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
February 29, 2008
-----------------
                                       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 31, 2008 Outstanding at

        Class                                    March 31, 2008
        -----                                    --------------
Common Stock, Par Value $0.66 2/3                  11,788,907

<PAGE>


                            GOLDEN ENTERPRISES, INC.

                                      INDEX
<TABLE>
<CAPTION>
<S>                           <C> <C>                       <C>                                         <C>

Part I.              FINANCIAL INFORMATION                                                          Page No.

Item 1               Financial Statements (unaudited)

                     Condensed Consolidated Balance Sheets
                     February 29, 2008 (unaudited) and June 1, 2007                                     3

                     Condensed Consolidated Statements of Income (unaudited)
                     Thirteen Weeks and Thirty-Nine  Weeks Ended February 29, 2008 and March            4
                     2, 2007

                     Condensed Consolidated Statements of Cash Flows
                     (unaudited)- Thirty-Nine Weeks Ended February 29, 2008 and March 2,
                     2007                                                                               5

                     Notes to Condensed Consolidated Financial
                     Statements (unaudited)                                                             7

                     Report of Independent Registered Public Accounting Firm                            9

Item 2               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                                               10

Item 3               Quantitative and Qualitative
                     Disclosure About Market Risk                                                      13

Item 4               Controls and Procedures                                                           13

Part II.             OTHER INFORMATION                                                                 14

Item 1               Legal Proceedings                                                                 14

Item 1-A             Risk Factors                                                                      14

Item 2               Unregistered Sales of Equity Securities and Use of Proceeds                       14

Item 3               Defaults Upon Senior Securities                                                   15

Item 4               Submission of Matters to a Vote of Security Holders                               15

Item 5               Other Information                                                                 15

Item 6               Exhibits                                                                          15
</TABLE>

                                       2
<PAGE>

                               PART I. FINANCIAL INFORMATION
                                ITEM 1. FINANCIAL STATEMENTS
                          GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                           CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
<S>                                                                                          <C>           <C>
                                                                                              (Unaudited)    (Audited)
                                                                                              February 29,    June 1,
                                                                                                 2008          2007
                                                                                              ------------  ------------
                                                         ASSETS
CURRENT ASSETS
 Cash and cash equivalents                                                                   $    228,966  $    706,852
 Receivables, net                                                                               7,390,468     8,458,427
 Notes receivable, current                                                                         61,708        58,126
 Inventories:
  Raw materials and supplies                                                                    1,447,579     1,340,389
  Finished goods                                                                                2,892,465     3,035,285
                                                                                              ------------  ------------
                                                                                                4,340,044     4,375,674
                                                                                              ------------  ------------

 Prepaid expenses                                                                               2,143,987     1,622,900
 Deferred income taxes                                                                            583,179       583,179
                                                                                              ------------  ------------
  Total current assets                                                                         14,748,352    15,805,158
                                                                                              ------------  ------------

PROPERTY, PLANT AND EQUIPMENT                                                                  12,970,578    12,956,633

OTHER ASSETS
 Long-term note receivable                                                                      1,611,888     1,658,630
 Other assets                                                                                   2,930,288     2,905,007
                                                                                              ------------  ------------

   Total                                                                                     $ 32,261,106  $ 33,325,428
                                                                                              ============  ============

CURRENT LIABILITIES
 Checks outstanding in excess of bank balances                                               $  1,290,607  $  1,385,663
 Accounts payable                                                                               2,658,842     3,760,499
 Accrued income taxes                                                                                   -       318,198
 Other accrued expenses                                                                         4,669,356     5,060,758
 Salary continuation plan                                                                         129,388       121,877
 Note payable - current                                                                                 -       270,625
 Line of credit outstanding                                                                     1,995,076       622,950
                                                                                              ------------  ------------

  Total current liabilities                                                                    10,743,269    11,540,570
                                                                                              ------------  ------------

LONG-TERM LIABILITIES
 Salary continuation plan                                                                       1,520,615     1,582,437
 Deferred income taxes                                                                            752,298       752,298
                                                                                              ------------  ------------

