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 (twenty-six weeks) period ended November 27, 2009
                                                  -----------------


                                       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)

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      None
          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
        Title Of Class                    Name of exchange on which registered
        --------------                    ------------------------------------
Capital Stock, Par Value $0.66 2/3                      NASDAQ

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 has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes ( ) No ( )

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer, or a smaller reporting company
(as defined in Rule 12b-2 of the Act). (Check one):
Large accelerated filer ___               Accelerated filer ___
Non-accelerated filer ___                 Smaller reporting company _X_

<PAGE>

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 December 31, 2009.
                                                     Outstanding at
             Class                                 December 31, 2009
             -----                                 -----------------
Common Stock, Par Value $0.66 2/3                      11,746,632

               EXCHANGE ACT REPORTS AVAILABLE ON COMPANY WEBSITE

Under "SEC Filings" on the "Financial" page of the Company's website located at
www.goldenflake.com, links to the following filings are made available as soon
as reasonably practicable after they are electronically filed with or furnished
to the Securities and Exchange Commission (the "SEC")" the Company's Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K, Proxy Statement on Schedule 14A related to the Company's Annual
Shareholders Meeting, and any amendments to those reports or statements filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Act of 1934. You
may also read and copy any materials we file with the SEC at the SEC's Public
Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains an Internet website located at
http://www.sec.gov that contains the information we file or furnish
electronically with the SEC.


                                        2
<PAGE>

                            GOLDEN ENTERPRISES, INC.

                                     INDEX

                                                                        Page No.
Part I.    FINANCIAL INFORMATION

Item 1     Financial Statements (unaudited)

           Condensed Consolidated Balance Sheets
           November 27, 2009 (unaudited) and May 29, 2009                   4

           Condensed Consolidated Statements of Income (unaudited)
           Thirteen Weeks and Twenty-Six Weeks Ended November 27, 2009
           and November 28, 2008                                            5

           Condensed Consolidated Statements of Cash Flows (unaudited)-
           Twenty-Six Weeks Ended November 27, 2009 and November 28,
           2008                                                             6

           Notes to Condensed Consolidated Financial Statements
           (unaudited)                                                      8

           Report of Independent Registered Public Accounting Firm         10


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

Item 3     Quantitative and Qualitative Disclosure About Market Risk       14

Item 4     Controls and Procedures                                         14


PART II.   OTHER INFORMATION                                               15

Item 1     Legal Proceedings                                               15

Item 1-A   Risk Factors                                                    15

Item 2     Unregistered Sales of Equity Securities and Use of Proceeds     15

Item 3     Defaults Upon Senior Securities                                 16

Item 4     Submission of Matters to a Vote of Security Holders             16

Item 5     Other Information                                               16

Item 6     Exhibits                                                        17


                                        3
<PAGE>

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

                                                     (Unaudited)      (Audited)
                                                     November 27,      May 29,
                                                        2009            2009
                                                        ----            ----
                                 ASSETS
CURRENT ASSETS
  Cash and cash equivalents                        $    713,257    $  1,178,060
  Receivables, net                                    8,754,558       9,297,434
  Inventories:
     Raw materials and supplies                       1,750,823       1,693,655
     Finished goods                                   3,837,442       3,318,497
                                                    ------------    ------------
                                                      5,588,265       5,012,152
                                                    ------------    ------------

  Prepaid expenses                                    2,106,239       1,608,790
  Deferred income taxes                                 676,480         676,480
                                                    ------------    ------------
     Total current assets                            17,838,799      17,772,916
                                                    ------------    ------------

  Property, plant and equipment, net                 21,408,968      16,056,235
  Other assets                                        2,614,548       2,575,825
                                                    ------------    ------------

     Total                                         $ 41,862,315    $ 36,404,976
                                                    ============    ============

                    LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
  Checks outstanding in excess of bank balances    $  1,428,857    $  1,691,230
  Accounts payable                                    5,738,342       3,437,482
  Accrued income taxes                                  516,563         286,383
  Current portion of long-term debt                     330,695               -
  Other accrued expenses                              4,751,031       5,157,323
  Salary continuation plan                              148,762         142,948
  Line of credit outstanding                          2,927,526       1,454,155
                                                    ------------    ------------

     Total current liabilities                       15,841,776      12,169,521
                                                    ------------    ------------

LONG-TERM LIABILITIES
  Notes payable - bank, non-current                   3,588,717       2,743,440
  Salary continuation plan                            1,365,019       1,414,303
  Deferred income taxes                                 669,815         669,815
                                                    ------------    ------------

