FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly (thirteen and thirty-nine weeks) period ended March 2, 2007
                                                                -------------

                                       OR

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

For the transition period from                         to
                                 -----------------------------------------------

Commission file number                               0-4339
                                 -----------------------------------------------


                            GOLDEN ENTERPRISES, INC.
                            ------------------------

             (Exact name of registrant as specified in its charter)

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

        One Golden Flake Drive
          Birmingham, Alabama                                     35205
----------------------------------------                       ------------
(Address of Principle Executive Offices)                        (Zip Code)

                                 (205) 458-7316
              (Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer       Accelerated filer       Non-accelerated filer  X
                       ----                    -----                        ----

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes ( ) No (X)

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of March 30, 2007.

                                                            Outstanding at
             Class                                          March 30, 2007
             -----                                          --------------
Common Stock, Par Value $0.66 2/3                              11,835,330

<PAGE>


                            GOLDEN ENTERPRISES, INC.

                                      INDEX

Part I.   FINANCIAL INFORMATION                                         Page No.

Item 1    Financial Statements (unaudited)

          Condensed Consolidated Balance Sheets
          March 2, 2007 (unaudited) and June 2, 2006                        3

          Condensed Consolidated Statements of Operations (unaudited)
          Thirteen and Thirty-Nine Weeks Ended March 2, 2007 and
          March 3, 2006                                                     4

          Condensed Consolidated Statements of Cash Flows
          (unaudited)- Thirty-Nine Weeks Ended March 2, 2007 and
          March 3, 2006                                                     5

          Notes to Condensed Consolidated Financial
          Statements (unaudited)                                            7

          Report of Independent Registered Public Accounting Firm          10

Item 2    Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                        11

Item 3    Quantitative and Qualitative Disclosure About Market Risk        15

Item 4    Controls and Procedures                                          16

Part II.  OTHER INFORMATION                                                16

Item 1    Legal Proceedings                                                16

Item 1-A  Risk Factors                                                     16

Item 2    Unregistered Sales of Equity Securities and Use of Proceeds      16

Item 3    Defaults Upon Senior Securities                                  16

Item 4    Submission of Matters to a Vote of Security Holders              17

Item 5    Other Information                                                17

Item 6    Exhibits                                                         17

                                       2
<PAGE>


                          PART I. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                   (Unaudited)       (Audited)
                                                     March 2,         June 2,
                                                       2007            2006
                                                  --------------  --------------
                                     ASSETS
CURRENT ASSETS
  Cash and cash equivalents                       $     373,709   $     321,627
  Receivables, net                                    7,828,168       8,363,356
  Notes receivable, current                              56,979          53,672
  Inventories:
    Raw materials and supplies                        1,535,263       1,425,605
    Finished goods                                    3,111,960       2,850,466
                                                  --------------  --------------
                                                      4,647,223       4,276,071
                                                  --------------  --------------

  Prepaid expenses                                    2,101,708       1,608,459
  Deferred income taxes                                 669,976         669,976
                                                  --------------  --------------
    Total current assets                             15,677,763      15,293,161
                                                  --------------  --------------

  Property, plant and equipment, net                 13,231,570      13,583,051
  Long-term note receivable                           1,673,599       1,716,756
  Other assets                                        2,970,573       3,135,114
                                                  --------------  --------------

                                                  $  33,553,505   $  33,728,082
                                                  ==============  ==============

                      LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
  Checks outstanding in excess of bank balances   $   2,806,732   $   2,619,026
  Accounts payable                                    2,059,562       2,210,026
  Accrued income taxes                                   95,483         509,318
  Other accrued expenses                              4,485,906       4,727,753
  Salary continuation plan                              119,471         112,536
  Note payable - current                                458,787         750,177
  Line of credit outstanding                          1,871,185         313,923
                                                  --------------  --------------

    Total current liabilities                        11,897,126      11,242,759
                                                  --------------  --------------

LONG-TERM LIABILITIES

  Note payable - non-current                                  -         253,618
  Salary continuation plan                            1,603,081       1,661,363
                                                  --------------  --------------
Total long-term liabilities                           1,603,081       1,914,981
                                                  --------------  --------------

DEFERRED INCOME TAXES                                   854,028         854,028
                                                  --------------  --------------

STOCKHOLDER'S EQUITY
  Common stock - $.66-2/3 par value:
  35,000,000 shares authorized
  Issued 13,828,793 shares                            9,219,195       9,219,195
  Additional paid-in capital                          6,497,954       6,497,954
  Retained earnings                                  14,159,715      14,676,759
                                                  --------------  --------------
                                                     29,876,864      30,393,908
  Less: Cost of common shares in treasury
   (1,993,463 at March 2, 2007 and June 2, 2006)    (10,677,594)    (10,677,594)
                                                  --------------  --------------

    Total stockholder's equity                       19,199,270      19,716,314
                                                  --------------  --------------

      Total                                       $  33,553,505   $  33,728,082
                                                  ==============  ==============

     See Accompanying Notes to Condensed Consolidated Financial Statements


                                       3
<PAGE>

<TABLE>
<CAPTION>
<S>     <C>                                  <C>            <C>            <C>            <C>
                                      GOLDEN ENTERPRISES, INC. AND SUDSIDIARY
                           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                             ----------------------------------------------------------
                                               Thirteen       Thirteen      Thirty-Nine    Thirty-Nine
                                                 Weeks          Weeks          Weeks          Weeks
                                                 Ended          Ended          Ended          Ended
                                                 3/2/07         3/3/06         3/2/07         3/3/06
                                             ----------------------------------------------------------

Net sales                                    $ 27,124,000   $ 26,819,759   $ 81,545,150   $ 78,281,710
Cost of sales                                  14,099,930     14,214,526     43,006,828     42,243,972
                                             -------------  -------------  -------------  -------------
Gross Margin                                   13,024,070     12,605,233     38,538,322     36,037,738