  Total long-term liabilities                                                                   2,272,913     2,334,735
                                                                                              ------------  ------------

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                                                                             14,312,710    14,410,568
                                                                                              ------------  ------------
                                                                                               30,029,859    30,127,717
 Less: Cost of common shares in treasury (2,029,860 at February 29, 2008
  and 1,993,463 at June 1, 2007)                                                              (10,784,935)  (10,677,594)
                                                                                              ------------  ------------

  Total stockholder's equity                                                                   19,244,924    19,450,123
                                                                                              ------------  ------------

   Total                                                                                     $ 32,261,106  $ 33,325,428
                                                                                              ============  ============
</TABLE>

See Accompanying Notes to Condensed Consolidated Financial Statements

                                       3
<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUDSIDIARY
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

<TABLE>
<CAPTION>
<S>                                                                  <C>          <C>          <C>          <C>

                                                                       Thirteen     Thirteen   Thirty-Nine  Thirty-Nine
                                                                        Weeks        Weeks        Weeks        Weeks
                                                                        Ended        Ended        Ended        Ended
                                                                       2/29/08       3/2/07      2/29/08       3/2/07
                                                                    ------------- ------------ ------------ ------------

Net sales                                                            $27,633,971  $27,124,000  $83,532,958  $81,545,150
Cost of sales                                                         14,797,878   14,099,930   43,419,434   43,006,828
                                                                     ------------ ------------ ------------ ------------
Gross margin                                                          12,836,093   13,024,070   40,113,524   38,538,322

Selling, general and administrative expenses                          12,881,611   12,244,243   38,550,418   37,800,794
                                                                     ------------ ------------ ------------ ------------
Operating (loss) income                                                  (45,518)     779,827    1,563,106      737,528
                                                                     ------------ ------------ ------------ ------------

Other income (expenses):
  Gain on sale of assets                                                  32,664      213,728       77,409      249,638
  Interest expense                                                       (70,960)     (73,321)    (145,878)    (192,483)
  Other income                                                            53,461       48,731      153,587      144,344
                                                                     ------------ ------------ ------------ ------------
 Total other income                                                       15,165      189,138       85,118      201,499
                                                                     ------------ ------------ ------------ ------------

 (Loss) income before income taxes                                       (30,353)     968,965    1,648,224      939,027
 Income taxes                                                             (3,563)     357,537      637,316      346,504
                                                                     ------------ ------------ ------------ ------------
 Net (loss) income                                                   $   (26,790) $   611,428  $ 1,010,908  $   592,523
                                                                     ============ ============ ============ ============

 PER SHARE OF COMMON STOCK
  Basic earnings                                                     $         -  $      0.05  $      0.09  $      0.05
  Diluted earnings                                                   $         -  $      0.05  $      0.09  $      0.05

 Weighted average number of common
  stock share outstanding:
  Basic                                                               11,812,150   11,835,330   11,824,393   11,835,330
  Diluted                                                             11,812,150   11,835,330   11,824,393   11,835,330

 Cash dividends paid per share of
  common stock                                                       $    0.0313  $    0.0313  $    0.0938  $    0.0938
</TABLE>

See Accompanying Notes to Condensed Consolidated Financial Statements

                                       4
<PAGE>

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

<TABLE>
<CAPTION>
<S>                                                                                          <C>           <C>


                                                                                              Thirty-Nine   Thirty-Nine
                                                                                              Weeks Ended   Weeks Ended
                                                                                                2/29/08       3/2/07
                                                                                              ------------  ------------

CASH FLOWS FROM OPERATING ACTIVITIES

 Cash received from customers                                                                $ 84,600,917  $ 82,080,338
 Interest income                                                                                  111,839       106,497
 Rental income                                                                                     33,164        26,401
 Miscellaneous income                                                                               8,584        11,446
 Cash paid to suppliers & employees                                                           (43,269,936)  (42,334,444)
 Cash paid for operating expenses                                                             (38,895,127)  (37,924,555)
 Income taxes paid                                                                             (1,101,476)     (760,339)
 Interest expenses paid                                                                          (145,878)     (192,483)
                                                                                              ------------  ------------
 Net cash from operating activities                                                             1,342,087     1,012,861


CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of property, plant and equipment                                                     (1,735,619)   (1,398,184)
 Proceeds from sale of property, plant and equipment                                               82,150       307,163
 Collection of notes receivable                                                                    43,160        39,850
                                                                                              ------------  ------------
 Net cash used in investing activities                                                         (1,610,309)   (1,051,171)


CASH FLOWS FROM FINANCING ACTIVITIES

 Debt proceeds                                                                                 18,411,922    16,811,368
 Debt repayments                                                                              (17,310,421)  (15,799,114)
 Change in checks outstanding in excess of bank
  balances                                                                                        (95,056)      187,706
 Cash dividends paid                                                                           (1,108,768)   (1,109,568)
 Purchases of treasury shares                                                                    (107,341)            -
                                                                                              ------------  ------------
 Net cash used in financing activities                                                           (209,664)       90,392


Net change in cash and cash equivalents                                                          (477,886)       52,082
Cash and cash equivalents at beginning of period                                                  706,852       321,627
                                                                                              ------------  ------------
Cash and cash equivalents at end of period                                                   $    228,966  $    373,709
                                                                                              ============  ============
</TABLE>

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 FEBRUARY 29, 2008 AND MARCH 2, 2007

<TABLE>
<CAPTION>
<S>                                                                                           <C>          <C>

                                                                                               Thirty-Nine  Thirty-Nine
                                                                                               Weeks Ended  Weeks Ended
                                                                                                2/29/08       3/2/07
                                                                                               -----------  ------------

Net Income                                                                                    $ 1,010,908  $    592,523
 Adjustments to reconcile net income to net cash provided by
  operating activities:
Depreciation and amortization                                                                   1,716,933     1,692,139
Gain on sale of property and equipment                                                            (77,409)     (249,638)

Changes in operating assets and liabilities:
 Change in receivables - net                                                                    1,067,959       535,188
 Change in inventories                                                                             35,630      (371,152)
 Change in prepaid expenses                                                                      (521,087)     (493,249)
 Change in other assets                                                                           (25,279)      164,543
 Change in accounts payable                                                                    (1,101,657)     (150,464)
 Change in accrued expenses                                                                      (391,402)     (241,847)
 Change in salary continuation                                                                    (54,311)      (51,347)
 Change in accrued income taxes                                                                  (318,198)     (413,835)
                                                                                               -----------  ------------

 Net cash provided by operating activities                                                    $ 1,342,087  $  1,012,861
                                                                                               ===========  ============
</TABLE>

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 only of normal, recurring
         accruals) 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 1, 2007.

2.       The consolidated results of operations for the thirty-nine weeks ended
         February 29, 2008 are not necessarily indicative of the results to be
         expected for the fifty-two week fiscal year ending May 30, 2008.

3.       The following table summarizes the prepaid assets accounts at February
         29, 2008 and March 2, 2007:


                                                        Prepaid Breakdown


<TABLE>
<CAPTION>
<S>                                                                              <C>                  <C>

                                                                                   February 29, 2008     March 2, 2007
                                                                                  -------------------  -----------------

          Truck shop supplies                                                    $            696,168 $          689,097
          Insurance deposit                                                                   187,980            227,640
          Slotting fees                                                                       209,829            239,541
          Deferred advertising fees                                                           205,875            197,494
          Prepaid insurance                                                                   375,877            477,494
          Prepaid taxes/licenses                                                              421,831            183,839
          Prepaid dues/supplies                                                                30,152             64,099
          Other                                                                                16,275             22,504
                                                                                  -------------------  -----------------

                                                                                 $          2,143,987 $        2,101,708
                                                                                  ===================  =================
</TABLE>



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

6.       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. FIN 48
         was adopted in the current period and it did not have a material impact
         on the current period financial position, results of operations or cash
         flows.

