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 (twenty-six weeks) period ended November 28, 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):
Large  accelerated  filer    Accelerated filer    Non-accelerated filer
                         ---                  ---                      ---
Smaller reporting company  X
                          ---

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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of December 31, 2008.

                                                       Outstanding at
            Class                                     December 31, 2008
            -----                                     -----------------
Common Stock, Par Value $0.66 2/3                        11,746,632

<PAGE>

<TABLE>
<CAPTION>

                            GOLDEN ENTERPRISES, INC.

                                      INDEX

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

Item 1               Financial Statements (unaudited)

                     Condensed Consolidated Balance Sheets
                     November 28, 2008 (unaudited) and May 30, 2008                                     3
                     Condensed Consolidated Statements of Income (unaudited)
                     Thirteen Weeks and Twenty-Six  Ended November 28, 2008 and November 30,            4
                     2007

                     Condensed Consolidated Statements of Cash Flows
                     (unaudited)- Twenty-Six Weeks Ended November 28, 2008 and November 30,
                     2007                                                                               5
                     Notes to Condensed Consolidated Financial
                     Statements (unaudited)                                                             7

                     Report of Independent Registered Public Accounting Firm                            9

Item 2               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                                               10

Item 3               Quantitative and Qualitative
                     Disclosure About Market Risk                                                      13

Item 4               Controls and Procedures                                                           13

Part II.             OTHER INFORMATION                                                                 14

Item 1               Legal Proceedings                                                                 14

Item 1-A             Risk Factors                                                                      14
Item 2               Unregistered Sales of Equity Securities and Use of Proceeds                       14

Item 3               Defaults Upon Senior Securities                                                   14

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>

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

                                                                                 (Unaudited)     (Audited)
                                                                                 November 28,     May 30,
                                                                                    2008           2008
                                                                                 ------------   ------------
                                                   ASSETS
   <S>                                                                               <C>              <C>
CURRENT ASSETS
 Cash and cash equivalents                                                      $  2,440,684   $    442,756
 Receivables, net                                                                  7,954,543      7,940,547
 Inventories:
  Raw materials and supplies                                                       1,666,114      1,467,400
  Finished goods                                                                   2,956,670      2,870,698
                                                                                 ------------   ------------
                                                                                   4,622,784      4,338,098
                                                                                 ------------   ------------

 Prepaid expenses                                                                  1,997,244      1,642,959
 Deferred income taxes                                                               649,420        649,420
                                                                                 ------------   ------------
  Total current assets                                                            17,664,675     15,013,780
                                                                                 ------------   ------------

 Property, plant and equipment, net                                               12,286,151     14,629,336
 Other assets                                                                      2,286,266      2,592,929
                                                                                 ------------   ------------

   Total                                                                        $ 32,237,092   $ 32,236,045
                                                                                 ============   ============

                                     LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
 Checks outstanding in excess of bank balances                                  $          -   $    817,370
 Accounts payable                                                                  3,832,496      3,567,939
 Accrued income taxes                                                                293,276        160,619
 Other accrued expenses                                                            4,696,269      4,989,684
 Salary continuation plan                                                            137,361        131,993
 Line of credit outstanding                                                        1,995,436      1,484,368
                                                                                 ------------   ------------

  Total current liabilities                                                       10,954,838     11,151,973
                                                                                 ------------   ------------

LONG-TERM LIABILITIES
 Salary continuation plan                                                          1,457,018      1,499,421
 Deferred income taxes                                                               620,077        620,077
                                                                                 ------------   ------------

  Total long-term liabilities                                                      2,077,095      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                                                                14,376,809     14,060,942
                                                                                 ------------   ------------
                                                                                  30,093,958     29,778,091
 Less: Cost of common shares in treasury (2,082,161 shares at November 28, 2008
  and 2,039,886 shares at May 30, 2008)                                          (10,888,799)   (10,813,517)
                                                                                 ------------   ------------

  Total stockholder's equity                                                      19,205,159     18,964,574
                                                                                 ------------   ------------

   Total                                                                        $ 32,237,092   $ 32,236,045
                                                                                 ============   ============