Selling, General and Administrative Expenses   12,244,243     11,872,534     37,800,794     35,926,656
                                             -------------  -------------  -------------  -------------
  Operating Income                                779,827        732,699        737,528        111,082
                                             -------------  -------------  -------------  -------------

Other income (expenses):
  Investment income                                35,094         35,896        106,497        109,724
  Gain on sale of assets                          213,728         47,847        249,638        146,801
  Other income                                     13,637         39,050         37,847         67,313
  Interest expense                                (73,321)       (78,492)      (192,483)      (217,680)
                                             -------------  -------------  -------------  -------------
   Total other income (expenses)                  189,138         44,301        201,499        106,158
                                             -------------  -------------  -------------  -------------

   Income before income taxes                     968,965        777,000        939,027        217,240
   Income taxes                                   357,537        286,703        346,504         80,216
                                             -------------  -------------  -------------  -------------
   Net income                                $    611,428   $    490,297   $    592,523   $    137,024
                                             =============  =============  =============  =============

   PER SHARE OF COMMON STOCK
     Basic Earnings Per Share                $       0.05   $       0.04   $       0.05   $       0.01
     Diluted Earnings Per Share              $       0.05   $       0.04   $       0.05   $        0.01

   Weighted average number of common stock
    share outstanding:
     Basic                                     11,835,330     11,835,330     11,835,330     11,835,330
     Diluted                                   11,835,330     11,835,330     11,835,330     11,837,696

   Cash dividends paid per share of common
    stock                                    $     0.0313   $     0.0313   $     0.0938   $     0.0938


     See Accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>

                                       4
<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


                                                   Thirty-Nine     Thirty-Nine
                                                   Weeks Ended     Weeks Ended
                                                  March 2, 2007   March 3, 2006
                                                  --------------  --------------

CASH FLOWS FROM OPERATING ACTIVITIES

  Cash received from customers                    $  82,080,338   $  78,142,658
  Interest income                                       106,497         109,724
  Rental income                                          26,401          28,599
  Miscellaneous income                                   11,446          38,714
  Cash paid to suppliers & employees                (42,334,444)    (42,231,437)
  Cash paid for operating expenses                  (37,924,555)    (35,878,200)
  Income taxes (paid)/received                         (760,339)        200,587
  Interest expenses paid                               (192,483)       (217,680)
                                                  --------------  --------------
  Net cash from operating activities                  1,012,861         192,965


CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of property, plant and equipment          (1,398,184)     (1,206,006)
  Proceeds from sale of property, plant and
   equipment                                            307,163         167,116
  Collection of notes receivable                         39,850          36,796
                                                  --------------  --------------
  Net cash used in investing activities              (1,051,171)     (1,002,094)


CASH FLOWS FROM FINANCING ACTIVITIES

  Debt proceeds                                      16,811,368      16,334,046
  Debt repayments                                   (15,799,114)    (16,082,787)
  Change in checks outstanding in excess of bank
   balances                                             187,706       1,616,363
  Cash dividends paid                                (1,109,568)     (1,109,568)
                                                  --------------  --------------
  Net cash provided by financing activities              90,392         758,054


Net change in cash and cash equivalents                  52,082         (51,075)
Cash and cash equivalents at beginning of period        321,627         371,204
                                                  --------------  --------------
Cash and cash equivalents at end of period        $     373,709   $     320,129
                                                  ==============  ==============


     See Accompanying Notes to Condensed Consolidated Financial Statements

                                       5
<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - CONTINUED

       RECONCILIATION OF NET INCOME TO NET CASH FROM OPERATING ACTIVITIES
         FOR THE THIRTY-NINE WEEKS ENDED MARCH 2, 2007 AND MARCH 3, 2006


                                                    Thirty-Nine     Thirty-Nine
                                                    Weeks Ended     Weeks Ended
                                                   March 2, 2007   March 3, 2006
                                                   -------------   -------------

Net Income                                         $    592,523    $    137,024
 Adjustments to reconcile net income to net cash
  provided by operating activities:
 Depreciation and amortization                        1,692,139       1,730,239
 Gain on sale of property and equipment                (249,638)       (146,801)

Changes in operating assets and liabilities:
 Change in receivables - net                            535,188        (139,052)
 Change in inventories                                 (371,152)       (328,804)
 Change in prepaid expenses                            (493,249)        324,248
 Change in other assets                                 164,543          12,352
 Change in accounts payable                            (150,464)       (891,171)
 Change in accrued expenses                            (241,847)       (456,417)
 Change in salary continuation                          (51,347)        (48,653)
 Change in accrued income taxes                        (413,835)              -
                                                   -------------   -------------

 Net cash provided by operating activities         $  1,012,861    $    192,965
                                                   =============   =============


     See Accompanying Notes to Condensed Consolidated Financial Statements

                                       6
<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


1.   The accompanying  unaudited condensed  consolidated financial statements of
     Golden  Enterprises,  Inc. (the "Company") have been prepared in accordance
     with  accounting  principles  generally  accepted  in the United  States of
     America (GAAP) for interim financial  information and with the instructions
     to Form 10-Q and Article 10 to  Regulation  S-X.  Accordingly,  they do not
     include  all  information  and  footnotes  required  by GAAP  for  complete
     financial  statements.  In  the  opinion  of  management,  all  adjustments
     consisting of normal  recurring  accruals  considered  necessary for a fair
     presentation  have been  included.  For further  information,  refer to the
     consolidated  financial  statements  and  footnotes  included in the Golden
     Enterprises, Inc. and subsidiary ("the Company") Annual Report on Form 10-K
     for year ended June 2, 2006.