     Total long-term liabilities                      5,623,551       4,827,558
                                                    ------------    ------------

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                                  15,568,638      14,579,547
                                                    ------------    ------------
                                                     31,285,787      30,296,696
  Less:  Cost of common shares in treasury
   (2,082,161 shares at November 27, 2009
   and 2,082,161 shares at May 29, 2009)            (10,888,799)    (10,888,799)
                                                    ------------    ------------

     Total stockholder's equity                      20,396,988      19,407,897
                                                    ------------    ------------

        Total                                      $ 41,862,315    $  6,404,976
                                                    ============    ============


See Accompanying Notes to Condensed Consolidated Financial Statements

                                        4
<PAGE>

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


<BTB>
                                                     Thirteen            Thirteen           Twenty-Six          Twenty-Six
                                                      Weeks               Weeks               Weeks               Weeks
                                                      Ended               Ended               Ended               Ended
                                                 November 27, 2009   November 28, 2008   November 27, 2009   November 28, 2008
                                                ------------------- ------------------- ------------------- -------------------
<S>                                              <C>                 <C>                 <C>                 <C>
Net sales                                        $      31,452,068   $      29,155,330   $      64,044,230   $      59,006,018
Cost of sales                                           16,534,907          15,791,595          33,136,103          31,176,866
                                                 ------------------  ------------------  ------------------  ------------------
Gross margin                                            14,917,161          13,363,735          30,908,127          27,829,152

Selling, general and administrative expenses            13,867,314          13,010,121          28,197,167          26,889,178
                                                 ------------------  ------------------  ------------------  ------------------
  Operating income                                       1,049,847             353,614           2,710,960             939,974
                                                 ------------------  ------------------  ------------------  ------------------

Other (expenses) income:
  Gain on sale of assets                                     7,374             804,767              44,305             849,678
  Interest expense                                         (90,147)            (48,308)           (137,006)           (108,252)
  Other income                                              48,235              15,691              58,985              25,187
                                                 ------------------  ------------------  ------------------  ------------------
     Total other (expenses) income                         (34,538)            772,150             (33,716)            766,613
                                                 ------------------  ------------------  ------------------  ------------------

Income before income taxes                               1,015,309           1,125,764           2,677,244           1,706,587
Income taxes                                               331,301             427,646             953,352             654,003
                                                 ------------------  ------------------  ------------------  ------------------
     Net income                                  $         684,008   $         698,118   $       1,723,892   $       1,052,584
                                                 ==================  ==================  ==================  ==================

PER SHARE OF COMMON STOCK
     Basic earnings                              $            0.06   $            0.06   $            0.15   $            0.09
     Diluted earnings                            $            0.06   $            0.06   $            0.15   $            0.09

Weighted average number of common
  stock share outstanding:
        Basic                                           11,746,632          11,757,956          11,746,632          11,770,671
        Diluted                                         11,746,632          11,757,956          11,746,632          11,770,671

Cash dividends paid per share of
  common stock                                   $          0.0313   $          0.0313   $          0.0626   $          0.0626
</TABLE>


See Accompanying Notes to Condensed Consolidated Financial Statements

                                        5
<PAGE>

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


<BTB>
                                                                      Twenty-Six               Twenty-Six
                                                                     Weeks Ended              Weeks Ended
                                                                  November 27, 2009        November 28, 2008
                                                                 -------------------      -------------------


CASH FLOWS FROM OPERATING ACTIVITIES
   <S>                                                           <C>                      <C>
   Cash received from customers                                  $       64,587,106       $       58,992,022
   Miscellaneous income                                                      58,985                   25,187
   Cash paid to suppliers and employees                                 (30,584,447)             (30,357,320)
   Cash paid for operating expenses                                     (28,840,596)             (26,931,843)
   Income taxes paid                                                       (723,172)                (521,346)
   Interest expenses paid                                                  (137,006)                (108,252)
                                                                  ------------------       ------------------
   Net cash provided by operating activities                              4,360,870                1,098,448


CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of property, plant and equipment                             (6,542,240)                (670,111)
   Proceeds from sale of property, plant and equipment                       64,398                2,687,892
                                                                  ------------------       ------------------
   Net cash (used in) provided by investing activities                   (6,477,842)               2,017,781


