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           November 30, 1998

                               OR

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

For the transition period from _________________ to___________

Commission file number                  0-4339


                    GOLDEN ENTERPRISES, INC.
     ______________________________________________________
     (Exact name of registrant as specified in its charter)

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

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

                         (205) 326-6101
      ____________________________________________________
      (Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.

Yes  X     No
    ___       ____

     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of December 31, 1998.

                                            Outstanding at
              Class                       December 31, 1998
_________________________________         __________________
Common Stock, Par Value $0.66 2/3             12,160,950


                    GOLDEN ENTERPRISES, INC.

                              INDEX

Part I. Financial Information                             Page No.

       Consolidated Condensed Balance Sheets -
         November 30, 1998 and May 31, 1998                    3

       Consolidated Condensed Statements of Income -
         Three Months and Six Months Ended November 
         30, 1998 and 1997                                     4

       Consolidated Condensed Statements of Cash
         Flows - Six Months Ended
         November 30, 1998 and 1997                            5

       Notes to Consolidated Condensed Financial
         Statements                                            6

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


Part II.   Other Information                                   8


                  PART 1. FINANCIAL INFORMATION

<TABLE>
                   GOLDEN ENTERPRISES, INC. AND SUBSIDIARIES

                     CONSOLIDATED CONDENSED BALANCE SHEETS


<CAPTION>
                                                  November 30,       May 31,
                                                      1998            1998
                                                  ____________      _________
                                                  (Unaudited)       (Audited)
<S>                                               <C>             <C>
ASSETS

Cash and cash equivalents                         $   258,217     $   114,869
Investment Securities                             $ 1,103,767     $ 3,077,464
  Receivables, net                                $11,200,345     $11,208,786
    Inventories:
Raw material and supplies                         $ 3,153,960     $ 2,425,367
   Finished goods                                 $ 2,631,711     $ 2,359,201
                                                  ___________     ___________
                                                  $ 5,785,671     $ 4,784,568
                                                  ___________     ___________
  Current assets:
  Prepaid expenses                                $ 2,980,958     $ 1,899,294
                                                  ___________     ___________
Total current assets                              $21,328,958     $21,084,981
                                                  ___________     ___________
Property, plant and equipment, net                $22,243,424     $22,973,086

    Other assets                                  $ 2,866,682     $ 2,866,681
                                                  ___________     ___________
                                                  $46,439,064     $46,924,748
                                                  ___________     ___________
                                                  ___________     ___________

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Notes payable, principally to banks               $         0     $         0
Accounts payable & checks outstanding 
  in excess of bank balance                       $ 7,885,053     $ 5,795,698
Accrued and deferred income taxes                 $   254,898     $   468,711
Other accrued expenses                            $ 1,298,250     $ 1,304,349
Current installments of long-term debt            $         0     $         0
                                                  ___________     ___________
Total current Liabilities                         $ 9,438,201     $ 7,568,758
                                                  ___________     ___________
Long-term debt less current maturities            $ 1,431,998     $ 1,284,543
                                                  ___________     ___________
Deferred income taxes                             $ 1,987,826     $ 1,982,324
                                                  ___________     ___________

Stockholder's Equity: 
Common Stock - $.66 - 2/3 par value: 
35,000,000 shares Authorized 
Issued 13,828,793 shares                          $ 9,219,195     $ 9,219,195
Additional paid-in capital                        $ 6,499,554     $ 6,499,554
Retained earnings                                 $27,438,710     $29,671,907
                                                  ___________     ___________
                                                  $43,157,459     $45,390,656

Less: Cost of common  shares in 
      treasury (1,667,843 shares at
      November 30, 1998 and 1,622,843
      shares at May 31, 1998)                     $-9,576,420     $-9,301,533
                                                  ___________     ___________
Total stockholders' equity                        $33,581,039     $36,089,123
                                                  ___________     ___________
        Total                                     $46,439,064     $46,924,748
                                                  ___________     ___________
                                                  ___________     ___________

<FN>

See Accompanying Notes to Consolidated Condensed Financial Statements

</FN>            
</TABLE>
<TABLE>

                             GOLDEN ENTERPRISES, INC. & SUBSIDIARIES

                           CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                           (UNAUDITED)

