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 period ended August 31, 2004
                               ---------------
                                                                       OR

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

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

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

                            GOLDEN ENTERPRISES, INC.

             (Exact name of registrant as specified in its charter)

           DELAWARE                                       63-0250005
--------------------------------                -------------------------------
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                        Identification No.)


One Golden Flake Drive
        Birmingham, Alabama                                 35205
--------------------------------                --------------------------------


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

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

     Indicate  by check mark  whether  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes     No X
                                      ---    ---
     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of September 30, 2004.

                                                         Outstanding At
            Class                                        September 30, 2004
            -----                                        ------------------
Common Stock, Par Value $0.66 2/3                           11,852,830

<PAGE>

                            GOLDEN ENTERPRISES, INC.

                                      INDEX



Part I.  FINANCIAL INFORMATION                                        Page No.


Item 1   Consolidated Financial Statements (unaudited)

         Condensed Consolidated Balance Sheets
           August 31, 2004 (unaudited) and May 31, 2004                   3

         Condensed Consolidated Statements of Income (unaudited)
           Three Months Ended August 31, 2004 and 2003                    4


         Condensed Consolidated Statements of Cash
           Flows (unaudited) - Three Months Ended August 31, 2004
           and 2003                                                       5


         Notes to Condensed Consolidated Financial
           Statements (unaudited)                                         6

         Independent Accountant's Report                                 11

Item 2   Management's Discussion and Analysis of Financial
            Condition and Results of Operations                          12

Item 3   Quantitative and Qualitative
            Disclosure About Market Risk                                 16

Item 4   Controls and Procedures                                         16

Part II. OTHER INFORMATION


Item 6   Exhibits                                                        17


                                       2

<PAGE>

                          PART I. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                  August 31,        May 31,
                                                                     2004            2004
                                                                 ------------    ------------
                                                                  (Unaudited)      (Audited)
                          ASSETS

<S>                                                              <C>             <C>
Cash and cash equivalents                                        $  1,235,373    $    565,195
Receivables, net                                                    7,419,631       7,492,151
Note receivable, current                                               46,682          45,760
Inventories:

     Raw material and supplies                                      1,378,552       1,198,534
     Finished goods                                                 2,663,386       2,504,515
                                                                 ------------    ------------
                                                                    4,041,938       3,703,049
                                                                 ------------    ------------
  Prepaid expense                                                   2,296,595       2,292,943

  Deferred income taxes                                               618,803         618,803
                                                                 ------------    ------------
Total current assets                                               15,659,022      14,717,901
                                                                 ------------    ------------
Property, plant and equipment, net                                 14,104,892      13,846,342
Long-term note receivable                                           1,807,965       1,819,986
Other assets                                                        3,258,814       3,238,327
                                                                 ------------    ------------
                                                                 $ 34,830,693    $ 33,622,556
                                                                 ============    ============

                          LIABILITIES AND STOCKHOLDERS' EQUITY

     Current Liabilities:
Checks outstanding in excess of bank balances                    $  1,413,468    $  1,293,534
Accounts payable                                                    2,749,184       1,816,879
Other accrued expenses                                              4,240,745       4,334,798
Salary continuation plan                                               97,880          95,948
Note payable- bank, current                                         1,506,662         477,980
                                                                 ------------    ------------

Total current liabilities                                          10,007,939       8,019,139
                                                                 ------------    ------------
     Long-Term Liabilities:
Note payable-bank, non-current                                              0         521,582
Salary continuation plan                                            1,788,957       1,805,619
                                                                 ------------    ------------

Total long-term liabilities                                         1,788,957       2,327,201
                                                                 ------------    ------------

Deferred income taxes                                                 760,241         820,432
                                                                 ------------    ------------
     Stockholder's Equity:
Common Stock - $.66 - 2/3 par value:
35,000,000 shares authorized
Issued 13,828,793 shares                                            9,219,195       9,219,195
Additional paid-in capital                                          6,497,954       6,497,954
Retained earnings                                                  17,181,009      17,363,237
                                                                 ------------    ------------
                                                                   32,898,158      33,080,386

Less:  Cost of common shares in treasury (1,975,963 at
          August 31, 2004 and May 31, 2004)                       (10,624,602)    (10,624,602)
                                                                 ------------    ------------
Total stockholders' equity                                         22,273,556      22,455,784
                                                                 ------------    ------------
     Total                                                       $ 34,830,693    $ 33,622,556
                                                                 ============    ============
</TABLE>

