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

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

For the quarterly (thirteen weeks) period ended August 29, 2008
                                                ---------------

                                       OR

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

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

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


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

             (Exact name of registrant as specified in its charter)

          DELAWARE                                           63-0250005

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer, or a smaller reporting company
(as defined in Rule 12b-2 of the Act). (Check one):
<TABLE>
<CAPTION>
<S>                       <C>                  <C>                       <C>                       <C>
Large accelerated filer   Accelerated filer    Non-accelerated filer     Smaller reporting company  X
                      ---                  ---                      ---                            ---
</TABLE>

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 September 30, 2008.

                                                          Outstanding at
                    Class                               September 30, 2008
                    -----                               ------------------
Common Stock, Par Value $0.66 2/3                           11,770,743

<PAGE>

                            GOLDEN ENTERPRISES, INC.

                                      INDEX

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

Item 1               Financial Statements (unaudited)

                     Condensed Consolidated Balance Sheets
                     August 29, 2008 (unaudited) and May 30, 2008                                       3

                     Condensed Consolidated Statements of Income (unaudited)
                     Thirteen Weeks Ended August 29, 2008 and August 31, 2007                           4

                     Condensed Consolidated Statements of Cash Flows
                     (unaudited)- Thirteen Weeks Ended August 29, 2008 and August 31, 2007
                                                                                                        5
                     Notes to Condensed Consolidated Financial
                     Statements (unaudited)                                                             7

                     Report of Independent Registered Public Accounting Firm                           10

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

Item 3               Quantitative and Qualitative
                     Disclosure About Market Risk                                                      14

Item 4               Controls and Procedures                                                           14

Part II.             OTHER INFORMATION                                                                 14

Item 1               Legal Proceedings                                                                 14

Item 1-A             Risk Factors                                                                      15

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

Item 3               Defaults Upon Senior Securities                                                   15

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

Item 5               Other Information                                                                 15

Item 6               Exhibits                                                                          16

</TABLE>

                                       2
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                                      <C>           <C>

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

                                                                                                          (Unaudited)    (Audited)
                                                                                                           August 29,     May 30,
                                                                                                             2008          2008
                                                                                                          ------------  ------------
                                                               ASSETS
CURRENT ASSETS
 Cash and cash equivalents                                                                               $    322,405  $    442,756
 Receivables, net                                                                                           8,008,254     7,940,547
 Inventories:
  Raw materials and supplies                                                                                1,329,644     1,467,400
  Finished goods                                                                                            3,499,581     2,870,698
                                                                                                          ------------  ------------
                                                                                                            4,829,225     4,338,098
                                                                                                          ------------  ------------

 Prepaid expenses                                                                                           2,180,639     1,642,959
 Deferred income taxes                                                                                        649,420       649,420
                                                                                                          ------------  ------------
  Total current assets                                                                                     15,989,943    15,013,780
                                                                                                          ------------  ------------

 Property, plant and equipment, net                                                                        14,314,416    14,629,336
 Other assets                                                                                               2,458,211     2,592,929
                                                                                                          ------------  ------------

   Total                                                                                                 $ 32,762,570  $ 32,236,045
                                                                                                          ============  ============

                                  LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
 Checks outstanding in excess of bank balances                                                           $    825,796  $    817,370
 Accounts payable                                                                                           4,655,137     3,567,939
 Accrued income taxes                                                                                         188,106       160,619
 Other accrued expenses                                                                                     4,804,882     4,989,684
 Salary continuation plan                                                                                     134,650       131,993
 Line of credit outstanding                                                                                 1,125,556     1,484,368
                                                                                                          ------------  ------------

  Total current liabilities                                                                                11,734,127    11,151,973
                                                                                                          ------------  ------------

LONG-TERM LIABILITIES
 Salary continuation plan                                                                                   1,480,224     1,499,421
 Deferred income taxes                                                                                        620,077       620,077
                                                                                                          ------------  ------------

Total long-term liabilities                                                                                 2,100,301     2,119,498
                                                                                                          ------------  ------------


