UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-Q/A
                                (Amendment No. 1)

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

For the quarterly period ended February 29, 2004
                               -----------------

                                       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
---------------------------------------    -----------------------------------



                                 (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 the number of shares  outstanding of each of the issuer's  classes
of common stock, as of March 31, 2004.


                                                              Outstanding at
        Class                                                 March 31, 2004
        -----                                                 --------------
Common Stock, Par Value $0.66 2/3                               11,883,305

<PAGE>
Explanatory Note

     This form 10-Q/A amends the  Registrant's  quarterly report on form 10-Q as
of and for the nine months  ended  February  29, 2004 as filed on April 12, 2004
and is being filed to reflect the restatement of the  Registrant's  Consolidated
Financial  Statements for accruals for its vacation pay and self-insured  health
and  casualty  obligations.  See Note 2 to the restated  Consolidated  Financial
Statements  for the year ended May 31,  2003,  for  further  discussion  on this
matter. Each item of the 2004 third quarter Form 10-Q as filed on April 12, 2004
that was affected by the restatement has been amended and restated.

     The  Registrant  did not amend its Annual  Report on Form 10-K or Quarterly
Reports on Form 10-Q for periods affected by the restatement that ended prior to
May 31, 2003,  and the financial  statements and related  financial  information
contained in such reports should no longer be relied on.




                                       2
<PAGE>
                            GOLDEN ENTERPRISES, INC.

                                      INDEX

Part I.                     FINANCIAL INFORMATION                      Page No.

Item 1    Restated Consolidated Financial Statements (unaudited)

          Condensed Consolidated Balance Sheets
          February 29, 2004 (unaudited) and May 31, 2003                  4

          Condensed Consolidated Statements of Operations (unaudited)
          Three Months and Nine Months Ended February 29, 2004
          and  February 28, 2003                                          5

          Condensed Consolidated Statements of Cash Flows
          (unaudited)- Nine Months Ended February 29, 2004 and
          February 28, 2003                                               6

          Notes to Restated Condensed Consolidated Financial
          Statements (unaudited)                                          7

          Independent Accountant's Report                                 13

Item 2    Management's Discussion and Analysis of Financial
          Condition and Results of Operations                             14

Item 3    Quantitative and Qualitative
          Disclosure About Market Risk                                    18

Item 4    Controls and Procedures                                         18

Part II.  OTHER INFORMATION

Item 6    Exhibits and Report on Form 8-K                                 20





                                       3
<PAGE>
<TABLE>
                        PART I.  FINANCIAL INFORMATION
                        ITEM 1. RESTATED FINANCIAL STATEMENTS (UNAUDITED)
                        The restated consolidated financial statements, including the notes to the restated
                        consolidated financial statements, set forth in this item 1 have been revised to reflect
                        the restatement of the original Form 10-Q.
                        GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                                                                  Restated             Restated
                                                                                 February 29,           May 31,
                                                                                     2004                 2003
                                                                                ---------------     ---------------
                                                                                 (Unaudited)            (Audited)

                          ASSETS
<CAPTION>
<S>                                                                              <C>                 <C>
Cash and cash equivalents                                                        $     478,984       $   1,278,333
Receivables, net                                                                     7,902,129           7,846,254
Note Receivable, current                                                                44,857              42,253
     Inventories:
Raw material and supplies                                                            1,736,407           1,496,992
Finished goods                                                                       2,553,827           2,289,145
                                                                                     ---------           ---------

                                                                                     4,290,234           3,786,137
                                                                                     ---------           ---------

  Prepaid expense                                                                    4,087,489           2,881,121
Deferred income taxes                                                                  344,770             652,153
                                                                                       -------             -------
Total current assets                                                                17,148,463          16,486,251
                                                                                    ----------          ----------


Property, plant and equipment, net                                                  14,118,829          15,361,573
Long-term Note Receivable                                                            1,831,771           1,865,747
Other assets                                                                         2,777,822           2,777,972
                                                                                     ---------           ---------

                                                                                 $  35,876,885       $  36,491,543
                                                                                 =============       =============

                          LIABILITIES AND STOCKHOLDERS' EQUITY

     Current Liabilities:
Checks outstanding in excess of bank balances                                    $   1,704,403       $   1,157,108
Accounts payable                                                                     2,279,488           1,700,934
Other accrued expenses                                                               4,749,044           4,289,448
Salary continuation plan                                                                94,055              88,595
Note payable-bank, current                                                           1,195,304             432,142
                                                                                     ---------             -------

Total current liabilities                                                           10,022,294           7,668,227
                                                                                    ----------           ---------