See Accompanying Notes to Condensed Consolidated Financial Statements

                                       3

<PAGE>

                      GOLDEN ENTERPRISES, INC & SUBSIDIARY
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                                August 31,
                                                                         Restated
                                                       ------------    ------------
                                                           2004            2003
                                                       ------------    ------------
<S>                                                    <C>             <C>
 Net sales                                             $ 24,766,426    $ 24,580,778
 Cost of sales                                           13,022,389      13,186,328
                                                       ------------    ------------
 Gross margin                                            11,744,037      11,394,450

Selling, general and administrative expenses             11,549,736      10,762,608
                                                       ------------    ------------
  Operating income                                          194,301         631,842
                                                       ------------    ------------
Other income (expenses):
  Investment income                                          37,519          39,909
  Gain on sale of assets                                     12,952          47,431
  Other income                                               98,669          19,784
  Interest expense                                          (44,916)        (53,629)
                                                       ------------    ------------
    Total other income (expenses)                           104,224          53,495

    Income before income taxes                              298,525         685,337
Income tax expense                                          110,350         253,645
                                                       ------------    ------------
Net income                                             $    188,175    $    431,692
                                                       ============    ============
PER SHARE OF COMMON STOCK:
  Net income                                           $       0.02    $       0.04
                                                       ============    ============

Weighted average number of common shares outstanding     11,852,830      11,883,305
                                                       ============    ============


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

See Accompanying Notes to Condensed Consolidated Financial Statements.



                                       4

<PAGE>

                                     ITEM 1
                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                                     Restated
                                                       August 31,    August 31,
                                                          2004           2003
                                                      -----------    -----------
Cash flows from operating activities:
<S>                                                   <C>                <C>
  Net income                                          $   188,175        431,692
    Adjustment to reconcile net income to net
    cash provided by operating activities:
    Depreciation and amortization                         547,387        594,933
    Deferred income taxes                                 (60,191)        41,535
    Gain on sale of property and equipment                (12,952)       (47,431)
Changes in operating assets and liabilities:
(Increase) decrease in receivable- net                     72,520         (3,222)
(Increase) in inventories                                (338,889)       (63,011)
(Increase) decrease in pre-paid expenses                   (3,652)       247,276
(Increase) in other assets- long term                     (20,487)             0
Increase in accounts payable                              932,305      1,205,284
(Decrease) in accrued expenses                            (94,053)       (94,540)
(Decrease in salary continuation                          (14,730)       (13,847)
                                                      -----------    -----------
Net cash provided by operating activities               1,195,433      2,298,669
                                                      -----------    -----------
Cash flows from investing activities:
Purchase of property, plant and equipment                (825,128)      (119,783)
Proceeds from sale of property, plant and equipment        32,143         66,234
Collection of note receivable                              11,099         10,250
                                                      -----------    -----------
Net cash  (used in) investing activities                 (781,886)       (43,299)
                                                      -----------    -----------
Cash flows from financing activities:
Debt proceeds                                           1,506,662              0
Debt repayments                                          (999,562)      (925,162)
Increase (decrease) in checks outstanding in
  excess of bank balances                                 119,934       (457,414)
Cash dividends paid                                      (370,403)      (371,356)
                                                      -----------    -----------
  Net cash provided by (used in) financing
    activities                                            256,631     (1,753,932)
                                                      -----------    -----------
Net increase in cash and cash equivalents                 670,178        501,438
Cash and cash equivalents at beginning of year            565,195      1,278,333
                                                      -----------    -----------
Cash and cash equivalents at end of quarter           $ 1,235,373    $ 1,779,771
                                                      ===========    ===========
Supplemental information:
  Cash paid during the year for:
   Income taxes                                       $         0    $  (248,830)
   Interest                                                44,916         53,629
</TABLE>


See Accompanying Notes to Condensed Consolidated Financial Statements.

