EXHIBIT 31.2

                  CERTIFICATION BY PATTY TOWNSEND PURSUANT TO
                 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,  Patty  Townsend,  certify  that:

1.  I  have reviewed this Annual Report on Form 10-K of Golden Enterprises, Inc.
("registrant"),  for  the  fiscal  year  ended  May  28,  2010;

2.  Based  on my knowledge, this report does not contain any untrue statement of
a  material  fact  or  omit  to  state  a  material  fact  necessary to make the
statements  made, in light of the circumstances under which such statements were
made,  not  misleading  with  respect  to  the  period  covered  by this report;

3.  Based  on  my  knowledge,  the  financial  statements  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of,  and  for,  the  periods  presented  in  this  report;

4.  The  registrant's  other  certifying  officer(s)  and  I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting  (as  defined  in  Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant  and  have:

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
disclosure  controls  and  procedures  to  be designed under our supervision, to
ensure  that  material  information  relating  to  the registrant, including its
consolidated  subsidiaries, is made known to us by others within those entities,
particularly  during  the  period  in  which  this  report  is  being  prepared;

     (b) Designed such internal control over financial reporting, or caused such
internal  control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and  the preparation of financial statements for external purposes in accordance
with  generally  accepted  accounting  principles;

     (c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures  and presented in this report our conclusions about the effectiveness
of  the  disclosure controls and procedures, as of the end of the period covered
by  this  report  based  on  such  evaluation;  and

     (d)  Disclosed  in  this  report  any  change  in the registrant's internal
control  over  financial  reporting  that  occurred during the registrant's most
recent  fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual  report)  that  has  materially  affected,  or  is  reasonably  likely to
materially  affect,  the registrant's internal control over financial reporting;
and

5.  The  registrant's other certifying officer(s) and I have disclosed, based on
our  most recent evaluation of internal control over financial reporting, to the
registrant's  auditors  and  the  audit  committee  of the registrant's board of
directors  (or  persons  performing  the  equivalent  function):

     (a)  all  significant deficiencies and material weaknesses in the design or
operation  of  internal  control  over  financial reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize  and  report  financial  information;  and

     (b)  any  fraud, whether or not material, that involves management or other
employees  who have a significant role in the registrant's internal control over
financial  reporting.

Date:  August 20, 2010

/s/Patty Townsend
-----------------
Patty Townsend
Vice-President and Chief Financial Officer


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