     Long-Term Liabilities:
Note payable-bank, non-current                                                         724,447           1,990,767
Salary Continuation Plan                                                             1,822,683           1,870,991
                                                                                     ---------           ---------

Total long-term liabilities                                                          2,547,130           3,861,758
                                                                                     ---------           ---------

Deferred income taxes                                                                  714,358             884,033
                                                                                       -------             -------

     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                                                                   17,409,131          18,893,553
                                                                                    ----------          ----------

                                                                                    33,126,280          34,610,702

Less:  Cost of common shares in treasury (1,945,488 at
       February 29, 2004 and May 31, 2003)                                         (10,533,177)        (10,533,177)
                                                                                   -----------         -----------

Total stockholders' equity                                                          22,593,103          24,077,525
                                                                                    ----------          ----------

     Total                                                                       $  35,876,885       $  36,491,543
                                                                                 =============       =============
See Accompanying Notes to Restated Condensed Consolidated Financial Statements
</TABLE>
                                       4
<PAGE>
GOLDEN ENTERPRISES, INC. AND SUBSIDARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
                                                              Restated                                  Restated
                                                -----------------------------------------------------------------------------
                                                         Three Months Ended                         Nine Months Ended
                                                -----------------------------------------------------------------------------
                                                    FEBRUARY 29,        FEBRUARY 28,          FEBRUARY 29,       FEBRUARY 28,
                                                -----------------------------------------------------------------------------
                                                        2004                 2003                 2004               2003
                                                -----------------------------------------------------------------------------
<CAPTION>
<S>                                          <C>                 <C>                  <C>                   <C>
Net Sales                                    $       24,102,358  $        24,021,750  $         71,980,117  $      72,353,760
Cost of sales                                        13,021,969           12,654,027            38,065,955         38,061,510
                                                   -------------     ----------------   -------------------    ---------------
Gross margin                                         11,080,389           11,367,723            33,914,162         34,292,250


Selling, general and administrative expenses         12,079,649           12,172,446            34,634,938         35,610,060
                                                   -------------     ----------------   -------------------    ---------------
  Operating (loss)                                    (999,260)            (804,723)             (720,776)        (1,317,810)
                                                   -------------     ----------------   -------------------    ---------------
Other income (expenses):
  Investment income                                      37,730               39,356               117,204            122,406
  Gain on sale of assets                                  2,787               22,737                67,672            269,326
  Other income                                           31,989               29,365                72,921             75,309
  Interest expense                                     (48,778)             (66,205)             (150,727)          (207,022)
                                                   -------------     ----------------   -------------------    ---------------
  Total other income (expenses)                          23,728               25,253               107,070            260,019
                                                   -------------     ----------------   -------------------    ---------------

(Loss) before income taxes                            (975,532)            (779,470)             (613,706)        (1,057,791)
Income tax expense                                    (369,504)            (295,835)             (243,349)          (410,949)
                                                   -------------     ----------------   -------------------    ---------------
Net (loss)                                   $        (606,028)  $         (483,635)  $          (370,357)  $       (646,842)
                                                   =============     ================   ===================    ===============

PER SHARE OF COMMON STOCK:
  Net (loss)                                 $           (0.05)  $            (0.04)  $             (0.03)  $          (0.05)
                                                   =============     ================   ===================    ===============

Weighted average number of common stock
shares outstanding                                   11,883,305           11,883,305            11,883,305         11,883,305
                                                   =============     ================   ===================    ===============

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

See Accompanying Notes to Restated Condensed Consolidated Financial Statements




                                       5
<PAGE>
                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
                                                                                RESTATED
                                                                            NINE MONTHS ENDED
                                                                   February 29,          February 28,
                                                                       2004                  2003
                                                                  ---------------------------------------

Cash flows from operating activities:
<CAPTION>
<S>                                                               <C>                    <C>
  Net (Loss)                                                      $     (370,357)        $     (646,842)
    Adjustment to reconcile net income (loss) to net
    cash provided by operating activities:
    Depreciation and amortization                                       1,771,247              1,891,986
    Deferred income taxes                                                 137,708              (348,486)
    Gain on sale of property and equipment                               (67,672)              (269,326)

Changes in operating assets and liabilities:
(Increase) Decrease in receivable- net                                   (55,875)              1,393,583
(Increase) Decrease in inventories                                      (504,097)                394,341
(Increase) in pre-paid expenses                                       (1,206,368)              (292,969)
Decrease in other assets- long term                                           150                    (2)
Increase in accounts payable                                              578,554                854,094
Increase (Decrease) in accrued expenses                                   459,596              (866,538)
(Decrease) in salary continuation                                        (42,848)               (40,488)
                                                                    -------------          -------------