                                       5

<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

1.       The accompanying  unaudited condensed consolidated financial statements
         have been prepared in accordance with accounting  principles  generally
         accepted in the United States of America  (GAAP) for interim  financial
         information  and with the  instructions  to Form 10-Q and Article 10 to
         Regulation  S-X.  Accordingly,  they do not include all information and
         footnotes  required by GAAP for complete financial  statements.  In the
         opinion of management,  all adjustments  consisting of normal recurring
         accruals  considered  necessary  for  a  fair  presentation  have  been
         included. For further information,  refer to the consolidated financial
         statements and footnotes included in the Golden  Enterprises,  Inc. and
         subsidiary  ("the  Company")  Annual  Report  on Form 10-K for the year
         ended May 31, 2004.

2.       The Company's  quarterly financial  information  previously reported on
         Form 10-Q/A for the  quarterly  period ended  August 31, 2003  includes
         restated  consolidated  financial statements at August 31, 2003 and for
         the three months ended August 31, 2003.


The following  table presents the impact of the  restatement  adjustments on net
earnings for the three months ended August 2003.

                                       Three Months Ended
                                        August 31, 2003
                                       -------------------
                                              2003
                                       -------------------




Net Income as originally reported           $ 258,945
  Adjustments (pre-tax):
  Accrued vacation liability                     (634)
  Self insurance liability                    273,407
                                            ---------
Total adjustments (pre-tax)                   272,773
Total taxes                                   100,026
                                            ---------
Total net adjustments                         172,747
                                            ---------
Net income as restated                      $ 431,692
                                            =========
Per share of common stock:
Net income-basic as originally reported     $    0.02
Effect of net adjustments                        0.02
                                            ---------
Net income- basic as restated               $    0.04
                                            =========
Net income-diluted as originally reported   $    0.02
Effect of net adjustments                        0.02
                                            ---------
Net income-diluted as restated              $    0.04
                                            =========


                                       6

<PAGE>

The  following  table sets  forth the  effects  of the  restatement  adjustments
discussed  below on the  Consolidated  Statement of Operations  for the 3 months
ended August 31, 2003.

<TABLE>
<CAPTION>
                                                                        Quarter Ended August 31, 2003
                                                                           As
                                                                        Originally
                                                                        Reported               As Restated
                                                                     ---------------         ---------------
<S>                                                                  <C>                     <C>
Net sales                                                            $    24,580,778         $    24,580,778
Cost of goods sold                                                        12,882,936              13,186,328
Selling, general and administrative expenses                              11,338,773              10,762,608
Other income (expenses)                                                       53,495                  53,495
                                                                     ---------------         ---------------
Income before cumulative effect of a
  change in accounting policy and income taxes                               412,564                 685,337

Provision for income taxes                                                   153,619                 253,645
                                                                     ---------------         ---------------

Net income                                                           $       258,945         $       431,692
                                                                     ===============         ===============

Net Income per share- basic                                          $          0.02         $          0.04
Average shares outstanding                                                11,883,305              11,883,305
Net Income per share- diluted                                        $          0.02         $          0.04
Average shares outstanding                                                11,883,305              11,883,305

The following table sets forth the effects of the restatement discussed below on
the Consolidated Balance Sheet at August 31, 2003.
                                                                    August 31, 2003
                                                                     As Originally
                                                                        Reported               As Restated
                                                                     ---------------         ---------------
ASSETS
Current assets
Cash and cash equivalents                                            $     1,779,771         $     1,779,771
Receivables, net                                                           7,942,137               7,849,476
Notes receivable, current                                                     43,104                  43,104
Inventories                                                                3,849,148               3,849,148
Prepaid expenses                                                           3,279,208               2,633,845
Deferred income taxes                                                            -0-                 469,692
                                                                     ---------------         ---------------
     Total current assets                                                 16,893,368              16,625,036
                                                                     ---------------         ---------------
Property, Plant and Equipment                                             14,867,620              14,867,620
Notes receivable, long-term                                                1,854,646               1,854,646
Other                                                                      2,777,972               2,777,972
                                                                     ---------------         ---------------
TOTAL ASSETS                                                         $    36,393,606         $    36,125,274
                                                                     ===============         ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Checks outstanding in excess of bank balances                        $       699,694         $       699,694
Accounts payable                                                           2,906,218               2,906,218
Current portion of long-term debt                                            435,457                 435,457
Other accrued expenses                                                     2,403,827               4,194,908
Deferred income taxes                                                        304,698                       0
Salary continuation plan                                                      90,379                  90,379
                                                                     ---------------         ---------------
     Total current liabilities                                             6,840,273               8,326,656