</TABLE>

See Accompanying Notes to Condensed Consolidated Financial Statements


                                       3
<PAGE>

<TABLE>
<CAPTION>

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


                                                         Thirteen          Thirteen         Twenty-Six        Twenty-Six
                                                           Weeks             Weeks             Weeks             Weeks
                                                           Ended             Ended             Ended             Ended
                                                     November 28, 2008 November 30, 2007 November 28, 2008 November 30, 2007
                                                    ------------------ ----------------- ----------------- -----------------
  <S>                                                      <C>                  <C>              <C>                <C>
Net sales                                                 $29,155,330       $27,504,759       $59,006,018       $55,898,987
Cost of sales                                              15,791,595        14,213,757        31,176,866        28,621,556
                                                     ----------------- ----------------- ----------------- -----------------
Gross margin                                               13,363,735        13,291,002        27,829,152        27,277,431

Selling, general and administrative expenses               13,010,121        12,986,925        26,889,178        25,668,807
                                                     ----------------- ----------------- ----------------- -----------------
  Operating income                                            353,614           304,077           939,974         1,608,624
                                                     ----------------- ----------------- ----------------- -----------------

Other income (expenses):
  Gain on sale of assets                                      804,767            34,245           849,678            44,745
  Interest expense                                            (48,308)          (42,175)         (108,252)          (74,918)
  Other income                                                 15,691            47,393            25,187           100,126
                                                     ----------------- ----------------- ----------------- -----------------
 Total other income (expenses)                                772,150            39,463           766,613            69,953
                                                     ----------------- ----------------- ----------------- -----------------

Income before income taxes                                  1,125,764           343,540         1,706,587         1,678,577
Income taxes                                                  427,646           148,215           654,003           640,879
                                                     ----------------- ----------------- ----------------- -----------------
 Net income                                               $   698,118       $   195,325       $ 1,052,584       $ 1,037,698
                                                     ================= ================= ================= =================

PER SHARE OF COMMON STOCK
 Basic earnings                                           $      0.06       $      0.02       $      0.09       $      0.09
 Diluted earnings                                         $      0.06       $      0.02       $      0.09       $      0.09

Weighted average number of common
 stock share outstanding:
      Basic                                                11,757,956        11,825,742        11,770,671        11,830,515
      Diluted                                              11,757,956        11,825,742        11,770,671        11,830,515

Cash dividends paid per share of
      common stock                                        $    0.0313       $    0.0313       $    0.0626       $    0.0626

</TABLE>

See Accompanying Notes to Condensed Consolidated Financial Statements

                                       4
<PAGE>

<TABLE>
<CAPTION>

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



                                                          Twenty-Six           Twenty-Six
                                                          Weeks Ended          Weeks Ended
                                                       November 28, 2008    November 30, 2007
                                                       -----------------    -----------------
          <S>                                                 <C>                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES

 Cash received from customers                         $  58,992,022        $  56,705,018
 Miscellaneous income                                        25,187              100,126
 Cash paid to suppliers & employees                     (30,357,320)         (28,513,530)
 Cash paid for operating expenses                       (26,931,843)         (25,957,638)
 Income taxes paid                                         (521,346)            (787,392)
 Interest expenses paid                                    (108,252)             (74,918)
                                                       -----------------    -----------------
 Net cash from operating activities                       1,098,448            1,471,666


CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of property, plant and equipment                 (670,111)            (957,016)
 Proceeds from sale of property, plant and equipment      2,687,892               46,945
 Collection of notes receivable                                   -               28,487
                                                       -----------------    -----------------
 Net cash provided by (used in) investing activities      2,017,781             (881,584)


CASH FLOWS FROM FINANCING ACTIVITIES

 Debt proceeds                                           10,039,428           13,469,903
 Debt repayments                                         (9,528,360)         (13,550,916)
 Change in checks outstanding in excess of bank
  balances                                                 (817,370)             229,974
 Cash dividends paid                                       (736,717)            (739,709)
 Purchases of treasury shares                               (75,282)             (49,153)
                                                       -----------------    -----------------
 Net cash used in financing activities                   (1,118,301)            (639,901)


Net change in cash and cash equivalents                   1,997,928              (49,819)
Cash and cash equivalents at beginning of period            442,756              706,852
                                                       -----------------    -----------------
Cash and cash equivalents at end of period            $   2,440,684        $     657,033
                                                       =================    =================
</TABLE>


See Accompanying Notes to Condensed Consolidated Financial Statements

                                       5
<PAGE>

<TABLE>
<CAPTION>

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

       RECONCILIATION OF NET INCOME TO NET CASH FROM OPERATING ACTIVITIES
     FOR THE TWENTY-SIX WEEKS ENDED NOVEMBER 28, 2008 AND NOVEMBER 30, 2007




