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

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

For the quarterly (thirteen week) period ended March 03, 2006
                                               --------------

                                       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, 2006.
                                                         Outstanding at
                    Class                                March 31, 2006
                    -----                                --------------
Common Stock, Par Value $0.66 2/3                          11,835,330


<PAGE>
<TABLE>
<CAPTION>

                            GOLDEN ENTERPRISES, INC.

                                      INDEX

<S>                        <C>                          <C>                                             <C>
Part I.              FINANCIAL INFORMATION                                                          Page No.

Item 1               Financial Statements (unaudited)

                     Condensed Consolidated Balance Sheets
                     March 3, 2006 (unaudited) and June 3, 2005                                         3

                     Condensed Consolidated Statements of Operations (unaudited)
                     Thirteen  and  Thirty-Nine  Weeks Ended March 3, 2006 and  Fourteen and
                     Forty Weeks Ended March 4, 2005                                                    4

                     Condensed Consolidated Statements of Cash Flows
                     (unaudited)- Thirty-Nine Weeks Ended March 3, 2006 and Forty Weeks
                     Ended March 4, 2005                                                                5

                     Notes to Condensed Consolidated Financial
                     Statements (unaudited)                                                             7

                     Report of Independent Registered Public Accounting Firm                           11

Item 2               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                                               12

Item 3               Quantitative and Qualitative
                     Disclosure About Market Risk                                                      17

Item 4               Controls and Procedures                                                           17

Part II.             OTHER INFORMATION                                                                 17

Item 1               Legal Proceedings                                                                 17

Item 1-A             Risk Factors                                                                      17
Item 2               Unregistered Sales of Equity Securities and Use of Proceeds                       17

Item 3               Defaults Upon Senior Securities                                                   18

Item 4               Submission of Matters to a Vote of Security Holders                               18

Item 5               Other Information                                                                 18

Item 6               Exhibits                                                                          18
</TABLE>


                                       2
<PAGE>
<TABLE>
<CAPTION>

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

                                                                       (Unaudited)        (Audited)
                                                                         March 3,          June 3,
                                                                          2006              2005
                                                                          ----              ----
                                                ASSETS
CURRENT ASSETS
<S>                                                                   <C>             <C>
 Cash and cash equivalents                                            $    320,129    $        371,204
 Receivables, net                                                        7,830,516           7,691,464
 Notes receivable, current                                                  52,612              49,558
 Inventories:
  Raw materials and supplies                                             1,671,366           1,100,715
  Finished goods                                                         2,627,505           2,869,352
                                                                       ------------    ----------------
                                                                         4,298,871           3,970,067
                                                                       ------------    ----------------

  Prepaid expenses                                                       2,112,500           2,436,748
   Deferred income taxes                                                   589,946             589,946
                                                                       ------------    ----------------
   Total current assets                                                 15,204,574          15,108,987
                                                                       ------------    ----------------

Property, plant and equipment, net                                      13,702,488          14,247,036
  Long-term Note Receivable                                              1,730,578           1,770,428
  Other assets                                                           3,262,944           3,275,296
                                                                       ------------    ----------------

                                                                      $ 33,900,584    $     34,401,747
                                                                       ============    ================

                              LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES
 Checks outstanding in excess of bank balances                        $  3,109,516    $      1,493,153
 Accounts payable                                                        1,378,864           2,270,035
 Other accrued expenses                                                  4,245,309           4,701,726
 Salary continuation plan                                                  110,315             103,912
 Note payable-bank current                                                 741,246             690,332
 Line of credit outstanding                                              1,297,137             522,008
                                                                       ------------    ----------------

  Total current liabilities                                             10,882,387           9,781,166
                                                                       ------------    ----------------

LONG-TERM LIABILITIES
 Note payable - bank, non-current                                          439,062           1,013,846
 Salary Continuation Plan                                                1,680,829           1,735,885
                                                                       ------------    ----------------

Total long-term liabilities                                              2,119,891           2,749,731
                                                                       ------------    ----------------

DEFERRED INCOME TAXES                                                      964,047             964,047
                                                                       ------------    ----------------

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                                                      14,894,704          15,867,248
                                                                       ------------    ----------------
                                                                        30,611,853          31,584,397

 Less:  Cost of common shares in treasury (1,993,463 at March 3, 2006
          and June 3, 2005)                                            (10,677,594)        (10,677,594)
                                                                       ------------    ----------------