2.   The  consolidated  results of operations  for the  thirty-nine  weeks ended
     March 2, 2007 are not necessarily  indicative of the results to be expected
     for the fifty-two week fiscal year ending June 1, 2007.

3.   The following tables summarize the prepaid assets accounts:

                                                    Prepaid Breakdown


                                                     Thirty-Nine    Thirty-Nine
                                                     Weeks Ended    Weeks Ended
                                                    March 2, 2007  March 3, 2006
                                                    -------------  -------------

Truck Shop Supplies                                 $    689,097   $    635,623
Insurance Deposit                                        227,640        242,517
Slotting Fees                                            239,541        304,017
Deferred Advertising Fees                                197,494        181,012
Prepaid Insurance                                        477,494        423,310
Prepaid Taxes/Licenses                                   183,839        241,521
Prepaid Dues/Supplies                                     64,099         55,770
Other                                                     22,504         28,730
                                                    -------------  -------------

                                                    $  2,101,708   $  2,112,500
                                                    =============  =============

4.   The principal raw materials used in the  manufacture of the Company's snack
     food  products  are  potatoes,  corn,  vegetable  oils and  seasoning.  The
     principal supplies used are flexible film, cartons,  trays, boxes and bags.
     These raw  materials  and  supplies  are  generally  available  in adequate
     quantities  in the open  market from  sources in the United  States and are
     generally contracted up to a year in advance.

5.   In June 2006, the Financial  Accounting  Standards Board (FASB) issued FASB
     Interpretation  No. 48,  "Accounting  For  Uncertainty in Income Taxes - an
     Interpretation  of FASB Statement  109",  (FIN 48). FIN 48 is effective for
     fiscal years  beginning  after  December 15, 2006.  We are  evaluating  the
     impact  that  FIN 48 will  have on our  financial  conditions,  results  of
     operation  and cash flows.  FIN 48 will be adopted in the first  quarter of
     the fiscal year ended May 30,  2008 and is not  expected to have a material
     impact on our results of operations or financial positition.

                                       7
<PAGE>


6.   Beginning June 3, 2006, we adopted SFAS No. 123 (R),  "Share-Based Payment"
     which  requires  measurement of the cost of employee  services  received in
     exchange for an award of an equity  instrument  based on the fair value and
     the date of grant of the award.

     Prior to our  adoption  of SFAS No. 123 (R),  we applied APB Opinion No. 25
     "Accounting  for Stock Issued to Employees" in accounting  for stock option
     plans. SFAS No. 123, "Accounting for Stock-Based  Compensation," as amended
     by SFAS No. 148, "Accounting for Stock-Based  Compensation - Transition and
     Disclosure,"   required  the  Company  to  provide  pro  forma  information
     regarding net income (loss) as if the  compensation  cost for the Company's
     stock option plans had been  determined in  accordance  with the fair value
     based method  prescribed in SFAS No. 123. To provide the required pro forma
     information,  the Company  estimated the fair value of each stock option at
     the grant date by using the Black-Scholes option-pricing model.

     We adopted  the  "modified  prospective  method" in  adopting  SFAS 123 (R)
     described  in FASB No. 148,  "Accounting  for  Stock-Based  Compensation  -
     Transition and Disclosure", and prior amounts have not been restated. As of
     June 3, 2006, all outstanding options were fully vested.  Additionally,  no
     options  were  granted  during the  thirty-nine  week period ended March 2,
     2007.  The  adoption of SFAS 123 (R) did not have a material  effect on the
     current period financial  position,  results of operations,  or cash flows.
     Statement  123 (R) also  requires  that the benefits of tax  deductions  in
     excess of recognized compensation cost be reported as a financing cash flow
     rather than an operating  cash flow as required  under current  literature.
     This  requirement  will reduce net  operating  cash flows and  increase net
     financing  cash flows in periods  after the  effective  date.  The  company
     cannot  estimate  what those  amounts  will be in the future  because  they
     depend on, among other things, when employees exercise stock options.

     For further  information  regarding  our  Incentive  Stock  Option plans in
     effect  including   share-based  payment   arrangements,   the  number  and
     weighted-average  exercise prices for outstanding  options,  and the number
     and  weighted-average  grant-date  fair  value  refer  to the  consolidated
     financial statements and footnotes included in the Golden Enterprises, Inc.
     and  subsidiary  ("the  Company")  Annual  Report on Form 10-K for the year
     ended June 2, 2006.

7.   The following table provides a  reconciliation  of the denominator  used in
     computing  basic  earnings per share to the  denominator  used in computing
     diluted  earnings per share for the  thirty-nine  weeks ended March 2, 2007
     and March 3, 2006:

                                                     Thirty-Nine    Thirty-Nine
                                                     Weeks Ended    Weeks Ended
                                                    March 2, 2007  March 3, 2006
                                                    ----------------------------

Weighted average number of common shares used in
 computing basic earnings per share                   11,835,330     11,835,330

Effect of dilutive stock options                               0          2,366
                                                    -------------  -------------

Weighted average number of common shares and
 dilutive potential common stock used in computing
 dilutive earnings per share                          11,835,330     11,837,696

Stock options excluded from the above reconciliation
 because they are anti-dilutive                          369,000        329,000
                                                    =============  =============

                                       8
<PAGE>


8.   The  following  table shows the effect on net income and earnings per share
     for the thirteen and thirty-nine weeks ended March 3, 2006 had compensation
     expense been  recognized  based upon the estimated  fair value on the grant
     date of awards,  in  accordance  with SFAS 123,  as amended by SFAS No. 148
     "Accounting  for  Stock-Based  Compensation - Transition  and  Disclosure":

