations of
    discontinued business net of
    related income taxes                     --           --           --           --              3

Net income                                  1,073        3,701        3,488        3,375        5,154
-----------------------------------------------------------------------------------------------------
FINANCIAL DATA
Depreciation and amortization            $  3,309     $  3,183     $  2,853     $  2,486     $  2,856
Capital expenditures, net of disposals      1,861        3,666        3,611        6,216        1,366
Working capital                            11,642       13,516       15,887       19,053       25,788
Long-term debt                              1,579        1,285        1,049          823          599
Stockholders' equity                       32,504       36,089       38,253       40,582       43,490
Total assets                               41,912       46,925       49,569       48,846       52,012
-----------------------------------------------------------------------------------------------------
COMMON STOCK DATA
Income from continuing operations        $    .09     $    .30     $    .29     $    .28     $    .42
Basic and diluted net income                  .09          .30          .29          .28          .42
Dividends                                     .36          .48          .48          .47          .46
Book value                                   2.67         2.96         3.13         3.32         3.55
Price range                           6 5/8-2 1/2      7 3/4-6  9 3/4-6 7/8  9 3/4-6 3/4      8-6 3/4
-----------------------------------------------------------------------------------------------------
FINANCIAL STATISTICS
Current ratio                                2.99         2.79         2.90         4.37         5.26
Net income as percent of total revenues
  from continuing operations                 0.8%         2.9%         2.5%         2.6%         4.0%
Net income as percent of stockholders'
  equity (a)                                 3.1%        10.0%         8.8%         8.0%        11.6%
-----------------------------------------------------------------------------------------------------
OTHER DATA
Weighted average common shares
  outstanding                          12,171,043   12,205,950   12,205,950   12,243,283   12,376,769
Common shares outstanding at
  year-end                             12,160,950   12,205,950   12,205,950   12,205,950   12,261,950
Approximate number of stockholders          1,600        1,600        1,800        1,800        1,800

<FN>

(a) Average amounts at beginning and end of fiscal year.

</FN>
</TABLE>

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

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

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

Liquidity and Capital Resources

     Working capital was $11.6 million at May 31, 1999 compared to
$13.5 million at May 31, 1998. Net cash provided by operations
amounted to $2.1 million in fiscal year 1999, $7.6 million in
fiscal year 1998, and $6.2 million in fiscal year 1997. An
additional $3.0 million in cash was provided this year by a net
decrease in investment securities compared to $0.9 million in 1998,
and $3.3 million in 1997.

     Additions to property, plant and equipment, net of disposals,
were $1.9 million, $3.7 million, and $3.6 million in fiscal years
1999, 1998, and 1997, respectively, and are expected to be about
$2.0 million in 2000.

     Cash dividends of $4.4 million, $5.9 million, and $5.8 million
were paid during fiscal years 1999, 1998, and 1997, respectively.
The regular quarterly dividend was changed in January, 1999 from
$.12 to $.06 per share. This change reflects the reduction in
earnings and the need for the Company to increase its reinvestment
in the business.

     Cash in the amount of $0.3 million was used to purchase
treasury shares in fiscal year 1999, and no cash was used for this
purpose during fiscal years 1998 and 1997.

     Long-term liabilities as a percentage of total capitalization
was 4.4% at May 31, 1999. The Company's current ratio at the year
end was 2.99 to 1.00.

Operating Results

     Net sales and other operating income increased by 0.2% in
fiscal year 1999, decreased by 6.5% in fiscal year 1998, and
increased by 8.9% in 1997. Although sales for 1999 were
approximately equal to those for 1998, it was necessary to increase
discount spending considerably in order to keep sales at the 1998
level. The drop in sales for 1998 from 1997 was primarily caused by
decisions made by three major accounts in reaction to very
aggressive spending by a competitor. A sizeable reduction in
discount spending for  1998 also had a negative impact on sales,
but this had a positive effect on profits. The improvement in sales
for fiscal 1997 was due to expansion into new products and market
areas.

     The Company's investment income was 4.0% of income before
taxes in 1999, 2.7% in 1998, and 5.4% in 1997. Investment income
has dropped considerably over the past three years because of the
decrease in investment securities which were sold to finance
capital expenditures that were incurred in developing several new
products.

     Cost of sales as a percentage of net sales amounted to 46.8%
in 1999, 45.9% in 1998, and 46.1% in 1997. Higher raw material and
packaging cost were the major factors causing the increase in cost
of sales for 1999 after having had fairly stable costs over the
previous three years.

     Selling, general and administrative expenses were 52.6% of
sales in 1999, 50.4% in 1998, and 50.7% in 1997. An increase in
discount spending in fiscal 1999 was the  major reason for the
unfavorable comparison with 1998. In 1998 there was a significant
reduction in advertising and promotional expenses which produced a
favorable comparison with 1997 expenses. There was an improvement
for 1997 compared to 1996 due to an increase in sales with very
little increase in advertising expense.

     The Company's effective income tax rates for 1999, 1998, and
1997 were 36.0%, 37.0%, and 34.4%, respectively. Note 4 to the
consolidated financial statements provides additional information
about the provision for income taxes.

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 investment securities,
and commodity prices, affecting the cost of its raw materials.

     The Company's investment securities consist of short-term
marketable securities. Presently these are variable rate money
market mutual funds. Assuming year-end 1999 variable rate
investment levels, a one-point change in interest rates would
impact interest income by $619.

     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. Future contracts have been used occasionally to hedge
immaterial amounts of commodity purchases, but none are presently
being used.

Year 2000 Compliance

     All necessary modifications for Year 2000 compliance were
completed by the target date of May 31, 1999. All information
technology systems and non-IT systems are compliant.

     All internal testing has been done, but there is some testing
remaining to be done on some of the applications that interface
with other companies. The Company is set to do any of this testing
that is necessary as the other companies involved become ready.

     Internal staff has been used primarily for the conversion, and
the cost of the project is estimated to be approximately $60,000
and has been expensed as incurred.

     Contingency plans for Year 2000 related interruptions have
been developed and include, but are not limited to replacing
electronic applications with manual processes, identification of
alternate suppliers and increasing raw material and finished goods
inventory levels.

     The most likely worse case scenarios for the Company would be
the temporary inability of suppliers to provide raw materials on a
timely basis and of some customers to order and pay on a timely
basis.

     To the degree possible, the Company is verifying that other
companies with which its systems interface or rely on are currently
Year 2000 compliant or are in the process of becoming compliant.
While the Company anticipates no major interruption of its business
activities, that will be dependent in part upon the ability of
these third parties to be Year 2000 compliant. Although the Company
is addressing third party issues as explained above, it is not able
to require the compliance actions by such parties. Accordingly,
while the Company believes its actions in this regard should have
the effect of mitigating Year 2000 risks, it cannot completely
eliminate them or estimate the ultimate effect that Year 2000 risks
will have on its operating results.

