UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-Q

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

        For the quarterly (thirteen and thirty-nine weeks) period ended
                               February 26, 2010
                               -----------------

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

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

Smaller reporting company  X
                          ---


<PAGE>

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes ( )  No (X)

Indicate  the  number  of  shares outstanding of each of the issuer's classes of
common  stock,  as  of  March  31,  2010.
                                                        Outstanding at
             Class                                      March 31, 2010
             -----                                      --------------
Common Stock, Par Value $0.66 2/3                         11,746,632


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


                                        2
<PAGE>

                            GOLDEN ENTERPRISES, INC.

                                     INDEX

Part I.    FINANCIAL INFORMATION                                        Page No.

Item 1     Financial Statements (unaudited)

           Condensed Consolidated Balance Sheets
           February 26, 2010 (unaudited) and May 29, 2009                  4

           Condensed Consolidated Statements of Income (unaudited)
           Thirteen Weeks and Thirty-Nine Weeks Ended February 26, 2010
           and February 27, 2009                                           5

           Condensed Consolidated Statements of Cash Flows
           (unaudited)- Thirty-Nine Weeks Ended February 26, 2010 and
           February 27, 2009                                               6

           Notes to Condensed Consolidated Financial
           Statements (unaudited)                                          8

           Report of Independent Registered Public Accounting Firm         10

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

Item 3     Quantitative and Qualitative
           Disclosure About Market Risk                                    14

Item 4     Controls and Procedures                                         14

Part II.   OTHER INFORMATION                                               15

Item 1     Legal Proceedings                                               15

Item 1-A   Risk Factors                                                    15

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

Item 3     Defaults Upon Senior Securities                                 16

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

Item 5     Other Information                                               16

Item 6     Exhibits                                                        17


                                        3
<PAGE>

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

                                                      (Unaudited)    (Audited)
                                                      February 26,    May 29,
                                                          2010          2009
                                                     ------------- -------------
                                     ASSETS
CURRENT ASSETS
 Cash and cash equivalents                           $    552,502  $  1,178,060
 Receivables, net                                       9,606,996     9,297,434
 Inventories:
  Raw materials and supplies                            1,588,951     1,693,655
  Finished goods                                        2,969,999     3,318,497
                                                     ------------- -------------
                                                        4,558,950     5,012,152
                                                     ------------- -------------

 Prepaid expenses                                       1,984,131     1,608,790
 Deferred income taxes                                    676,480       676,480
                                                     ------------- -------------
  Total current assets                                 17,379,059    17,772,916
                                                     ------------- -------------

 Property, plant and equipment, net                    22,307,135    16,056,235
 Other assets                                           2,511,138     2,575,825
                                                     ------------- -------------

   Total                                             $ 42,197,332  $ 36,404,976
                                                     ============= =============

                      LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
 Checks outstanding in excess of bank balances       $  2,057,684  $  1,691,230
 Accounts payable                                       5,167,404     3,437,482
 Accrued income taxes                                     718,102       286,383
 Current portion of long-term debt                        334,221             -
 Other accrued expenses                                 4,310,154     5,157,323
 Salary continuation plan                                 151,757       142,948
 Line of credit outstanding                             2,901,449     1,454,155
                                                     ------------- -------------

  Total current liabilities                            15,640,771    12,169,521
                                                     ------------- -------------

LONG-TERM LIABILITIES
 Notes payable-bank, non-current                        3,503,287     2,743,440
 Salary continuation plan                               1,339,631     1,414,303
 Deferred income taxes                                    669,815       669,815
                                                     ------------- -------------

  Total long-term liabilities                           5,512,733     4,827,558
                                                     ------------- -------------


STOCKHOLDER'S EQUITY
 Common stock - $.66-2/3 par value:
 35,000,000 shares authorized
 Issued 13,828,793 shares                               9,219,195     9,219,195
 Additional paid-in capital                             6,497,954     6,497,954
 Retained earnings                                     16,215,478    14,579,547
                                                     ------------- -------------
                                                       31,932,627    30,296,696
 Less: Cost of common shares in treasury (2,082,161
  shares at February 26, 2010
  and 2,082,161 shares at May 29, 2009)               (10,888,799)  (10,888,799)
                                                     ------------- -------------