STOCKHOLDER'S EQUITY
 Common stock - $.66-2/3 par value:
 35,000,000 shares authorized
 Issued 13,828,793 shares                                                                                   9,219,195     9,219,195
 Additional paid-in capital                                                                                 6,497,954     6,497,954
 Retained earnings                                                                                         14,046,842    14,060,942
                                                                                                          ------------  ------------
                                                                                                           29,763,991    29,778,091
 Less: Cost of common shares in treasury (2,051,784 shares at August 29, 2008
  and 2,039,886 shares at May 30, 2008)                                                                   (10,835,849)  (10,813,517)
                                                                                                          ------------  ------------

  Total stockholder's equity                                                                               18,928,142    18,964,574
                                                                                                          ------------  ------------

   Total                                                                                                 $ 32,762,570  $ 32,236,045
                                                                                                          ============  ============
</TABLE>

See Accompanying Notes to Condensed Consolidated Financial Statements

                                       3
<PAGE>

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

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



                                                                                                      Thirteen          Thirteen
                                                                                                        Weeks            Weeks
                                                                                                        Ended            Ended
                                                                                                   August 29, 2008  August 31, 2007
                                                                                                  ---------------- -----------------

Net sales                                                                                         $    29,850,688  $     28,394,228
Cost of sales                                                                                          15,385,271        14,407,799
                                                                                                   ---------------  ----------------
Gross margin                                                                                           14,465,417        13,986,429

Selling, general and administrative expenses                                                           13,879,057        12,681,882
                                                                                                   ---------------  ----------------
Operating Income                                                                                          586,360         1,304,547
                                                                                                   ---------------  ----------------

Other income (expenses):
  Gain on sale of assets                                                                                   44,911            10,500
  Interest expense                                                                                        (59,944)          (32,743)
  Other income                                                                                              9,496            52,733
                                                                                                   ---------------  ----------------
    Total other income (expenses)                                                                          (5,537)           30,490
                                                                                                   ---------------  ----------------

  Income before income taxes                                                                              580,823         1,335,037
  Income taxes                                                                                            226,357           492,664
                                                                                                   ---------------  ----------------
  Net income                                                                                      $       354,466  $        842,373
                                                                                                   ===============  ================

PER SHARE OF COMMON STOCK
  Basic earnings per share                                                                        $          0.03  $           0.07
  Diluted earnings per share                                                                      $          0.03  $           0.07

Weighted average number of common
  stock share outstanding:
  Basic                                                                                                11,783,385        11,835,288
  Diluted                                                                                              11,783,385        11,835,288

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

See Accompanying Notes to Condensed Consolidated Financial Statements


                                       4
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                              <C>               <C>
                                              GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



                                                                                                      Thirteen          Thirteen
                                                                                                    Weeks Ended       Weeks Ended
                                                                                                  August 29, 2008   August 31, 2007
                                                                                                  ----------------  ----------------



CASH FLOWS FROM OPERATING ACTIVITIES

 Cash received from customers                                                                    $     29,782,981  $     29,049,777
 Miscellaneous income                                                                                       9,496            52,733
 Cash paid to suppliers & employees                                                                   (14,372,274)      (14,611,733)
 Cash paid for operating expenses                                                                     (14,317,509)      (13,336,325)
 Income taxes (paid)/received                                                                            (198,870)         (339,443)
 Interest expenses paid                                                                                   (59,944)          (32,743)
                                                                                                  ----------------  ----------------
 Net cash from operating activities                                                                       843,880           782,266


CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of property, plant and equipment                                                               (274,457)         (348,449)
 Proceeds from sale of property, plant and equipment                                                       51,510            11,500
 Collection of notes receivable                                                                                 -            14,099
                                                                                                  ----------------  ----------------
 Net cash used in investing activities                                                                   (222,947)         (322,850)


CASH FLOWS FROM FINANCING ACTIVITIES

 Debt proceeds                                                                                          5,538,561         5,252,017
 Debt repayments                                                                                       (5,897,373)       (5,880,880)
 Change in checks outstanding in excess of bank
  balances                                                                                                  8,426           429,418
 Cash dividends paid                                                                                     (368,566)         (369,856)
 Purchases of treasury shares                                                                             (22,332)             (301)
                                                                                                  ----------------  ----------------
 Net cash used in financing activities                                                                   (741,284)         (569,602)


Net change in cash and cash equivalents                                                                  (120,351)         (110,186)
Cash and cash equivalents at beginning of period                                                          442,756           706,852
                                                                                                  ----------------  ----------------
Cash and cash equivalents at end of period                                                       $        322,405  $        596,666
                                                                                                  ================  ================
</TABLE>

