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

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

For the quarterly period ended           February 28, 1999

                               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.)

 Suite 212, 2101 Magnolia Avenue, South
           Birmingham, Alabama                        35205
________________________________________           ____________
(Address of Principal Executive Offices)            (Zip Code)

                         (205) 326-6101
      ____________________________________________________
      (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, 1999.

                                            Outstanding at
              Class                         March 31, 1999
_________________________________         __________________
Common Stock, Par Value $0.66 2/3             12,160,950


                    GOLDEN ENTERPRISES, INC.

                              INDEX

Part I. Financial Information                             Page No.

       Consolidated Condensed Balance Sheets -
         February 28, 1999 and May 31, 1998                    3

       Consolidated Condensed Statements of Income -
         Three Months and Nine Months Ended 
         February 28, 1999 and February 28, 1998               4

       Consolidated Condensed Statements of Cash
         Flows - Nine Months Ended
         February 28, 1999 and February 28, 1998               5

       Notes to Consolidated Condensed Financial
         Statements                                            6

       Management's Discussion and Analysis of 
         Financial Condition and Results of Operations         7


Part II.   Other Information                                   8


                  PART 1. FINANCIAL INFORMATION

<TABLE>
                   GOLDEN ENTERPRISES, INC. AND SUBSIDIARIES

                     CONSOLIDATED CONDENSED BALANCE SHEETS


<CAPTION>
                                                  February 28,       May 31,
                                                      1999            1998
                                                  ____________      _________
                                                  (Unaudited)       (Audited)
<S>                                               <C>             <C>
ASSETS

Cash and cash equivalents                         $   497,335     $   114,869
Investment Securities                             $   580,476     $ 3,077,464
  Receivables, net                                $10,570,610     $11,208,786
    Inventories:
Raw material and supplies                         $ 2,566,011     $ 2,425,367
   Finished goods                                 $ 2,232,169     $ 2,359,201
                                                  ___________     ___________
                                                  $ 4,798,180     $ 4,784,568
                                                  ___________     ___________
  Current assets:
  Prepaid expenses                                $ 3,186,774     $ 1,899,294
                                                  ___________     ___________
Total current assets                              $19,633,375     $21,084,981
                                                  ___________     ___________
Property, plant and equipment, net                $21,670,483     $22,973,086

    Other assets                                  $ 2,866,682     $ 2,866,681
                                                  ___________     ___________
                                                  $44,170,540     $46,924,748
                                                  ___________     ___________
                                                  ___________     ___________

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Notes payable, principally to banks               $         0     $         0
Accounts payable & checks outstanding 
  in excess of bank balance                       $ 6,455,239     $ 5,795,698
Accrued and deferred income taxes                 $   254,898     $   468,711
Other accrued expenses                            $   911,972     $ 1,304,349
Current installments of long-term debt            $         0     $         0
                                                  ___________     ___________
Total current Liabilities                         $ 7,622,109     $ 7,568,758
                                                  ___________     ___________
Long-term debt less current maturities            $ 1,505,726     $ 1,284,543
                                                  ___________     ___________
Deferred income taxes                             $ 2,006,147     $ 1,982,324
                                                  ___________     ___________

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                        $ 6,499,554     $ 6,499,554
Retained earnings                                 $26,894,229     $29,671,907
                                                  ___________     ___________
                                                  $42,612,978     $45,390,656

Less: Cost of common  shares in 
      treasury (1,667,843 shares at
      February 28, 1999 and 1,622,843
      shares at May 31, 1998)                    ($ 9,576,420)   ($ 9,301,533)
                                                  ___________     ___________
Total stockholders' equity                        $33,036,558     $36,089,123
                                                  ___________     ___________
        Total                                     $44,170,540     $46,924,748
                                                  ___________     ___________
                                                  ___________     ___________

<FN>

See Accompanying Notes to Consolidated Condensed Financial Statements

</FN>            
</TABLE>
<TABLE>

                             GOLDEN ENTERPRISES, INC. & SUBSIDIARIES

                           CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                           (UNAUDITED)

<CAPTION>
                                                      Three Months Ended              Nine Months Ended
                                                         February 28,                    February 28,
                                                  ___________________________     ___________________________
                                                     1999            1998            1999            1998
                                                  ___________     ___________     ___________     ___________
<S>                                               <C>             <C>             <C>             <C>
 REVENUES:
     Net Sales                                    $33,781,343     $32,416,627     $96,144,208     $95,458,542
  Other operating revenues                        $   298,175     $   140,763     $   469,257     $   516,480
  Investment income                               $     1,365     $    20,017     $    61,848     $   131,091
                                                  ___________     ___________     ___________     ___________
     Total revenues                               $34,080,883     $32,577,407     $96,675,313     $96,106,113
                                                  ___________     ___________     ___________     ___________