                                                    -------------  -------------
                                                      Thirteen      Thirty-Nine
                                                        Weeks          Weeks
                                                        Ended          Ended
                                                      3/3/2006        3/3/2006
                                                    -------------  -------------

Net income as reported                              $    490,297   $    137,024

Stock based compensation costs, net of income tax,
 that would have been included in net income if the
 fair value method had applied                            (2,615)        (7,844)
                                                    -------------  -------------

Pro-forma net income                                $    487,682   $    129,180
                                                    =============  =============

Income per share as reported-basic                  $       0.04   $       0.01
Income per share as reported-diluted                $       0.04   $       0.01
Pro-forma income per share-basic                    $       0.04   $       0.01
Pro-forma income per share-diluted                  $       0.04   $       0.01

9.   The interest rate on the Company's note payable is reset monthly to reflect
     the 30 days  LIBOR  rate.  Consequently,  the  carrying  value  of the note
     payable  approximates  fair value.  The interest  rate at March 2, 2007 was
     7.07%  compared  to 6.31% at March 3, 2006.  The  Company's  notes  payable
     decreased by $721,520 compared to a decrease of $697,727 last year.

10.  The Company has a letter of credit in the amount of $2,668,846  outstanding
     at March 2, 2007,  compared to  $3,084,365  at March 3, 2006, a decrease of
     $415,519.   The  letter  of  credit   supports  the  Company's   commercial
     self-insurance program.

11.  Currently,  the Company has a  line-of-credit  agreement  with a local bank
     that  permits  borrowing  up to $2 million,  compared to $2 million at this
     time last year. The  line-of-credit  is subject to the Company's  continued
     credit  worthiness  and  compliance  with the terms and  conditions  of the
     advance application.  The Company's line-of-credit debt as of March 2, 2007
     was  $1,871,185  with an interest  rate of 8.25%,  leaving the Company with
     $128,815 of credit  availability.  The Company's  line-of-credit debt as of
     March 3, 2006 was  $1,297,137  with an interest rate of 7.50%,  leaving the
     Company with $702,863 of credit availability.

12.  The Company's  financial  instruments that are exposed to concentrations of
     credit risk consist primarily of cash equivalents and trade receivables.

     The  Company  maintains  deposit  relationships  with high  credit  quality
     financial  institutions.  The Company's trade receivables  result primarily
     from its snack food operations and reflect a broad customer base, primarily
     large grocery store chains located in the Southeastern  United States.  The
     Company routinely  assesses the financial  strength of its customers.  As a
     consequence, concentrations of credit risk are limited.

     The Company's notes receivable require  collateral and management  believes
     they are well secured.


                                       9
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


We have reviewed the accompanying  interim  consolidated balance sheet of Golden
Enterprises,  Inc. and  subsidiary  as of March 2, 2007 and the related  interim
consolidated   statements  of  income  and  cash  flows  for  the  thirteen  and
thirty-nine  week  period  then  ended.  These  financial   statements  are  the
responsibility of the Company's management.

We conducted our review in accordance  with standards  established by the Public
Accounting  Oversight  Board  (United  States).  A review of  interim  financial
statements consists  principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with the  standards  of the  Public  Company  Accounting  Oversight  Board,  the
objective of which is the  expressions  of an opinion  regarding  the  financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements for them to be in conformity
with accounting principles generally accepted in the United States of America.

We  previously  audited in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States), the consolidated balance sheet as of
June 2, 2006 and the related consolidated  statements of operations,  changes in
stockholders'  equity  and cash  flows  for the  fiscal  year  then  ended  (not
presented  herein),  and in our  report  dated  July 24,  2006 we  expressed  an
unqualified opinion on those consolidated financial statements.  In our opinion,
the information set forth in the  accompanying  condensed  consolidated  balance
sheet as of June 2, 2006, is fairly stated in all material  respects in relation
to the consolidated balance sheet from which it has been derived.




Birmingham, Alabama
April 6, 2007                          DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP


                                       10
<PAGE>


                                     ITEM 2
                                     ------

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The purpose of this discussion is to provide additional information about Golden
Enterprises,  Inc., its financial  condition and the results of its  operations.
Readers  should  refer  to  the  consolidated  financial  statements  and  other
financial  data  presented  throughout  this  report  to  fully  understand  the
following discussion and analysis.

OVERVIEW

The Company  manufactures  and  distributes a full line of snack items,  such as
potato chips,  tortilla  chips,  corn chips,  fried pork skins,  baked and fried
cheese  curls,  onion  rings and puff corn.  The  products  are all  packaged in
flexible bags or other suitable wrapping material. The Company also sells a line
of cakes and cookie items, canned dips, pretzels, peanut butter crackers, cheese
crackers, dried meat products and nuts packaged by other manufacturers using the
Golden Flake label.

No single  product or product line  accounts for more than 50% of the  Company's
sales,  which  affords  some  protection  against  loss of volume  due to a crop
failure of major agricultural raw materials. Raw materials used in manufacturing
and  processing  the  Company's  snack food  products are  purchased on the open
market and under  contract  through  brokers and directly from growers.  A large
part of the raw materials used by the Company consists of farm commodities which
are  subject to  precipitous  changes in supply and price.  Weather  varies from
season to season and directly affects both the quality and supply available. The
Company has no control of the agricultural  aspects and its profits are affected
accordingly.

The  Company  sells  its  products  through  its  own  sales   organization  and
independent  distributors to commercial  establishments  that sell food products
primarily in the  Southeastern  United  States.  The  products  are  distributed
through the independent distributors and approximately 430 route representatives
who are supplied with selling inventory by the Company's  trucking fleet. All of
the route  representatives  are  employees of the Company and use the  Company's
direct-store delivery system.