Long-term liabilities:
Note payable- bank, non- current                                           1,062,290               1,062,290
Salary continuation plan                                                   1,855,360               1,855,360
Deferred income taxes                                                        743,107                 743,107
                                                                     ---------------         ---------------
TOTAL LIABILITIES                                                         10,501,030              11,987,413
STOCKHOLDERS' EQUITY
Common stock - $.66 2/3 par value:
Authorized 35,000,000 shares:
issued 13,828,793 shares                                                   9,219,195               9,219,195
Additional paid-in capital                                                 6,497,954               6,497,954
Retained earnings                                                         20,708,604              18,953,889
Treasury shares - at cost (1,945,488)                                   (10,533,177)            (10,533,177)
                                                                     ---------------         ---------------
TOTAL STOCKHOLDERS' EQUITY                                                25,892,576              24,137,861
                                                                     ---------------         ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $    36,393,606         $    36,125,274
                                                                     ===============         ===============
</TABLE>

                                       7
<PAGE>

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



Stockholders' Equity - June 1, 2000, as previously reported   $ 24,686,435

Self-insurance liability                                        (1,336,817)
Compensated absences                                            (1,643,177)
Tax effect of restatement adjustments                            1,092,764
                                                              -------------
Decrease in stockholders equity                                 (1,887,230)
                                                              -------------
Stockholders' equity - June 1, 2000, as restated              $ 22,799,205
                                                              =============


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

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

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

3.   The results of  operations  for the three  months ended August 31, 2004 and
     2003 are not  necessarily  indicative of the results to be expected for the
     full year.  Certain prior year amounts have been reclassified to conform to
     the current year presentation.

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

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

6.   In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation-Transition  and Disclosure-an  amendment of FASB Statement No.
     123." SFAS No.  148.  amends  SFAS No.  123,  "Accounting  for  Stock-Based
     Compensation" to provide  alternative methods of transition for a voluntary
     change  to the fair  value  based  method  of  accounting  for  stock-based
     employee  compensation.  In  addition,  SFAS No. 148 amends the  disclosure
     requirements of SFAS No.123 to require prominent disclosures in both annual
     and  interim  financial  statements  about  the  method of  accounting  for
     stock-based  employee  compensation  and the effect of the  method  used on
     reported  results.  The Company has adopted the disclosure  requirements of
     SFAS  No.  148  effective  May  31,  2003  in  its  consolidated  financial
     statements.   The  Company  will   continue  to  account  for   stock-based
     compensation using the methods described in Note 8 below.

                                       8
<PAGE>

7.   The following table provides a  reconciliation  of the denominator  used in
     computing  basic  earnings per share to the  denominator  used in computing
     diluted  earnings  per share for the three months ended August 31, 2004 and
     2003:

<TABLE>
<CAPTION>
                                                                               August 31, 2004      August 31, 2003
                                                                               ---------------      ---------------
<S>                                                                           <C>                  <C>
     Weighted average number of common shares used in computing basic
          earnings per share                                                        11,852,830        11,883,305
     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                            11,852,830        11,883,305
                                                                               ===============        ==========
     Stock options  excluded from the above  reconciliation  because they are          369,000           369,000
     anti- dilutive                                                            ===============        ==========
</TABLE>


8.   The Company  applies APB Opinion No. 25 in accounting  for all of its stock
     option plans and, accordingly, no compensation cost has been recognized for
     its stock options in the financial statements. The table below presents the
     pro-forma net income effect of the options using the  Black-Scholes  option
     pricing model prescribed under SFAS No. 123.