Inflation

     Certain costs and expenses of the Company are affected
adversely by inflation, and the Company's prices for its products
over the last eight 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.

Environmental Matters

     There have been no material effects of compliance with
governmental provisions regulating discharge of materials into the
environment.


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

     Included in Item 7, Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Market Risk
beginning on page 9.


ITEM 8. -- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The consolidated financial statements of the registrant and
its subsidiary for the year ended May 31, 1999, consisting of the
following, are contained herein:

Consolidated Balance Sheets        -- May 31, 1999 and 1998

Consolidated Statements of Income  -- Years ended May 31, 1999, 1998 and 1997

Consolidated Statements of         -- Years ended May 31, 1999, 1998 and 1997
  Cash Flows

Consolidated Statements of Changes -- Years ended May 31, 1999, 1998 and 1997
  in Stockholders' Equity

Notes to Consolidated Financial    -- Years ended May 31, 1999, 1998 and 1997
  Statements

Quarterly Results of Operations    -- Years ended May 31, 1999 and 1998

       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 31, 1999 and
1998, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the three years in
the period ended May 31, 1999. 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 generally accepted
auditing standards. 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 31, 1999 and 1998, and the consolidated results of their
operations and their cash flows for each of the three years in the
period ended May 31, 1999, in conformity with generally accepted
accounting principles.

     Our audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The schedules
listed in item 14(a) 2 are presented for purposes of complying with
the Securities and Exchange Commission's rules and are not part of
the basic financial statements. These schedules for the years ended
May 31, 1999, 1998, and 1997, have been subjected to the auditing
procedures applied in the audit of the basic financial statements
and, in our opinion, fairly state in all material respects the
financial data required to be set forth therein in relation to the
basic financial statements taken as a whole.

Birmingham, Alabama
July 6, 1999                DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP

<TABLE>

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

May 31, 1999 and 1998

<CAPTION>
                                                       1999            1998
                                                   -----------     -----------
<S>                                                <C>             <C>
ASSETS

Current Assets:
  Cash and cash equivalents                        $   227,120     $   114,869
  Investment securities available-for-sale              61,941       3,077,464

Receivables:
  Trade accounts                                    10,143,145      10,812,685
  Other                                                203,378         471,101
                                                   -----------     -----------
                                                    10,346,523      11,283,786
  Less: Allowance for doubtful accounts                111,000          75,000
                                                   -----------     -----------
                                                    10,235,523      11,208,786
                                                   -----------     -----------
Inventories:
  Raw materials                                      2,224,946       2,425,367
  Finished goods                                     2,403,663       2,359,201
                                                   -----------     -----------
                                                     4,628,609       4,784,568
                                                   -----------     -----------

Prepaid expenses                                     2,348,975       1,899,294
                                                   -----------     -----------
                 Total current assets               17,502,168      21,084,981
                                                   -----------     -----------

Property, plant and equipment:
  Land                                               3,790,600       3,840,514
  Buildings                                         19,456,338      19,503,824
  Machinery and equipment                           42,770,602      42,018,529
  Transportation equipment                          17,077,882      16,884,469
                                                   -----------     -----------
                                                    83,095,422      82,247,336
  Less: Accumulated depreciation                    61,570,336      59,274,250
                                                   -----------     -----------
                                                    21,525,086      22,973,086
                                                   -----------     -----------

Other Assets                                         2,884,498       2,866,681
                                                   -----------     -----------
                 Total                             $41,911,752     $46,924,748
                                                   ===========     ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Checks outstanding in excess of bank balances    $   962,474     $   --
  Accounts payable                                   3,689,615       5,795,698
  Accrued income taxes                                 --              213,813
  Other accrued expenses                               952,366       1,304,349
  Deferred income taxes                                255,820         254,898
                                                   -----------     -----------
                 Total current liabilities           5,860,275       7,568,758
                                                   -----------     -----------

Long-term liabilities                                1,579,453       1,284,543
                                                   -----------     -----------

Deferred income taxes                                1,968,005       1,982,324
                                                   -----------     -----------

Commitments and Contingencies                          --              --

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                         6,499,554       6,499,554
  Retained earnings                                 26,361,690      29,671,907
  Treasury shares -- at cost (1,667,843 shares
    in 1999 and 1,622,843 shares in 1998)           (9,576,420)     (9,301,533)
  Accumulated other comprehensive income               --              --
                                                   -----------     -----------
                 Total stockholders' equity         32,504,019      36,089,123
                                                   -----------     -----------
                 Total                             $41,911,752     $46,924,748
                                                   ===========     ===========

<FN>

See Accompanying Notes to Consolidated Financial Statements.

</FN>
</TABLE>


<TABLE>

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

Years ended May 31, 1999, 1998 and 1997

<CAPTION>
                                           1999             1998             1997
                                       ------------     ------------     ------------
<S>                                    <C>              <C>              <C>
Revenues:
  Net sales                            $128,740,552     $128,496,511     $137,744,137
  Other income, including gain on
    sale of property and equipment
    of $536,709 in 1999, $450,923
    in 1998, and $397,772 in 1997           823,363          866,327          682,601
  Net investment income                      66,567          159,956          286,644
                                       ------------     ------------     ------------
    Total revenues                      129,630,482      129,522,794      138,713,382
                                       ------------     ------------     ------------

Costs and expenses:
  Cost of sales                          60,283,113       58,922,656       63,548,396
  Selling, general and administrative
    expenses                             67,416,243       64,172,339       69,288,269
  Contributions to employee 401(k)
    profit-sharing and employee
    stock ownership plans                   255,020          556,240          556,882
                                       ------------     ------------     ------------
    Total costs and expenses            127,954,376      123,651,235      133,393,547
                                       ------------     ------------     ------------
    Income before income taxes           1,676,106        5,871,559        5,319,835
                                       ------------     ------------     ------------

Provision for income taxes:
  Currently payable:
    Federal                                 526,000        1,800,000        1,519,000
    State                                    91,000          282,000          252,000
  Deferred taxes                            (14,000)          89,000           61,000
                                       ------------     ------------     ------------
    Total provision for income taxes        603,000        2,171,000        1,832,000
                                       ------------     ------------     ------------
                 Net income            $  1,073,106     $  3,700,559     $  3,487,835
                                       ============     ============     ============

Per share of common stock:
  Basic earnings per share             $        .09     $        .30     $        .29
  Basic weighted shares outstanding      12,171,043       12,205,950       12,205,950
  Diluted earnings per share           $        .09     $        .30     $        .29
  Diluted weighted shares outstanding    12,171,411       12,205,950       12,206,333

<FN>

See Accompanying Notes to Consolidated Financial Statements.