  Total stockholder's equity                                            19,934,259          20,906,803
                                                                       ------------    ----------------

   Total                                                              $ 33,900,584    $     34,401,747
                                                                       ============    ================


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

                                       3
<PAGE>
<TABLE>
<CAPTION>

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

 FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED MARCH 3, 2006 AND THE FOURTEEN AND
                         FORTY WEEKS ENDED MARCH 4, 2005


                                                                     ---------------------------------------------------
                                                                       Thirteen     Fourteen    Thirty-Nine     Forty
                                                                         Weeks        Weeks        Weeks        Weeks
                                                                         Ended        Ended        Ended        Ended
                                                                        3/3/06       3/4/05       3/3/06        3/4/05
                                                                     ---------------------------------------------------

<S>                                                                  <C>          <C>          <C>          <C>
Net sales                                                            $26,819,759  $27,012,648  $78,281,710  $76,630,834
Cost of sales                                                         14,214,526   14,455,299   42,243,972   40,756,362
                                                                      -----------  -----------  -----------  -----------
Gross Margin                                                          12,605,233   12,557,349   36,037,738   35,874,472

Selling, General and Administrative Expenses                          11,872,534   13,266,783   35,926,656   36,433,786
                                                                      -----------  -----------  -----------  -----------
  Operating Income (loss)                                                732,699     (709,434)     111,082     (559,314)
                                                                      -----------  -----------  -----------  -----------

Other income (expenses):
  Investment income                                                       35,896       37,531      109,724      113,837
  Gain on sale of assets                                                  47,847       29,900      146,801       69,068
  Other income                                                            39,050       15,358       67,313      122,456
  Interest expense                                                       (78,492)     (69,183)    (217,680)    (162,690)
                                                                      -----------  -----------  -----------  -----------
   Total other income (expenses)                                          44,301       13,606      106,158      142,671
                                                                      -----------  -----------  -----------  -----------

   Income (loss) before income taxes                                     777,000     (695,828)     217,240     (416,643)
   Income  taxes                                                         286,703     (251,869)      80,216     (153,646)
                                                                      -----------  -----------  -----------  -----------
   Net (loss) income                                                 $   490,297  $  (443,959) $   137,024  $  (262,997)
                                                                      -----------  -----------  -----------  -----------

   PER SHARE OF COMMON STOCK
     Net Income (loss)                                               $      0.04  $     (0.04) $      0.01  $     (0.02)
                                                                      -----------  -----------  -----------  -----------

   Weighted average number of common
     stock share outstanding:
     Basic                                                            11,835,330   11,844,468   11,835,330   11,850,023
     Diluted                                                          11,835,330   11,844,468   11,837,696   11,850,023

   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>

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



                                                                                              Thirty-Nine      Forty
                                                                                              Weeks Ended   Weeks Ended
                                                                                               March 3,      March 4,
                                                                                                  2006          2005
                                                                                              ------------  ------------

CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                                          <C>           <C>
  Cash received from customers                                                               $ 78,142,658  $ 77,125,194
  Interest income                                                                                 109,724       113,837
  Rental income                                                                                    28,599        26,413
  Miscellaneous income                                                                             38,714        96,043
  Cash paid to suppliers & employees                                                          (42,231,437)  (41,227,492)
  Cash paid for operating expenses                                                            (35,878,200)  (35,330,266)
  Income taxes received                                                                           200,587             -
  Interest expenses paid                                                                         (217,680)     (162,690)
                                                                                              ------------  ------------
  Net cash from operating activities                                                              192,965       641,039


CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of property, plant and equipment                                                    (1,206,006)   (2,330,450)
  Proceeds from sale of property, plant and equipment                                             167,116        97,294
  Collection of notes receivable                                                                   36,796        33,976
                                                                                              ------------  ------------
  Net cash used in investing activities                                                        (1,002,094)   (2,199,180)


CASH FLOWS FROM FINANCING ACTIVITIES

  Debt proceeds                                                                                16,334,046    12,916,230
  Debt repayments                                                                             (16,082,787)  (11,037,757)
  Change in checks outstanding in excess of bank
   balances                                                                                     1,616,363       602,920
  Purchases of treasury shares                                                                          -       (52,992)
  Cash dividends paid                                                                          (1,109,568)   (1,111,209)
                                                                                              ------------  ------------
  Net cash provided by financing activities                                                       758,054     1,317,192