                                                                    Twenty-Six          Twenty-Six
                                                                   Weeks Ended         Weeks Ended
                                                                November 28, 2008   November 30, 2007
                                                                ------------------  ------------------
    <S>                                                                 <C>                 <C>
 Net Income                                                    $        1,052,584  $        1,037,698
   Adjustments to reconcile net income to net cash provided by
    operating activities:
     Depreciation and amortization                                      1,175,082           1,139,806
     Gain on sale of property and equipment                              (849,678)            (44,745)

Changes in operating assets and liabilities:
 Change in receivables - net                                              (13,996)            806,031
 Change in inventories                                                   (284,686)           (386,363)
 Change in prepaid expenses                                              (354,285)           (142,683)
 Change in other assets                                                   306,663              44,381
 Change in accounts payable                                               264,557            (313,733)
 Change in accrued expenses                                              (293,415)           (486,609)
 Change in salary continuation                                            (37,035)            (35,604)
 Change in accrued income taxes                                           132,657            (146,513)
                                                                ------------------  ------------------

   Net cash provided by operating activities                   $        1,098,448  $        1,471,666
                                                                ==================  ==================

</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 twenty-six weeks ended
         November 28, 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 November
         28, 2008 and May 30, 2008.

                                  Prepaid Breakdown


                                         November 28, 2008     May 30, 2008
                                         -----------------   ----------------

        Truck Shop Supplies             $          710,237  $         717,802
        Insurance Deposit                          188,959            188,959
        Slotting Fees                              137,516            202,391
        Deferred Advertising Fees                  496,242                  -
        Prepaid Insurance                          162,182            285,777
        Prepaid Taxes/Licenses                     155,656            200,445
        Prepaid Dues/Supplies                      127,041             10,237
        Other                                       19,411             37,348
                                         -----------------   ----------------

                                        $        1,997,244  $       1,642,959
                                         =================   ================



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  twenty-six  weeks ended
         November 28, 2008 and November 30, 2007:
<TABLE>
<CAPTION>
                                                                                -----------------   -----------------
                                                                                   Twenty-Six          Twenty-Six
                                                                                  Weeks Ended         Weeks Ended
                                                                                November 28, 2008   November 30, 2007
                                                                                -----------------   -----------------
                <S>                                                                    <C>                 <C>
        Weighted average number of common shares used in computing basic
         earnings per share                                                         11,770,671          11,830,515

        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                 11,770,671          11,830,515
                                                                                =================   =================

        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  $2,264,857
         outstanding at November 28, 2008 compared to $2,314,857 at November 30,
         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 November 28, 2008 was  $1,995,436  with an interest  rate of
         4.00%,  leaving the Company  with  $4,564 of credit  availability.  The
         Company's line-of-credit debt as of November 30, 2007 was $812,562 with
         an  interest  rate of 7.75%,  leaving the Company  with  $1,187,438  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  November  25,  2008,  the Company  closed the sale of the  property
         located  at 2926 Kraft  Drive in  Nashville,  Tennessee  and across the
         street from this address for $2,100,000.

11.      On October 22, 2008 the Purchaser  cancelled,  within the due diligence
         period provided for in the contract, the Purchase and Sale Agreement to
         purchased the property  located at 4771 Phyllis  Street,  Jacksonville,
         Florida for $200,000.


                                       8
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


We have reviewed the accompanying condensed consolidated balance sheet of Golden
Enterprises,  Inc.  and  subsidiary  as of November  28,  2008,  and the related
condensed  consolidated  statements of income and cash flows for the  twenty-six
week periods  ended  November 28, 2008 and  November 30, 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
 January 8, 2009                DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP




                                       9
<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 322 route representatives
who are supplied with selling inventory by the Company's  trucking fleet. All of
the route  representatives  are  employees of the Company and use the  Company's
direct-store delivery system.


Liquidity and Capital Resources

At November  28, 2008 and May 30,  2008,  working  capital  was  $6,709,837  and
$3,861,807, respectively.

Cash was used to purchase  30,377  shares of treasury  stock this quarter in the
amount of $52,950.  The Company's current ratio was 1.61 to 1.00 at November 28,
2008 compared to 1.35 to 1.00 at May 30, 2008.