See Accompanying Notes to Condensed Consolidated Financial Statements

                                       5
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                             <C>                <C>

                                              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 THIRTEEN WEEKS ENDED AUGUST 29, 2008 AND AUGUST 31, 2007




                                                                                                     Thirteen           Thirteen
                                                                                                    Weeks Ended       Weeks Ended
                                                                                                  August 29, 2008   August 31, 2007
                                                                                                 -----------------  ----------------

 Net Income                                                                                     $         354,466  $        842,373
 Adjustments to reconcile net income to net cash provided by
  operating activities:
 Depreciation and amortization                                                                            582,778           573,056
 Gain on sale of property and equipment                                                                   (44,911)          (10,500)

Changes in operating assets and liabilities:
 Change in receivables - net                                                                              (67,707)          655,549
 Change in inventories                                                                                   (491,127)          294,951
 Change in prepaid expenses                                                                              (537,680)         (480,966)
 Change in other assets                                                                                   134,718            47,911
 Change in accounts payable                                                                             1,087,198          (904,956)
 Change in accrued expenses                                                                              (184,802)         (370,869)
 Change in salary continuation                                                                            (16,540)          (17,504)
 Change in accrued income taxes                                                                            27,487           153,221
                                                                                                 -----------------  ----------------

 Net cash provided by operating activities                                                      $         843,880  $        782,266
                                                                                                 =================  ================
</TABLE>

                                       6
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


1.   The accompanying  unaudited condensed  consolidated financial statements of
     Golden  Enterprises,  Inc. (the "Company") have been prepared in accordance
     with  accounting  principles  generally  accepted  in the United  States of
     America (GAAP) for interim financial  information and with the instructions
     to Form 10-Q and Article 10 to  Regulation  S-X.  Accordingly,  they do not
     include  all  information  and  footnotes  required  by GAAP  for  complete
     financial  statements.  In  the  opinion  of  management,  all  adjustments
     (consisting  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 30, 2008.

2.   The consolidated  results of operations for the thirteen weeks ended August
     29, 2008 are not  necessarily  indicative of the results to be expected for
     the fifty-three week fiscal year ending June 5, 2009.

3.   The following  tables  summarize the prepaid assets  accounts at August 29,
     2008 and August 31, 2007.

                                                      Prepaid Breakdown




                                               August 29, 2008   August 31, 2007
                                               ----------------  ---------------

     Truck Shop Supplies                      $         716,456 $        694,622
     Insurance Deposit                                  188,959          227,640
     Slotting Fees                                      193,268          218,292
     Deferred Advertising Fees                          727,371          617,625
     Prepaid Insurance                                  154,141          194,367
     Prepaid Taxes/Licenses                             139,392          116,092
     Prepaid Dues/Supplies                               32,673            6,872
     Other                                               28,379           28,356
                                               ----------------  ---------------

                                              $       2,180,639 $      2,103,866
                                               ================  ===============


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.

                                       7
<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 thirteen weeks ended August 29, 2008 and
     August 31, 2007:
<TABLE>
<CAPTION>
<S>                                                            <C>                   <C>

                                                     -------------------- ---------------------
                                                           Thirteen             Thirteen
                                                         Weeks Ended           Weeks Ended
                                                       August 29, 2008       August 31, 2007
                                                     -------------------- ---------------------

     Weighted average number of common shares used in
      computing basic earnings per share                       11,783,385            11,835,288

     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                    11,783,385            11,835,288
                                                     ==================== =====================

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

7.   The Company has a letter of credit in the amount of $2,314,857  outstanding
     at August 29, 2008 compared to $2,668,846 at August 31, 2007. 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 $2 million.  The line-of-credit is subject to the Company's
     continued credit worthiness and compliance with the terms and conditions of
     the advance application. The Company's line-of-credit debt as of August 29,
     2008 was  $1,125,556  with an interest  rate of 7.75%,  leaving the Company
     with $874,444 of credit availability.  The Company's line-of-credit debt as
     of August 31, 2007 was $264,712 with an interest rate of 8.25%, leaving the
     Company with $1,735,288 of credit availability.

9.   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.