Net change in cash and cash equivalents                                                           (51,075)     (240,949)
Cash and cash equivalents at beginning of period                                                  371,204       565,195
                                                                                              ------------  ------------
Cash and cash equivalents at end of period                                                   $    320,129  $    324,246
</TABLE>

                                       5
<PAGE>
<TABLE>
<CAPTION>
                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

       RECONCILIATION OF NET INCOME TO NET CASH FROM OPERATING ACTIVITIES
 FOR THE THIRTY-NINE WEEKS ENDED MARCH 3, 2006 AND FORTY WEEKS ENDED MARCH 4, 2005




                                                                                                Thirty-Nine     Forty
                                                                                                Weeks Ended   Weeks Ended
                                                                                               March 3, 2006 March 4, 2005
                                                                                                -----------  -----------

Net Income

<S>                                                                                            <C>          <C>
  Net Income (Loss)                                                                            $   137,024  $  (262,997)
    Adjustment to reconcile net income (loss) to net cash provided by
     operating activities:
  Depreciation and amortization                                                                  1,730,239    1,673,307
  Deferred income taxes                                                                                  -      (57,364)
  Gain on sale of property and equipment                                                          (146,801)     (69,069)


Changes in operating assets and liabilities:
  Change in receivable- net                                                                       (139,052)     494,360
  Change in receivable- inventories                                                               (328,804)    (771,748)
  Change in pre-paid expenses                                                                      324,248     (570,434)
  Change in other assets-long term                                                                  12,352     (151,180)
  Change in accounts payable                                                                      (891,171)     300,618
  Change in accrued expenses                                                                      (456,417)     101,151
  Change in salary continuation                                                                    (48,653)     (45,605)
                                                                                                -----------  -----------


  Net cash provided by operating activities                                                    $   192,965  $   641,039
                                                                                                -----------  -----------
</TABLE>

                                       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 3, 2005.

2.   The consolidated results of operations for the thirty-nine weeks ended
     March 3, 2006 and forty weeks ended March 4, 2005 are not necessarily
     indicative of the results to be expected for the fifty-two week fiscal year
     ending June 2, 2006. Certain prior year amounts have been reclassified to
     conform to the current year presentation.

3.   The Company changed its accounting policy in the fourth quarter of fiscal
     2005 with regard to casualty insurance reserves. The effect of this
     accounting change was to adopt this policy as of the beginning of fiscal
     2005 (May 29, 2004). Previously, casualty insurance reserves were
     calculated using the case reserves method. The Company changed this
     accounting policy to the fully developed actuarial method of estimating
     insurance reserves. This change in accounting policy was made to improve
     the quality of the accounting estimate. The fully developed method reflects
     future costs inherent in the total population of claims including claims
     reported and IBNR (incurred but not reported). The estimate includes the
     recognition of inflation trends and the fact that injuries may become more
     severe over time. The cumulative effect of this change in accounting policy
     did not have a material effect on the financial statements. 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 3, 2005.

4.   The following tables summarize the prepaid assets accounts:

                                       Prepaid Breakdown


                                           Thirty-Nine          Forty
                                           Weeks Ended       Weeks Ended
                                          March 3, 2006     March 4, 2005
                                         ----------------  ----------------

Truck Shop Supplies                     $        635,623  $        632,769
Insurance Deposit                                242,517           393,155
Slotting Fees                                    304,017           332,465
Deferred Advertising Fees                        181,012           181,012
Prepaid Insurance                                423,310           645,797
Prepaid Taxes/Licenses                           241,521           568,851
Prepaid Dues/Supplies                             55,770            44,982
Other                                             28,730            64,346
                                         ----------------  ----------------

                                        $      2,112,500  $      2,863,377
                                         ================  ================




                                       7
<PAGE>

5.   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.


6.   In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation-Transition and Disclosure-an amendment of FASB Statement No.
     123." SFAS No. 148. amends SFAS No. 123, "Accounting for Stock-Based
     Compensation" to provide alternative methods of transition for a voluntary
     change to the fair value based method of accounting for stock-based
     employee compensation. In addition, SFAS No. 148 amends the disclosure
     requirements of SFAS No.123 to require prominent disclosures in both annual
     and interim financial statements about the method of accounting for
     stock-based employee compensation and the effect of the method used on
     reported results. The Company has adopted the disclosure requirements of
     SFAS No. 148 effective May 31, 2003 in its consolidated financial
     statements. The Company will continue to account for stock-based
     compensation using the methods described in Note 8 below.