CASH FLOWS FROM FINANCING ACTIVITIES

   Debt proceeds                                                         12,644,869               10,039,428
   Debt repayments                                                       (9,995,526)              (9,528,360)
   Change in checks outstanding in excess of bank
     balances                                                              (262,373)                (817,370)
   Cash dividends paid                                                     (734,801)                (736,717)
   Purchases of treasury shares                                                   -                  (75,282)
                                                                  ------------------       ------------------
   Net cash provided by (used in) financing activities                    1,652,169               (1,118,301)


Net change in cash and cash equivalents                                    (464,803)               1,997,928
Cash and cash equivalents at beginning of period                          1,178,060                  442,756
                                                                  ------------------       ------------------
Cash and cash equivalents at end of period                       $          713,257       $        2,440,684
                                                                  ==================       ==================
</TABLE>


See Accompanying Notes to Condensed Consolidated Financial Statements

                                        6
<PAGE>

<TABLE><CAPTION>
                    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 TWENTY-SIX WEEKS ENDED NOVEMBER 27, 2009 AND NOVEMBER 28, 2008


<BTB>
                                                                      Twenty-Six               Twenty-Six
                                                                     Weeks Ended              Weeks Ended
                                                                  November 27, 2009        November 28, 2008
                                                                 -------------------      -------------------

<S>                                                              <C>                      <C>
Net Income                                                       $        1,723,892       $        1,052,584
   Adjustments to reconcile net income to net cash provided by
     operating activities:
   Depreciation and amortization                                          1,169,414                1,175,082
   Gain on sale of property and equipment                                   (44,305)                (849,678)

Changes in operating assets and liabilities:
   Change in receivables - net                                              542,876                  (13,996)
   Change in inventories                                                   (576,113)                (284,686)
   Change in prepaid expenses                                              (497,449)                (354,285)
   Change in other assets                                                   (38,723)                 306,663
   Change in accounts payable                                             2,300,860                  264,557
   Change in accrued expenses                                              (406,292)                (293,415)
   Change in salary continuation                                            (43,470)                 (37,035)
   Change in accrued income taxes                                           230,180                  132,657
                                                                  ------------------       ------------------

   Net cash provided by operating activities                     $        4,360,870       $        1,098,448
                                                                  ==================       ==================
</TABLE>


                                        7
<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  May  29,  2009.

2.   The consolidated results of operations for the twenty-six weeks ended
     November 27, 2009 are not necessarily indicative of the results to be
     expected for the fifty-two week fiscal year ending May 28, 2010.

3.   The following tables summarize the prepaid assets accounts at November 27,
     2009 and May 29, 2009.


                                        November 27, 2009        May 29, 2009
                                       -------------------   -------------------
         Truck shop supplies          $           666,759   $           687,570
         Insurance deposit                        138,959               138,959
         Slotting fees                            160,548               221,325
         Deferred advertising fees                560,748                10,000
         Prepaid insurance                        343,698               284,095
         Prepaid taxes/licenses                   138,128               200,694
         Prepaid dues/supplies                     76,810                28,655
         Other                                     20,589                37,492
                                       -------------------   -------------------

                                      $         2,106,239   $         1,608,790
                                       ===================   ===================


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.


                                        8
<PAGE>

6.   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 twenty-six weeks ended November 27, 2009
     and  November  28,  2008:


                                       -------------------   -------------------
                                            Twenty-Six            Twenty-Six
                                           Weeks Ended           Weeks Ended
                                        November 27, 2009     November 28, 2008
                                       -------------------   -------------------
     Weighted average number of common
       shares used in computing basic
       earnings per share                      11,746,632            11,770,671
     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             11,746,632            11,770,671
                                       ===================   ===================
     Stock options excluded from the
       above reconciliation because
       they are anti-dilutive                     329,000               369,000
                                       ===================   ===================


7.   The Company  has a letter of credit in the amount of $2,057,014 outstanding
     at  November 27, 2009 compared to $2,264,857 at May 29, 2009. The letter of
     credit  supports  the  Company's  commercial  self-insurance  program.

8.   The Company  has  a line-of-credit agreement with a local bank that permits
     borrowing  up to $3 million. During the quarter ended 11/27/2009, this line
     of  credit  was  renewed  and the limit was increased from $2 million to $3
     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 November 27, 2009 was
     $2,927,526 with an interest rate of 4.00%, leaving the Company with $72,474
     of  credit  availability.  The  Company's line-of-credit debt as of May 29,
     2009  was  $1,454,155  with  an interest rate of 4.00%, leaving the Company
     with  $545,845  of  credit  availability.