</FN>
</TABLE>

<TABLE>

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended May 31, 1999, 1998 and 1997

<CAPTION>

                                                            1999            1998            1997
                                                        -----------     -----------     -----------
<S>                                                     <C>             <C>             <C>
Cash flows from operating activities:
  Net income                                            $ 1,073,106     $ 3,700,559     $ 3,487,835
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization                       3,309,182       3,183,490       2,853,024
      Salary continuation benefits                          294,910         235,368         225,948
      Deferred income taxes                                 (14,000)         89,000          61,000
      Gain on sale of property and equipment               (536,709)       (450,923)       (397,772)
  Changes in operating assets and liabilities:
    Decrease (increase) in accounts receivable -- net       973,263         769,681      (1,843,864)
    Decrease (increase) in inventories                      155,959         612,272        (624,468)
    (Increase) decrease in prepaid expenses                (449,681)        301,288         104,764
    (Increase) in other assets -- long-term                 (17,817)        (47,763)       (404,980)
    (Decrease) increase in accounts payable              (2,106,083)       (825,385)      2,582,340
    (Decrease) increase in accrued income taxes            (213,813)        (19,792)        233,605
    (Decrease) increase in accrued expenses                (351,983)         43,314         (57,228)
                                                        -----------     -----------     -----------
       Net cash provided by operating activities          2,116,334       7,591,109       6,220,204
                                                        -----------     -----------     -----------
Cash flows from investing activities:
  Purchase of property, plant and equipment              (2,036,114)     (3,725,447)     (3,636,960)
  Proceeds from sale of property, plant and equipment       712,244         510,135         423,656
  Investment securities available-for-sale:
    Purchases                                            (4,147,450)     (9,649,257)    (11,673,398)
    Proceeds from disposals                               7,162,973      10,576,211      14,938,643
                                                        -----------     -----------     -----------
       Net cash provided by (used in)
         investing activities                             1,691,653      (2,288,358)         51,941
                                                        -----------     -----------     -----------
Cash flows from financing activities:
  Increase in checks outstanding in excess
    of bank balances                                        962,474         --              --
  Purchase of treasury shares                              (274,887)        --              --
  Cash dividends paid                                    (4,383,323)     (5,858,856)     (5,828,344)
                                                        -----------     -----------     -----------
       Net cash (used in) financing activities           (3,695,736)     (5,858,856)     (5,828,344)
                                                        -----------     -----------     -----------
Net increase (decrease) in cash and cash equivalents        112,251        (556,105)        443,801
Cash and cash equivalents at beginning of year              114,869         670,974         227,173
                                                        -----------     -----------     -----------
Cash and cash equivalents at end of year                $   227,120     $   114,869     $   670,974
                                                        ===========     ===========     ===========
Supplemental information:
  Cash paid during the year for:
  Income taxes                                          $ 1,053,696     $ 2,101,972     $ 1,103,222
  Interest                                              $     --        $     --        $     --


<FN>

See Accompanying Notes to Consolidated Financial Statements.

</FN>
</TABLE>

<TABLE>

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

Years ended May 31, 1999, 1998 and 1997

<CAPTION>
                                                                                Accumulated     Total
                                       Additional                                Other Com-     Stock-      Compre-
                            Common       Paid-in      Retained      Treasury     prehensive    holders'     hensive
                             Stock       Capital      Earnings       Shares        Income       Equity      Income
                          ----------   ----------   -----------   ------------   ---------   -----------   ----------
<S>                       <C>          <C>          <C>           <C>            <C>         <C>
Balance, May 31, 1996     $9,219,195   $6,499,554   $34,170,713   $(9,301,533)   $( 6,002)   $40,581,927
  Net income -- 1997          --           --         3,487,835        --            --        3,487,835   $3,487,835
  Changes in unrealized
    gain (loss) on
    securities
    available-for-sale        --           --            --            --          11,375         11,375       11,375
                                                                                                           ----------
  Comprehensive income                                                                                     $3,499,210
                                                                                                           ==========
  Cash dividends declared
   --  $.48 per share         --           --        (5,828,344)       --            --       (5,828,344)
                          ----------   ----------   -----------   -----------    --------    -----------
Balance, May 31, 1997      9,219,195    6,499,554    31,830,204    (9,301,533)      5,373     38,252,793
  Net income -- 1998          --           --         3,700,559        --            --        3,700,559   $3,700,559
    Changes in unrealized
      gain (loss) on
      securities
      available-for-sale      --           --            --            --          (5,373)        (5,373)      (5,373)
                                                                                                           ----------
  Comprehensive income                                                                                     $3,695,186
                                                                                                           ==========
  Cash dividends declared
   --  $.48 per share         --           --        (5,858,856)       --            --       (5,858,856)
                          ----------   ----------   -----------   -----------    --------    -----------
Balance, May 31, 1998      9,219,195    6,499,554    29,671,907    (9,301,533)       --       36,089,123
  Net income -- 1999          --           --         1,073,106        --            --        1,073,106   $1,073,106
  Changes in unrealized
    gain (loss) on
    securities
    available-for-sale        --           --            --            --            --           --           --
                                                                                                           ----------
  Comprehensive income                                                                                     $1,073,106
                                                                                                           ==========
  Cash dividends declared
    -- $.36 per share         --           --        (4,383,323)       --            --       (4,383,323)

  Treasury shares purchased   --           --             --         (274,887)       --         (274,887)
                          ----------   ----------   -----------   -----------    --------    -----------
Balance, May 31, 1999     $9,219,195   $6,499,554   $26,361,690   $(9,576,420)   $   --      $32,504,019
                          ==========   ==========   ===========   ===========    ========    ===========
<FN>

See Accompanying Notes to Consolidated Financial Statements.

</FN>
</TABLE>

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

May 31, 1999, 1998 and 1997

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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
intercompany transactions and balances have been eliminated.

Revenue Recognition

     The Company recognizes sales and related costs upon delivery
or shipment of products to its customers.


Cash and Cash Equivalents

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

Investment Securities

     Investment securities at May 31, 1999 are principally
instruments of municipalities and of short-term mutual municipal
funds. The Company currently classifies all investment securities
as available-for-sale. Securities accounted for as
available-for-sale includes bonds, notes, common stock and
non-redeemable preferred stock not classified as either
held-to-maturity or trading. Securities available-for-sale are
required to be reported at fair value with unrealized gains and
losses, net of taxes, excluded from earnings and shown separately
as a component of accumulated other comprehensive income within
stockholders' equity. Realized gains and losses on the sale of
securities available-for-sale are determined using the
specific-identification method.