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 ended weeks ended March 3,
     2006 and forty weeks ended March 4, 2005:

<TABLE>
<CAPTION>

                                                                                                 -----------------------
                                                                                                 Thirty-Nine    Forty
                                                                                                 Weeks Ended Weeks Ended
                                                                                                  March 3,    March 4,
                                                                                                    2006        2005
                                                                                                 -----------------------

<S>                                                                                              <C>         <C>
Weighted average number of common shares used in computing basic                                 11,835,330  11,850,023
  earnings per share
Effect of dilutive stock options                                                                      2,366           0
                                                                                                 ----------- -----------

Weighted average number of common shares and dilutive potential
  common stock used in computing dilutive earnings per share                                     11,837,696  11,850,023

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

8.   The Company applies APB Opinion No. 25 in accounting for all of its stock
     option plans and, accordingly, no compensation cost has been recognized for
     its stock options in the financial statements. The table below presents the
     pro-forma net income effect of the options using the Black-Scholes option
     pricing model prescribed under SFAS No. 123.

                                       8
<PAGE>
<TABLE>
<CAPTION>

                                                                             -------------------------------------------
                                                                              Thirteen  Fourteen  Thirty-Nine    Forty
                                                                               Weeks      Weeks      Weeks       Weeks
                                                                               Ended      Ended      Ended       Ended
                                                                              3/3/2006  3/4/2005    3/3/2006   3/4/2005
                                                                             -------------------------------------------

<S>                                                                         <C>        <C>       <C>          <C>
Net (loss) income as reported                                               $  490,297 $(443,959)$   137,024  $(262,997)

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)   (2,614)     (7,844)    (7,842)
                                                                             ---------- --------- -----------  ---------

Pro-forma net (loss) income                                                 $  487,682 $(446,573)$   129,180  $(270,839)
                                                                             ========== ========= ===========  =========

(Loss) income per share as reported-basic                                   $     0.04 $   (0.04)$      0.01  $   (0.02)
(Loss) income per share as reported-diluted                                 $     0.04 $   (0.04)$      0.01  $   (0.02)
Pro-forma (loss) income per share-basic                                     $     0.04 $   (0.04)$      0.01  $   (0.02)
Pro-forma (loss) income per share-diluted                                   $     0.04 $   (0.04)$      0.01  $   (0.02)
</TABLE>

9.   The Company entered into a five year term product purchase commitment
     during the year ending May 31, 2001 with a supplier. Under the terms of the
     agreement the minimum purchase quantity and the unit purchase price were
     fixed resulting in a minimum first year commitment of approximately
     $2,171,000. After the first year, the minimum purchase quantity was fixed
     and the purchase unit price was negotiable, based on current market.
     Subsequently, in September 2002, the product purchase agreement was amended
     to fix the purchase unit price and establish specific annual quantities.
     The purchase commitment with the supplier, based on a specific purchase
     price and specific annual quantities, ended as of October 25, 2005. The
     Company is prohibited from purchasing the product from any other vendor
     until October 25, 2006.

10.  The interest rate on the Company's bank debt is reset monthly to reflect
     the 30 days LIBOR rate. Consequently, the carrying value of the bank debt
     approximates fair value. During the thirty-nine weeks ended March 3, 2006
     the Company's bank debt was decreased by $.70 million compared to an
     increase of $.71 million last year. The interest rate at March 3, 2006 was
     6.31% compared to 5.83% at March 4, 2005.

11.  The Company has a letter of credit in the amount of $3,084,365 outstanding
     at March 3, 2006 to support the Company's commercial self-insurance
     program.

12.  Currently, the Company has a line-of-credit agreement with a local bank
     that permits borrowing up to $2 million, compared to $1 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 3, 2006
     was $1,297,137 with an interest rate of 7.50%, leaving the Company with
     $702,863 of credit availability. The Company's line-of-credit debt as of
     March 4, 2005 was $1,000,000 with an interest rate of 5.50%, leaving the
     Company with $0 of credit availability.

13.  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.

                                       9
<PAGE>

     The Company's notes receivable requires collateral and buyer investment
     and management believes they are well secured.