                                       7
<PAGE>


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
         February 29, 2008 and March 2, 2007:

<TABLE>
<CAPTION>
<S>                                                                                              <C>          <C>
                                                                                             ---------------------------
                                                                                              Thirty-Nine   Thirty-Nine
                                                                                              Weeks Ended   Weeks Ended
                                                                                                2/29/08        3/2/07
                                                                                             ---------------------------

         Weighted average number of common shares used in computing basic
           earnings per share                                                                    11,824,393   11,835,330
         Effect of dilutive stock options                                                                 0            0
                                                                                             -------------- ------------

         Weighted average number of common shares and dilutive potential
           common stock used in computing dilutive earnings per share                            11,824,393   11,835,330
                                                                                             ============== ============

         Stock options excluded from the above reconciliation because they are
           anti-dilutive                                                                            369,000      369,000
                                                                                             ============== ============
</TABLE>

8.       The Company has a letter of credit in the amount of $2,314,857
         outstanding at February 29, 2008, compared to $2,668,846 at March 2,
         2007. The letter of credit supports the Company's commercial
         self-insurance program.

9.       The Company has a line-of-credit agreement with a local bank that
         permits borrowing up to $2 million. The line-of-credit is subject to
         the Company's continued credit worthiness and compliance with the terms
         and conditions of the advance application. The Company's line-of-credit
         debt as of February 29, 2008 was $1,995,076 with an interest rate of
         7.75%, leaving the Company with $4,924 of credit availability. 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.

10.      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.

                                       8
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We have reviewed the accompanying condensed consolidated balance sheet of Golden
Enterprises, Inc. and subsidiary as of February 29, 2008, the related condensed
consolidated statements of income for the thirteen and thirty-nine week periods
ended February 29, 2008 and March 2, 2007, and the related condensed statement
of cash flows for the thirty-nine week period ended February 29, 2008 and March
2, 2007. These financial statements are the responsibility of the Company's
management.

We conducted our review in accordance with standards established by the Public
Company 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 expression 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, the consolidated balance sheet as of June 1, 2007
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 31, 2007 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 1, 2007, is
fairly stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.






                                       DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP




Birmingham, Alabama
April 3, 2008


                                       9
<PAGE>

                                     ITEM 2
                                     ------

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

Management's discussion and analysis of our financial condition and results of
operations are based upon the condensed consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States. This discussion should be read in conjunction with our
recent SEC filings, including Form 10-K for the year ended June 1, 2007. The
preparation of these financial statements requires us to make estimates and
judgments about future events that affect the reported amounts of assets,
liabilities, revenues and expenses, and the related disclosures. Future events
and their effects cannot be determined with absolute certainty. Therefore,
management's determination of estimates and judgments about the carrying values
of assets and liabilities requires the exercise of judgment in the selection and
application of assumptions based on various factors, including historical
experience, current and expected economic conditions and other factors believed
to be reasonable under the circumstances. We routinely evaluate our estimates
including those considered significant and discussed in detail in Form 10-K for
the year ended June 1, 2007. Actual results may differ from these estimates
under different assumptions or conditions and such differences may be material.

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 independent distributors and approximately 425 route employees who are
supplied with selling inventory by the Company's trucking fleet. All of the
route employees use the Company's direct-store delivery system.


LIQUIDITY AND CAPITAL RESOURCES

Working Capital was $4,264,588 at June 1, 2007 and $4,005,083 at the end of this
year's third quarter.

Cash was used to purchase 20,165 shares of treasury stock this quarter in the
amount of $58,187. The Company's current ratio was 1.37 to 1.00 at February 29,
2008 compared to 1.37 to 1.00 at June 1, 2007.

Accounts Receivable and Allowance for Doubtful Accounts

At February 29, 2008 and June 1, 2007 the Company had accounts receivables in
the amount of $7,390,468 and $8,458,427, net of an allowance for doubtful
accounts of $70,000 and $112,916, respectively.