10.  On August 20, 2008,  the Company  executed a Purchase and Sale Agreement to
     sell  property  located at 2926 Kraft  Drive in  Nashville,  Tennessee  and
     across the  street  from this  address  for  $2,100,000.  The  property  is
     scheduled to close in the second quarter of 2009.

11.  On September 10, 2008,  the Company  executed a Purchase and Sale Agreement
     to sell property located at 4771 Phyllis Street, Jacksonville,  Florida for
     $200,000. The property is scheduled to close in the second quarter of 2009.

                                       8
<PAGE>

12.  On July 7, 2008, the Company executed a Purchase and Sale Agreement to sell
     property located at 321 Marble Mill Road,  Marietta,  Georgia for $556,000.
     The sale of the property occurred on September 25, 2008.

                                       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 August 29, 2008, and the related
condensed consolidated statements of income and cash flows for the thirteen week
periods ended August 29, 2008 and August 31, 2007. These financial statements
are the responsibility of the Company's management.

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

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

We previously audited in accordance with the standards of the Public Company
Accounting Oversight Board, the consolidated balance sheet as of May 30, 2008
and the related consolidated statements of operations, changes in stockholders'
equity and cash flows for the fiscal year then ended (not presented herein), and
in our report dated July 30, 2008 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 30, 2008, is
fairly stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.






Birmingham, Alabama
September 25, 2008                     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 30, 2008. 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 30, 2008. 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 approximately 328 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 August 29, 2008 and May 30, 2008, working capital was $4,255,816 and
$3,861,807, respectively.

Cash was used to purchase 11,898 shares of treasury stock this quarter in the
amount of $22,332. The Company's current ratio was 1.36 to 1.00 at August 29,
2008 compared to 1.35 to 1.00 at May 30, 2008.

Accounts Receivable and Allowance for Doubtful Accounts

At August 29, 2008 and May 30, 2008 the Company had accounts receivables in the
amount of $8,008,254 and $7,940,547, net of an allowance for doubtful accounts
of $70,000 and $70,000, respectively.


                                       11
<PAGE>

The following table summarizes the Company's customer accounts receivable
profile as of August 29, 2008 and May 30, 2008:

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

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

                                                   August 29, 2008     May 30, 2008

     Less than $1,000.00                                     1,077            1,118
     $1,001.00-$10,000.00                                      530              558
     $10,001.00-$100,000.00                                    120              113
     $100,001.00-$500,000.00                                     7                8
     $500,001.00-$1,000,000.00                                   1                1
     $1,000,001.00-$2,500,000.00                                 0                0
                                                ------------------ ----------------

     Total All Accounts                                      1,735            1,798
                                                ================== ================
</TABLE>

The following table summarizes the significant contractual obligations of the
Company as of August 29, 2008:
<TABLE>
<CAPTION>
<S>                            <C>             <C>            <C>               <C>            <C>
Contractual Obligations            Total          Current        2-3 Years        4-5 Years      Thereafter
-----------------------            -----          -------        ---------        ---------      ----------
Vehicle Lease                  $    3,755,123  $     902,270  $      1,802,781  $   1,050,072  $             -
Salary Continuation Plan            1,614,874        134,650           303,756        356,271          820,197
                               --------------  -------------  ----------------  -------------  ---------------
Total Contractual Obligations  $    5,369,997  $   1,036,920  $      2,106,537  $   1,406,343  $       820,197
                               ==============  =============  ================  =============  ===============
</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 August 29, 2008, net sales increased 5.1% from the
comparable period in fiscal 2008. This year's first quarter cost of sales was
51.5% of net sales compared to 50.7% for last year's first quarter. This year's
first quarter, selling, general, and administrative expenses were 46.5% of net
sales compared to 44.7% for last year's first quarter.

