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

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

For the quarterly period ended February 29, 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 the number of shares outstanding of each of the issuer's
classes of common stock, as of March 31, 2004.


                                                                Outstanding at
             Class                                              March 31, 2004
             -----                                              --------------
Common Stock, Par Value $0.66 2/3                                 11,883,305

<PAGE>

                            GOLDEN ENTERPRISES, INC.

                                      INDEX

Part I.                       FINANCIAL INFORMATION                     Page No.

Item 1   Condensed Consolidated Balance Sheets
           February 29, 2004 (unaudited) and May 31, 2003                  3

Item 1   Condensed Consolidated Statements of Operations (unaudited)
         Three Months and Nine Months ended February 29, 2004 and
         February 28, 2003                                                 4

Item 1   Condensed Consolidated Statements of Cash
         Flows (unaudited)- Nine Months ended February 29, 2004            5
         and  February 28, 2003

Item 1   Notes to Condensed Consolidated Financial Statements (unaudited)  6

Item 1   Independent Accountant's Report                                   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                                     14

Item 4   Controls and Procedures                                          14

Part II. OTHER INFORMATION

Item 6   Exhibits and Report on Form 8-K                                  15



                                       2
<PAGE>

               PART I.  FINANCIAL INFORMATION

               GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

               CONDENSED CONSOLIDATED BALANCE SHEETS

                                          February 29,       May 31,
                                              2004            2003
                                          -------------   ------------
                                           (Unaudited)     (Audited)
                       ASSETS


Cash and cash equivalents                 $    478,984    $ 1,278,333
Receivables, net                             7,994,790      7,938,916
Note Receivable, current                        44,857         42,253
     Inventories:
Raw material and supplies                    1,736,407      1,496,992
Finished goods                               2,553,827      2,289,145
                                          -------------   ------------

                                             4,290,234      3,786,137
                                          -------------   ------------


  Prepaid expense                            4,333,975      3,645,298
                                          -------------   ------------

Total current assets                        17,142,840     16,690,937
                                          -------------   ------------

Property, plant and equipment, net          14,118,829     15,361,573
Long-term Note Receivable                    1,831,771      1,865,747
Other assets                                 2,777,822      2,777,972
                                          -------------   ------------

                                          $ 35,871,262    $36,696,229
                                          =============   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

     Current Liabilities:
Checks outstanding in excess of bank
 balances                                 $  1,704,403    $ 1,157,108
Accounts payable                             2,279,488      1,700,934
Accrued and deferred income taxes              304,699        304,698
Other accrued expenses                       2,751,030      2,381,975
Salary continuation plan                        94,055         88,595
Note payable- bank, current                  1,195,304        432,142
                                          -------------   ------------

Total current liabilities                    8,328,979      6,065,452
                                          -------------   ------------

     Long-Term Liabilities:
Note payable-bank, non-
 current                                       724,447      1,990,767
Salary Continuation Plan                     1,822,683      1,870,991
                                          -------------   ------------

Total long-term liabilities                  2,547,130      3,861,758
                                          -------------   ------------

Deferred income taxes                          714,358        764,032
                                          -------------   ------------

     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                           19,096,823     20,821,015
                                          -------------   ------------

                                            34,813,972     36,538,164

Less:  Cost of common shares in treasury
 (1,945,488 at
          February 29, 2004 and May 31,
           2003)                           (10,533,177)   (10,533,177)
                                          -------------   ------------

Total stockholders' equity                  24,280,795     26,004,987
                                          -------------   ------------

     Total                                $ 35,871,262    $36,696,229
                                          =============   ============