Net cash provided by operating activities                                 700,038              2,069,353
                                                                    -------------          -------------

Cash flows from investing activities:
Purchase of property, plant and equipment                               (608,318)              (592,032)
Proceeds from sale of property, plant and equipment                       147,488                362,739
Collection of note receivable                                              31,372                109,589
Investment securities available- for sale:
  Purchases                                                                    0              (2,482,884)
  Proceeds from disposal                                                       0               2,494,000
                                                                    -------------          -------------
Net cash (used in)
  Investing activities                                                  (429,458)              (108,588)

Cash flows from financing activities:
Debt repayments                                                         (503,158)              (979,864)
Increase in checks outstanding in
  excess of bank balances                                                 547,295                852,544
Cash dividends paid                                                   (1,114,066)             (1,856,772)
                                                                    -------------          -------------

  Net cash (used in) financing activities                             (1,069,929)            (1,984,092)
                                                                    -------------          -------------

Net (decrease) in cash and cash equivalents                             (799,349)               (23,327)
Cash and cash equivalents at beginning of year                          1,278,333                286,480
                                                                    -------------          -------------

Cash and cash equivalents at end of quarter                       $       478,984        $       263,153
                                                                    =============          =============
Supplemental information:
  Cash paid during the year for:
   Income taxes                                                   $        42,958        $        88,206
   Interest                                                               150,727                207,022


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

                                       6
<PAGE>
                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


Throughout  these  notes to  restated  consolidated  financial  statements,  all
referenced  amounts for current and prior  periods and prior  period  comparison
reflect the balances and amounts on a restated basis.

     1.   The accompanying unaudited condensed consolidated financial statements
          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")  Amended Annual Report on Form 10-K/A for
          the year ended May 31, 2003.

     2.   This  amendment  to  the  Company's  quarterly  financial  information
          previously  reported  on Form  10-Q  for the  quarterly  period  ended
          February 29, 2004 includes restated consolidated  financial statements
          at February  29,  2004 and May 31, 2003 and for the nine months  ended
          February 29, 2004 and February 28, 2003.

The following  table presents the impact of the  restatement  adjustments on net
earnings for the three and nine months ended  February 29, 2004 and February 28,
2003, respectively.
<TABLE>
                                                    Three Months Ended            Nine Months Ended
                                                 February 29,   February 28,   February 29,   February 28,
                                                 ------------   ------------   ------------   ------------
                                                     2004            2003           2004           2003
                                                 ------------   ------------   ------------   ------------
<CAPTION>
<S>                                             <C>            <C>             <C>                 <C>
Net loss as originally reported                 $   (549,956)  $   (433,780)  $   (610,126)  $   (848,990)
  Adjustments (pre-tax):
  Accrued Vacation Liability                            (633)        66,825         (1,901)        32,850
  Self Insurance Liability                           (87,907)        10,950        380,503        115,798
  Other                                                  -0-       (156,498)           -0-        170,549
                                                 ------------   ------------   ------------   ------------

Total adjustments (pre-tax)                          (88,540)       (78,723)       378,602        319,197
Total taxes                                          (32,468)       (28,868)       138,833        117,049
                                                 ------------   ------------   ------------   ------------
Total net adjustments                                (56,072)       (49,855)       239,769        202,148
Net loss as restated                            $   (606,028)  $   (483,635)  $   (370,357)   $  (646,842)
                                                 ============   ============   ============    ===========

Per share of Common Stock:
Net Loss -Basic as originally reported          $      (0.05)  $      (0.04)  $      (0.05)   $     (0.07)
Effect of net adjustments                                -0-            -0-           0.02           0.02
                                                 ------------   ------------   ------------    -----------
Net loss- Basic as restated                     $      (0.05)  $      (0.04)  $      (0.03)   $     (0.05)
                                                 ============   ============   ============    ===========

Net loss-Diluted as originally reported         $      (0.05)  $      (0.04)  $      (0.05)   $     (0.07)
Effect of net adjustments                                -0-            -0-           0.02           0.02
                                                 ------------   ------------   ------------    -----------
Net loss-Diluted as restated                    $      (0.05)  $      (0.04)  $      (0.03)   $     (0.05)
                                                 ============   ============   ============    ===========
</TABLE>