The following tables compare manufactured products to resale products:
<TABLE>
<CAPTION>
<S>                         <C>                             <C>    <C>                              <C>
                                               Manufactured Products-Resale Products

                             Thirteen Weeks Ended                                   Thirteen Weeks Ended
                               August 29, 2008                                        August 31, 2007
Sales                                                   %                                    %
Manufactured Products       $          23,835,378           79.8%  $    22,933,096                  80.8%
Resale Products                         6,015,310           20.2%        5,461,132                  19.2%
                            --------------------- ---------------  ---------------  ---------------------
Total                       $          29,850,688          100.0%  $    28,394,228                 100.0%
                            ===================== ===============  ===============  =====================


Gross Margin                                            %                                    %
Manufactured Products       $          12,106,591           50.8%  $    12,210,069                  53.2%
Resale Products                         2,358,826           39.2%        1,776,360                  32.5%
                            --------------------- ---------------  ---------------  ---------------------
Total                       $          14,465,417           48.5%  $    13,986,429                  49.3%
                            ===================== ===============  ===============  =====================
</TABLE>

                                       12
<PAGE>

The Company's gain on sales of assets for the thirteen weeks ended August 29,
2008 in the amount of $44,911 was from the sale of used transportation
equipment.

For last year's thirteen weeks the gain on sale of assets was $10,500 from the
sale of used equipment for cash.

The Company's effective tax rate for the first quarter was 39.0% compared to
36.9% for the last year's first quarter.

Market Risk

The principal market's risks (i.e., the risk of loss arising from adverse
changes in market rates and prices), to which the Company is exposed, are
interest rates on its bank loans, and commodity prices affecting the cost of its
raw materials.

The Company 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.

Inflation

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

Environmental Matters

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

Subsequent Event


On July 7, 2008, the Company executed a Purchase and Sale Agreement to sell
property located at 321 Marble Mill Road, Marietta, GA for $556,000. The sale of
the property occurred on September 25, 2008.

Significant Events

On August 20, 2008, the Company executed a Purchase and Sale Agreement to sell
property located at 2926 Kraft Drive in Nashville, Tennessee and across the
street from this address for $2,100,000. The property is scheduled to close in
the second quarter of 2009.


On September 10, 2008 the Company executed a Purchase and Sale Agreement to sell
property located at 4771 Phyllis Street, Jacksonville, Florida for $200,000. The
property is scheduled to close in the second quarter of 2009.


                                       13
<PAGE>

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

Not Applicable.


                                     ITEM 4
                                     ------

                             CONTROLS AND PROCEDURES

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

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


                            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.


                                       14
<PAGE>

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

                                  RISK FACTORS

There are no material changes in our risk factors from those disclosed in
our 2008 Annual Report on Form 10-K.

                                     ITEM 2
                                     ------

                     UNREGISTERED SALES OF EQUITY SECURITIES
                               AND USE OF PROCEEDS

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

Registrant Purchases of Equity Securities.

Cash was used to purchase 11,898 shares of treasury stock for the quarterly
period ended August 29, 2008 in the amount of $21,902. In addition, commission
fees in the sum of $430 were paid to the broker.

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

May 30 to June 27                         -0-             -0-
June 28 to August 1                     9,906            $1.86
August 2 to August 29                   1,992            $1.97
Total First Quarter                    11,898            $1.88
</TABLE>

                                     ITEM 3
                                     ------

                         DEFAULTS UPON SENIOR SECURITIES


         Not applicable.

                                     ITEM 4
                                     ------
                            SUBMISSION OF MATTERS TO
                           A VOTE OF SECURITY HOLDERS


         Not applicable.

                                     ITEM 5
                                     ------

                                OTHER INFORMATION


         Not applicable.

                                       15
<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.


     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).


                                       16
<PAGE>

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


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


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


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


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


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


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


     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).


                                       17
<PAGE>

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


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


     10.16 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.


     10.17 Purchase  and Sale  Agreement  executed  between  Golden  Flake Snack
          Foods,  Inc.  as Seller,  and  Alternative  Communications,  Inc.,  as
          Purchaser,  with an effective date of September 10, 2008, for the sale
          of real  property  and  improvements  being  located at 4771  Phyllis,
          Jacksonville, Duval County, Florida.


     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.


     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,  Address being 321 Marble Mill Road, Marietta,
          Georgia


     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).


     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.


     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.


                                       18
<PAGE>

     (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: October 9, 2008                 /s/Mark W. McCutcheon
        ---------------                 ---------------------
                                           Mark W. McCutcheon
                                           President and
                                           Chief Executive Officer


 Dated:  October 9, 2008                /s/ Patty Townsend
         ---------------                ------------------
                                          Patty Townsend
                                          Vice-President and
                                          Chief Financial Officer
                                          (Principal Accounting Officer)


                                       19