  Total stockholder's equity                           21,043,828    19,407,897
                                                     ------------- -------------

   Total                                             $ 42,197,332  $ 36,404,976
                                                     ============= =============


See Accompanying Notes to Condensed Consolidated Financial Statements


                                        4
<PAGE>

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


                                                                               Thirteen      Thirteen     Thirty-Nine   Thirty-Nine
                                                                                 Weeks         Weeks         Weeks         Weeks
                                                                                 Ended         Ended         Ended         Ended
                                                                             February 26,  February 27,  February 26,  February 27,
                                                                                 2010          2009          2010          2009
                                                                             ------------- ------------- ------------- -------------
<S>                                                                          <C>           <C>           <C>           <C>
Net sales                                                                    $ 31,348,255  $ 30,162,920  $ 95,392,485  $ 89,168,938
Cost of sales                                                                  16,081,587    15,682,764    49,217,690    46,859,630
                                                                             ------------- ------------- ------------- -------------
Gross margin                                                                   15,266,668    14,480,156    46,174,795    42,309,308

Selling, general and administrative expenses                                   13,758,294    13,330,016    41,955,461    40,219,194
                                                                             ------------- ------------- ------------- -------------
  Operating income                                                              1,508,374     1,150,140     4,219,334     2,090,114
                                                                             ------------- ------------- ------------- -------------

Other income (expenses):
  Gain on sale of assets                                                          145,172        37,265       189,477       886,943
  Interest expense                                                                (94,238)      (41,550)     (231,244)     (149,802)
  Other income                                                                     59,221        32,688       118,206        57,875
                                                                             ------------- ------------- ------------- -------------
 Total other income (expenses)                                                    110,155        28,403        76,439       795,016
                                                                             ------------- ------------- ------------- -------------

Income before income taxes                                                      1,618,529     1,178,543     4,295,773     2,885,130
Income taxes                                                                      604,297       443,784     1,557,649     1,097,787
                                                                             ------------- ------------- ------------- -------------
 Net income                                                                  $  1,014,232  $    734,759  $  2,738,124  $  1,787,343
                                                                             ============= ============= ============= =============

PER SHARE OF COMMON STOCK
 Basic earnings                                                              $       0.08  $       0.06  $       0.23  $       0.15
 Diluted earnings                                                            $       0.08  $       0.06  $       0.23  $       0.15

Weighted average number of common
 stock shares outstanding:
  Basic                                                                        11,746,632    11,746,632    11,746,632    11,762,658
  Diluted                                                                      11,746,632    11,746,632    11,746,632    11,762,658

Cash dividends paid per share of
 common stock                                                                $     0.0313  $     0.0313  $     0.0938  $     0.0938

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


                                        5
<PAGE>

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


                                               Thirty-Nine        Thirty-Nine
                                               Weeks Ended        Weeks Ended
                                            February 26, 2010  February 27, 2009
                                           ------------------ ------------------



CASH FLOWS FROM OPERATING ACTIVITIES

 Cash received from customers              $      95,082,923  $      88,751,634
 Miscellaneous income                                118,206             57,875
 Cash paid to suppliers & employees              (45,745,849)       (46,189,448)
 Cash paid for operating expenses                (42,661,970)       (40,292,435)
 Income taxes paid                                (1,125,930)          (866,033)
 Interest expenses paid                             (231,244)          (149,802)
                                           ------------------ ------------------
 Net cash provided by operating activities         5,436,136          1,311,791


CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of property, plant and equipment        (8,095,255)        (1,890,969)
 Proceeds from sale of property, plant and
  equipment                                          227,938          2,736,542
                                           ------------------ ------------------
 Net cash (used in) provided by investing
  activities                                      (7,867,317)           845,573


CASH FLOWS FROM FINANCING ACTIVITIES

 Debt proceeds                                    16,828,882         15,635,605
 Debt repayments                                 (14,287,520)       (15,140,965)
 Change in checks outstanding in excess of
  bank balances                                      366,454            583,164
 Cash dividends paid                              (1,102,193)        (1,104,105)
 Purchases of treasury shares                              -            (75,282)
                                           ------------------ ------------------
 Net cash provided by (used in) financing
  activities                                       1,805,623           (101,583)