Inventories

     Inventories are stated at the lower of cost or market. Cost is
computed on the first-in, first-out method. The opening and closing
inventories used in computing cost of sales are as follows:

              Date                Amount
              ----                ------
          May 31, 1997          $5,396,840
          May 31, 1998           4,784,568
          May 31, 1999           4,628,609


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.

     Expenditures for maintenance and repairs are charged to
operations as incurred; expenditures for renewals and betterments
are capitalized and written off by depreciation and amortization
charges. Property retired or sold is removed from the asset and
related accumulated depreciation accounts and any profit or loss
resulting therefrom is reflected in the statements of income.

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 fifteen 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 percent of the participants'
compensation. The annual contributions to the plans are determined
by the applicable Board of Directors. Total plan expenses for the
years ended May 31, 1999, 1998 and 1997 were $255,020, $505,179 and
$505,622, 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. The
Employee Stock Ownership Plan expenses for the years ended May 31,
1999, 1998 and 1997 were $-0-, $51,061 and $51,260, respectively.
Each participant's account is credited with an allocation of shares
acquired with the Company's annual contributions, dividends
received on ESOP shares and forfeitures of terminated participants'
nonvested accounts.

     The contributions to the 401(k) Profit-Sharing Plans and the
Employees Stock Ownership Plan may not exceed fifteen percent of
the total compensation of all participating employees. The Company
expects to continue these plans indefinitely; however, the rights
to modify, amend or terminate the plans have been reserved.

     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 such retirement benefits until the key officers
reach normal retirement age.

Stock Options and Long-Term Incentive Plans

     The Company has a stock option plan and a long-term incentive
plan currently in effect under which future grants may be issued:
the 1988 Stock Option and Stock Appreciation Plan (the 1988 Plan)
and the 1996 Long-Term Incentive Plan (the 1996 Plan). The Plans
are administered by the Stock Option Committee of the Board of
Directors, which has sole discretion, subject to the terms of the
Plans, 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
Plans, formulate the terms and conditions of award agreements, and
make all other determinations required in the administration
thereof.

     The 1988 Plan provides that non-qualified stock options and
stock appreciation rights may be granted to key employees for up to
400,000 shares of the Company's common stock. The options and stock
appreciation rights are exercisable three years after date of
grant. The option price may be less than, equal to or greater than
the fair market value of the stock on the date of grant. Each stock
appreciation right entitles the option holder, upon exercise of the
related stock option, to receive from the Company the amount of the
appreciation in the underlying common stock as determined by the
excess of the fair market value of a share of common stock on the
exercise date of the related stock option over the option price.
The options and stock appreciation rights granted, if not
exercised, will expire three months from the date they are
exercisable. As of May 31, 1999, options and stock appreciation
rights had been granted for 145,000 shares (net of 13,000 shares
forfeited) at an option price of $6 per share and for 79,500 shares
(net of 6,000 shares forfeited) at an option price of $5 per share.
36,500 shares were exercised at $5 per share during the fiscal year
ended May 31, 1995. There were no stock options and stock
appreciation rights outstanding under this Plan at May 31, 1999,
1998 and 1997; however, there were 175,500 shares available for
granting of additional options. The 1988 Plan expires July 6, 2002
except as to options and stock appreciation rights outstanding on
that date; but, the rights to amend, suspend or terminate the Plan
have been reserved.

     The 1996 Plan provides for the granting of "Incentive Stock
Options" as defined under the Internal Revenue Code. Under the
Plan, grants may be made to selected officers and employees, of
incentive stock options 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. Five hundred thousand
shares of the Company's stock have been reserved for issuance under
this Plan. Incentive Stock Options have been granted for 340,000
shares leaving 160,000 shares available for future options.
Following is a summary of transactions:

<TABLE>
<CAPTION>
                                                        Shares Under Option
                                                   -------------------------------
                                                    1999        1998        1997
                                                   -------     -------     -------
     <S>                                           <C>         <C>           <S>
     Outstanding -- beginning of the year          300,000     300,000       --
          Granted                                   40,000       --        300,000
          Exercised                                 (--)        (--)        (--)
          Forfeited                                 (--)        (--)        (--)
                                                   -------     -------     -------
     Outstanding -- end of year                    340,000     300,000     300,000
                                                   =======     =======     =======
</TABLE>

     The Company has elected to follow Accounting Principals Board
Opinion No. 25, Accounting for Stock Issued to Employees ("APB25")
and related Interpretation in accounting for its employee stock
options rather than Financial Accounting Statement No. 123,
Accounting for Stock-Based Compensation. Under APB25, because the
exercise price of the Company's employee stock options equals the
market price of the underlying stock on the date of grant, no
compensation expense is recognized.

     Pro forma information regarding net income and earnings per
share is presented as if the Company had accounted for its employee
stock options under the fair value method. The fair value for these
options was estimated at the date of grant using the Black-Scholes
option pricing model with the following assumptions for 1999 and
1997 (no options were granted in 1998) respectively; risk-free
interest rates of 6.33 percent and 6.62 percent; dividend yields of
5.2 percent and 5.2 percent; expected option life of 5 and 7.5
years; volatility factors of expected market price of the Company's
stock of 0.150 and 0.150.

     The Black-Scholes option pricing model was developed for use
in estimating the fair value of traded options which have no
vesting restrictions and are fully transferable. In addition,
option valuation models require the input of highly subjective
assumptions including the expected stock price volatility. Because
the Company's employee stock options have characteristics
significantly different from those of traded options, and because
changes in the subjective input assumptions can materially affect
an options fair value estimate, in management's opinion, the
existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.

     The Company's actual and pro forma information is as follows:

<TABLE>
<CAPTION>
                                         1999           1998           1997
                                      ----------     ----------     ----------
     <S>                              <C>            <C>            <C>
     Net income:
       As reported                    $1,073,106     $3,700,559     $3,487,835
       Pro forma                       1,062,098      3,700,559      3,279,935
     Basic earnings per share:
       As reported                    $      .09     $      .30     $      .29
       Pro forma                             .09            .30            .27
     Diluted earnings per share:
       As reported                    $      .09     $      .30     $      .29
       Pro forma                             .09            .30            .27

</TABLE>

Income Taxes

     Deferred income taxes are recorded on the differences between
the tax bases of assets and liabilities and the amounts at which
they are reported in the consolidated financial statements.
Recorded amounts are adjusted to reflect changes in income tax
rates and other tax law provisions as they become enacted. For
further information concerning the provision for income taxes see
Note 4.

