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

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

For the quarterly (thirteen week) period ended September 1, 2006

                                       OR

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

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

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



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

            DELAWARE                                           63-0250005

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

One Golden Flake Drive
         Birmingham, Alabama                                       35205
-----------------------------------------                 ----------------------
(Address of Principle Executive Offices)                         (Zip Code)

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

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

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer.  See definition of accelerated
filer and large  accelerated  filer in Rule 12b-2 of the  Exchange  Act.  (Check
one):
Large accelerated filer       Accelerated filer       Non-accelerated filer  X
                        -----                   -----                      -----

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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of September 1, 2006

                                                             Outstanding at
              Class                                        September 29, 2006
              -----                                        ------------------
Common Stock, Par Value $0.66 2/3                              11,835,330


<PAGE>

                            GOLDEN ENTERPRISES, INC.

                                      INDEX
<TABLE>
<CAPTION>
<S>        <C>                                                                       <C>
Part I.    FINANCIAL INFORMATION                                                   Page No.

Item 1     Financial Statements (unaudited)

           Condensed Consolidated Balance Sheets
           September 1, 2006 (unaudited) and June 2, 2006                              3
           Condensed Consolidated Statements of Operations (unaudited)
           Thirteen Weeks Ended September 1, 2006 and September 2, 2005
                                                                                       4
           Condensed Consolidated Statements of Cash Flows
           (unaudited)- Thirteen  Weeks Ended September 1, 2006 and September 2,
           2005                                                                        5
           Notes to Condensed Consolidated Financial
           Statements (unaudited)                                                      7

           Report of Independent Registered Public Accounting Firm                    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                                                          16

Item 1     Legal Proceedings                                                          17

Item 2     Unregistered Sales of Equity Securities and Use of Proceeds                17

Item 3     Defaults Upon Senior Securities                                            17

Item 4     Submission of Matters to a Vote of Security Holders                        17

Item 5     Other Information                                                          17

Item 6     Exhibits                                                                   17
</TABLE>


                                       2

<PAGE>

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

                                                      (Unaudited)    (Audited)
                                                      September 1,    June 2,
                                                         2006          2006
                                                      ------------  ------------
                                     ASSETS
CURRENT ASSETS
 Cash and cash equivalents                           $    320,004  $    321,627
 Receivables, net                                       8,129,729     8,363,356
 Notes receivable, current                                 54,752        53,672
 Inventories:
  Raw materials and supplies                            1,298,831     1,425,605
  Finished goods                                        2,795,597     2,850,466
                                                      ------------  ------------
                                                        4,094,428     4,276,071
                                                      ------------  ------------

  Prepaid expenses                                      2,224,433     1,608,459
   Deferred income taxes                                  669,976       669,976
                                                      ------------  ------------
   Total current assets                                15,493,322    15,293,161
                                                      ------------  ------------

Property, plant and equipment, net                     13,364,850    13,583,051
  Long-term Note Receivable                             1,702,657     1,716,756
  Other assets                                          3,017,140     3,135,114
                                                      ------------  ------------

                                                     $ 33,577,969  $ 33,728,082
                                                      ============  ============

                      LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
 Checks outstanding in excess of bank balances       $  2,380,031  $  2,619,026
 Accounts payable                                       3,252,808     2,210,026
 Accrued income taxes                                     145,459       509,318
 Other accrued expenses                                 4,624,760     4,727,753
 Salary continuation plan                                 114,802       112,536
 Note payable-bank current                                759,215       750,177
 Line of credit outstanding                               171,460       313,923
                                                      ------------  ------------

  Total current liabilities                            11,448,535    11,242,759
                                                      ------------  ------------

LONG-TERM LIABILITIES
 Note payable - bank, non-current                          66,202       253,618
 Salary Continuation Plan                               1,642,522     1,661,363
                                                      ------------  ------------
Total long-term liabilities                             1,708,724     1,914,981
                                                      ------------  ------------