                                       7
<PAGE>
The  following  table sets  forth the  effects  of the  restatement  adjustments
discussed  below on the  Consolidated  Statement of  Operations  for each of the
quarters ended February 29, 2004 and February 28, 2003, respectively.
<TABLE>
<CAPTION>
                                              Quarter Ended               Quarter Ended
                                        February 29,  February 29,  February 28, February 28,
                                       ------------------------------------------------------
                                            2004          2004          2003         2003
                                       ------------------------------------------------------
                                       As Originally               As Originally
                                          Reported   As Restated      Reported   As Restated
                                       ------------------------------------------------------
<S>                                   <C>           <C>           <C>           <C>
Net Sales                             $24,102,358   $24,102,358   $23,954,925   $24,021,750
Cost of Goods Sold                     12,876,483    13,021,969    12,582,983    12,654,027
Selling, General and Administrative
 Expenses                              12,136,595    12,079,649    12,097,942    12,172,446
Other income (expenses)                    23,728        23,728        25,253        25,253
                                         --------      --------      --------      --------
(Loss) income before cumulative
 effect of a change in accounting
 policy and income taxes                 (886,992)     (975,532)     (700,747)     (779,470)

Provision for income taxes               (337,036)     (369,504)     (266,967)     (295,835)
                                         --------      --------      --------      --------

Net (Loss) income                     $  (549,956)   $ (606,028)  $  (433,780)  $  (483,635)
                                      ===========    ==========    ==========    ==========

Net Loss per share- Basic             $    (0.05)    $    (0.05)   $    (0.04)  $     (0.04)
Average Shares Outstanding             11,883,305    11,883,305    11,883,305    11,883,305
Net Loss per  share- Diluted          $     (0.05)   $    (0.05)   $    (0.04)  $     (0.04)
Average Shares Outstanding             11,883,305    11,883,305    11,884,631    11,884,631


                                            Nine Months Ended           Nine Months Ended
                                        February 29,  February 29,  February 28, February 28,
                                       ------------------------------------------------------
                                           2004          2004          2003         2003
                                       ------------------------------------------------------
                                       As Originally               As Originally
                                          Reported   As Restated      Reported   As Restated
                                       ------------------------------------------------------
Net Sales                             $71,980,117   $71,980,117   $ 72,183,211  $72,353,760
Cost of Goods Sold                     37,991,551    38,065,955     38,177,312   38,061,510
Selling, General and Administrative
 Expenses                              35,087,945    34,634,938     35,642,906   35,610,060
Other income (expenses)                   107,070       107,070        260,019      260,019
                                         --------      --------       --------     --------
(Loss) income before cumulative
 effect of a
change in accounting policy and
 income taxes                            (992,309)     (613,706)    (1,376,988)  (1,057,791)

Provision for income taxes               (382,183)     (243,349)      (527,998)    (410,949)
                                         --------      --------       --------     --------

Net (Loss)                             $ (610,126)   $ (370,357)  $   (848,990) $  (646,842)
                                       ==========    ==========   ============  ===========

Net Loss per share- Basic              $    (0.05)   $    (0.03)  $      (0.07) $     (0.05)
Average Shares Outstanding             11,883,305    11,883,305     11,883,305   11,883,305
Net Loss per  share- Diluted           $    (0.05)   $    (0.03)  $      (0.07) $     (0.05)
Average Shares Outstanding             11,883,305    11,883,305     11,884,631   11,884,631
</TABLE>


                                       8
<PAGE>
The following table sets forth the effects of the restatement discussed below on
the Consolidated Balance Sheet at February 29, 2004 and May 31, 2003.
<TABLE>
<CAPTION>
                                                                        February 29, 2004            May 31, 2003
                                                                   As Originally              As Originally
                                                                      Reported   As Restated     Reported   As Restated
                                                                   ----------------------------------------------------
Assets
Current Assets
<S>                                                               <C>          <C>          <C>          <C>
Cash and cash equivalents                                         $    478,984 $    478,984 $  1,278,333 $   1,278,333
Receivables, net                                                     7,994,790    7,902,129    7,938,916     7,846,254
Notes receivable, current                                               44,857       44,857       42,253        42,253
Inventories                                                          4,290,234    4,290,234    3,786,137     3,786,137
Prepaid expenses                                                     4,333,975    4,087,489    3,645,298     2,881,121
Deferred income taxes                                                      -0-      344,770          -0-       652,153
                                                                   ------------ ------------ ------------  ------------
     Total current assets                                           17,142,840   17,148,770   16,690,937    16,486,251
Property, Plant and Equipment                                       14,118,829   14,118,829   15,361,573    15,361,573
Notes receivable, long-term                                          1,831,771    1,831,771    1,865,747     1,865,747
Other                                                                2,777,822    2,777,822    2,777,972     2,777,972
                                                                   ------------ ------------ ------------  ------------