                                                      Three Months Ended               Six Months Ended
<CAPTION>
                                                         November 30,                    November 30,
                                                  ___________________________     ___________________________
                                                     1998            1997            1998            1997
                                                  ___________     ___________     ___________     ___________
<S>                                               <C>             <C>             <C>             <C>
 REVENUES:
     Net Sales                                    $30,818,075     $30,657,537     $62,362,865     $63,041,915
  Other operating revenues                        $    84,973     $   211,731     $   171,082     $   375,717
  Investment income                               $    23,051     $    51,231     $    60,483     $   111,074
                                                  ___________     ___________     ___________     ___________
     Total revenues                               $30,926,099     $30,920,499     $62,594,430     $63,528,706
                                                  ___________     ___________     ___________     ___________

COSTS AND EXPENSES:
  Cost of sales                                   $14,386,454     $14,301,578     $29,217,148     $28,921,994
  Selling, general and 
    administrative expense                        $16,386,332     $15,650,891     $32,327,175     $31,796,389
  Interest                                        $         0     $         0     $         0     $         0
                                                  ___________     ___________     ___________     ___________
 Total costs and expenses                         $30,772,786     $29,952,469     $61,544,323     $60,718,383
                                                  ___________     ___________     ___________     ___________
Income before income taxes                        $   153,313     $   968,030     $ 1,050,107     $ 2,810,323
Income taxes                                      $    48,667     $   338,631     $   359,297     $ 1,007,938
                                                  ___________     ___________     ___________     ___________
Net income                                        $   104,646     $   629,399     $   690,810     $ 1,802,385
                                                  ___________     ___________     ___________     ___________
                                                  ___________     ___________     ___________     ___________

PER SHARE OF COMMON STOCK:
  Net Income                                      $       .01     $       .05     $       .06     $       .15
                                                  ___________     ___________     ___________     ___________
                                                  ___________     ___________     ___________     ___________

Weighted average number of common
  shares outstanding                               12,162,181      12,205,950      12,181,081       12,205,950
                                                  ___________     ___________     ___________     ____________
                                                  ___________     ___________     ___________     ____________

Cash dividend paid per share of 
  common stock                                    $       .12     $       .12     $       .24     $        .24
                                                  ___________     ___________     ___________     ____________
                                                  ___________     ___________     ___________     ____________

<FN>

See Accompanying Notes to Consolidated Condensed Financial Statements.

</FN>
</TABLE>

 
<TABLE>
                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARIES

                  CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

                                  (UNAUDITED)

<CAPTION>
                                                      SIX MONTHS ENDED
                                                        November 30,
                                                  ___________________________
                                                      1998            1997
                                                  ___________     ___________
<S>                                               <C>             <C>
Cash flows from operating activities:
 Net income                                       $   690,810     $ 1,802,385
 Adjustment to  reconcile net income 
  to net cash provided by operating 
  activities:
   Depreciation and amortization                  $ 1,652,006     $ 1,527,535
   Compensation related to stock plan             $         0     $         0
   Salary Continuation Benefits                   $   147,456     $   117,684
   Deferred income taxes                          $     5,502     $    44,801
   Gain on sale of equipment                      $  -101,814     $  -297,509
   Changes in  operating assets and 
    liabilities:
    Decrease (increase) in accounts 
      receivable                                  $     8,441     $   589,918
    Decrease (increase) in inventories            $-1,001,103     $   -67,660
    Decrease (increase) in prepaid 
      expenses                                    $-1,081,664     $  -361,635
    Decrease (increase) in other 
      assets-long term                            $        -1     $         0
    Increase (decrease) in accounts 
      payable and checks outstanding
      in  excess of bank balances                 $ 2,089,355     $   781,920
    Increase (decrease) in accrued 
      income taxes                                $  -213,813     $  -487,787
    Increase (decrease) in accrued 
      expenses                                    $  -  6,099     $    35,507
                                                  ___________     ___________
                                                  $ 2,189,076     $ 3,685,159
                                                  ___________     ___________

Cash flows from investing activities: 
  Purchase of property, plant 
    and equipment                                 $  -915,951     $-2,439,120
  Proceeds from sale of equipment                 $    95,420     $   305,710
  Net decrease (increase) in 
    investment securities                         $ 1,973,697     $ 2,065,163
                                                  ___________     ___________
     Net cash provided by (used in) 
      investing activities                        $ 1,153,166     $   -68,247
                                                  ___________     ___________