DEFERRED INCOME TAXES                                     854,028       854,028
                                                      ------------  ------------

STOCKHOLDER'S EQUITY
 Common stock - $.66-2/3 par value:
 35,000,000 shares authorized
 Issued 13,828,793 shares                               9,219,195     9,219,195
 Additional paid-in capital                             6,497,954     6,497,954
 Retained earnings                                     14,527,127    14,676,759
                                                      ------------  ------------
                                                       30,244,276    30,393,908

 Less: Cost of common shares in treasury (1,993,463
  at September 1, 2006 and June 2, 2006)              (10,677,594)  (10,677,594)
                                                      ------------  ------------

  Total stockholder's equity                           19,566,682    19,716,314
                                                      ------------  ------------

   Total                                             $ 33,577,969  $ 33,728,082
                                                      ============  ============


See Accompanying Notes to Condensed Consolidated Financial Statements

                                       3

<PAGE>

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


                                              --------------------------------
                                                 Thirteen          Thirteen
                                                   Weeks             Weeks
                                                   Ended             Ended
                                                  9/1/06            9/2/05
                                              --------------------------------

Net sales                                     $  27,824,938     $  26,031,836
Cost of sales                                    14,671,202        14,227,905
                                               -------------     -------------
Gross Margin                                     13,153,736        11,803,931

Selling, General and Administrative Expenses     12,800,024        11,965,810
                                               -------------     -------------
  Operating Income (loss)                           353,712          (161,879)
                                               -------------     -------------

Other income (expenses):
  Investment income                                  35,987            36,875
  Gain on sale of assets                              6,942            78,634
  Other income                                        5,963             8,868
  Interest expense                                  (53,569)          (64,231)
                                               -------------     -------------
 Total other (expenses) income                       (4,677)           60,146
                                               -------------     -------------

 Income (loss) before income taxes                  349,035          (101,733)
 Income taxes                                       128,812           (37,491)
                                               -------------     -------------
 Net income (loss)                            $     220,223     $     (64,242)
                                               -------------     -------------

 PER SHARE OF COMMON STOCK
     Basic earnings                           $        0.02     $       (0.01)
     Diluted earnings                         $        0.02     $       (0.01)
                                               -------------     -------------

 Weighted average number of common
     stock share outstanding:
     Basic                                       11,835,330        11,835,330
     Diluted                                     11,835,330        11,861,949

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


See Accompanying Notes to Condensed Consolidated Financial Statements

                                       4

<PAGE>

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


                                                        Thirteen      Thirteen
                                                      Weeks Ended   Weeks Ended
                                                       09/01/06      09/02/05
                                                      ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES

 Cash received from customers                        $ 28,058,565  $ 25,924,431
 Interest income                                           35,987        36,875
 Rental income                                              4,783         8,556
 Miscellaneous income                                       1,180           312
 Cash paid to suppliers & employees                   (13,056,609)  (13,070,741)
 Cash paid for operating expenses                     (13,253,826)  (12,164,284)
 Income taxes paid                                       (492,671)            -
 Interest expenses paid                                   (53,569)      (64,231)
                                                      ------------  ------------
 Net cash from operating activities                     1,243,840       670,918


CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of property, plant and equipment               (339,490)     (413,931)
 Proceeds from sale of property, plant and equipment       10,700       110,700
 Collection of notes receivable                            13,019        12,021
                                                      ------------  ------------
 Net cash used in investing activities                   (315,771)     (291,210)


CASH FLOWS FROM FINANCING ACTIVITIES

 Debt proceeds                                          3,591,714     5,378,745
 Debt repayments                                       (3,912,555)   (5,509,104)
 Change in checks outstanding in excess of bank
  balances                                               (238,995)       39,390
 Purchases of treasury shares                                   -             -
 Cash dividends paid                                     (369,856)     (369,856)
                                                      ------------  ------------
 Net cash used in financing activities                   (929,692)     (460,825)