Total Assets                                                      $ 35,871,262 $ 35,876,885 $ 36,696,229 $  36,491,543
                                                                   ============ ============ ============  ============
Liabilities and Stockholders' Equity
Current liabilities
Checks outstanding in excess of bank balances                     $  1,704,403 $  1,704,403 $  1,157,108 $   1,157,108
Accounts payable                                                     2,279,488    2,279,488    1,700,934     1,700,934
Current portion of long-term debt                                    1,195,304    1,195,304      432,142       432,142
Other accrued expenses                                               2,751,030    4,749,044    2,381,975     4,289,448
Deferred income taxes                                                  304,699          -0-      304,698           -0-
Salary continuation plan                                                94,055       94,055       88,595        88,595
                                                                   ------------ ------------ ------------  ------------

     Total current liabilities                                       8,328,979   10,022,294    6,065,452     7,668,227
Long-term liabilities
Note payable- bank, non- current                                       724,447      724,447    1,990,767     1,990,767
Salary continuation plan                                             1,822,683    1,822,683    1,870,991     1,870,991
Deferred income taxes                                                  714,358      714,358      764,032       884,033
                                                                   ------------ ------------ ------------  ------------
Total Liabilities                                                   11,590,467   13,283,782   10,691,242    12,414,018

Stockholders' equity
Common stock - $.66 2/3 par value:
Authorized 35,000,000 shares:
issued 13,828,793 shares                                             9,219,195    9,219,195    9,219,195     9,219,195
Additional paid-in capital                                           6,497,954    6,497,954    6,497,954     6,497,954
Retained earnings                                                   19,096,823   17,409,131   20,821,015    18,893,553
Treasury shares - at cost (1,945,488)                              (10,533,177) (10,533,177) (10,533,177)  (10,533,177)
                                                                   ------------ ------------ ------------  ------------

Total stockholders' equity                                          24,280,795   22,593,103   26,004,987    24,077,525
                                                                   ------------ ------------ ------------  ------------
Total liabilities and stockholders' equity                        $ 35,871,262 $ 35,876,885 $ 36,696,229 $  36,491,543
                                                                   ============ ============ ============  ============
</TABLE>

                                       9
<PAGE>
The following table presents the impact of the restatement adjustments on
stockholders' equity as of June 1, 2000.


  Stockholders' Equity - June 1, 2000, as previously reported   $   24,686,435
  Self-Insurance liability                                          (1,336,817)
  Compensated absences                                              (1,643,177)
  Tax effect of restatement adjustments                              1,092,764
                                                                  --------------
  Decrease in Stockholders Equity                               $   (1,887,230)
                                                                  -------------

  Stockholders' Equity - June 1, 2000, as restated              $   22,799,205
                                                                  ==============


Self-Insurance liability: The Company determined that there had been an error in
its accounting for self-insurance related liabilities. The adjustments required
included recognition of previously unrecorded liabilities and reductions in
amounts previously recognized as pre-paid amounts to an employee trust which
were incorrect.

Compensated absences: The Company determined that it had not recorded
liabilities for earned vacation not yet taken as required by GAAP.

Other items: This category includes adjustments previously identified but deemed
to be immaterial. Adjustments in this category change the timing of the items
that were previously recognized.


     3.   The results of  operations  for the three months and nine months ended
          February 29, 2004 and February 28, 2003 are not necessarily indicative
          of the results to be expected for the full year.

     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 material and supplies are generally  available in
          adequate  quantities  in the open  market  from  sources in the United
          States and are generally contracted up to a year in advance.

     5.   In June 2002,  the FASB  issued  SFAS No.  146,  "Accounting  for Cost
          Associated  with Exit or Disposal  Activities."  SFAS No. 146 requires
          companies  to  recognize  costs   associated  with  exit  or  disposal
          activities  when  they  are  incurred  rather  than  at the  date of a
          commitment to an exit or disposal plan.  Costs covered by SFAS No. 146
          includes lease termination costs and certain employee  severance costs
          that are associated  with a  restructuring,  discontinued  operations,
          plant  closing  or other  exit  disposal  activity.  SFAS  No.  146 is
          effective for exit or disposal activities initiated after December 31,
          2002. The adoption of this standard did not have a material  impact on
          the Company's financial position, results of operations or cash flows.

     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.