Net change in cash and cash equivalents             (625,558)         2,055,781
Cash and cash equivalents at beginning of
  period                                           1,178,060            442,756
                                           ------------------ ------------------
Cash and cash equivalents at end of period $         552,502  $       2,498,537
                                           ================== ==================


See Accompanying Notes to Condensed Consolidated Financial Statements


                                        6
<PAGE>

                    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 THIRTY-NINE WEEKS ENDED FEBRUARY 26, 2010 AND FEBRUARY 27, 2009




                                                      Thirty-Nine   Thirty-Nine
                                                      Weeks Ended   Weeks Ended
                                                      February 26,  February 27,
                                                          2010          2009
                                                     ------------- -------------

 Net Income                                          $  2,738,124  $  1,787,343
   Adjustments to reconcile net income to net cash
    provided by operating activities:
     Depreciation and amortization                      1,805,894     1,743,218
     Gain on sale of property and equipment              (189,477)     (886,943)

Changes in operating assets and liabilities:
 Change in receivables - net                             (309,562)     (417,304)
 Change in inventories                                    453,202      (723,470)
 Change in prepaid expenses                              (375,341)     (445,657)
 Change in other assets                                    64,687       364,791
 Change in accounts payable                             1,729,922       153,536
 Change in accrued expenses                              (847,169)     (437,534)
 Change in salary continuation                            (65,863)      (57,943)
 Change in accrued income taxes                           431,719       231,754
                                                     ------------- -------------

   Net cash provided by operating activities         $  5,436,136  $  1,311,791
                                                     ============= =============

                                        7
<PAGE>

                    GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


1.   The accompanying  unaudited  condensed consolidated financial statements of
     Golden  Enterprises,  Inc. (the "Company") have been prepared in accordance
     with  accounting  principles  generally  accepted  in  the United States of
     America  (GAAP) for interim financial information and with the instructions
     to  Form  10-Q  and  Article 10 to Regulation S-X. Accordingly, they do not
     include  all  information  and  footnotes  required  by  GAAP  for complete
     financial  statements.  In  the  opinion  of  management,  all  adjustments
     (consisting  only  of  normal,  recurring  accruals)  necessary  for a fair
     presentation  have  been  included.  For  further information, refer to the
     consolidated  financial  statements and footnotes included in the Company's
     Annual  Report  on  Form  10-K  for  year  ended  May  29,  2009.

2.   The consolidated  results  of  operations  for  the thirty-nine weeks ended
     February  26,  2010  are  not  necessarily  indicative of the results to be
     expected  for  the  fifty-two  week  fiscal  year  ending  May  28,  2010.

3.   The following  tables summarize the prepaid assets accounts at February 26,
     2010  and  May  29,  2009.



                                                      Prepaid Breakdown

                                               February 26, 2010   May 29, 2009
                                              ------------------- --------------

      Truck Shop Supplies                     $          674,101  $     687,570
      Insurance Deposit                                  138,959        138,959
      Slotting Fees                                      171,191        221,325
      Deferred Advertising Fees                          285,372         10,000
      Prepaid Insurance                                  257,707        284,095
      Prepaid Taxes/Licenses                             282,766        200,694
      Prepaid Dues/Supplies                              127,156         28,655
      Other                                               46,879         37,492
                                              ------------------- --------------

                                              $        1,984,131  $   1,608,790
                                              =================== ==============



4.   The principal  raw materials used in the manufacture of the Company's snack
     food  products  are  potatoes,  corn, pork skin pellets, vegetable oils and
     seasoning.  The  principal supplies used are flexible film, cartons, trays,
     boxes and bags. These raw materials and supplies are generally available in
     adequate  quantities  in  the open market from sources in the United States
     and  are  generally  contracted  up  to  a  year  in  advance.