See Accompanying Notes to Condensed Consolidated Financial Statements

                                       3
<PAGE>

ITEM1- GOLDEN ENTERPRISES, INC. AND SUBSIDARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
<S>                                     <C>           <C>           <C>           <C>
                                              Three Months Ended          Nine Months Ended
                                         FEBRUARY 29, FEBRUARY 28,   FEBRUARY 29, FEBRUARY 28,
                                        -------------------------------------------------------
                                              2004         2003           2004         2003
                                        -------------------------------------------------------
(UNAUDITED)
Net Sales                               $  24,102,358 $ 23,954,925  $  71,980,117 $ 72,183,211
Cost of sales                              12,876,483   12,582,983     37,991,551   38,177,312
                                         ------------- ------------  ------------- ------------
Gross margin                               11,225,875   11,371,942     33,988,566   34,005,899


Selling, general and administrative
 expenses                                  12,136,595   12,097,942     35,087,945   35,642,906
                                         ------------- ------------  ------------- ------------
  Operating (loss)                           (910,720)    (726,000)    (1,099,379)  (1,637,007)
                                         ------------- ------------  ------------- ------------
Other income (expenses):
  Investment income                            37,730       39,356        117,204      122,406
  Gain on sale of assets                        2,787       22,737         67,672      269,326
  Other income                                 31,989       29,365         72,921       75,309
  Interest expense                            (48,778)     (66,205)      (150,727)    (207,022)
                                         ------------- ------------  ------------- ------------
  Total other income (expenses)                23,728       25,253        107,070      260,019
                                         ------------- ------------  ------------- ------------

(Loss) before income taxes                   (886,992)    (700,747)      (992,309)  (1,376,988)
Income tax expense                           (337,036)    (266,967)      (382,183)    (527,998)
                                         ------------- ------------  ------------- ------------
Net (loss)                              $    (549,956)$   (433,780) $    (610,126)$   (848,990)
                                         ============= ============  ============= ============

PER SHARE OF COMMON STOCK:
  Net (loss)                            $       (0.05)$      (0.04) $       (0.05)$      (0.07)
                                         ============= ============  ============= ============

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

Cash dividends paid per share of common
stock                                   $      0.0313 $     0.0313  $      0.0938 $     0.0938
                                         ============= ============  ============= ============
</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)


                                                  NINE MONTHS ENDED
                                                February    February
                                                   29,         28,
                                                  2004        2003
                                               -----------------------

Cash flows from operating activities:
  Net  (Loss)                                  $ (610,126) $ (848,990)
    Adjustment to reconcile net income (loss)
     to net
    cash provided by operating
     activities:
    Depreciation and amortization               1,771,247   1,891,986
    Deferred income
     taxes                                        (49,674)    (18,963)
    Gain on sale of property and
     equipment                                    (67,672)   (269,326)

Changes in operating assets and
 liabilities:
(Increase) Decrease in receivable- net            (55,874)  1,564,132
(Increase) Decrease in
 inventories                                     (504,097)    394,341
(Increase) in pre-paid expenses                  (688,677)   (775,413)
Decrease in other assets- long term                   150           0
Increase in accounts
 payable                                          578,554     240,641
Increase  in accrued income taxes                       0      21,174
Increase (Decrease) in accrued expenses           369,055     (89,740)
(Decrease) in salary continuation                 (42,848)    (40,488)
                                               ----------- -----------

Net cash provided by operating
 activities                                       700,038   2,069,354
                                               ----------- -----------

Cash flows from investing activities:
Purchase of property, plant and
 equipment                                       (608,318)   (592,032)
Proceeds from sale of property, plant and
 equipment                                        147,488     362,738
Collection of note
 receivable                                        31,372     109,589
Investment securities available- for
 sale:
  Purchases                                             0  (2,482,884)
  Proceeds from disposal                                0   2,494,000
                                               ----------- -----------
Net cash  (used in)
  Investing activities                           (429,458)   (108,589)

Cash flows from financing activities:
Debt repayments                                  (503,158)   (979,864)
Increase  in checks outstanding in
  excess of bank
   balances                                       547,295     852,544
Cash dividends paid                            (1,114,066) (1,856,772)
                                               ----------- -----------

  Net cash (used in) financing
   activities                                  (1,069,929) (1,984,092)
                                               ----------- -----------

Net (decrease) in cash and cash equivalents      (799,349)    (23,327)
Cash and cash equivalents at beginning of year  1,278,333     286,480
                                               ----------- -----------

Cash and cash equivalents at end of quarter    $  478,984  $  263,153
                                               =========== ===========

Supplemental information:
  Cash paid during the
   year for:
   Income taxes                                $   42,958  $   88,206
   Interest                                       150,727     207,022

                                       5
<PAGE>

                                     ITEM 1
                                     ------

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)




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, 2003.