COSTS AND EXPENSES:
  Cost of sales                                   $15,899,497     $14,786,764     $45,116,645     $43,708,758
  Selling, general and 
    administrative expense                        $17,889,385     $16,567,141     $50,216,560     $48,363,530
  Interest                                        $         0     $         0     $         0     $         0
                                                  ___________     ___________     ___________     ___________
 Total costs and expenses                         $33,788,882     $31,353,905     $95,333,205     $92,072,288
                                                  ___________     ___________     ___________     ___________
Income before income taxes                        $   292,001     $ 1,223,502     $ 1.342,108     $ 4,033,825
Income taxes                                      $   106,824     $   427,419     $   466,121     $ 1,435,357
                                                  ___________     ___________     ___________     ___________
Net income                                        $   185,177     $   796,083     $   875,987     $ 2,598,468
                                                  ___________     ___________     ___________     ___________
                                                  ___________     ___________     ___________     ___________

PER SHARE OF COMMON STOCK:
  Net Income                                      $       .01     $       .06     $       .07     $       .21
                                                  ___________     ___________     ___________     ___________
                                                  ___________     ___________     ___________     ___________

Weighted average number of common
  shares outstanding                               12,160,950      12,205,950      12,174,445       12,205,950
                                                  ___________     ___________     ___________     ____________
                                                  ___________     ___________     ___________     ____________

Cash dividend paid per share of 
  common stock                                    $       .06     $       .12     $       .30     $        .36
                                                  ___________     ___________     ___________     ____________
                                                  ___________     ___________     ___________     ____________

<FN>

See Accompanying Notes to Consolidated Condensed Financial Statements.

</FN>
</TABLE>

 
<TABLE>
                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARIES

                  CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

                                  (UNAUDITED)

<CAPTION>
                                                     NINE MONTHS ENDED
                                                        February 28,
                                                  ___________________________
                                                      1999            1998
                                                  ___________     ___________
<S>                                               <C>             <C>
Cash flows from operating activities:
 Net income                                       $   875,987     $ 2,598,468
 Adjustment to reconcile net income 
  to net cash provided by operating 
  activities:
   Depreciation and amortization                  $ 2,461,639     $ 2,327,579
   Compensation related to stock plan             $         0     $         0
   Salary Continuation Benefits                   $   221,183     $   176,526
   Deferred income taxes                          $    23,823     $    84,311
   Gain on sale of equipment                     ($   376,975)   ($   392,600)
   Changes in operating assets and 
    liabilities:
    Decrease (increase) in accounts 
      receivable                                  $   638,176     $ 1,664,584
    Decrease (increase) in inventories           ($    13,612)    $   182,692
    Decrease (increase) in prepaid 
      expenses                                   ($ 1,287,480)   ($   608,052)
    Decrease (increase) in other 
      assets-long term                           ($         1)    $       185
    Increase (decrease) in accounts 
      payable and checks outstanding
      in excess of bank balances                  $   659,541     $   250,556
    Increase (decrease) in accrued 
      income taxes                               ($   213,813)   ($   233,605)
    Increase (decrease) in accrued 
      expenses                                   ($   392,377)   ($    82,131)
                                                  ___________     ___________
                                                  $ 2,596,091     $ 5,968,513
                                                  ___________     ___________

Cash flows from investing activities: 
  Purchase of property, plant 
    and equipment                                ($ 1,301,573)   ($ 3,391,297)
  Proceeds from sale of equipment                 $   519,512     $   424,186
  Net decrease (increase) in 
    investment securities                         $ 2,496,988     $ 2,004,465
                                                  ___________     ___________
     Net cash provided by (used in) 
      investing activities                        $ 1,714,927    ($   962,646)
                                                  ___________     ___________

Cash flows from financing activities:
  Payments of current installments 
    of long-term debt                             $         0     $         0
  Purchase of treasury stock                     ($   274,887)    $         0
    Proceeds from sale of treasury 
      stock                                       $         0     $         0
Cash dividend paid                               ($ 3,653,665)   ($ 4,394,142)
                                                  ___________     ___________
     Net cash used in financing 
       activities                                ($ 3,928,552)   ($ 4,394,142)
                                                  ___________     ___________

Net (decrease) increase in cash
  and cash equivalents                            $   382,466     $   611,725
Cash and cash equivalents at 
   beginning of year                              $   114,869     $   670,974
                                                  ___________     ___________
Cash and cash equivalents at 
  end of quarter                                  $   497,335     $ 1,282,699
                                                  ___________     ___________
                                                  ___________     ___________

Supplemental information:
  Cash paid during the year for:
    Income taxes                                  $   966,262     $ 1,629,728
    Interest                                      $         0     $         0

<FN>

See Accompanying Notes to Consolidated Condensed Financial Statements.