Net Income Per Share

     During 1996, the FASB issued Statement of Financial Accounting
Standards No. 128, Earnings Per Share, ("FAS128"). FAS128 specifies
the computation, presentation and disclosure requirements for
earnings per share, replacing the presentation of primary earnings
per share with the presentation of basic earnings per share. The
only difference in the two methods for computing the Company's per
share amounts is attributable to outstanding options, under the
stock options and long-term incentive plans. The effect of the
stock options was determined using the treasury stock method.
Consolidated net income as reported was not affected. Shares used
to compute diluted earnings per share are as follows:

<TABLE>
<CAPTION>
                                            Average Common Stock Shares
                                      ----------------------------------------
                                         1999           1998           1997
                                      ----------     ----------     ----------
<S>                                   <C>            <C>            <C>
Basic weighted shares outstanding     12,171,043     12,205,950     12,205,950
Effects of options                           368         --                383
                                      ----------     ----------     ----------
Diluted shares                        12,171,411     12,205,950     12,206,333

</TABLE>

Disclosures About Fair Value of Financial Instruments

     Financial Accounting Standards No. 107, Disclosures about Fair
Value of Financial Instruments, ("FAS107") 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. FAS107 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 instrument, 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 fair values of investment securities have been determined
using values supplied by independent pricing services and are
disclosed together with carrying amounts in Note 2.

     The carrying value of the Company's long-term liabilities
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.

Comprehensive Income

     In June 1997, the FASB issued Financial Accounting Statement
No. 130, Reporting Comprehensive Income ("FAS130") which
establishes reporting and presentation standards for comprehensive
income and its components in a full set of general-purpose
financial statements. Comprehensive income is defined as the change
in equity of a business enterprise during a period from
transactions and other events and circumstances arising from
non-owner sources. The adoption of FAS130 in 1999 and the
restatement of prior periods for comparative financial statements
did not have a material impact on the financial statements of the
Company.

Segment Information

     Also in June 1997, the FASB issued Financial Accounting
Statement No. 131, Disclosures about Segments of an Enterprise and
Related Information ("FAS131"). FAS131 requires that financial and
descriptive information be disclosed for each reportable operating
segment based on the management approach. The management approach
focuses on financial information that an enterprise's decision
makers use to assess performance and make decisions about resource
allocations. The statement also prescribes the enterprise-wide
disclosures to be made about products, services, geographic areas
and major customers. The adoption of FAS131 in 1999 did not have a
material impact on the financial statements of the Company.

Pension and Postretirement Benefits

     In 1999, the Company adopted the revised disclosure
requirements of Financial Accounting Statement No. 132, Employers'
Disclosures about Pensions and Other Postretirement Benefits
("FAS132"). FAS132 standardizes the disclosure requirements for
pensions and other postretirement benefits, eliminates certain
disclosures and requires additional information on changes in
benefit obligations and fair values of plan assets. The adoption of
FAS132 did not have a material impact on the financial statements
of the Company.

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 Standards

     In June 1998, the Financial Accounting Standards Board
("FASB") issued Financial Accounting Statement No. 133, Accounting
for Derivative Instruments and Hedging Activities ("FAS133"). The
Company will be required to adopt FAS133 on June 1, 2000. FAS133
establishes accounting and reporting standards for derivative
instruments including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires that the
Company recognize all derivative instruments as either assets or
liabilities in the consolidated balance sheet and measure those
instruments at fair value. The Company has not made a determination
of the impact adoption will have on the financial statements of the
Company.

NOTE 2 -- INVESTMENT SECURITIES

     The amortized cost, gross unrealized gains and losses and fair
value of the investment securities available-for-sale are as
follows:

<TABLE>
<CAPTION>
                                                               May 31, 1999
                                        ------------------------------------------------------------
                                                           Gross           Gross
                                          Amortized     Unrealized      Unrealized
                                            Cost           Gains           Losses       Fair Value
                                        -----------     -----------     -----------     -----------
          <S>                           <C>             <C>             <C>             <C>
          Mutual funds                  $    61,941     $    --         $     --        $    61,941
                                        ===========     ===========     ===========     ===========

</TABLE>
<TABLE>
<CAPTION>
                                                                May 31, 1998
                                        -------------------------------------------------------------
                                                            Gross          Gross
                                           Amortized     Unrealized     Unrealized
                                             Cost           Gains          Losses       Fair Value
                                         -----------     -----------    -----------     -----------
          <S>                            <C>             <C>            <C>             <C>
          Municipal obligations          $   177,700     $    --        $    --         $   177,700
          Mutual funds                     2,899,764          --             --           2,899,764
                                         -----------     -----------    -----------     -----------
               Total                     $ 3,077,464     $    --        $    --         $ 3,077,464
                                         ===========     ===========    ===========     ===========
</TABLE>


     Maturities of investment securities classified as
available-for-sale at May 31, 1999 by contractual maturity are
shown below. Expected maturities will differ from contractual
maturities because borrowers may have the right to recall or prepay
obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                                     Amortized
                                                       Cost      Fair Value
                                                     ---------   ----------
     <S>                                             <C>          <C>
     Investment securities available-for-sale:
       Due within one year                           $ 61,941     $ 61,941
       Due after one year through three years           --           --
       Due after three years through five years         --           --
                                                     --------     --------
            Total                                    $ 61,941     $ 61,941
                                                     ========     ========
</TABLE>


     Proceeds from sales of investment securities available-for-sale
during fiscal 1999 and 1998 were $7,162,973 and
$10,576,211, respectively. Gross losses of $6,792 and gains of $
9,678 for fiscal 1999 and 1998, respectively, were realized on
those sales.


NOTE 3 -- LONG-TERM LIABILITIES

     Long-term liabilities consisted of salary continuation
benefits accrued under the Company's salary continuation plan in
the amounts of $1,579,453 and $1,284,543 at May 31, 1999 and 1998,
respectively.

     Aggregate annual maturities of long-term liabilities within
each of the next five fiscal years following May 31, 1999 are as
follows: 2000 through 2004, $-0-.