2.   The  results  of  operations  for the three  months and  nine-months  ended
     February 29, 2004 and 2003 are not necessarily indicative of the results to
     be expected for the full year.

3.   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.

4.   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.

5.   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 7 below.


                                       6
<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 nine months ended February 29, 2004 and
     2003:




                                        For the Three Months For the Nine Months
                                               Ended               Ended
                                           February 29,        February 28,

                                                    2004           2003
                                        ----------------------------------------
Weighted average number of common
 shares used in computing basic
 earnings per share                             11,883,305     11,883,305
Effect of dilutive stock options                         0          1,326
                                        ----------------------------------------
Weighted average number of common
 shares and dilutive potential common
 stock used in computing dilutive
 earnings per share                             11,883,305     11,884,631
                                        ========================================

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

7.   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>
<S>                                   <C>          <C>              <C>          <C>
                                       For the Three Months Ended   For the Nine Months Ended
                                       February 29, February 28,    February 29, February 28,

                                           2004         2003           2004         2003
                                       ------------------------------------------------------

Net (loss) as reported                ($549,956)   ($433,780)       ($610,126)   ($848,990)

(Loss) per share as reported-basic         (.05)        (.04)            (.05)        (.07)
(Loss) per share as reported-diluted       (.05)        (.04)            (.05)        (.07)
Stock based compensation costs, net of
 income tax, that would have been
 included in net income if the fair
 value method had been applied           (3,073)      (3,165)           (9,219)      (9,495)
Pro-forma net (loss)                   (553,029)    (436,945)         (619,345)    (858,485)
Pro-forma (loss) per share-basic           (.05)        (.04)             (.05)        (.07)
Pro-forma (loss) per share-diluted         (.05)        (.04)             (.05)        (.07)
</TABLE>

8.   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.

                                       7
<PAGE>

     Subsequently, in September 2002, the product purchase agreement was amended
     to fix the purchase unit price and establish specific annual quantities.

9.   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 nine months ended February 29, 2004 the
     Company's  bank debt was reduced by $.50  million  compared to $.98 million
     last year.  The interest  rate at February  29, 2004 was 2.85%  compared to
     3.09% at February 28, 2003.

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

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

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

                                       8
<PAGE>

                         INDEPENDENT ACCOUNTANT'S REPORT
                         -------------------------------

     We have reviewed the  accompanying  interim  consolidated  balance sheet of
     Golden  Enterprises,  Inc. and  subsidiary  as of February 29, 2004 and the
     related  interim  consolidated  statements of operations and cash flows for
     the  nine-month  period  then ended.  These  financial  statements  are the
     responsibility of the Company's management.

     We conducted our review in accordance  with  standards  established  by the
     American  Institute of Certified  Public  Accountants.  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 auditing  standards  generally accepted in the
     United States of America,  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.





     Birmingham, Alabama
     April 12, 2004                    DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP







                                       9
<PAGE>


                                     ITEM 2
                                     ------

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



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 434 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.


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's   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.


                                       10
<PAGE>

     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  Operations.  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 February 29, 2004 and May 31, 2003
the  Company had  accounts  receivables  in the amount of $8.0  million and $7.9
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.

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 13 of the Notes to
Consolidated  Financial  Statements  in the Annual  Report to  Stockholders  for
fiscal year ended May 31, 2003 are  conducted  on an  arm's-length  basis in the
ordinary course of business.