5.   Inventories  are stated at the lower of cost or market. Cost is computed on
     the  first-in,  first-out  method.


                                        8
<PAGE>

6.   The following  table  provides  a reconciliation of the denominator used in
     computing  basic  earnings  per  share to the denominator used in computing
     diluted  earnings  per  share  for the thirty-nine weeks ended February 26,
     2010  and  February  27,  2009:


                                                         ----------- -----------
                                                         Thirty-Nine Thirty-Nine
                                                         Weeks Ended Weeks Ended
                                                          February    February
                                                             26,         27,
                                                            2010        2009
                                                         ----------- -----------

Weighted average number of common shares used in
 computing basic earnings per share                       11,746,632  11,762,658

Effect of dilutive stock options                                   0           0
                                                         ----------- -----------

Weighted average number of common shares and dilutive
 potential common stock used in computing dilutive
 earnings per share                                       11,746,632  11,762,658
                                                         =========== ===========

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



7.   The Company  has a letter of credit in the amount of $2,057,014 outstanding
     at  February  26,  2010  compared  to  $2,264,857 at February 27, 2009. The
     letter  of credit supports the Company's commercial self-insurance program.

8.   The Company  has  a line-of-credit agreement with a local bank that permits
     borrowing  up  to  $3  million. During the quarter ended November 27, 2009,
     this line of credit was renewed and the limit was increased from $2 million
     to  $3  million.  The  line-of-credit is subject to the Company's continued
     credit  worthiness  and  compliance  with  the  terms and conditions of the
     advance  application.  The Company's line-of-credit debt as of February 26,
     2010  was  $2,901,449  with  an interest rate of 4.00%, leaving the Company
     with  $98,551  of credit availability. The Company's line-of-credit debt as
     of February 27, 2009 was $1,979,008 with an interest rate of 4.00%, leaving
     the  Company  with  $20,992  of  credit  availability.

9.   The Company  has  a note payable with a balance due as of February 26, 2010
     of  $3.8  million. The loan was established as a construction loan in March
     2009  to  help fund the construction of a process water treatment facility.
     In September 2009, the note converted to a 10-year fixed-rate note at 4.25%
     for  $4.0 million. The Company has been making monthly payments on the note
     and  intends  to repay it at the earliest practicable date, as there are no
     prepayment  penalties.

10.  The Company's  financial  instruments that are exposed to concentrations of
     credit  risk  consist  primarily of cash equivalents and trade receivables.

The Company maintains deposit relationships with high credit quality financial
institutions.  The Company's trade receivables result primarily from its snack
food operations and reflect a broad customer base, primarily large grocery store
chains located in the Southeastern United States.  The Company routinely
assesses the financial strength of its customers.  As a consequence,
concentrations of credit risk are limited


                                        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 February 26, 2010, the related condensed
consolidated  statements  of  income  for the thirteen week and thirty-nine week
periods ended February 26, 2010 and February 27, 2009, and the related condensed
statements  of  cash  flows  for the thirty-nine week periods ended February 26,
2010  and  February 27, 2009.  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 referred to above for them to
be  in  conformity  with  accounting principles generally accepted in the United
States  of  America.

We  previously  audited  in  accordance with the standards of the Public Company
Accounting  Oversight  Board,  the consolidated balance sheet as of May 29, 2009
and  the  related  consolidated  statements  of income, changes in stockholders'
equity and cash flows for the fiscal year then ended (not presented herein), and
in  our report dated August 6, 2009 we expressed an unqualified opinion on those
consolidated  financial statements. In our opinion, the information set forth in
the  accompanying  condensed  consolidated  balance sheet as of May 29, 2009, is
fairly  stated  in all material respects in relation to the consolidated balance
sheet  from  which  it  has  been  derived.








                                 DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP



Birmingham, Alabama
April 8, 2010


                                       10
<PAGE>

                                     ITEM 2
                                     ------

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

Management's  discussion  and analysis of our financial condition and results of
operations are based upon the condensed consolidated financial statements, which
have  been  prepared in accordance with accounting principles generally accepted
in  the  United  States.  This discussion should be read in conjunction with our
recent  SEC  filings,  including Form 10-K for the year ended May 29, 2009.  The
preparation  of  these  financial  statements  requires us to make estimates and
judgments  about  future  events  that  affect  the  reported amounts of assets,
liabilities,  revenues and expenses, and the related disclosures.  Future events
and  their  effects  cannot  be  determined with absolute certainty.  Therefore,
management's  determination of estimates and judgments about the carrying values
of assets and liabilities requires the exercise of judgment in the selection and
application  of  assumptions  based  on  various  factors,  including historical
experience,  current and expected economic conditions and other factors believed
to  be  reasonable under the circumstances.  We routinely evaluate our estimates
including  those considered significant and discussed in detail in Form 10-K for
the  year  ended  May  29, 2009.  Actual results may differ from these estimates
under  different assumptions or conditions and such differences may be material.