NOTE 4 -- INCOME TAXES

     The effective tax rate for continuing operations differs from
the expected tax using statutory rates. A reconciliation between
the expected tax and the actual income tax expense follows:

<TABLE>
<CAPTION>
                                                  1999           1998           1997
                                               ----------     ----------     ----------
     <S>                                       <C>            <C>            <C>
     Tax on income at statutory rates          $  570,000     $1,996,000     $1,809,000
     Increases (decreases) resulting from:
       State income taxes, less Federal
         income tax benefit                        60,000        186,000        166,000
       Tax exempt interest                        (20,000)       (29,000)       (39,000)
       Other -- net                                (7,000)        18,000       (104,000)
                                               ----------     ----------     ----------
               Total                           $  603,000     $2,171,000     $1,832,000
                                               ==========     ==========     ==========
</TABLE>

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

<TABLE>
<CAPTION>
                                         1999          1998
                                     -----------    -----------
     <S>                             <C>            <C>
     Property and equipment          $2,535,505     $2,443,824
     Accrued expenses                  (311,680)      (206,602)
                                     ----------     ----------
               Total                 $2,223,825     $2,237,222
                                     ==========     ==========
</TABLE>

     The income tax effects of changes in temporary differences are
as follows:

<TABLE>
<CAPTION>
                                         1999           1998           1997
                                      ----------     ----------     ----------
     <S>                              <C>            <C>            <C>
     Property and equipment           $   91,000     $  176,500     $  174,000
     Accrued expenses                   (105,000)       (87,500)      (113,000)
                                      ----------     ----------     ----------
       Total                          $  (14,000)    $   89,000     $   61,000
                                      ==========     ==========     ==========
</TABLE>


NOTE 5 -- COMMITMENTS AND CONTINGENCIES

     Rental expenses were $662,565 in 1999, $656,727 in 1998 and
$702,270 in 1997. At May 31, 1999, the Company was obligated under
certain leases (which have not been capitalized) for buildings,
office space and equipment. The following amounts represent future
payment commitments under these leases:

     Years Ending     Buildings and
        May 31,        Office Space     Equipment     Total
     ------------     -------------     ---------    --------
         2000            $17,000        $143,000     $160,000
         2001               --           120,000      120,000
         2002               --            30,000       30,000

     The subsidiary of the company leases equipment for
approximately $25,000 per month from a company which is principally
owned by a major shareholder of Golden Enterprises, Inc. The terms
of these leases are equal to or better than those available from
unaffiliated third parties.

     The subsidiary of the Company entered into a short-term lease
beginning in February, 1999 to lease its airplane to a major
shareholder of Golden Enterprises, Inc. for approximately $20,000
per month. The lease provides for his personal use of the airplane
for up to 100 flight hours per year and is for a term of one year
with automatic annual renewal at the option of either party. The
terms of this lease are equal to or better than those available to
an unrelated third party.

     The Company had letters of credit in the amount of $2,200,000
and $2,189,000 outstanding at May 31, 1999 and May 31, 1998,
respectively, to support the Company's commercial self-insurance
program. The Company pays a commitment fee of 0.375% to maintain
the letters of credit.


NOTE 6 -- 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 its cash accounts primarily with banks
located in Alabama. The total cash balances are insured by the
F.D.I.C. up to $100,000 per bank. The Company had cash balances on
deposit with an Alabama bank at May 31, 1999 that exceeded the
balance insured by the F.D.I.C. in the amount of $1,082,000.

     The Company's trade receivables result primarily from its
snack food operations and reflect a broad customer base, primarily
large grocery 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.


NOTE 7 -- QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

     The following is a summary of the unaudited quarterly results
of operations of the years ended May 31, 1999, 1998 and 1997:

<TABLE>
<CAPTION>
                                                          Per Share
     Quarter         Total Revenues       Net Income      Net Income
     -------         --------------       -----------     ----------
     <S>              <C>                 <C>                <C>
     1999
     ----
     First            $ 31,668,331        $   586,164        $.05
     Second             30,926,099            104,646         .01
     Third              34,080,883            185,177         .01
     Fourth             32,955,169            197,119         .02
                      ------------         ----------        ----
       For the year   $129,630,482         $1,073,106        $.09
                      ============         ==========        ====

     1998
     ----
     First            $ 32,608,207         $1,172,986        $.10
     Second             30,920,499            629,399         .05
     Third              32,577,407            796,083         .06
     Fourth             33,416,681          1,102,091         .09
                      ------------         ----------        ----
       For the year   $129,522,794         $3,700,559        $.30
                      ============         ==========        ====

     1997
     ----
     First            $ 34,345,727         $1,198,974        $.10
     Second             33,066,321            650,002         .05
     Third              35,736,176            471,031         .04
     Fourth             35,565,158          1,167,828         .10
                      ------------         ----------        ----
       For the year   $138,713,382         $3,487,835        $.29
                      ============         ==========        ====

</TABLE>

NOTE 8 -- SUPPLEMENTARY STATEMENT OF INCOME INFORMATION

     The following tabulation gives certain supplementary statement
of income information for continuing operations for the years ended
May 31, 1999, 1998 and 1997:

<TABLE>
<CAPTION>
                                         1999            1998            1997
                                      -----------     -----------     -----------
     <S>                              <C>             <C>             <C>
     Maintenance and repairs          $ 5,939,882     $ 6,133,748     $ 5,328,776
     Depreciation and amortization      3,309,182       3,183,490       2,853,024
     Payroll taxes                      2,769,228       2,737,153       2,867,871
     Advertising costs                 19,132,322      16,747,607      21,202,756

</TABLE>

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

<TABLE>

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

SUPPLEMENTARY FINANCIAL INFORMATION

Selected quarterly financial data for the
fiscal years ended May 31, 1999 and 1998 (unaudited)

(Dollar amounts in thousands, except per share data)

<CAPTION>
                                    First      Second       Third      Fourth
                                   Quarter     Quarter     Quarter     Quarter
                                   -------     -------     -------     -------
<S>                                <C>         <C>         <C>         <C>
1999

Total revenues                     $31,668     $30,926     $34,081     $32,955
                                   =======     =======     =======     =======

Income before income taxes         $   897     $   153     $   292     $   334
                                   =======     =======     =======     =======

Net income                         $   586     $   105     $   185     $   197
                                   =======     =======     =======     =======

Net income per share               $   .05     $   .01     $   .01     $   .02
                                   =======     =======     =======     =======

Cash dividends per share           $   .12     $   .12     $   .06     $   .06
                                   =======     =======     =======     =======

1998

Total revenues                     $32,608     $30,921     $32,577     $33,417
                                   =======     =======     =======     =======

Income before income taxes         $ 1,842     $   968     $ 1,224     $ 1,838
                                   =======     =======     =======     =======

Net income                         $ 1,173     $   630     $   796     $ 1,102
                                   =======     =======     =======     =======

Net income per share               $   .10     $   .05     $   .06     $   .09
                                   =======     =======     =======     =======

Cash dividends per share           $   .12     $   .12     $   .12     $   .12
                                   =======     =======     =======     =======
</TABLE>

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

Not Applicable.