BASIS OF PRESENTATION

The Company's  discussion and analysis of its financial condition and results of
operations  are based upon the  accompanying  unaudited  condensed  consolidated
financial  statements,  which have been prepared in accordance  with  accounting
principles generally accepted in the United States of America (GAAP) for interim
financial  information and with the  instructions to Form 10-Q and Article 10 to
Regulation S-X.  Accordingly,  they do not include all information and footnotes
required  by  GAAP  for  complete  financial  statements.   In  the  opinion  of
management,  all adjustments  consisting of normal recurring accruals considered
necessary for a fair presentation have been included.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company's  discussion and analysis of its financial condition and results of
operations  are  based  upon  the  Company's  unaudited  condensed  consolidated
financial  statements.  The  preparation of which, in conformity with accounting
principles  generally  accepted  in  the  United  States  of  America,  requires
management  to make  estimates  and  assumptions  that in certain  circumstances
affect amounts reported in the consolidated  financial statements.  In preparing
these financial statements, management has made its best estimates and judgments
of  certain   amounts   included  in  the  financial   statements,   giving  due
considerations  to  materiality.  The Company does not believe  there is a great
likelihood that materially  different  amounts would be reported under different
conditions or using  different  assumptions  related to the accounting  policies
described below. However,  application of these accounting policies involves the
exercise of judgment and use of assumptions as to future uncertainties and, as a
result, actual results could differ from these estimates.

                                       11
<PAGE>


The Company believes the following to be critical accounting policies.  That is,
they are both  important to the portrayal of the Company's  financial  condition
and results and they require  management to make  judgments and estimates  about
matters that are inherently uncertain.

Revenue Recognition

The  Company  recognizes  sales and related  costs upon  delivery or shipment of
products  to its  customers.  Sales are  reduced by returns  and  allowances  to
customers.

Accounts Receivable

The Company  records  accounts  receivable  at the time  revenue is  recognized.
Amounts for bad debt expense are recorded in selling, general and administrative
expenses  on the  Consolidated  Statements  of  Operations.  The  amount  of the
allowance  for  doubtful  accounts  is based  on  management's  estimate  of the
accounts  receivable amount that is uncollectible.  Management records a general
reserve based on analysis of historical  data. In addition,  management  records
specific reserves for receivable  balances that are considered  high-risk due to
known facts  regarding  the  customer.  The  allowance for bad debts is reviewed
quarterly, and it is determined whether the amount should be changed. Failure of
a major customer to pay the Company amounts owed could have a material impact on
the financial  statements of the Company.  At March 2, 2007 and June 2, 2006 the
Company had accounts receivables in the amount of $7,828,168 and $8,363,356, net
of an allowance for doubtful accounts of $114,249 and $133,422, respectively.

The following  table  summarizes  the  Company's  customer  accounts  receivable
profile as of March 2, 2007:

                  Amount Range                                  No. of Customers
                  ------------                                  ----------------

Less than $1,000.00 ...............................                    1,251
$1,001.00-$10,000.00 ..............................                      544
$10,001.00-$100,000.00 ............................                      109
$100,001.00-$500,000.00 ...........................                        8
$500,001.00-$1,000,000.00 .........................                        1
$1,000,001.00-$2,500,000.00 .......................                        0
                                                                      -------

Total All Accounts.................................                    1,913
                                                                      =======

Inventories

Inventories  are stated at the lower of cost or market.  Cost is computed on the
first-in, first-out method.

Accrued Expenses

Management  estimates  certain expenses in an effort to record those expenses in
the  period  incurred.  The  most  significant  estimates  relate  to  a  salary
continuation   plan  for  certain  key   executives  of  the  Company,   and  to
insurance-related   expenses,   including   self-insurance.   The   Company   is
self-insured  for certain  casualty  losses  relating to  automobile  liability,
general liability,  workers'  compensation,  property losses and medical claims.
The Company also has stop loss coverage to limit the exposure arising from these
claims.  Automobile liability,  general liability,  workers'  compensation,  and
property  losses costs are covered by letters of credit with the Company's claim
administrators.

The Company  uses a  third-party  actuary to  estimate  the  casualty  insurance
obligations  on an annual basis.  In  determining  the ultimate loss and reserve
requirements,   the  third-party  actuary  uses  various  actuarial  assumptions
including  compensation trends,  health care cost trends and discount rates. The
third-party  actuary also uses historical  information for claims  frequency and
severity in order to establish loss development factors.

                                       12
<PAGE>


OTHER MATTERS

Transactions  with  related  parties,  reported  in  Note  13 of  the  Notes  to
Consolidated  Financial  Statements  in the Annual  Report to  Stockholders  for
fiscal year ended June 2, 2006,  are conducted on an  arm's-length  basis in the
ordinary course of business.

LIQUIDITY AND CAPITAL RESOURCES

Working  Capital was $4,050,402 at June 2, 2006 and $3,780,637 at the end of the
third quarter.  Net cash provided by operating activities amounted to $1,012,861
for the thirty-nine  weeks ended March 2, 2007 compared to $192,965 for the same
period last year.

Additions to property, plant and equipment, net of disposals, were $676,681 this
year and $690,210 last year.  Cash dividends of $1,109,568 were paid during this
year's  thirty-nine  weeks ended  compared to $1,109,568  last year. No cash was
used to  purchase  treasury  stock this year,  and no cash was used to  increase
investment securities this year. The Company's current ratio was 1.32 to 1.00 at
March 2, 2007.