9.   The interest  rate on the Company's note payable is fixed at 4.25% over the
     10-year  term  of  the loan. The Company's total bank debt was increased by
     $1,175,972  for the period ended November 27, 2009 compared to May 29, 2009
     when  the  Company  had  $2,743,440  in  bank debt. There are no prepayment
     penalties  on this note and the Company intends to repay it at the earliest
     practicable  date.

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.

11.  On December 14, 2009, the Company executed a Purchase and Sale Agreement to
     sell  property  located  at  4771 Phyllis Street, Jacksonville, Florida for
     $160,000. The property is scheduled to close in the Company's third quarter
     in  2010.


                                        9
<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  November  27, 2009, and the related
condensed  consolidated  statements  of income and cash flows for the twenty-six
week  periods  ended  November  27, 2009 and November 28, 2008.  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 May 29, 2009
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 6, 2009 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 May 29, 2009, is
fairly  stated  in all material respects in relation to the consolidated balance
sheet  from  which  it  has  been  derived.




Birmingham, Alabama
January 7, 2010                    DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP


                                       10
<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 May 29, 2009.  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  May  29, 2009.  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  the independent distributors and 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.

Liquidity and Capital Resources

At  November  27,  2009  and  May  29,  2009, working capital was $1,997,023 and
$5,603,395,  respectively.

The  Company  did  not  purchase  shares  of  treasury  stock this quarter.  The
Company's  current  ratio was 1.13 to 1.00 at November 27, 2009 compared to 1.46
to  1.00  at  May  29,  2009.


                                       11
<PAGE>

Accounts Receivable and Allowance for Doubtful Accounts

At  November  27,  2009 and May 29, 2009 the Company had accounts receivables in
the  amount  of  $8,754,558  and  $9,297,434,  net  of an allowance for doubtful
accounts  of  $70,000  and  $127,130,  respectively.

The  following  table  summarizes  the  Company's  customer  accounts receivable
profile  as  of  November  27,  2009  and  May  29,  2009:


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

                                          November 27, 2009       May 29, 2009

       Less than $1,000.00                            1,029              1,055
       $1,001.00-$10,000.00                             544                542
       $10,001.00-$100,000.00                           128                137
       $100,001.00-$500,000.00                            7                  7
       $500,001.00-$1,000,000.00                          0                  2
       $1,000,001.00-$2,500,000.00                        1                  0
                                                          -                  -

       Total All Accounts                             1,709              1,743
                                                      =====              =====

Contractual Obligations

The  following  table  summarizes the significant contractual obligations of the
Company  as  of  November  27,  2009:


<TABLE><CAPTION>
<BTB>
Contractual Obligations                  Total          Current        2-3 Years       4-5 Years      Thereafter
-----------------------                  -----          -------        ---------       ---------      ----------
<S>                                 <C>             <C>             <C>             <C>             <C>
Long-Term Debt                      $   3,919,412   $     330,695   $     705,243   $     768,987   $   2,114,487
Vehicle Lease                           2,616,929         902,534       1,559,540         154,855               -
Salary Continuation Plan                1,513,781         148,762         335,590         393,610         635,819
                                    -------------   -------------   -------------   -------------   -------------
Total Contractual Obligations       $   8,050,122   $   1,381,991   $   2,600,373   $   1,317,452   $   2,750,306
                                    =============   =============   =============   =============   =============
</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 November 27, 2009, net sales increased 7.9% from
the  comparable  period  in fiscal 2009. For the twenty-six weeks ended November
27,  2009,  net  sales increased 8.5% from the comparable period in fiscal 2009.
This  year's  second  quarter  cost  of sales was 52.6% of net sales compared to
54.2%  for  last  year's second quarter.  This year's year to date cost of sales
was  51.7%  of  net  sales compared to 52.8% for last year's year to date.  This
year's  second  quarter, selling, general and administrative expenses were 44.1%
of net sales compared to 44.6% for last year's second quarter.  This year's year
to  date  selling,  general  and administrative expenses were 44.0% of net sales
compared  to  45.6%  for  last  year's  year  to  date.