Cash flows from financing activities:
  Payments of current installments 
    of long-term debt                             $         0     $         0
  Purchase of treasury stock                      $  -274,887     $         0
    Proceeds from sale of treasury 
      stock                                       $         0     $         0
Cash dividend paid                                $-2,924,007     $-2,929,428
                                                  ___________     ___________
     Net cash used in financing 
       activities                                 $-3,198,894     $-2,929,428
                                                  ___________     ___________

Net (decrease) increase in cash
  and cash equivalents                            $   143,348     $   687,484
Cash and cash equivalents at 
   beginning of year                              $   114,869     $   670,974
                                                  ___________     ___________
Cash and cash equivalents at 
  end of quarter                                  $   258,217     $ 1,358,458
                                                  ___________     ___________
                                                  ___________     ___________

Supplemental information:
  Cash paid during the year for:
    Income taxes                                  $   895,369     $ 1,450,924
    Interest                                      $         0     $         0

<FN>

See Accompanying Notes to Consolidated Condensed Financial Statements.

</FN>
</TABLE>

            GOLDEN ENTERPRISES, INC. AND SUBSIDIARIES

      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1.   In the opinion of management, the accompanying unaudited
     consolidated condensed financial statements contain all
     adjustments (consisting of only normal recurring accruals)
     necessary to present fairly its financial position as of
     November 30, 1998 and May 31, 1998, and its results of
     operations for the three months and six months ended November
     30, 1998 and 1997 and its cash flow for the six months 
     ended November 30, 1998 and 1997.

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

2.   The results of operations for the three months and six months
     ended November 30, 1998 and 1997 are not necessarily indicative 
     of the results to be expected for the full year.

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

Liquidity and Capital Resources

     Working Capital was $13.5 million at June 1, 1998 and $11.9
million at the end of the second quarter.  Net cash provided by
operating activities amounted to $2.2 million for the six months 
this year compared to $3.7 million for last year's first six months.

     Additions to property, plant and equipment, net of disposals,
were $0.92 million this year and $2.4 million last year. Cash dividends
of $2.93 million were paid during this year's first six months compared
to $2.93 million last year. Cash in the amount of $0.27 million was used
to purchase treasury stock this year and none was used last year, and
$1.97 million of cash was provided by a net decrease in investment
securities this year compared to $2.07 million last year. The Company's
current ratio was 2.26 to 1.00 at November 30, 1998.

Operating Results

     For the three months ended November 30, 1998, total revenues
increased 0.02% from the comparable period in fiscal 1998. Cost of
sales was 46.7% of net sales compared to 46.7% last year. Selling,
general and administrative expenses were 53.2% of net sales this year
and 51.1% last year. The increase in this percentage was due to an
increase in advertising and promotional expenses, and costs related
to expansion into new market areas.

     For the year-to-date, total revenues decreased 1.47% from the
comparable period in fiscal 1998. Cost of sales was 46.9% of net sales
compared to 45.9% last year. Selling, general and administrative 
expenses were 51.8% of net sales this year and 50.4% last year.

     The Company's second quarter investment income as a percentage of
pre-tax was 15.0% this year compared to 5.3% last year. There was an
actual dollar decrease in investment income of 55.0%, but pre-tax
income decreased 84.2%.

     For the six months, investment income was 5.8% of pre-tax income
this year and 4.0% last year. For the six months investment income
dollars decreased 45.5% but pre-tax income decreased 62.6%.

     The Company's effective tax rate for the second quarter was 31.7%
compared to 35.0% for last year's second quarter and 34.2% versus
35.9% for the six months.

Year 2000 Compliance

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

                   PART II.  OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K

          (b)  Reports on Form 8-K - There were no reports on form
               8-K filed for the three months ended November 30, 1998.


                           SIGNATURES

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


                                  GOLDEN ENTERPRISES, INC.
                                  ________________________
                                        (Registrant)


Dated:  January 14, 1999                /s/ John S. Stein
                                       ____________________________
                                            John S. Stein
                                            Chairman and
                                            Chief Executive Officer


Dated:  January 14, 1999                /s/ John H. Shannon
                                       _____________________________
                                            John H. Shannon
                                            Vice President/Controller
                                            (Principal Accounting
                                            Officer)