                                       10
<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 3, 2006 and the related interim
consolidated statements of income and cash flows for the 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 3, 2005 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 August 5, 2005 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 3, 2005, is fairly stated in all material respects in relation
to the consolidated balance sheet from which it has been derived.

As discussed in Note 3 to the accompanying consolidated financial statements,
the Company has changed its accounting policy with respect to the casualty
insurance liability.






 Birmingham, Alabama
 April 11, 2006                        DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP


                                       11
<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 433 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.

                                       12
<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.

Change in Accounting Policy

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 changed its accounting policy in the fourth quarter of fiscal 2005
with regard to the casualty insurance obligations. The Company adopted the use
of a third-party actuary to estimate the casualty insurance obligations on an
annual basis. This change in accounting policy was made to determine the
ultimate loss and reserve requirements through 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. The cumulative effect of this
change in accounting policy did not have a material effect on the financial
statements.

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 3, 2006 and June 3, 2005 the
Company had accounts receivables in the amount of $7.8 million and $7.7 million,
net of an allowance for doubtful accounts of $0.1 million and $0.2 million,
respectively.

The following table summarizes the Company's customer accounts receivable
profile as of March 3, 2006:

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

Less than $1,000.00 ...............................                     1416
$1,001.00-$10,000.00 ..............................                      556
$10,001.00-$100,000.00 ............................                      107
$100,001.00-$500,000.00 ...........................                        7
$500,001.00-$1,000,000.00 .........................                        0
$1,000,001.00-$2,500,000.00 .......................                        1
                                                   --------------------------

Total All Accounts ................................                     2087
                                                   ==========================

                                       13
<PAGE>

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 material expenses in an effort to record those
expenses in the period incurred. The most material accrued estimates relate to a
salary continuation plan for certain key executives of the Company, and to
insurance-related expenses, including self-insurance. In 2005, the Company
adopted the use of 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.


OTHER MATTERS

Transactions with related parties, reported in Note 14 of the Notes to
Consolidated Financial Statements in the Annual Report to Stockholders for
fiscal year ended June 3, 2005, are conducted on an arm's-length basis in the
ordinary course of business.


LIQUIDITY AND CAPITAL RESOURCES

Working Capital was $5.3 million at June 3, 2005 and $4.3 million at the end of
the thirty-nine weeks ended March 3, 2006. Net cash provided by operating
activities amounted to $0.2 million for the thirty-nine weeks this year compared
to $0.6 million for last year's forty weeks.

Additions to property, plant and equipment, net of disposals, were $0.69 million
this year and $2.30 million last year. Cash dividends of $1.11 million were paid
during this year's thirty-nine weeks compared to $1.11 million 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 1.40
to 1.00 at March 3, 2006.

The following table summarizes the significant contractual obligations of the
Company as of March 3, 2006:
<TABLE>
<CAPTION>

Contractual Obligations             Total           2007         2008-2009      2010-2011      Thereafter
------------------------------   ------------    -----------    -----------    -----------    -------------
<S>                             <C>             <C>            <C>            <C>            <C>
Long-Term Debt                  $  1,180,308    $   741,246    $   200,148    $   238,914    $           -
Salary Continuation Plan           1,791,144        110,315        248,859        291,884        1,140,086
                                 ------------    -----------    -----------    -----------    -------------
Total Contractual Obligations   $  2,971,452    $   851,561    $   449,007    $   530,798    $   1,140,086
</TABLE>

OFF-BALANCE SHEET ARRANGEMENT

The Company entered into a five-year term product purchase commitment during the
year ending May 31, 2001 with a supplier. Under the terms of the agreement the
minimum purchase quantity and the unit purchase price were fixed resulting in a
minimum first year commitment of approximately $2,171,000. After the first year,
the minimum purchase quantity was fixed and the purchase unit price was
negotiable, based on current market. Subsequently, in September 2002, the
product purchase agreement was amended to fix the purchase unit price and
establish specific annual quantities. The purchase commitment with the supplier,
based on a specific purchase price and specific annual quantities, ended as of
October 25, 2005. The Company is prohibited from purchasing the product from any
other vendor until October 25, 2006.