Overview

The  Company  manufactures  and  distributes a full line of snack items, such as
potato  chips,  tortilla  chips,  corn  chips, fried pork skins, baked and fried
cheese  curls,  onion  rings  and  puff  corn.  The products are all packaged in
flexible  bags  or  other  suitable wrapping material.  The Company also sells a
line  of  cakes and cookie items, canned dips, pretzels, peanut butter crackers,
cheese  crackers,  dried  meat products and nuts packaged by other manufacturers
using  the  Golden  Flake  label.

No  single  product  or product line accounts for more than 50% of the Company's
sales,  which  affords  some  protection  against  loss  of volume due to a crop
failure  of major agricultural raw materials or failure to be able to procure an
adequate  supply  of pork skin pellets.  Raw materials used in manufacturing and
processing  the  Company's  snack food products are purchased on the open market
and  under  contract,  both  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  both its own sales organization and
independent  distributors  to  commercial establishments that sell food products
primarily  in  the  Southeastern  United  States.  The  products are distributed
through  the independent distributors and route representatives who are supplied
with  selling  inventory  by  the  Company's  trucking  fleet.  All of the route
representatives  are employees of the Company and use the Company's direct-store
delivery  system.


Liquidity and Capital Resources

At  February  26,  2010  and  May  29,  2009, working capital was $1,738,288 and
$5,603,395,  respectively.

The Company did not purchase shares of treasury stock this quarter.  The
Company's current ratio was 1.11 to 1.00 at February 26, 2010 compared to 1.46
to 1.00 at May 29, 2009.


                                       11
<PAGE>

Accounts  Receivable  and  Allowance  for  Doubtful  Accounts

At  February  26,  2010 and May 29, 2009 the Company had accounts receivables in
the  amount  of  $9,606,996  and  $9,297,434,  net  of an allowance for doubtful
accounts  of  $70,000  and  $127,130,  respectively.

The  following  table  summarizes  the  Company's  customer  accounts receivable
profile  as  of  February  26,  2010  and  May  29,  2009:

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

                                             February 26, 2010    May 29, 2009

    Less than $1,000.00                                  1,045           1,055
    $1,001.00-$10,000.00                                   532             542
    $10,001.00-$100,000.00                                 126             137
    $100,001.00-$500,000.00                                  8               7
    $500,001.00-$1,000,000.00                                2               2
    $1,000,001.00-$2,500,000.00                              0               0
                                                  ------------       ---------

    Total All Accounts                                   1,713           1,743
                                                  ============       =========


Contractual  Obligations

The following table summarizes the significant contractual obligations of the
Company as of February 26, 2010:

<TABLE>
<CAPTION>
Contractual Obligations                         Total      Current    2-3 Years   4-5 Years  Thereafter
-----------------------                      ----------- ----------- ----------- ----------- -----------
<S>                                           <C>         <C>         <C>         <C>         <C>
Long-Term Debt                                $3,837,508  $  334,221  $  712,764  $  777,187  $2,013,336
Vehicle Lease                                  2,238,917     584,065   1,168,130     486,722           -
Salary Continuation Plan                       1,491,388     151,757     342,347     401,535     595,749
                                             ----------- ----------- ----------- ----------- -----------
Total Contractual Obligations                 $7,567,813  $1,070,043  $2,223,241  $1,665,444  $2,609,085
                                             =========== =========== =========== =========== ===========
</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 February 26, 2010, net sales increased 3.9% from
the comparable period in fiscal 2009. For the thirty-nine weeks ended February
26, 2010, net sales increased 7.0% from the comparable period in fiscal 2009.
This year's third quarter cost of sales was 51.3% of net sales compared to 52.0%
for last year's third quarter.  This year's year to date cost of sales was 51.6%
of net sales compared to 52.6% for last year's year to date.  This year's third
quarter, selling, general and administrative expenses were 43.9% of net sales
compared to 44.2% for last year's third quarter.  This year's year to date
selling, general and administrative expenses were 44.0% of net sales compared to
45.1% for last year's year to date.