The following table  summarizes the significant  contractual  obligations of the
Company as of March 2, 2007:
<TABLE>
<CAPTION>
<S>     <C>                    <C>           <C>         <C>         <C>        <C>
Contractual Obligations           Total       Current     2-3 Years   4-5 Years   Thereafter
-----------------------        ------------  ----------  ----------  ----------  ------------
Note Payable                   $   458,787   $ 458,787   $       -   $       -   $         -
Salary Continuation Plan         1,722,552     119,471     269,514     316,110     1,017,457
                               ------------  ----------  ----------  ----------  ------------
Total Contractual Obligations  $ 2,181,339   $ 578,258   $ 269,514   $ 316,110   $ 1,017,457
                               ============  ==========  ==========  ==========  ============
</TABLE>
Other Commitments

Available   cash,   cash  from   operations  and  available   credit  under  the
line-of-credit   are  expected  to  be  sufficient  to  meet   anticipated  cash
expenditures and normal operating requirements for the foreseeable future.

OPERATING RESULTS

For the thirteen  weeks ended March 2, 2007,  net sales  increased 1.1% from the
comparable period in fiscal 2006. For the thirty-nine weeks ended March 2, 2007,
net sales increased 4.2% from the comparable  period in fiscal 2006. This year's
third  quarter  cost of sales was 52.0% of net sales  compared to 53.0% for last
year's  third  quarter.  This  year's  third  quarter,   selling,  general,  and
administrative  expenses  were  45.1% of net  sales  compared  to 44.3% for last
year's  third  quarter.  This year's year to date cost of sales was 52.7% of net
sales compared to 54.0% for last year's year to date.  This year's year to date,
selling, general and administrative expenses were 46.4% of net sales compared to
45.9% for last year's year to date.

                                       13
<PAGE>


The following tables compare manufactured products to resale products:

                       Manufactured Products-Resale Products

                        Thirteen Weeks Ended        Thirteen Weeks Ended
                            March 2, 2007               March 3, 2006
Sales                                    %                           %
Manufactured Products  $ 21,773,968     80.3%      $ 21,085,340     78.6%
Resale Products           5,350,032     19.7%         5,734,419     21.4%
                       -------------  -------      -------------  -------
Total                  $ 27,124,000    100.0%      $ 26,819,759    100.0%

                                        GM                          GM
Gross Margin                             %                           %
Manufactured Products  $ 11,317,227     52.0%      $ 10,133,822     48.1%
Resale Products           1,706,843     31.9%         2,471,411     43.1%
                       -------------  -------      -------------  -------
Total                  $ 13,024,070     48.0%      $ 12,605,233     47.0%

                       Manufactured Products-Resale Products

                       Thirty-Nine Weeks Ended     Thirty-Nine Weeks Ended
                            March 2, 2007               March 3, 2006
Sales                                    %                           %
Manufactured Products  $ 65,245,644     80.0%      $ 61,774,448     78.9%
Resale Products          16,299,506     20.0%        16,507,262     21.1%
                       -------------  -------      -------------  -------
Total                  $ 81,545,150    100.0%      $ 78,281,710    100.0%

                                        GM                          GM
Gross Margin                             %                           %
Manufactured Products  $ 33,347,221     51.1%      $ 29,280,997     47.4%
Resale Products           5,191,101     31.8%         6,756,741     40.9%
                       -------------  -------      -------------  -------
Total                  $ 38,538,322     47.3%      $ 36,037,738     46.0%


The Company's gain on sales of assets for the thirteen weeks ended March 2, 2007
in the amount of $213,728 is from the sale of the Chattanooga  warehouse and the
sale of used equipment.

          GAIN ON SALE OF FIXED ASSETS
          ----------------------------
             Chattanooga warehouse                    $ 200,738
             Sale of used equipment                      12,990
                                                      ----------
          Total gain on sale of assets                $ 213,728
                                                      ==========

For last year's  thirteen  weeks the gain on sale of assets was $47,847 from the
sale of used equipment for cash.

The Company's  investment  income  decreased 2.2% from last year for the current
quarter's  thirteen week period. For the thirty-nine weeks investment income was
down 2.9%.

The Company's  effective tax rate for the thirteen  weeks was 36.9%  compared to
36.9% for the last year's  thirteen  weeks and 36.9% for the  thirty-nine  weeks
this year and 36.9% last year.

                                       14
<PAGE>


MARKET RISK

The  principal  market's  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 bank loans, 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  March,
2007 variable rate investment levels and bank loan balances,  a one-point change
in interest  rates would  impact  interest  income by $96 on an annual basis and
interest expense by $4,588.

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.

INFLATION

Certain  costs and  expenses  of the  Company are  affected  by  inflation.  The
Company's  prices for its  products  over the past several  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.

SUBSEQUENT EVENT

On March 29, 2007,  Golden Flake Snack Foods,  Inc. sold a warehouse  located in
Little Rock, Arkansas. The selling price was $285,000.


FORWARD-LOOKING STATEMENTS

This discussion contains certain  forward-looking  statements within the meaning
of the Private  Securities  Litigation  Reform Act of 1995. Actual results could
differ materially from those forward-looking statements.  Factors that may cause
actual  results  to  differ  materially  include  price  competition,   industry
consolidation,  raw  material  costs and  effectiveness  of sales and  marketing
activities,  as  described in the  Company's  filings  with the  Securities  and
Exchange Commission.

                                     ITEM 3
                                     ------

                          QUANTITATIVE AND QUALITATIVE
                          DISCLOSURE ABOUT MARKET RISK

Included in Item 2, Management's  Discussion and Analysis of Financial Condition
and Results of Operations- Market Risk beginning on page 11.

                                       15
<PAGE>


                                     ITEM 4
                                     ------

                             CONTROLS AND PROCEDURES

The  Company  performed  an  evaluation,  under  the  supervision  and  with the
participation  of  the  Company's  management  (including  the  Company's  Chief
Executive  Officer and Chief Financial  Officer),  of the  effectiveness  of the
design and operation of the Company's  disclosure  controls and procedures as of
the end of the  period  covered  by  this  quarterly  report.  Based  upon  that
evaluation,  the Chief Executive  Officer and Chief Financial  Officer concluded
that as of the end of the period covered by this quarterly report, the Company's
disclosure  controls and procedures  were  effective to ensure that  information
required to be disclosed in reports that the Company  files or submits under the
Securities  and  Exchange  Act of 1934 is recorded,  processed,  summarized  and
reported within the specified time periods.