                            PART III

ITEM 10. -- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

ITEM 11. -- EXECUTIVE COMPENSATION

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

ITEM 13. -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     With the exception of a description of Executive Officers
of The Registrant which appears on  page 5 herein, Part III is
omitted because prior to September 28, 1999, the Company will file
a definitive Proxy Statement with the Securities and Exchange
Commission pursuant to Regulation 14A which involves the election
of directors.

                             PART IV

ITEM 14. -- EXHIBITS, FINANCIAL STATEMENT
            SCHEDULES, AND REPORTS ON FORM 8-K

   (a) 1. and 2. LIST OF FINANCIAL STATEMENTS AND FINANCIAL
STATEMENT SCHEDULES

   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 31, 1999 and 1998

   Consolidated Statements of Income -- Years ended May 31, 1999,
1998 and 1997

   Consolidated Statements of Changes in Stockholders' Equity --
Years ended May 31, 1999, 1998 and 1997

   Consolidated Statements of Cash Flows -- Years ended May 31,
1999, 1998 and 1997

   Notes to Consolidated Financial Statements

   The following consolidated financial statements schedule is
included in Item 14(d):

   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.

   3. Exhibits:

      10.1 -- A copy of Lease of Aircraft executed by and between
              Golden Flake Snack Foods, Inc., a wholly-owned
              subsidiary of the Registrant and Sloan Y. Bashinsky,
              Sr.

   (b) Report on Form 8-K -- The Registrant did not file a Form 8-K
report during the last quarter of the period covered by this
report.

   (c) Exhibits. See (a)3. above.

   (d) Financial Statement Schedules. The response to this portion
of Item 14, is submitted under Item 14.(a) 1. and 2. above.

                           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 26, 1999
------------------------------------------           ---------------
       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 26, 1999
--------------------------    Chief Executive
    John S. Stein             Officer and Director

/s/ John H. Shannon           Vice President, Secretary,     August 26, 1999
--------------------------    Principal Financial Officer
    John H. Shannon           and Controller

/s/ F. Wayne Pate             Director                       August 26, 1999
--------------------------
    F. Wayne Pate

                              Director                       August 26, 1999
--------------------------
    Edward R. Pascoe

/s/ John P. McKleroy, Jr.     Director                      August 26, 1999
--------------------------
    John P. McKleroy, Jr.

/s/ James I. Rotenstreich     Director                      August 26, 1999
--------------------------
    James I. Rotenstreich

/s/ John S. P. Samford        Director                     August 26, 1999
---------------------------
    John S. P. Samford

                              Director                     August 26, 1999
---------------------------
    D. Paul Jones, Jr.

/s/ J. Wallace Nall, Jr.      Director                     August 26, 1999
--------------------------
    J. Wallace Nall, Jr.

/s/ Joann F. Bashinsky        Director                     August 26, 1999
---------------------------
    Joann F. Bashinsky

                              Director                     August 26, 1999
----------------------------
    Mark W. McCutcheon

<TABLE>

                           SCHEDULE II

             GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

                VALUATION AND QUALIFYING ACCOUNTS

             Years ended May 31, 1997, 1998 and 1999

<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 31, 1997            $  10,000     $ 145,853     $ 145,853     $  10,000
                                   =========     =========     =========     =========

Year ended May 31, 1998            $  10,000     $  72,527     $   7,527     $  75,000
                                   =========     =========     =========     =========

Year ended May 31, 1999            $  75,000     $ 153,459     $ 117,459     $ 111,000
                                   =========     =========     =========     =========
</TABLE>


                        INDEX TO EXHIBITS

Exhibit Number                                                    Page

  10.1  A copy of Lease of Aircraft executed by and between
        Golden Flake Snack Foods, Inc., a wholly-owned
        subsidiary of the Registrant and Sloan Y. Bashinsky, Sr.    33

                          EXHIBIT 10.1

                        Lease of Aircraft

                        LEASE OF AIRCRAFT

     THIS LEASE OF AIRCRAFT is made effective this 1st day of
February, 1999, by and between GOLDEN FLAKE SNACK FOODS, INC., an
Alabama corporation, whose address is One Golden Flake Drive, P.O.
Box 2447, Birmingham, Alabama 35201 ("Lessor"), and SLOAN Y.
BASHINSKY, SR., a resident of the State of Alabama, whose address
is 3432 Briarcliff Road East, Birmingham, Alabama 35223 ("Lessee").

     1.     Lessor hereby leases to Lessee, and Lessee leases from
Lessor, subject to the therms and conditions set forth, the
following described aircraft:

     Manufacturer       Type        Registration and/or Serial Number
     ------------       ----        ---------------------------------
     Cessna          Citation II     N 200GF/550-0556

     Together with all equipment and accessories attached thereto
or used in connection therewith (collectively the "Aircraft").

     2.     Lessor hereby leases the Aircraft to Lessee for the
personal use by Lessee.

     3.     The term of this Lease is from February 1, 1999 to
January 31, 2000, and shall automatically renew annually
thereafter, unless Lessor or Lessee submits written notice to the
other party of that party's intention to not renew this Lease not
later than thirty (30) days prior to the expiration of the
then-current Lease term.

     4.     In consideration of this Lease of Aircraft Lessee
covenants, warrants and agrees as follows:

     (a)     Lease Payments. Lessee shall pay to Lessor for the
non-exclusive possession and use of the Aircraft for up to one
hundred (100) flight hours per year, the sum of Twenty Thousand and
no/100 Dollars ($20,000) per month, payable on the last day of each
month of the Lease term. Lessor acknowledges receipt of the
February 1999 lease payment.

     (b)     Lessee Shall Furnish Flight Crew. Lessee agrees that
he shall furnish at his sole cost and expenses a flight crew for
each flight of the airplane used by him consisting of a duly
licensed pilot and co-pilot.

     (c)     Use of Aircraft. Lessee shall safely and carefully use
the Aircraft, and not sell or attempt to sell, remove or attempt to
remove the same or any part thereof from the continental states of
the United States.

     (d)     Lessee understands and agrees that Lessee's right to
use the Aircraft at a given time must be coordinated with Lessor.
Lessor shall retain the right to use the Aircraft for business
purposes and to lease the Airplane to third parties for personal
and/or business use.

     (e)     No Liens. Lessee agrees that he will not attempt to
convey or  mortgage or create any lien of any kind or character
against the Aircraft or do anything or take any action that might
mature into such alien. Lessee understands and agrees that this
Lease shall not transfer any interest in the Aircraft to Lessee,
and that this Lease is not intended as a security instrument or
security agreement.