                                       12
<PAGE>

The  following  tables  compare  manufactured  products  to  resale  products:

<TABLE>
<CAPTION>
                                   Manufactured Products-Resale Products

                                           Thirteen Weeks Ended           Thirteen Weeks Ended
                                             February 26, 2010              February 27, 2009
Sales                                                         %                                %
<S>                                      <C>           <C>             <C>              <C>
Manufactured Products                    $ 24,628,048       78.6%      $ 24,520,312          81.3%
Resale Products                             6,720,207       21.4%         5,642,608          18.7%
                                         ------------- ----------      -------------    ----------
Total                                    $ 31,348,255      100.0%      $ 30,162,920         100.0%
                                         ============= ==========      =============    ==========


Gross Margin                                                  %                                %
Manufactured Products                    $ 12,897,151       52.4%      $ 12,423,665          50.7%
Resale Products                             2,369,517       35.3%         2,056,491          36.4%
                                         -------------                 -------------
Total                                    $ 15,266,668       48.7%      $ 14,480,156          48.0%
                                         =============                 =============
</TABLE>

<TABLE>
<CAPTION>
                                        Thirty-Nine Weeks Ended          Thirty-Nine Weeks Ended
                                           February 26, 2010                February 27, 2009
Sales                                                         %                                 %
<S>                                    <C>            <C>             <C>               <C>
Manufactured Products                  $  75,346,269        79.0%     $  71,583,131           80.3%
Resale Products                           20,046,216        21.0%        17,585,807           19.7%
                                       -------------- -----------     --------------    -----------
Total                                  $  95,392,485       100.0%     $  89,168,938          100.0%
                                       ============== ===========     ==============    ===========


Gross Margin                                                  %                                 %
Manufactured Products                  $  38,977,965        51.7%     $  35,726,738           49.9%
Resale Products                            7,196,830        35.9%         6,582,570           37.4%
                                       --------------                 --------------
Total                                  $  46,174,795        48.4%     $  42,309,308           47.4%
                                       ==============                 ==============
</TABLE>

The  Company's  gain on sale of assets for the thirteen weeks ended February 26,
2010  in  the  amount  of  $145,172 was from the (i) sale of used transportation
equipment  for  $9,034  and  (ii)  from  the  sale  of  warehouse  property  at
Jacksonville,  Florida  for  $136,138.

For  last year's thirteen weeks, the gain on sale of assets was $37,265 from the
donation  and  sale  of  used  transportation  equipment.

The  Company's  effective  tax rate for the thirteen weeks was 37.3% compared to
37.7%  for  the  last  year's thirteen weeks and 36.3% for the thirty-nine weeks
this  year  and  38.0%  last  year.

Market Risk

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


                                       13
<PAGE>

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  plans  to  contend  with  the effect of further
inflation  through efficient purchasing, improved manufacturing methods, pricing
and  by  monitoring  and  controlling  expenses.

Environmental  Matters

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

Subsequent  Events

Not  applicable.

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.  Some of the factors
that  may  cause  actual results to differ materially include price competition,
industry  consolidation,  raw  material  costs  and  effectiveness  of sales and
marketing  activities, as described in the Company's filings with the Securities
and  Exchange  Commission.

                                     ITEM 3
                                     ------

                          QUANTITATIVE AND QUALITATIVE
                          DISCLOSURE ABOUT MARKET RISK

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


                                     ITEM 4
                                     ------

                            CONTROLS AND PROCEDURES

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


                                       14
<PAGE>

The  Company's  management,  with  the  participation  of  the  Company's  Chief
Executive  Officer  and  Chief Financial Officer, conducted an evaluation of the
Company's  internal  control  over  financial reporting to determine whether any
changes  occurred  during  the Company's third fiscal quarter ended February 26,
2010  that  have  materially  affected,  or  are reasonably likely to materially
affect,  the Company's internal control over financial reporting.  Based on that
evaluation,  there  has  been  no  such change during the period covered by this
report.