                                       10
<PAGE>

The following table summarizes the Company's customer accounts receivable
profile as of February 29, 2008:


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

            Less than $1,000.00                                        1,179
            $       1,001.00-$10,000.00                                  530
            $     10,001.00-$100,000.00                                  107
            $    100,001.00-$500,000.00                                    7
            $  500,001.00-$1,000,000.00                                    1
            $1,000,001.00-$2,500,000.00                                    0
                                                            ----------------

            Total All Accounts                                         1,824
                                                            ================

The following table summarizes the significant contractual obligations of the
Company as of February 29, 2008:
<TABLE>
<CAPTION>
<S>                                <C>         <C>       <C>         <C>         <C>
Contractual Obligations              Total     Current   2-3 Years   4-5 Years   Thereafter
-----------------------------      ----------  --------  ----------  ----------  ----------
Vehicle Leases                     $3,372,991  $741,620  $1,468,822  $1,162,549  $        -
Salary Continuation Plan            1,650,003   129,388     291,884     342,347     886,384
                                   ----------  --------  ----------  ----------  ----------
Total Contractual Obligations      $5,022,994  $871,008  $1,760,706  $1,504,896  $  886,384
                                   ==========  ========  ==========  ==========  ==========
</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 February 29, 2008, net sales increased 1.9% from
the comparable period in fiscal 2007. For the thirty-nine weeks ended February
29, 2008, net sales increased 2.4% from the comparable period in fiscal 2007.
This year's third quarter cost of sales was 53.5% of net sales compared to 52.0%
for last year's third quarter. This year's third quarter, selling, general, and
administrative expenses were 46.6% of net sales compared to 45.1% for last
year's third quarter. This year's year to date, selling, general and
administrative expenses were 46.1% of net sales compared to 46.4% for last
year's year to date.

The following tables compare manufactured products to resale products:

                                       11
<PAGE>

<TABLE>
<CAPTION>
<S>                                        <C>                                 <C>    <C>                          <C>

                                                              Manufactured Products-Resale Products

                                                     Thirteen Weeks Ended                    Thirteen Weeks Ended
                                                       February 29, 2008                        March 2, 2007
Sales                                                                     %                                     %
Manufactured products                      $           22,515,573              81.5%  $       21,773,968           80.3%
Resale products                                         5,118,398              18.5%           5,350,032           19.7%
                                           ---------------------- ------------------  ------------------  --------------
Total                                      $           27,633,971             100.0%  $       27,124,000          100.0%
                                           ====================== ==================  ==================  ==============


Gross margin                                                              %                                     %
Manufactured products                      $           11,325,146              50.3%  $       11,317,227           52.0%
Resale products                                         1,510,947              29.5%           1,706,843           31.9%
                                           ---------------------- ------------------  ------------------  --------------
Total                                      $           12,836,093              46.5%  $       13,024,070           48.0%
                                           ====================== ==================  ==================  ==============


                                                    Thirty-Nine Weeks Ended                Thirty-Nine Weeks Ended
                                                       February 29, 2008                        March 2, 2007
Sales                                                                     %                                     %
Manufactured products                      $           67,595,366              80.9%  $       65,245,644           80.0%
Resale products                                        15,937,592              19.1%          16,299,506           20.0%
                                           ---------------------- ------------------  ------------------  --------------
Total                                      $           83,532,958             100.0%  $       81,545,150          100.0%
                                           ====================== ==================  ==================  ==============


Gross margin                                                              %                                     %
Manufactured products                      $           35,130,804              52.0%  $       33,347,221           51.1%
Resale products                                         4,982,720              31.3%           5,191,101           31.8%
                                           ---------------------- ------------------  ------------------  --------------
Total                                      $           40,113,524              48.0%  $       38,538,322           47.3%
                                           ====================== ==================  ==================  ==============
</TABLE>

The Company's gain on sales of assets for the thirteen weeks ended February 29,
2008 in the amount of $32,664 was from the sale of used transportation equipment
for cash.

For last year's thirteen weeks, the gain on sale of assets was $213,728 from the
sale of the Chattanooga warehouse and the sale of used equipment for cash.

The Company's effective tax rate for the thirteen weeks was -11.7% compared to
36.9% for the last year's thirteen weeks and 38.7% for the thirty-nine weeks
this year and 36.9% last year.


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 bank loans and commodity prices affecting the cost of its raw materials.