</FN>
</TABLE>

            GOLDEN ENTERPRISES, INC. AND SUBSIDIARIES

      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1.   In the opinion of management, the accompanying unaudited
     consolidated condensed financial statements contain all
     adjustments (consisting of only normal recurring accruals)
     necessary to present fairly its financial position as of
     February 28, 1999 and May 31, 1998, and its results of
     operations for the three months and nine months ended February
     28, 1999 and 1998 and its cash flows for the nine months 
     ended February 28, 1999 and 1998.

     The accounting policies followed by the Company are set forth
     in note 1 to the Company's financial statements in the Annual
     Report to stockholders for fiscal year ended May 31, 1998
     which is incorporated by reference in Form 10-K.

2.   The results of operations for the three months and nine months
     ended February 28, 1999 and 1998 are not necessarily indicative 
     of the results to be expected for the full year.

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

Liquidity and Capital Resources

     Working Capital was $13.5 million at June 1, 1998 and $12.0
million at the end of the third quarter.  Net cash provided by
operating activities amounted to $2.6 million for the nine months 
this year compared to $6.0 million for last year's first nine months.

     Additions to property, plant and equipment, net of disposals,
were $1.2 million this year and $3.4 million last year. Cash dividends
of $3.65 million were paid during this year's first nine months compared
to $4.39 million last year. Cash in the amount of $0.27 million was used
to purchase treasury stock this year and none was used last year, and
$2.50 million of cash was provided by a net decrease in investment
securities this year compared to $2.00 million last year. The Company's
current ratio was 2.58 to 1.00 at February 28, 1999.

Operating Results

     For the three months ended February 28, 1999, total revenues
increased 4.62% from the comparable period in fiscal 1998. Cost of
sales was 47.1% of net sales compared to 45.6% last year. Higher
potato and cooking oil costs were the major factors causing the
increase. Selling, general and administrative expenses were 53.0% 
of net sales this year and 51.1% last year. The increase in this 
percentage was due to an increase in advertising and promotional 
expenses, and selling and delivery costs.

     For the year-to-date, total revenues decreased 0.59% from the
comparable period in fiscal 1998. Cost of sales was 46.9% of net sales
compared to 45.8% last year. Selling, general and administrative 
expenses were 52.2% of net sales this year and 50.7% last year.

     The Company's third quarter investment income as a percentage of
pre-tax was 0.47% this year compared to 1.6% last year. There was an
actual dollar decrease in investment income of 93.2%, but pre-tax
income decreased 76.1%.

     For the nine months, investment income was 4.6% of pre-tax income
this year and 3.2% last year. For the nine months investment income
dollars decreased 52.8% but pre-tax income decreased 66.7%.

     The Company's effective tax rate for the third quarter was 36.6%
compared to 34.9% for last year's third quarter and 34.7% versus
35.6% for the nine months.

Year 2000 Compliance

     As previously reported in the Company's MD&A for the year
ended May 31, 1998, the necessary modifications for year 2000
Compliance are being made and all of them will be completed in ample
time to avoid problems. The projected date for completion of all
modifications is May 31, 1999. Internal staff is being used
primarily for this conversion and the cost of the project is
immaterial to the Company and is expensed as incurred. To the degree
possible, the Company is verifying that other companies with which
its system interface or rely on are currently year 2000 compliant or
are in the process of becoming compliant.

     The Company believes that its year 2000 readiness will be
essentially completed by the target date of May 31, 1999, and that
any impact of failure to achieve Year 2000 Compliance with any
of the Company's systems will be immaterial.

                   PART II.  OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K

          (b)  Reports on Form 8-K - There were no reports on form
               8-K filed for the three months ended February 28, 1999.


                           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 thereunto duly authorized.


                                  GOLDEN ENTERPRISES, INC.
                                  ________________________
                                        (Registrant)


Dated:  April 15, 1999                  /s/ John S. Stein
                                       ____________________________
                                            John S. Stein
                                            Chairman and
                                            Chief Executive Officer


Dated:  April 15, 1999                  /s/ John H. Shannon
                                       _____________________________
                                            John H. Shannon
                                            Vice President/Controller
                                            (Principal Accounting
                                            Officer)