                                       10
<PAGE>
     7.   The following table provides a reconciliation  of the denominator used
          in  computing  basic  earnings  per share to the  denominator  used in
          computing  diluted  earnings  per  share  for the  nine  months  ended
          February 29, 2004 and February 28, 2003:

<TABLE>
                                                                                             For the Nine Months Ended
<CAPTION>
                                                                                          February 29,        February 28,
                                                                                             2004                2003
                                                                                      ------------------  ------------------
    <S>                                                                                      <C>                    <C>
        Weighted average number of common shares used
         in computing basic earnings per share                                               11,883,305          11,883,305
        Effect of dilutive stock options                                                              0               1,326
                                                                                      ------------------  ------------------
        Weighted  average number of common shares and
          dilutive potential common stock used  in computing
          dilutive earnings per share                                                        11,883,305          11,884,631
                                                                                      ==================  ==================

        Stock options excluded from the above reconciliation
          because they are anti-dilutive                                                        369,000             329,000
                                                                                      ==================  ==================
</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.
<TABLE>
<CAPTION>
                                                         For the Three  Months Ended     For the Nine Months Ended
                                                          February 29,  February 28,     February 29,  February 28,
                                                               2004         2003            2004          2003
                                                        -----------------------------------------------------------
<S>                                                      <C>           <C>              <C>           <C>
Net (loss) as reported                                   ($606,028)    ($483,635)       ($370,357)    ($646,842)

(Loss) per share as reported-basic                            (.05)         (.04)            (.03)         (.05)
(Loss) per share as reported-diluted                          (.05)         (.04)            (.03)         (.05)
Stock based compensation costs, net of income
  tax, that would have been included in net
  income if the fair value method had been
  applied                                                   (3,073)       (3,165)          (9,219)       (9,495)
Pro-forma net (loss)                                      (609,101)     (486,800)        (379,576)     (656,337)
Pro-forma (loss) per share-basic                              (.05)         (.04)            (.03)         (.06)
Pro-forma (loss) per share-diluted                            (.05)         (.04)            (.03)         (.06)
</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


                                       11
<PAGE>
          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.

     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 nine months ended
          February 29, 2004 the Company's  bank debt was reduced by $.50 million
          compared to $.98 million last year.  The interest rate at February 29,
          2004 was 2.85% compared to 3.09% at February 28, 2003.

    11.   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 is
          limited.

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






                                       12
<PAGE>
                         INDEPENDENT ACCOUNTANT'S REPORT


We have reviewed the accompanying restated interim consolidated balance sheet of
Golden Enterprises,  Inc. and subsidiary as of February 29, 2004 and the related
restated  interim  consolidated  statements of operations and cash flows for the
nine-month  period then  ended.  These  restated  financial  statements  are the
responsibility of the Company's management.

We conducted our review in accordance  with the standards of 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.

As  discussed  in Note 2 to the  accompanying  restated  consolidated  financial
statements, the Company has restated previously issued financial statements.

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 restated  consolidated balance
sheet as of May 31, 2003, and the related  restated  consolidated  statements of
operations,  changes  in  stockholders'  equity and cash flows for the year then
ended (not presented herein), and in our report dated July 21, 2004 we expressed
an unqualified opinion on those related consolidated  financial  statements.  In
our opinion,  the information set forth in the accompanying  restated  condensed
consolidated  balance sheet as of May 31, 2003, is fairly stated in all material
respects in relation to the restated  consolidated  balance  sheet from which it
has been derived.



Birmingham, Alabama
July 21, 2004                          DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP

                                       13
<PAGE>
                                     ITEM 2
                                     ------

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


     The Management's Discussion and Analysis of Financial Condition and Results
of Operations  set forth in this Item 2 has been revised to reflect the February
29, 2004 10-Q/A Amendment No. 1 "Restatement."

     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.

RESTATEMENT

     The Company has restated its consolidated balance sheets as of February 29,
2004 and May 31, 2003 and its  consolidated  statements of  operations  and cash
flows for the three months ended  February  29, 2004 and 2003.  The  restatement
affects  periods  prior to 2002.  The  impact of the  restatement  on such prior
periods was reflected as an adjustment  to operating  retained  earnings June 1,
2001. The  restatement  is reported in this Quarterly  Report on Form 10-Q/A for
its quarterly period ended February 29, 2004.

     The restatement adjustment for the three months ended February 29, 2004 and
2003 resulted in an increase in net loss of approximately  $.06 million and $.05
million, respectively. For the nine months ended February 29, 2004 and 2003, the
restatement  adjustments  resulted  in a decrease  in net loss of  approximately
$0.24  million  and $.20  million  respectively.  Basic and Diluted net loss per
share was increased  $.00 per share for the three month ended  February 29, 2004
and $.00 for the prior year. Basic and Diluted net loss per share was a decrease
$.02 per share for the nine  months  ended  February  29,  2004 and $.02 for the
prior year. For a discussion of individual  adjustment  items, see Note 2 to the
Restated Condensed Consolidated Financial Statements.