                           PART II OTHER INFORMATION

                                     ITEM 1
                                     ------

                               LEGAL PROCEEDINGS

There are no material pending legal proceedings against the Company or its
subsidiary other than routine litigation incidental to the business of the
Company and its subsidiary.

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

                                  RISK FACTORS

There are no material changes in our risk factors from those disclosed in our
2009 Annual Report on Form 10-K.

                                     ITEM 2
                                     ------

                    UNREGISTERED SALES OF EQUITY SECURITIES
                              AND USE OF PROCEEDS

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

Registrant Purchases of Equity Securities.

The  Company  did  not purchase any shares of its stock for the quarterly period
ended  February  26,  2010.

<TABLE>
<CAPTION>
ISSUER PURCHASES OF EQUITY SECURITIES
----------------------------------------------------------------------------------------------
Period                        (a) Total  (b) Average Price (c) Total Number (d) Maximum Number
                              Number of    Paid per Share      of Shares     (or Approximate
                                Shares        (or Unit)       (or Units)     Dollar Value) of
                             (or Units)                      Purchased as    Shares (or Units)
                               Purchased                    Part of Publicly that May Yet Be
                                                            Announced Plans  Purchased Under
                                                              or Programs      the Plans or
                                                                                 Programs
----------------------------------------------------------------------------------------------
<S>                              <C>            <C>               <C>              <C>
November 28 to December 25       -0-            -0-               -0-              -0-
----------------------------------------------------------------------------------------------
December 26 to January 29        -0-            -0-               -0-              -0-
----------------------------------------------------------------------------------------------
January 30 to February 26        -0-            -0-               -0-              -0-
----------------------------------------------------------------------------------------------
Total Third Quarter              -0-            -0-               -0-              -0-
----------------------------------------------------------------------------------------------
</TABLE>


                                       15
<PAGE>


                                     ITEM 3
                                     ------

                        DEFAULTS UPON SENIOR SECURITIES


     Not applicable.


                                     ITEM 4
                                     ------

                            SUBMISSION OF MATTERS TO
                           A VOTE OF SECURITY HOLDERS


     Not  applicable.


                                     ITEM 5
                                     ------

                               OTHER INFORMATION


     Not applicable.


                                       16
<PAGE>

                                     ITEM 6
                                     ------

                                    EXHIBITS

(3)  Articles  of  Incorporation  and  By-laws  of  Golden  Enterprises,  Inc.

3.1  Certificate  of Incorporation of Golden Enterprises, Inc. (originally known
     as "Golden Flake, Inc.") dated December 11, 1967 (incorporated by reference
     to  Exhibit  3.1  to  Golden Enterprises, Inc. May 31, 2004 Form 10-K filed
     with  the  Commission).

3.2  Certificate  of  Amendment  of  Certificate  of  Incorporation  of  Golden
     Enterprises,  Inc.  dated  December  22, 1976 (incorporated by reference to
     Exhibit  3.2  to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with
     the  Commission).

3.3  Certificate  of  Amendment  of  Certificate  of  Incorporation  of  Golden
     Enterprises,  Inc.  dated  October  2,  1978  (incorporated by reference to
     Exhibit 3 to Golden Enterprises, Inc. May 31, 1979 Form 10-K filed with the
     Commission).

3.4  Certificate  of  Amendment  of  Certificate  of  Incorporation  of  Golden
     Enterprises,  Inc.  dated  October  4,  1979  (incorporated by reference to
     Exhibit 3 to Golden Enterprises, Inc. May 31, 1980 Form 10-K filed with the
     Commission).

3.5  Certificate  of  Amendment  of  Certificate  of  Incorporation  of  Golden
     Enterprises,  Inc.  dated  September 24, 1982 (incorporated by reference to
     Exhibit  3.1  to Golden Enterprises, Inc. May 31, 1983 Form 10-K filed with
     the  Commission).

3.6  Certificate  of  Amendment  of  Certificate  of  Incorporation  of  Golden
     Enterprises,  Inc.  dated  September 22, 1983 (incorporated by reference to
     Exhibit  19.1  to Golden Enterprises, Inc. Form 10-Q Report for the quarter
     ended  November  30,  1983  filed  with  the  Commission).