                                       11
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     Working  Capital was $10.6  million at June 1, 2003 and $8.8 million at the
end of the third quarter.  Net cash provided by operating activities amounted to
$.70  million for the nine months this year  compared to $1.51  million for last
year's first nine months.

     Additions to property,  plant and equipment,  net of disposals,  were $0.53
million this year and $0.50 million last year.  Cash  dividends of $1.11 million
were paid during this year's  first nine months  compared to $1.86  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 compared to a net
decrease in investment securities providing $0.01 million of cash last year. The
Company's current ratio was 2.06 to 1.00 at February 29, 2004.

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.

Other Commitments

     The Company had letters of credit in the amount of  $1,759,000  outstanding
at February 29, 2004 to support the Company's commercial self-insurance program.

     The Company has a  line-of-credit  agreement with a local bank that permits
borrowing  up to $1  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.

     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 February 29, 2004, net sales increased 0.6% from
the comparable  period in fiscal 2003. The increase in net sales was distributed
evenly between  private label and branded sales.  This year's third quarter cost
of sales  was 53.4% of net sales  compared  to 52.5%  last  year,  and  selling,
general and administrative  expenses were 50.4% of net sales this year and 50.5%
last year. The increase was primarily due to  significant  increases in employee
medical costs and commodity costs.

     For the year-to-date net sales decreased 0.3% from last year. Cost of sales
was 52.8% of net  sales  compared  to 52.9%  last  year.  Selling,  general  and
administrative expenses were 48.7% of net sales this year, and 49.4% last year.

     The  Company's  gain on sales of assets for the third quarter in the amount
of $2,787 was from the sale of used transportation equipment for cash.

     For last year's third  quarter the gain on sale of assets was $22,737 which
was from the sale of used transportation equipment for cash.

                                       12
<PAGE>

     Golden  Enterprises  Audit  Committee  has  engaged a  private  CPA firm to
execute an internal audit in compliance  with  Sarbanes-Oxley.  This  engagement
will measure the effectiveness of the companies  internal control framework plus
establish new guidelines where applicable.

     The Company's  third quarter  investment  income  decreased  4.1% from last
year. For the nine months investment income was down 4.2%.

     The Company's  effective tax rate for the third quarter was -38.0% compared
to -38.1% for last year's third quarter and -38.5% for the nine months this year
and -38.3% last year.



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  February  29,  2004  variable  rate  investment  levels  and bank loan
balances,  a one-point  change in interest rates would impact interest income by
$38 on an annual basis and interest expense by $19,198.

     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.



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

                                       13
<PAGE>

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- Market Risk beginning on page 12.





                                     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  the
evaluation,  and as of the end of the period covered by this  quarterly  report,
the Chief  Executive  Officer and Chief  Financial  Officer  concluded  that the
Company's  Disclosure  Controls and  Procedures  were  effective.  There were no
changes in the Company's  internal controls over financial  reporting during the
Company's last fiscal quarter that have materially  affected,  or are reasonably
likely to materially  affect,  the  Company's  internal  control over  financial
reporting.







                                       14
<PAGE>

                           PART II. OTHER INFORMATION


Item 6.         Exhibits and Reports on Form 8-K
                --------------------------------

         (a)    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.


         (b)    Reports on Form 8-K:

                On December 29, 2003, we filed a current report on Form 8-K
                dated December 29, 2003 disclosing that on December 29, 2003,
                Golden Enterprises, Inc. issued a press release announcing its
                earnings for the second quarter and ended November 30, 2003. A
                copy of the Earnings Press Release was attached as Exhibit 99.1.



                                   SIGNATURES

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




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




         Dated: April 12, 2004                  /s/Mark W. McCutcheon
                --------------                  ---------------------
                                                   Mark W. McCutcheon
                                                   President and
                                                   Chief Executive Officer




         Dated: April 12, 2004                  /s/ Patty Townsend
                --------------                  ------------------
                                                  Patty Townsend
                                                  Vice-President and
                                                  Chief Financial Officer
                                                  (Principal Accounting Officer)

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