<TABLE>
<CAPTION>
                                                                      For the Three Months Ended
                                                                  August 31, 2004    August 31, 2003
                                                                  ----------------------------------
<S>                                                                   <C>               <C>
              Net income as reported                                  $188,175          $431,692
              Earnings per share as reported-basic                         .02              . 04
              Earnings per share as reported-diluted                       .02               .04
              Stock based compensation costs, net of income
              tax, that would have been included in net
              income if the fair value method had been
              applied                                                   (2,614)           (3,073)
                                                                 --------------     -------------
              Pro-forma net income                                    $185,561          $428,619
                                                                 ==============     =============
              Pro-forma earnings per share-basic                        $  .02            $  .04
              Pro-for     Pro-forma earnings per share-diluted          $  .02            $  .04
</TABLE>


9.       The Company entered into a five year term product  purchase  commitment
         during the year ending May 31, 2001 with a supplier. Under the terms of
         the agreement the minimum purchase quantity and the unit purchase price
         were  fixed   resulting  in  a  minimum   first  year   commitment   of
         approximately  $2,171,000.  After the first year, the minimum  purchase
         quantity was fixed and the purchase unit price was negotiable, based on
         current market.  Subsequently,  in September 2002, the product purchase
         agreement  was  amended to fix the  purchase  unit price and  establish
         specific annual quantities.

10.      The  interest  rate on the  Company's  bank  debt is reset  monthly  to
         reflect the 30 days LIBOR rate. Consequently, the carrying value of the
         bank debt approximates fair value. During the three months ended August
         31, 2004 the Company's bank debt was increased by $.51 million compared
         to a decrease of $.92  million last year.  The interest  rate at August
         31, 2004 was 3.29% compared to 2.86% at August 31, 2003.


                                       9
<PAGE>


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

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

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


                                       10
<PAGE>


                         INDEPENDENT ACCOUNTANT'S REPORT

We have reviewed the accompanying  interim  consolidated balance sheet of Golden
Enterprises,  Inc. and subsidiary as of August 31, 2004 and the related  interim
consolidated statements of income and cash flows for the three-month period then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.

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

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

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

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


Birmingham, Alabama
October 8, 2004            DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP


                                       11

<PAGE>


                                     ITEM 2

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


    The purpose of this discussion is to provide  additional  information  about
Golden  Enterprises,  Inc.,  its  financial  condition  and the  results  of its
operations.  Readers should refer to the consolidated  financial  statements and
other financial data presented  throughout  this report to fully  understand the
following discussion and analysis.

    The Management's  Discussion and Analysis of Financial Condition and Results
of  Operations  set forth in this Item 2 reflects  the August  31,  2003  10-Q/A
Amendment No. 1 "Restatement."


RESTATEMENT

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

    The  restatement  adjustment  for the three  months  ended  August 31,  2003
resulted in an increase in net income of approximately  $.17 million.  Basic and
Diluted  net income per share was  increase  $.02 per share for the three  month
ended August 31, 2003. For a discussion of individual adjustment items, see Note
2 to the Condensed Consolidated Financial Statements.


OVERVIEW


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

    No  single  product  or  product  line  accounts  for  more  than 50% of the
Company's sales,  which affords some protection  against loss of volume due to a
crop  failure  of  major  agricultural  raw  materials.  Raw  materials  used in
manufacturing  and processing the Company's snack food products are purchased on
the open market and under contract through brokers and directly from growers.  A
large part of the raw materials used by the Company consists of farm commodities
which are subject to  precipitous  changes in supply and price.  Weather  varies
from  season  to  season  and  directly  affects  both the  quality  and  supply
available.  The  Company  has no control  of the  agricultural  aspects  and its
profits are affected accordingly.

    The  Company  sells its  products  through  its own sales  organization  and
independent  distributors to commercial  establishments  that sell food products
primarily in the  Southeastern  United States.  The products are  distributed by
approximately 436 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.

                                       12
<PAGE>

BASIS OF PRESENTATION

    The Company's discussion and analysis of its financial condition and results
of operations are based upon the accompanying  unaudited condensed  consolidated
financial  statements,  which have been prepared in accordance  with  accounting
principles generally accepted in the United States of America (GAAP) for interim
financial  information and with the  instructions to Form 10-Q and Article 10 to
Regulation S-X.  Accordingly,  they do not include all information and footnotes
required  by  GAAP  for  complete  financial  statements.   In  the  opinion  of
management,  all adjustments  consisting of normal recurring accruals considered
necessary for a fair presentation have been included.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

    The Company's discussion and analysis of its financial condition and results
of  operations  are based  upon the  Company  unaudited  condensed  consolidated
financial  statements,  the  preparation of which in conformity  with accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management  to make  estimates  and  assumptions  that in certain  circumstances
affect amounts reported in the consolidated  financial statements.  In preparing
these financial statements,  management has made its best estimate and judgments
of  certain   amounts   included  in  the  financial   statements,   giving  due
considerations  to  materiality.  The Company does not believe  there is a great
likelihood that materially  different  amounts would be reported under different
conditions or using  different  assumptions  related to the accounting  policies
described below. However,  application of these accounting policies involves the
exercise of judgment and use of assumptions as to future uncertainties and, as a
result, actual results could differ from these estimates.