There were no changes in the Company's internal control over financial reporting
which occurred  during the period  covered by this report which have  materially
affected or are reasonably  likely to materially  affect the Company's  internal
control over financial reporting.

                            PART II OTHER INFORMATION

                                     ITEM 1
                                     ------

                                LEGAL PROCEEDINGS

There are no  material  pending  legal  proceedings  against  the Company or its
subsidiary  other than  routine  litigation  incidental  to the  business of the
Company and its subsidiary.

                                    ITEM 1-A
                                    --------

                                  RISK FACTORS

There are no material  changes in our risk factors  from those  disclosed in our
2006 Annual Report on Form 10-K.

                                     ITEM 2
                                     ------

                     UNREGISTERED SALES OF EQUITY SECURITIES
                               AND USE OF PROCEEDS

The Company did not sell any equity securities during the period covered by this
report.


Registrant Purchases of Equity Securities.

The  Company did not  purchase  any shares of its equity  securities  during the
period covered by this report.

                                     ITEM 3
                                     ------

                         DEFAULTS UPON SENIOR SECURITIES


     Not applicable.

                                       16
<PAGE>


                                     ITEM 4
                                     ------

                            SUBMISSION OF MATTERS TO
                           A VOTE OF SECURITY HOLDERS

     Not applicable.

                                     ITEM 5
                                     ------

                                OTHER INFORMATION

     Not applicable.

                                     ITEM 6
                                     ------

                                    EXHIBITS

   (3)    Articles of Incorporation and By-laws of Golden Enterprises, Inc.

  3.1     Certificate of Incorporation of Golden Enterprises,  Inc.  (originally
          known as "Golden Flake,  Inc.") dated December 11, 1967  (incorporated
          by reference to Exhibit 3.1 to Golden  Enterprises,  Inc. May 31, 2004
          Form 10-K filed with the Commission).

  3.2     Certificate  of Amendment of Certificate  of  Incorporation  of Golden
          Enterprises,  Inc. dated December 22, 1976  (incorporated by reference
          to Exhibit  3.2 to Golden  Enterprises,  Inc.  May 31,  2004 Form 10-K
          filed with the Commission).

  3.3     Certificate  of Amendment of Certificate  of  Incorporation  of Golden
          Enterprises,  Inc. dated October 2, 1978 (incorporated by reference to
          Exhibit 3 to Golden  Enterprises,  Inc.  May 31,  1979 Form 10-K filed
          with the Commission).

  3.4     Certificate  of Amendment of Certificate  of  Incorporation  of Golden
          Enterprises,  Inc. dated October 4, 1979 (incorporated by reference to
          Exhibit 3 to Golden  Enterprises,  Inc.  May 31,  1980 Form 10-K filed
          with the Commission).

  3.5     Certificate  of Amendment of Certificate  of  Incorporation  of Golden
          Enterprises,  Inc. dated September 24, 1982 (incorporated by reference
          to Exhibit  3.1 to Golden  Enterprises,  Inc.  May 31,  1983 Form 10-K
          filed with the Commission).

  3.6     Certificate  of Amendment of Certificate  of  Incorporation  of Golden
          Enterprises,  Inc. dated September 22, 1983 (incorporated by reference
          to Exhibit 19.1 to Golden  Enterprises,  Inc. Form 10-Q Report for the
          quarter ended November 30, 1983 filed with the Commission).

                                       17
<PAGE>


  3.7    Certificate  of Amendment of Certificate  of  Incorporation  of Golden
          Enterprises.  Inc. dated October 3, 1985 (incorporated by reference to
          Exhibit  19.1 to Golden  Enterprises,  inc.  Form l0-Q  Report for the
          quarter ended November 30, 1985 filed with the Commission).

  3.8     Certificate  of Amendment of Certificate  of  Incorporation  of Golden
          Enterprises,  Inc. dated September 23, 1987 (incorporated by reference
          to Exhibit  3.1 to Golden  Enterprises,  Inc.  May 31,  1988 Form 10-K
          filed with the Commission).

  3.9     By-Laws of Golden  Enterprises,  Inc.  (incorporated  by  reference to
          Exhibit 3.4 to Golden  Enterprises,  Inc. May 31, 1988 Form 10-K filed
          with the Commission).

  (10)    Material Contracts.

 10.1     A  Form  of  Indemnity   Agreement  executed  by  and  between  Golden
          Enterprises, Inc. and Each of its Directors (incorporated by reference
          as Exhibit 19.1 to Golden  Enterprises,  Inc. Form 10-Q Report for the
          quarter ended November 30, 1987 flIed with the Commission).

 10.2     Amended  and  Restated  Salary  Continuation  Plans for John S.  Stein
          (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc.
          May 31, 1990 Form 10-K filed with the Commission).

 10.3     Indemnity Agreement executed by and between the Company and S. Wallace
          Nall,  Jr.  (incorporated  by  reference  as  Exhibit  19.4 to  Golden
          Enterprises, Inc. May 31, 1991 Form 10-K filed with the Commission).

 10.4     Salary  Continuation Plans - Retirement  Disability and Death Benefits
          for F. Wayne Pate (incorporated by reference to Exhibit 19.1 to Golden
          Enterprises, Inc. May 31, 1992 Form 10-K filed with the Commission).

 10.5     Indemnity  Agreement  executed by and between  the  Registrant  and F.
          Wayne  Pate  (incorporated  by  reference  as  Exhibit  19.3 to Golden
          Enterprises, Inc. May 31, 1992 Form 10-K filed with the Commission).