The Company is subject to market risks 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. Commodity prices are projected to
reach record highs in 2008 which will have an effect on both manufacturing and
distribution costs. The Company purchases its raw materials on the open market
and under contract through brokers or directly from growers. Futures contracts
have been used occasionally to hedge immaterial amounts of commodity purchases,
but none are presently being used.


                                       12
<PAGE>

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.

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 12.



                                     ITEM 4
                                     ------

                             CONTROLS AND PROCEDURES

The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of the Company's disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), as of the end of the period covered by this
report. Any controls and procedures, no matter how well designed and operated
can provide only reasonable assurance of achieving the desired control
objectives. Based on such evaluation, the Company's Chief Executive Officer and
Chief Financial Officer have concluded that, as of the end of such period, the
Company's disclosure controls and procedures provided reasonable assurance that
the disclosure controls and procedures were effective in recording, processing,
summarizing and reporting, on a timely basis, information required to be
disclosed by the Company in the reports that it files or submits under the
Exchange Act and in accumulating and communicating such information to
management, including the Company's Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure.

The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, conducted an evaluation of the
Company's internal control over financial reporting to determine whether any
changes occurred during the Company's third quarter ended February 29, 2008 that
have materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting. Based on that evaluation,
there has been no such change during the period covered by this report.

                                       13
<PAGE>


                            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
2007 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.

Cash was used to purchase 20,165 shares of treasury stock for the quarterly
period ended February 29, 2008 in the amount of $57,032. In addition, commission
fees in the sum of $1,155 were paid to the broker.


ISSUER PURCHASES OF EQUITY SECURITIES
<TABLE>
<CAPTION>
<S>      <C>           <C>                               <C>               <C>

                                                                                 (c) Total Number   (d) Maximum Number
                                                                                      of Shares       (or Approximate
                                                  (a) Total                         (or Units)        Dollar Value) of
                                                  Number of                       Purchased as Part  Shares (or Units)
                                                    Shares     (b) Average Price    of Publicly       that May Yet Be
                                                  (or Units)    Paid per Share    Announced Plans    Purchased Under the
Period                                            Purchased        (or Unit)         or Programs      Plans or Programs
December 1 to December 31                                2,346             $2.97
January 1 to January 31                                  5,192             $2.88
February 1 to February 29                               12,627             $2.78
Total Third Quarter                                     20,165             $2.83
</TABLE>

                                       14
<PAGE>

                                     ITEM 3
                                     ------

                         DEFAULTS UPON SENIOR SECURITIES


         Not applicable.

                                     ITEM 4
                                     ------

                            SUBMISSION OF MATTERS TO
                           A VOTE OF SECURITY HOLDERS


         Not applicable.

                                     ITEM 5
                                     ------

                                OTHER INFORMATION


         Not applicable.

                                     ITEM 6
                                     ------

                                    EXHIBITS

<TABLE>
<CAPTION>
<S>      <C>

          (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).
</TABLE>

                                       15
<PAGE>

<TABLE>
<CAPTION>

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


         3.7      Certificate of Amendment of Certificate of Incorporation of Golden  Enterprises.  Inc. dated October 3, 1985
                  (incorporated  by  reference to Exhibit 19.1 to Golden  Enterprises,  inc.  Form 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 filed with the Commission).


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


         10.3     Indemnity Agreement executed by and between the Company and 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 Company 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).
</TABLE>

                                       16
<PAGE>
<TABLE>
<CAPTION>

<S>      <C>                                                       <C>
         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).


         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).


         (31)     Certifications


         3 1.1    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.


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


         32. 1    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002,



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


                                       17
<PAGE>
<TABLE>
<CAPTION>

<S>      <C>
         (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).
</TABLE>

                                   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 10, 2008            /s/Mark W. McCutcheon
                 --------------            ---------------------
                                           Mark W. McCutcheon
                                           President and
                                           Chief Executive Officer


         Dated:  April 10 , 2008          /s/ Patty Townsend
                 ---------------          ------------------
                                          Patty Townsend
                                          Vice-President and
                                          Chief Financial Officer
                                          (Principal Accounting Officer)


                                       18