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

Revenue Recognition

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

Accounts Receivable

    The Company records  accounts  receivable at the time revenue is recognized.
Amounts for bad debt expense are recorded in selling, general and administrative
expenses on the Consolidated  Statements of Income.  The amount of the allowance
for  doubtful  accounts  is  based  on  management's  estimate  of the  accounts
receivable  amount that is uncollectible.  Management  records a general reserve
based on analysis of historical data. In addition,  management  records specific
reserves for  receivable  balances  that are  considered  high-risk due to known
facts regarding the customer. The allowance for bad debts is reviewed quarterly,
and it is determined  whether the amount  should be changed.  Failure of a major
customer to pay the  Company  amounts  owed could have a material  impact on the
financial  statements  of the  Company.  At August 31, 2004 and May 31, 2004 the
Company had accounts receivables in the amount of $7.4 million and $7.5 million,
net of an  allowance  for doubtful  accounts of $0.2  million and $0.2  million,
respectively.

Inventories

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

                                       13

<PAGE>


Accrued Expenses

    Management  estimates certain material expenses in an effort to record those
expenses in the period incurred. The most material accrued estimates relate to a
salary  continuation  plan for certain key  executives  of the  Company,  and to
insurance-related expenses, including self-insurance.  Workers' compensation and
general  liability  insurance  accruals are recorded  based on insurance  claims
processed as well as historical claims  experience for claims incurred,  but not
yet reported.  These estimates are based on historical loss development factors.
Employee  medical  insurance  accruals  are  recorded  based on  medical  claims
processed as well as historical  medical claims  experienced for claims incurred
but not yet reported. Differences in estimates and assumption could result in an
accrual requirement materially different from the calculated accrual.


 OTHER MATTERS

    Transactions  with  related  parties,  reported  in Note 14 of the  Notes to
Consolidated  Financial  Statements  in the Annual  Report to  Stockholders  for
fiscal year ended May 31, 2004 are  conducted  on an  arm's-length  basis in the
ordinary course of business.


LIQUIDITY AND CAPITAL RESOURCES

    Working Capital was $6.7 million at June 1, 2004 and $5.7 million at the end
of the first  quarter.  Net cash  provided by operating  activities  amounted to
$1.20 million for the first quarter this year compared to $2.30 million for last
year's first quarter.

    Additions to property,  plant and  equipment,  net of disposals,  were $0.81
million this year and $0.10 million last year.  Cash  dividends of $0.37 million
were paid during this year's first quarter  compared to $0.37 million last year.
No cash was used to purchase treasury stock this year and last year, and no cash
was used to increase  investment  securities this year and the Company's current
ratio was 1.56 to 1.00 at August 31, 2004.

    The following table  summarizes the significant  contractual  obligations of
the Company as of August 31, 2004:

<TABLE>
<CAPTION>

CONTRACTUAL OBLIGATIONS           TOTAL            2005          2006-2007      2008-2009      THEREAFTER
-----------------------       --------------  --------------  --------------  -------------  -------------
<S>                                    <C>            <C>               <C>            <C>           <C>
Long-Term Debt                        -0-            -0-               -0-            -0-           -0-
Purchase Commitment                2,096,000       1,491,000         605,000          -0-           -0-
Salary Continuation Plan           1,901,567          95,948         216,448        253,870       1,335,301
                              --------------  --------------  --------------  -------------  -------------
Total Contractual Obligations   $  3,997,567  $    1,586,948  $      821,448  $     253,870  $    1,335,301
</TABLE>



OFF-BALANCE SHEET ARRANGEMENT

    The Company entered into a five-year term product purchase commitment during
the year ending May 31, 2001 with a supplier.  Under the terms of the  agreement
the minimum  purchase  quantity and the unit purchase price were fixed resulting
in a minimum first year commitment of approximately $2,171,000.  After the first
year,  the minimum  purchase  quantity was fixed and the purchase unit price was
negotiable,  based on current  market.  Subsequently,  in  September  2002,  the
product  purchase  agreement  was  amended  to fix the  purchase  unit price and
establish specific annual quantities.