                                       12
<PAGE>

The following tables compare manufactured products to resale products:


                     Manufactured Products-Resale Products


                          Thirteen Weeks Ended         Thirteen Weeks Ended
                           November 27, 2009            November 28, 2008
Sales                                           %                            %
Manufactured Products     $   24,490,300      77.9%    $   23,227,596      79.7%
Resale Products                6,961,768      22.1%         5,927,734      20.3%
                          ---------------  --------    ---------------  --------
Total                     $   31,452,068     100.0%    $   29,155,330     100.0%
                          ===============  ========    ===============  ========


Gross Margin                                    %                            %
Manufactured Products     $   12,439,581      50.8%    $   11,195,693      48.2%
Resale Products                2,477,580      35.6%         2,168,042      36.6%
                          ---------------              ---------------
Total                     $   14,917,161      47.4%    $   13,363,735       5.8%
                          ===============              ===============



                         Twenty-Six Weeks Ended       Twenty-Six Weeks Ended
                           November 27, 2009            November 28, 2008
Sales                                           %                            %
Manufactured Products     $   50,718,141      79.2%    $   47,063,062      79.8%
Resale Products               13,326,089      20.8%        11,942,956      20.2%
                          ---------------  --------    ---------------  --------
Total                     $   64,044,230     100.0%    $   59,006,018     100.0%
                          ===============  ========    ===============  ========


Gross Margin                                    %                            %
Manufactured Products     $   26,080,679      51.4%    $   23,303,268      49.5%
Resale Products                4,827,448      36.2%         4,525,884      37.9%
                          ---------------              ---------------
Total                     $   30,908,127      48.3%    $   27,829,152      47.2%
                          ===============              ===============


The  Company's  gain on sale of assets for the thirteen weeks ended November 27,
2009 in the amount of $7,374 was from the sale of used transportation equipment.

For  last  year's  thirteen weeks, the gain on sale of assets was $804,767 which
was from the sale of used transportation equipment for $22,055 and from the sale
of  warehouse  properties  at  Marietta,  Georgia  and  Nashville, Tennessee for
$782,712.

The  Company's  effective  tax rate for the thirteen weeks was 32.6% compared to
38.0% for the last year's thirteen weeks and 35.6% for the twenty-six weeks this
year  and  38.3%  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 commodity
prices  affecting  the  cost  of  its  raw  materials.

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 and under contract through brokers or directly from
growers.  Future  contracts  have  been  used  occasionally  to hedge immaterial
amounts  of  commodity  purchases,  but  none  are  presently  being  used.


                                       13
<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.

Subsequent Events

On December 14, 2009, the Company executed a Purchase and Sale Agreement to sell
property    located  at 4771 Phyllis Street, Jacksonville, Florida for $160,000.
The  property  is  scheduled  to  close  in the Company's third quarter in 2010.


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

Pursuant  to  Item  305(e) of Regulation S-K (Section 229.305(e)) the Company is
not  required  to  provide  the Information under this item, as it is a "Smaller
Reporting  Company"  as  defined  by  Rule  229.10(f)(1).


                                     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.


                                       14
<PAGE>

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 second fiscal quarter ended November 27,
2009  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.


                           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
2009 Annual Report on Form 10-K.


                                     ITEM 2
                                     ------

                    UNREGISTERED SALES OF EQUITY SECURITIES
                              AND USE OF PROCEEDS

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

Registrant Purchases of Equity Securities.

The  Company  did  not  purchase  any shares of treasury stock for the quarterly
period  ended  November  27,  2009.

ISSUER PURCHASES OF EQUITY SECURITIES
--------------------------------------------------------------------------------
Period                      (a) Total   (b) Average   (c) Total    (d) Maximum
                            Number of    Price Paid     Number       Number (or
                              Shares      per Share   of Shares     Approximate
                            (or Units)    (or Unit)   (or Units)   Dollar Value)
                            Purchased                 Purchased      of Shares
                                                      as Part of    (or Units)
                                                       Publicly    that May Yet
                                                      Announced    Be Purchased
                                                       Plans or      Under the
                                                       Programs      Plans or
                                                                     Programs

August 29 to September 25     -0-           -0-          -0-           -0-
--------------------------------------------------------------------------------
September 26 to October 30    -0-           -0-          -0-           -0-
--------------------------------------------------------------------------------
October 31 to November 27     -0-           -0-          -0-           -0-
--------------------------------------------------------------------------------
Total Second Quarter          -0-           -0-          -0-           -0-
--------------------------------------------------------------------------------


                                       15
<PAGE>


                                     ITEM 3
                                     ------

                        DEFAULTS UPON SENIOR SECURITIES


Not applicable.