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 buttered popcorn. 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 cracker, cheese
cracker,  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.

                                       14
<PAGE>
     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 by
approximately 434 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 estimate
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.

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

Revenue Recognition

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

Accounts Receivable

     The Company records accounts  receivable at the time revenue is recognized.
Amounts for bad debt expense are recorded in selling, general and administrative
expenses  on the  Consolidated  Statements  of  Operations.  The  amount  of the
allowance  for  doubtful  accounts  is based  on  management's  estimate  of the
accounts  receivable amount that is uncollectible.  Management records a general
reserve based on analysis of historical  data. In addition,  management  records
specific reserves for receivable  balances that are considered  high-risk due to
known facts  regarding  the  customer.  The  allowance for bad debts is reviewed
quarterly, and it is determined whether the amount should be changed. Failure of
a major customer to pay the Company amounts owed could have a material impact on
the financial  statements of the Company.  At February 29, 2004 and May 31, 2003
the  Company had  accounts  receivables  in the amount of $7.9  million and $7.8
million,  net of an  allowance  for  doubtful  accounts of $0.2 million and $0.2
million, respectively.

                                       15
<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.  Workers' compensation and
general  liability  insurance  accruals are recorded  based on insurance  claims
processed as well as historical claims  experience for claims incurred,  but not
yet reported.  These estimates are based on historical loss development factors.
Employee  medical  insurance  accruals  are  recorded  based on  medical  claims
processed as well as historical  medical claims  experienced for claims incurred
but not yet reported. Differences in estimates and assumption could result in an
accrual requirement materially different from the calculated accrual.

OTHER MATTERS

     Transactions  with  related  parties,  reported  in Note 14 of the Notes to
Restated Consolidated  Financial Statements in the Annual Report to Stockholders
for fiscal year ended May 31, 2003 are conducted on an arm's-length basis in the
ordinary course of business.

LIQUIDITY AND CAPITAL RESOURCES

     Working  Capital was $8.8  million at June 1, 2003 and $7.1  million at the
end of the third quarter.  Net cash provided by operating activities amounted to
$.70  million for the nine months this year  compared to $2.07  million for last
year's first nine months.

     Additions to property,  plant and equipment,  net of disposals,  were $0.53
million this year and $0.50 million last year.  Cash  dividends of $1.11 million
were paid during this year's  first nine months  compared to $1.86  million last
year. No cash was used to purchase  treasury  stock this year and last year, and
no cash was used to increase  investment  securities this year compared to a net
decrease in investment securities providing $0.01 million of cash last year. The
Company's current ratio was 1.71 to 1.00 at February 29, 2004.

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.

Other Commitments

     The Company had letters of credit in the amount of  $1,759,000  outstanding
at February 29, 2004 to support the Company's commercial self-insurance program.

     The Company has a  line-of-credit  agreement with a local bank that permits
borrowing  up to $1  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.

                                       16
<PAGE>
     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 three months ended February 29, 2004, net sales increased 0.3% from
the comparable  period in fiscal 2003. The increase in net sales was distributed
evenly between  private label and branded sales.  This year's third quarter cost
of sales  was 54.0% of net sales  compared  to 52.7%  last  year,  and  selling,
general and administrative  expenses were 50.1% of net sales this year and 50.7%
last year. The increase was primarily due to  significant  increases in employee
medical costs and commodity costs.

     For the year-to-date net sales decreased 0.5% from last year. Cost of sales
was 52.9% of net  sales  compared  to 52.6%  last  year.  Selling,  general  and
administrative expenses were 48.1% of net sales this year, and 49.2% last year.

     The  Company's  gain on sales of assets for the third quarter in the amount
of $2,787 was from the sale of used transportation equipment for cash.

     For last year's third  quarter the gain on sale of assets was $22,737 which
was from the sale of used transportation equipment for cash.

     Golden  Enterprises  Audit  Committee  has  engaged a  private  CPA firm to
execute an internal audit in compliance  with  Sarbanes-Oxley.  This  engagement
will measure the effectiveness of the companies  internal control framework plus
establish new guidelines where applicable.

     The Company's  third quarter  investment  income  decreased  4.1% from last
year. For the nine months investment income was down 4.2%.

     The Company's  effective tax rate for the third quarter was -37.9% compared
to -38.0% for last year's third quarter and -39.7% for the nine months this year
and -38.8% last year.