                                       10
<PAGE>


Accounts Receivable and Allowance for Doubtful Accounts

At November  28, 2008 and May 30, 2008 the Company had accounts  receivables  in
the amount of  $7,954,543  and  $7,940,547,  net of an  allowance  for  doubtful
accounts of $70,000 and $70,000, respectively.

The following  table  summarizes  the  Company's  customer  accounts  receivable
profile as of November 28, 2008 and May 30, 2008:

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

                                         November 28, 2008      May 30, 2008

         Less than $1,000.00                         1,053             1,118
         $1,001.00-$10,000.00                          524               558
         $10,001.00-$100,000.00                        116               113
         $100,001.00-$500,000.00                         6                 8
         $500,001.00-$1,000,000.00                       1                 1
         $1,000,001.00-$2,500,000.00                     0                 0
                                         -----------------  ----------------

         Total All Accounts                          1,700             1,798
                                         =================  ================

Contractual Obligations

The following table  summarizes the significant  contractual  obligations of the
Company as of November 28, 2008:
<TABLE>
<CAPTION>

      <S>                            <C>             <C>            <C>              <C>             <C>
Contractual Obligations             Total          Current        2-3 Years        4-5 Years      Thereafter
------------------------------   ------------    -----------    --------------    -----------    -------------
Vehicle Lease                      $3,604,745     $  902,270        $1,799,505     $  902,970         $      -
Salary Continuation Plan            1,594,379        137,361           309,871        363,444          783,703
                                 ------------    -----------    --------------    -----------    -------------
Total Contractual Obligations      $5,199,124     $1,039,631        $2,109,376     $1,266,414         $783,703
                                 ============    ===========    ==============    ===========    =============
</TABLE>

Other Commitments

Available   cash,   cash  from   operations  and  available   credit  under  the
line-of-credit   are  expected  to  be  sufficient  to  meet   anticipated  cash
expenditures and normal operating requirements for the foreseeable future.

Operating Results

For the thirteen weeks ended  November 28, 2008,  net sales  increased 6.0% from
the comparable  period in fiscal 2008.  For the twenty-six  weeks ended November
28, 2008, net sales  increased  5.6% from the comparable  period in fiscal 2008.
This  year's  second  quarter  cost of sales was 54.2% of net sales  compared to
51.7% for last year's  second  quarter.  This year's  second  quarter,  selling,
general and  administrative  expenses were 44.6% of net sales  compared to 47.2%
for last year's second  quarter.  This year's year to date selling,  general and
administrative  expenses  were  45.6% of net  sales  compared  to 45.9% for last
year's year to date.


                                       11
<PAGE>

The following tables compare manufactured products to resale products:
<TABLE>
<CAPTION>


                             Manufactured Products-Resale Products

                                      Thirteen Weeks Ended              Thirteen Weeks Ended
                                        November 28, 2008                November 30, 2007
  <S>                                        <C>           <C>            <C>               <C>
Sales                                                        %                               %
Manufactured Products            $         23,227,596      79.7%    $   22,147,538         80.5%
Resale Products                             5,927,734      20.3%         5,357,221         19.5%
                                 -------------------- ----------    --------------    ----------
Total                            $         29,155,330     100.0%    $   27,504,759        100.0%
                                 ==================== ==========    ==============    ==========


Gross Margin                                                 %                               %
Manufactured Products            $         11,195,693      48.2%    $   11,592,903         52.3%
Resale Products                             2,168,042      36.6%         1,698,099         31.7%
                                 -------------------- ----------    --------------    ----------
Total                            $         13,363,735      45.8%    $   13,291,002         48.3%
                                 ==================== ==========    ==============    ==========




                                     Twenty-Six Weeks Ended            Twenty-Six Weeks Ended
                                        November 28, 2008                 November 30, 2007
Sales                                                        %                                %
Manufactured Products            $        47,063,062       79.8%    $   45,080,534          80.6%
Resale Products                           11,942,956       20.2%        10,818,453          19.4%
                                 -------------------  ----------    --------------    -----------
Total                            $        59,006,018      100.0%    $   55,898,987         100.0%
                                 ===================  ==========    ==============    ===========


Gross Margin                                                 %                                %
Manufactured Products            $        23,303,268       49.5%    $   23,802,650          52.8%
Resale Products                            4,525,884       37.9%         3,474,781          32.1%
                                 -------------------  ----------    --------------    -----------
Total                            $        27,829,152       47.2%    $   27,277,431          48.8%
                                 ===================  ==========    ==============    ===========
</TABLE>

The Company's  gain on sale of assets for the thirteen  weeks ended November 28,
2008 in the  amount  of  $804,767  was  from  the  sale  of used  transportation
equipment  for $22,055 and from the sale of  warehouse  properties  at Marietta,
Georgia and Nashville, Tennessee for $782,712.