3.7  Certificate  of  Amendment  of  Certificate  of  Incorporation  of  Golden
     Enterprises.  Inc.  dated  October  3,  1985  (incorporated by reference to
     Exhibit  19.1  to Golden Enterprises, inc. Form l0-Q Report for the quarter
     ended  November  30,  1985  filed  with  the  Commission).

3.8  Certificate  of  Amendment  of  Certificate  of  Incorporation  of  Golden
     Enterprises,  Inc.  dated  September 23, 1987 (incorporated by reference to
     Exhibit  3.1  to Golden Enterprises, Inc. May 31, 1988 Form 10-K filed with
     the  Commission).

3.9  By-Laws  of  Golden Enterprises, Inc. (incorporated by reference to Exhibit
     3.4  to  Golden  Enterprises,  Inc.  May  31, 1988 Form 10-K filed with the
     Commission).

(10) Material Contracts.


                                       17
<PAGE>

10.1 A Form  of  Indemnity Agreement executed by and between Golden Enterprises,
     Inc.  and  Each of its Directors (incorporated by reference as Exhibit 19.1
     to Golden Enterprises, Inc. Form 10-Q Report for the quarter ended November
     30,  1987  filed  with  the  Commission).

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

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

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

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

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

10.9 Amendment  to  Salary  Continuation Plans, Retirement and Disability for F.
     Wayne  Pate  dated April 9. 2002 (incorporated by reference to Exhibit 10.2
     to  Golden  Enterprises,  Inc.  May  31,  2002  Form  10-K  filed  with the
     Commission).

10.10 Amendment to Salary Continuation Plans, Retirement and Disability for John
     S.  Stein dated April 9, 2002 (incorporated by reference to Exhibit 10.3 to
     Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).

10.11 Amendment  to  Salary  Continuation Plan, Death Benefits for John S. Stein
     dated  April  9,  2002 (incorporated by reference to Exhibit 10.4 to Golden
     Enterprises,  Inc.  May  31,  2002  Form  10-K  filed with the Commission).

10.12 Retirement  and Consulting Agreement for John S. Stein dated April 9, 2002
     (incorporated  by reference to Exhibit 10.5 to Golden Enterprises, Inc. May
     31,  2002  Form  10-K  filed  with  the  Commission).

10.13 Salary  Continuation  Plan  for  Mark  W.  McCutcheon  dated  May 15, 2002
     (incorporated  by reference to Exhibit 10.6 to Golden Enterprises, Inc. May
     31,  2002  Form  10-K  filed  with  the  Commission).

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


                                       18
<PAGE>

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
     (incorporated  by  reference  to Exhibit 10.16 to Golden Enterprises, Inc.,
     May  30,  2008  Form  10-K  filed  with  the  Commission).

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

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

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

10.21 Purchase  and  Sale  Agreement  executed by and between Golden Flake Snack
     Foods,  Inc.,  as Seller, And Rodney D. Evans and Everett James Crowell, as
     Purchasers,  with  an  effective date of December 14, 2009, for the sale of
     land  and  improvements  located  in  Duval  County,  at  4771 Phyllis St.,
     Jacksonville,  Florida  (incorporated  by reference to Exhibit 10.21 Golden
     Enterprises,  Inc.  November 27, 2009 Form 10-Q filed with the Commission).

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, 2004 From 10-K with the Commission).

(18) Letter  Re:  Change  in  Accounting  Principles

18.1 Letter  from  the Registrant's Independent Accountant dated August 12, 2005
     indicating a change in the method of applying accounting practices followed
     by  the  Registrant for the fiscal year ended June 3, 2005 (incorporated by
     reference  to  Exhibit  18.1  to Golden Enterprises, Inc. June 3, 2005 Form
     10-K  filed  with  the  Commission).


                                       19
<PAGE>

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.

(99) Additional  Exhibits

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


                                   SIGNATURES

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

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

Dated: April 15, 2010                    /s/Mark W. McCutcheon
       --------------                    ---------------------
                                            Mark W. McCutcheon
                                            President and
                                            Chief Executive Officer


Dated:April 15, 2010                    /s/ Patty Townsend
      --------------                    ------------------
                                            Patty Townsend
                                            Vice-President and
                                            Chief Financial Officer
                                            (Principal Accounting Officer)


                                       20