     (f)     Compliance with Laws, etc. Lessee shall, during the
term of this Lease while in possession of the Aircraft and until
return and delivery of the Aircraft to Lessor, abide by and conform
to all laws and governmental and airport orders, rules and
regulations, including any future amendments thereto, controlling
or in any manner affecting the operation, use or occupancy of the
Aircraft or use of airport premises by the Aircraft.

     (g)     Condition of Aircraft. Lessee accepts the Aircraft in
its present condition.

     (h)     Indemnity. Lessee shall be responsible for and liable
to Lessor for, and shall indemnify Lessor against, any and all
damage to the Aircraft which occurs from the willful misconduct or
gross negligence of Lessee during the term of this Lease while the
Aircraft is in the possession or control of Lessee.

     (i)     Remedies upon Breach. Lessee agree that if he violates
any of the aforesaid covenants, terms and conditions, Lessor may,
at its sole option without notice to Lessee or others, terminate
this Lease and take possession of said Aircraft wherever found.

     (j)     Lessee's Cooperation. Lessee agrees to cooperate with
Lessor in the execution and filing of all documents Lessor deems
necessary or desirable to fulfilling the objectives of this Lease.

     (k)     No Assignment by Lessee. Lessee shall not assign this
Lease without the prior written consent of Lessor. Lessee is
prohibited and shall not charge any third party for the use of the
Aircraft.

     5.     In consideration for this Lease of Aircraft, Lessor
covenants, warrants, and agrees as follows:

     (a)     Lessee may have the use of the Airplane for up to 100
flight hours per year during the term of this Lease.

     (b)     Taxes and Fees. Lessor shall pay all taxes,
assessments, charges and fees on the Aircraft or its domestic use
imposed by federal, state, municipal or other public or airport
authority.

     (c)     Insurance. Lessor shall maintain hull and liability
insurance on the Aircraft in amounts and with such companies as
shall be reasonably acceptable to Lessor and Lessee which shall
name Lessee as an additional insured. Notwithstanding the
foregoing, Lessor shall be entitled to reimbursement by Lessee for
damage to the Aircraft resulting from the willful misconduct or
gross negligence of Lessee, his agents, employees, invitees, and
licensees.

     (d)     Maintenance and Compliance with Laws. Lessor shall
maintain the Aircraft in an airworthy condition and shall abide by
and conform to, and cause others to abide by and conform to, all
laws and governmental and airport orders, rules and regulations,
including any future amendments thereto, controlling or in any
manner affecting operation, use or occupancy of the Aircraft or use
of airport premises by the Aircraft.

     6.     Miscellaneous.

     (a)     Notices. Any notice required or permitted to be
delivered hereunder shall be deemed received when sent by United
States Mail, postage prepaid, certified mail, return receipt
requested, addressed to Lessor or Lessee as the case may require at
the addresses stated above.

     (b)     Laws to Apply. This Contract shall be construed under
and in accordance with the laws of the State of Alabama.

     (c)     Parties Bound. This Contract shall be binding upon and
inure to the benefit of the parties hereto and their respective
heirs, personal representatives, successors and assigns.

     (d)     Prior Agreements Superseded. This Contract constitutes
the sole and only agreement of the parties hereto and supersedes
any prior understandings or written or oral agreements between the
parties respecting the Aircraft.

     (e)     Relation of Parties. Nothing herein contained shall be
construed to create a relationship of third party beneficiary
hereof or joint venture or any association or other such
relationship between Lessor and Lessee except that of Lessor and
Lessee.

     (f)     Captions. The paragraph headings or captions appearing
in this Lease are for convenience only, are not a part of this
Lease and are not to be considered in interpreting this Lease.

     7.     Truth-in-Leasing Clause.

     (a)     The Lessor hereby represents and warrants that the
Aircraft has been maintained and inspected during the 12 months
preceding the date and execution of this Lease under Federal
Aviation Regulations Part 91. Lessor hereby certifies that the
Aircraft is currently, and shall at all times during the term of
this Lease remain, in compliance with the applicable Federal
Aviation Regulations maintenance and inspection requirements for
the operation to be conducted under this Lease.

     (b)     The name and address and the signature of the person
responsible for operational control of the Aircraft under this
Lease is as follows:

             Name:     Don Brown
                       (Chief Pilot for Lessor)

          Address:     One Golden Flake Drive
                       Birmingham, Alabama 35233

     Don Brown, by affixing his signature below, hereby certifies
that he understands his responsibilities for compliance with
applicable Federal Aviation Regulations.

                                             /s/ Don W. Brown
                                             ----------------
                                                 Don Brown

     (c)     Lessor and Lessee acknowledge that an explanation of
factors bearing on operational control and pertinent Federal
Aviation Regulations can be obtained from the nearest Federal
Aviation Administration (FAA) Flight Standards district office.

     IN WITNESS WHEREOF, the parties have hereunto set their hands
and seals on the date first above written.

                                LESSOR:
                                GOLDEN FLAKE SNACK FOODS, INC.
                                By: /s/ Mark W. McCutcheon
                                    ----------------------
                                    Its: President

                                LESSEE:
                                /s/ Sloan Y. Bashinsky, Sr.    L.S.
                                ----------------------------------
                                    Sloan Y. Bashinsky, Sr.

                 [ACKNOWLEDGMENTS ON NEXT PAGE]

STATE OF ALABAMA     )
JEFFERSON COUNTY     )

     I, the undersigned Notary Public, in and for said County, in
said State, hereby certify that Mark W. McCutcheon whose name as
President of GOLDEN FLAKE SNACK FOODS, INC., an Alabama
corporation, is signed to the foregoing agreement, and who is known
to me, acknowledged before me on this day that, being informed of
the contents of said agreement, he/she as such officer, and with
full authority, executed the same voluntarily, as an act of said
corporation.

     Given under my hand and official seal, this the 12th day of
August, 1999.

                               /s/ Patricia R. Townsend
                               ---------------------------------
                               NOTARY PUBLIC
                               My Commission Expires: 12/27/2000

STATE OF ALABAMA     )
JEFFERSON COUNTY     )

     I, the undersigned Notary Public, in and for said County, in
said State, hereby certify that SLOAN Y. BASHINSKY, SR., whose name
is signed to the foregoing agreement, and who is known to me,
acknowledged before me on this day that, being informed of the
contents of said agreement he executed the same voluntarily on the
day the same bears date.

     Given under my hand and official seal, this the 12th day of
August, 1999.

                               /s/ Patricia R. Townsend
                               ---------------------------------
                               NOTARY PUBLIC
                               My Commission Expires: 12/27/2000