                                       14
<PAGE>

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 3, 2006, net sales decreased 1% from the
comparable period in fiscal 2005. Last year's third quarter included fourteen
weeks of snack food sales and costs compared to the normal thirteen weeks this
year. Without the extra week, net sales would have increased 6%. For the
year-to-date, net sales increased 2.15% in this year's thirty-nine week period
from last year's forty-week period. This year's thirteen weeks cost of sales was
53.0% of net sales compared to 53.5% last year, and selling, general, and
administrative expenses were 44.3% of net sales this year and 49.1% last year.
The year-to-date cost of sales was 54.0% of net sales compared to 53.2% last
year, and selling, general, and administrative expenses were 45.9% of net sales
this year and 47.5% last year.


The following tables compare manufactured products to resale products:

<TABLE>
<CAPTION>
                               Manufactured Products-Resale Products

                                                                 Thirteen Weeks Ended              Fourteen Weeks Ended
                                                                   March 3, 2006                        March 4, 2005
Sales                                                                                    %                          %
<S>                                                                   <C>               <C>    <C>                 <C>
Manufactured Products                                                 $21,085,340       78.6%  $21,247,911         78.7%
Resale Products                                                         5,734,419       21.4%    5,764,737         21.3%
                                                               ------------------- ----------  ------------  -----------
Total                                                                 $26,819,759      100.0%  $27,012,648        100.0%

                                                                                        GM                          GM
Gross Margin                                                                             %                          %
Manufactured Products                                                 $10,133,822       48.1%  $10,172,479         47.9%
Resale Products                                                         2,471,411       43.1%    2,384,870         41.4%
                                                               -------------------             ------------
Total                                                                 $12,605,233       47.0%  $12,557,349         46.5%

                               Manufactured Products-Resale Products

                                                                 Thirteen Weeks Ended              Fourteen Weeks Ended
                                                                   March 3, 2006                        March 4, 2005
Sales                                                                                    %                          %
Manufactured Products                                                 $61,774,448       78.9%  $60,790,225         79.3%
Resale Products                                                        16,507,262       21.1%   15,840,609         20.7%
                                                               ------------------- ----------  ------------  -----------
Total                                                                 $78,281,710      100.0%  $76,630,834        100.0%

                                                                                         GM                         GM
Gross Margin                                                                              %                          %
Manufactured Products                                                 $29,280,997       47.4%  $29,253,880         48.1%
Resale Products                                                         6,756,741       40.9%    6,620,592         41.8%
                                                               -------------------             ------------
Total                                                                 $36,037,738       46.0%  $35,874,472         46.8%
</TABLE>

                                       15
<PAGE>


The Company's gain on sales of assets for the thirteen weeks ended in the amount
of $47,847 was from the sale of used transportation equipment.

For last year's fourteen weeks the gain on sale of assets was $29,900 from the
sale of used transportation equipment for cash.

The Company's investment income decreased 4.3% from last year. For the
thirty-nine weeks ended investment income was down 3.6%.

The Company's effective tax rate for the thirteen weeks was 36.9% compared to
-36.2% for the last year's fourteen weeks and 36.9% for the thirty-nine weeks
this year and -36.9% last year.


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 investment securities, 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,
2006 variable rate investment levels and bank loan balances, a one-point change
in interest rates would impact interest income by $71 on an annual basis and
interest expense by $11,803.

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.

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.

                                       16
<PAGE>


                                     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 15.

                                     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

         Not applicable.

                                     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.

                                       17
<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


     (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).


                                       18
<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 Lease of Aircraft executed by and between Golden Flake Snack Foods,
          Inc., a wholly-owned subsidiary of Golden Enterprises, Inc., and Sloan
          Y. Bashinsky, Sr. (incorporated by reference as Exhibit 10.1 to Golden
          Enterprises, Inc. May 31, 1999 Form 10-K filed with the Commission).


     10.8 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).

                                       19
<PAGE>


     10.9 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).


     10.10 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).


     10.11 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).


     10.12 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).


     10.13 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).


     10.14 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).


     10.15 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).


     (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.


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


                                       20
<PAGE>

     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, 2006        /s/Mark W. McCutcheon
                --------------        ---------------------
                                         Mark W. McCutcheon
                                         President and
                                         Chief Executive Officer


         Dated:  April 11, 2006       /s/ Patty Townsend
                 --------------       ------------------
                                        Patty Townsend
                                        Vice-President and
                                        Chief Financial Officer
                                        (Principal Accounting Officer)


                                       21