For last year's thirteen weeks,  the gain on sale of assets was $34,245 from the
sale of used equipment for cash.

The Company's  effective tax rate for the thirteen  weeks was 38.0%  compared to
43.1% for the last year's thirteen weeks and 38.3% for the twenty-six weeks this
year and 38.2% 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
interest rates on its bank loans, and commodity prices affecting the cost of its
raw materials.

                                       12
<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 will contend with the effect of further  inflation
through efficient purchasing,  improved  manufacturing  methods,  pricing and by
monitoring and controlling expenses.

Environmental Matters

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

Forward-Looking Statements

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

                                     ITEM 3
                                     ------

                          QUANTITATIVE AND QUALITATIVE
                          DISCLOSURE ABOUT MARKET RISK

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.

The  Company's  management,  with  the  participation  of  the  Company's  Chief
Executive  Officer and Chief Financial  Officer,  conducted an evaluation of the

                                       13
<PAGE>

Company's  internal  control over financial  reporting to determine  whether any
changes  occurred during the Company's  second fiscal quarter ended November 28,
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.

                                    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  30,377  shares of treasury  stock for the  quarterly
period ended November 28, 2008 in the amount of $52,275. In addition, commission
fees in the sum of $675 were paid to the broker.
<TABLE>
<CAPTION>

           <S>                             <C>               <C>                   <C>                     <C>
ISSUER PURCHASES OF EQUITY SECURITIES
------------------------------------ --------------- ----------------------- --------------------- ----------------------
Period                                 (a) Total       (b) Average Price     (c) Total Number of    (d) Maximum Number
                                       Number of       Paid per Share (or           Shares            (or Approximate
                                         Shares              Unit)                (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
------------------------------------ --------------- ----------------------- --------------------- ----------------------
August 30 to September 26                     6,266          $1.79
------------------------------------ --------------- ----------------------- --------------------- ----------------------
September 27 to October 31                   24,111          $1.70
------------------------------------ --------------- ----------------------- --------------------- ----------------------
November 1 to November 28                       -0-           -0-
------------------------------------ --------------- ----------------------- --------------------- ----------------------
Total Second Quarter                         30,377          $1.72
------------------------------------ --------------- ----------------------- --------------------- ----------------------
</TABLE>


                                     ITEM 3
                                     ------

                         DEFAULTS UPON SENIOR SECURITIES


         Not applicable.


                                       14
<PAGE>

                                     ITEM 4
                                     ------

                            SUBMISSION OF MATTERS TO
                           A VOTE OF SECURITY HOLDERS

(a) The Annual Meeting of Stockholders of Golden  Enterprises,  Inc. was held on
    September 25, 2008.
(b) All director nominees were elected.
(c) The following is a tabulation of the voting for the election of Directors:

                              ELECTION OF DIRECTORS

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

John S. Stein                    10,725,940                            447,583
Edward R. Pascoe                 11,169,468                              4,055
John P. McKleroy, Jr.            10,748,077                            425,446
James I. Rotenstreich            11,168,268                              5,255
John S.P. Samford                11,166,201                              7,322
J. Wallace Nall, Jr.             10,722,304                            451,219
F. Wayne Pate                    10,728,469                            445,054
Joann F. Bashinsky               10,727,139                            446,384
Mark W. McCutcheon               10,795,391                            378,132


                                     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

                                       16
<PAGE>

          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).


10.7      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).


10.9      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,

                                       18
<PAGE>


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


(99)      Additional Exhibits


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

                                   SIGNATURES

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


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

 Dated: January 15, 2009                       /s/Mark W. McCutcheon
        ----------------                       ---------------------
                                                  Mark W. McCutcheon
                                                  President and
                                                  Chief Executive Officer


 Dated: January 15, 2009                       /s/ Patty Townsend
        ----------------                       ------------------
                                                 Patty Townsend
                                                 Vice-President and
                                                 Chief Financial Officer
                                                 (Principal Accounting Officer)


                                       19