                                     ITEM 4
                                     ------

                            SUBMISSION OF MATTERS TO
                           A VOTE OF SECURITY HOLDERS

(a)  The Annual  Meeting of Stockholders of Golden Enterprises, Inc. was held on
     September 24, 2009 and duly adjourned to and reconvened on October 8, 2009.
(b)  All director  nominees  were  elected.
(c)  The following  is a tabulation of the voting for the election of Directors:

                             ELECTION OF DIRECTORS

              Names                       Votes For         Votes Withheld
              -----                       ---------         --------------

         John S. Stein                   10,020,265                377,820
         Edward R. Pascoe                10,384,076                 14,009
         John P. McKleroy, Jr.           10,039,921                358,164
         James I. Rotenstreich           10,370,636                 27,449
         John S.P. Samford               10,374,437                 23,648
         J. Wallace Nall, Jr.            10,015,099                382,986
         F. Wayne Pate                   10,010,190                387,895
         Joann F. Bashinsky              10,009,349                388,736
         Mark W. McCutcheon              10,099,522                298,563


                                     ITEM 5
                                     ------

                               OTHER INFORMATION


Not applicable.


                                       16
<PAGE>


                                     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).

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.

                                       17
<PAGE>

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 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).

10.9    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).

                                       18
<PAGE>

10.16   Real Property  Purchase  and  Sale  Agreement  dated May 2, 2008 whereby
        Golden  Flake  Snack  Foods,  Inc.,  a wholly-owned subsidiary of Golden
        Enterprises,  Inc.  re-acquired  certain  real  property  in  Nashville,
        Tennessee  (incorporated  by  reference  to  Exhibit  10.16  to  Golden
        Enterprises,  Inc.  May  30,  2008 form 10-K filed with the commission).

10.18   Purchase and  Sale  Agreement executed by and between Golden Flake Snack
        Foods,  Inc.  as  Seller,  and  Michael L. Rankin, as Purchaser, with an
        effective  date of August 20 2008, for the sale of real property located
        at  2926  Kraft Drive, Nashville, County of Davidson, State of Tennessee
        and  undeveloped  real  property located across the road from 2926 Kraft
        Drive (incorporated by reference to Exhibit 10.18 to Golden Enterprises,
        Inc.  August  29,  2008  Form  10-Q  filed  with  the  Commission).

10.19   Purchase and  Sale  Agreement executed by and between Golden Flake Snack
        Foods,  Inc.,  as  Seller,  and  Steve  Bacorn,  as  Purchaser,  with an
        effective  date  of  July 7, 2008, for the sale of land and improvements
        located  in  Cobb  County,  at  321  Marble Mill Road, Marietta, Georgia
        (incorporated  by  reference  to  Exhibit 10.19 Golden Enterprises, Inc.
        August  29,  2008  Form  10-Q  filed  with  the  Commission).

10.20   Amendment  to  Salary  Continuation  Plan  for  Mark W. McCutcheon dated
        December  30,  2008  (incorporated  by reference to Exhibit 10.20 Golden
        Enterprises,  Inc.  February  27,  2009  Form  10-Q  filed  with  the
        Commission).

10.21   Purchase and  Sale  Agreement executed by and between Golden Flake Snack
        Foods,  Inc.,  as Seller, and Rodney D. Evans and Everett James Crowell,
        as Purchasers, with an effective date of December 14, 2009, for the sale
        of  land  and improvements located in Duval County, at 4771 Phyllis St.,
        Jacksonville,  Florida.

14.1    Golden Enterprises,  Inc.'s  Code  of  Conduct and Ethics adopted by the
        Board  of  Directors  on  April  8,  2004  (incorporated by reference to
        Exhibit  14.1 to Golden Enterprises, Inc. May 31, 004 From 10-K 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.
        June  3,  2005  Form  10-K  filed  with  the  Commission).

21      Subsidiaries  of the Registrant (incorporated by reference to Exhibit 21
        to  Golden  Enterprises,  Inc.  May  31,  2004  Form 10-K filed with the
        Commission).

(31)    Certifications

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

                                       19
<PAGE>

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

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

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

(99)    Additional Exhibits

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


                                   SIGNATURES

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


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

Dated: January 14, 2010                  /s/ Mark W. McCutcheon
       ----------------                  ----------------------
                                             Mark W. McCutcheon
                                             President and
                                             Chief Executive Officer


Dated: January 14, 2010                  /s/ Patty Townsend
       ----------------                  ------------------
                                             Patty Townsend
                                             Vice-President and
                                             Chief Financial Officer
                                             (Principal Accounting Officer)


                                       20