                                       14
<PAGE>


Other Commitments

    The Company had letters of credit in the amount of $1,785,987 outstanding at
August 31, 2004 to support the Company's commercial self-insurance program.

    The Company signed a line of credit note with a financial institution with a
limit of  $2,262,500  on July 6,  2004.  The  interest  rate  will be a  monthly
variable  rate based on the LIBOR rate plus  1.75%.  The  purpose of the line of
credit is to pay off the current  line of credit and to purchase  new  vehicles.
The line of credit note expires on November 30, 2004,  at which time the Company
plans to convert the line of credit into a note with a fixed monthly payment and
maturity date which will be collateralized by the above equipment purchased.

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


OPERATING RESULTS


    For the three months ended August 31, 2004,  net sales  increased  0.8% from
the  comparable  period in fiscal 2004.  This year's first quarter cost of sales
was 52.6% of net sales  compared to 53.6% last year,  and  selling,  general and
administrative  expenses  were 46.6% of net sales this year and 43.8% last year.
The increase in selling,  general and administrative  expenses, was primarily in
selling and delivery expenses and employee benefit costs.

    The Company's Gain on sales of assets for the first quarter in the amount of
$12,952 was from the sale of used transportation equipment for cash.

    For last year's  first  quarter the Gain on sale of assets was $47,431  from
the sale of used transportation equipment for cash.

    The Company's investment income decreased 6.0% from last year.

    The Company's effective tax rate for the first quarter was 37.0% compared to
37.0% for last year's first quarter.

MARKET RISK


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

    The  Company's  investment   securities  consist  of  short-term  marketable
securities.  Presently  these are  variable  rate  money  market  mutual  funds.
Assuming August 31, 2004 variable rate investment levels and bank loan balances,
a one-point  change in interest rates would impact  interest income by $8,274 on
an annual basis and interest expense by $15,067.

    The Company is subject to market risk with  respect to  commodities  because
its ability to recover  increased costs through higher pricing may be limited by
the competitive  environment in which it operates. The Company purchases its raw
materials on the open market,  under contract  through brokers and directly from
growers.  Future  contracts  have been  used  occasionally  to hedge  immaterial
amounts of commodity purchases but none are presently being used.


                                       15
<PAGE>


INFLATION

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


ENVIRONMENTAL MATTERS

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


FORWARD-LOOKING STATEMENTS

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


                                     ITEM 3

                          QUANTITATIVE AND QUALITATIVE
                          DISCLOSURE ABOUT MARKET RISK

    Included  in Item 2,  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations under the heading- Market Risk- beginning on
page 15.

                                     ITEM 4

CONTROLS AND PROCEDURES

    The Company  performed an  evaluation,  under the  supervision  and with the
participation  of  the  Company's  management,  including  the  Company's  Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
design and operation of the Company's  disclosure  controls and procedures as of
the end of the  period  covered  by  this  quarterly  report.  Based  upon  that
evaluation,  the Chief Executive  Officer and Chief Financial  Officer concluded
that as of the end of the period covered by this quarterly report, the Company's
disclosure  controls and procedures  were  effective to ensure that  information
required to be disclosed in reports that the Company  files or submits under the
Security and Exchange Act of 1934 is recorded, processed summarized and reported
within  the  specified  time  periods.  There  has not  been any  change  in the
Company's  internal  controls  over  financial  reporting  that  has  materially
affected,  or is reasonably likely to materially  affect, the Company's internal
control over financial reporting.

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


                                       16
<PAGE>


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

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


                           PART II. OTHER INFORMATION


Item 6.           EXHIBITS


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

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

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

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


                                       17
<PAGE>


                                   SIGNATURES

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





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



         Dated: October 8, 2004              /s/ MARK W. MCCUTCHEON
                                            ----------------------------------
                                                 Mark W. McCutcheon
                                                 President and
                                                 Chief Executive Officer



         Dated:  October 8, 2004             /s/ PATTY TOWNSEND
                                           -----------------------------------
                                                 Patty Townsend
                                                 Vice-President and
                                                 Chief Financial Officer
                                                 (Principal Accounting Officer)



                                       18