MARKET RISK

     The principal  markets  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  February  29,  2004  variable  rate  investment  levels  and bank loan
balances,  a one-point  change in interest rates would impact interest income by
$38 on an annual basis and interest expense by $19,198.

     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

                                       17
<PAGE>
     Certain  costs and expenses of the Company are affected by  inflation,  and
the Company's  prices for its products over the past several years have remained
relatively  flat. The Company will contend with the effect of further  inflation
through efficient purchasing,  improved manufacturing  methods,  pricing, and by
monitoring and controlling expenses.

ENVIRONMENTAL MATTERS

     There  have  been no  material  effects  of  compliance  with  governmental
provisions regulating discharge of materials into the environment.

FORWARD-LOOKING STATEMENTS

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

                                     ITEM 3
                                     ------

                          QUANTITATIVE AND QUALITATIVE
                          DISCLOSURE ABOUT MARKET RISK

     Included in Item 2,  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations- Market Risk beginning on page 17.

                                     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  quarterly  period  ended  February  29,  2004.  Based  upon that
evaluation,  the Chief Executive  Officer and Chief Financial  Officer concluded
that as of the end of the quarterly period ended February 29, 2004 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.

     During the performance of the audit for the fiscal year ended May 31, 2004,
the Company's independent auditors, Dudley,  Hopton-Jones,  Sims & Freeman, PLLP
(the "Auditor"),  identified and communicated to the Company material weaknesses
relating to the  Company's  accounting  for its  vacation  pay (which was not in
conformity  with generally  accepted  accounting  principles  ("GAAP")) and self
insured  obligations.  During the quarterly  period ended February 29, 2004, the
Company  did not  accrue  for  earned  vacation  pay and  its  liabilities  were
understated  for  certain   incurred  as  well  as  incurred  but  not  reported
self-insured  casualty  claims and health costs.  Based upon the  forgoing,  the
Company has restated its audited  financial  statements for fiscal year 2003 and
for the first  three  quarters  of  fiscal  year 2004 to  properly  account  for
accruals for its vacation pay and self-insured health and casualty

                                       18
<PAGE>
obligations. The Company believed, during the years being restated, that it
was correctly  following proper accounting  practices.  For a full discussion of
the Restatement see "Item 2.  Management's  Discussion and Analysis of Financial
Condition  and  Results  of  Operations."  and  Note  2 to  "Notes  to  Restated
Consolidated Financial Statements (Unaudited)" in this amendment.

     The Company has accepted the  recommendations  of its Auditor to reduce the
recurrence of material weaknesses and is implementing policies and procedures to
strengthen the Company's internal controls,  including,  among other things, the
following:  (1) developing  written  policies and procedures to be followed with
respect  to  accounting  for  vacation  pay and  self-insured  obligations;  (2)
formally designating  management level personnel  responsible for accounting for
vacation  pay  and  self-insured  obligations;   (3)  expanding  internal  audit
activities to include a quarterly  examination of vacation pay and  self-insured
obligations;  (4)  implementing a fully  developed  actuarially  based method of
measuring liabilities related to self-insured obligations;  and (5) implementing
quarterly  communications  among  management,  internal  auditor,  and the Audit
Committee prior to filing Forms 10-Q.

     Other  than as  described  above,  there  has not  been any  change  in the
Company's  internal  controls  over  financial  reporting  that  has  materially
affected,  or is reasonably likely to materially  affect, the Company's internal
control over financial reporting.





                                       19
<PAGE>

     PART II. OTHER INFORMATION


Item 6.        Exhibits and Reports on Form 8-K
               --------------------------------

        (a)    Exhibit 31.1 Certification of Chief Executive Officer pursuant to
               Section 302 of the Sarbanes-Oxley Act of 2002.

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

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

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


        (b)    Reports on Form 8-K:

               On December 29, 2003, we filed a current report on Form 8-K dated
               December 29, 2003  disclosing  that on December 29, 2003,  Golden
               Enterprises,  Inc. issued a press release announcing its earnings
               for the second quarter and ended November 30, 2003. A copy of the
               Earnings Press Release was attached as Exhibit 99.1.



                                   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: August 26, 2004                  /s/ Mark W. McCutcheon
                ---------------                  ----------------------
                                                   Mark W. McCutcheon
                                                   President and
                                                   Chief Executive Officer




         Dated:  August 26, 2004                 /s/ Patty Townsend
                 ---------------                 ------------------
                                                   Patty Townsend
                                                   Vice-President and
                                                   Chief Financial Officer
                                                  (Principal Accounting Officer)

                                       20