 10.6     Golden  Enterprises,  Inc. 1996 Long-Term Incentive Plan (incorporated
          by reference as Exhibit 10.1 to Golden Enterprises,  Inc. May 31, 1997
          Form 10-K filed with the Commission).

 10.7     Equipment  Purchase  and Sale  Agreement  dated  October  2000 whereby
          Golden Flake Snack Foods.  Inc., a  wholly-owned  subsidiary of Golden
          Enterprises,  Inc.,  sold the  Nashville,  Tennessee  Plant  Equipment
          (incorporated by reference as Exhibit 10.1 to Golden Enterprises, Inc.
          May 31, 2001 Form 10-K filed with the Commission).

 10.8     Real Property Contract of Sale dated October 2000 whereby Golden Flake
          Snack Foods,  Inc. sold the Nashville,  Tennessee  Plant Real Property
          (incorporated by reference as Exhibit 10.2 to Golden Enterprises, Inc.
          May 31, 2001 Form 10-K filed with the Commission).

                                       18
<PAGE>


 10.9     Amendment to Salary Continuation Plans,  Retirement and Disability for
          F.  Wayne Pate  dated  April 9. 2002  (incorporated  by  reference  to
          Exhibit 10.2 to Golden Enterprises,  Inc. May 31, 2002 Form 10-K filed
          with the Commission).

10.10     Amendment  to Salary Continuation Plans, Retirement and Disability for
          John S.  Stein  dated  April 9, 2002  (incorporated  by  reference  to
          Exhibit 10.3 to Golden Enterprises,  Inc. May 31, 2002 Form 10-K filed
          with the Commission).

10.11     Amendment  to Salary  Continuation  Plan,  Death  Benefits for John S.
          Stein dated April 9, 2002  (incorporated  by reference to Exhibit 10.4
          to Golden  Enterprises,  Inc.  May 31,  2002 Form 10-K  filed with the
          Commission).

10.12     Retirement  and Consulting  Agreement for John S. Stein dated April 9,
          2002 (incorporated by reference to Exhibit 10.5 to Golden Enterprises,
          Inc. May 31, 2002 Form 10-K filed with the Commission).

10.13     Salary  Continuation  Plan for  Mark W. McCutcheon  dated May 15, 2002
          (incorporated by reference to Exhibit 10.6 to Golden Enterprises, Inc.
          May 31, 2002 Form 10-K filed with the Commission).

10.14     Trust Under Salary Continuation Plan for  Mark W. McCutcheon dated May
          15,  2002  (incorporated  by  reference  to  Exhibit  10.7  to  Golden
          Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).

10.15     Lease  of aircraft  executed by and between  Golden Flake Snack Foods,
          Inc., a wholly-owned subsidiary of Golden Enterprises, Inc., and Joann
          F.  Bashinsky  dated  February 1, 2006  (incorporated  by reference to
          Exhibit 10.15 to Golden Enterprises, Inc. June 2, 2006 Form 10-K filed
          with the Commission).

10.16     Purchase  and  Sale  Agreement  executed by and between  Golden  Flake
          Snack Foods, Inc., as Seller, and Educational  Development  Company of
          America,  LLC &  Waterbury  Companies,  LLC,  as  Purchaser,  with  an
          effective  date of June 26,  2006,  for the sale of  approximately  12
          acres of land located  adjacent to the Company's  Office  Headquarters
          and  Manufacturing  Plant  in  Birmingham,  Alabama  (incorporated  by
          reference to Exhibit  10.16 to Golden  Enterprises,  Inc. June 2, 2006
          Form 10-K filed with the Commission).

  (18)    Letter Re: Change in Accounting Principles

 18.1     Letter from the Registrant's  Independent  Accountant dated August 12,
          2005  indicating  a  change  in  the  method  of  applying  accounting
          practices followed by the Registrant for the fiscal year ended June 3,
          2005.   (incorporated   by   reference   to  Exhibit  18.1  to  Golden
          Enterprises, inc. May 31, 2005 Form 10-K filed with the Commission).

  (31)    Certifications

 31.1     Certification  of Chief Executive  Officer  pursuant to Section 302 of
          the Sarbanes Oxley Act of 2002.


                                       19
<PAGE>


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

 32.1     Certification  of Chief Executive  Officer  pursuant to Section 906 of
          the Sarbanes Oxley Act of 2002,

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

  (99)    Additional Exhibits

 99.1     A copy of excerpts of the Last Will and Testament and Codicils thereto
          of Sloan Y.  Bashinsky,  Sr. and of the SYB Common Stock Trust created
          by Sloan Y.  Bashinsky,  Sr.  providing  for the  creation of a Voting
          Committee  to vote the shares of common  stock of Golden  Enterprises,
          Inc. held by SYB, Inc. and the  Estate/Testamentary  Trust of Sloan Y.
          Bashinsky,  Sr.  (Incorporated  by reference to Exhibit 99.1 to Golden
          Enterprises, Inc. May 31, 2005 Form 10-k filed with the Commission).


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
     registrant has duly caused this report to be signed on its behalf by the
     undersigned hereunto duly authorized.


                                                  GOLDEN ENTERPRISES, INC.
                                                  ------------------------
                                                         (Registrant)

     Dated: April 11, 2007                        /s/ Mark W. McCutcheon
            --------------                        ----------------------
                                                  Mark W. McCutcheon
                                                  President and
                                                  Chief Executive Officer


     Dated: April 11, 2007                        /s/ Patty Townsend
            --------------                        ------------------
                                                  Patty Townsend
                                                  Vice-President and
                                                  Chief Financial Officer
                                                  (Principal Accounting Officer)


                                       20