Net change in cash and cash equivalents                    (1,623)      (81,117)
Cash and cash equivalents at beginning of period          321,627       371,204
                                                      ------------  ------------
Cash and cash equivalents at end of period           $    320,004  $    290,087


                                       5

<PAGE>

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

       RECONCILIATION OF NET INCOME TO NET CASH FROM OPERATING ACTIVITIES
      FOR THE THIRTEEN WEEKS ENDED SEPTEMBER 1, 2006 AND SEPTEMBER 2, 2005



                                                        Thirteen      Thirteen
                                                      Weeks Ended   Weeks Ended
                                                       09/01/06      09/02/05
                                                      ------------  ------------

 Net Income (Loss)                                   $    220,223  $    (64,242)
   Adjustments to reconcile net income (loss) to net
    cash provided by operating activities:
 Depreciation and amortization                            553,933       575,644
 Gain on sale of property and equipment                    (6,942)      (78,634)


Changes in operating assets and liabilities:
 Change in receivables- net                               233,627      (107,405)
 Change in inventories                                    181,643       119,037
 Change in pre-paid expenses                             (615,974)     (316,676)
 Change in other assets                                   117,975        25,962
 Change in accounts payable                             1,042,782       619,179
 Change in accrued expenses                              (102,993)      (86,255)
 Change in salary continuation                            (16,575)      (15,692)
 Change in accrued income taxes                          (363,859)            -
                                                      ------------  ------------


 Net cash from operating activities                  $  1,243,840  $    670,918
                                                      ------------  ------------

                                       6

<PAGE>

                    GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


1.   The accompanying  unaudited condensed  consolidated financial statements of
     Golden  Enterprises,  Inc. (the "Company") have been prepared in accordance
     with  accounting  principles  generally  accepted  in the United  States of
     America (GAAP) for interim financial  information and with the instructions
     to Form 10-Q and Article 10 to  Regulation  S-X.  Accordingly,  they do not
     include  all  information  and  footnotes  required  by GAAP  for  complete
     financial  statements.  In  the  opinion  of  management,  all  adjustments
     consisting 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 year ended June 2, 2006.

2.   The  consolidated  results  of  operations  for the  thirteen  weeks  ended
     September  1, 2006 are not  necessarily  indicative  of the  results  to be
     expected for the fifty-two week fiscal year ending June 1, 2007.

3.   The Company  changed its accounting  policy in the fourth quarter of fiscal
     2005  with  regard  to  casualty  insurance  reserves.  The  effect of this
     accounting  change was to adopt this policy as of the  beginning  of fiscal
     2005  (May  29,  2004).   Previously,   casualty  insurance  reserves  were
     calculated  using  the case  reserves  method.  The  Company  changed  this
     accounting  policy to the fully  developed  actuarial  method of estimating
     insurance  reserves.  This change in accounting  policy was made to improve
     the quality of the accounting estimate. The fully developed method reflects
     future costs inherent in the total  population of claims  including  claims
     reported and IBNR  (incurred but not reported).  The estimate  includes the
     recognition of inflation  trends and the fact that injuries may become more
     severe over time. The cumulative effect of this change in accounting policy
     did not have a material  effect on the  financial  statements.  For further
     information,  refer to the consolidated  financial statements and footnotes
     included in the Golden  Enterprises,  Inc. and subsidiary  ("the  Company")
     Annual Report on Form 10-K for year ended June 2, 2006.

4.   The following tables summarize the prepaid assets accounts:

                                Prepaid Breakdown


                                        Thirteen               Thirteen
                                      Weeks Ended             Weeks Ended
                                   September 1, 2006       September 2, 2005
                                   -------------------    --------------------

   Truck Shop Supplies           $            686,045   $             657,189
   Insurance Deposit                          227,640                 393,155
   Slotting Fees                              191,949                 247,473
   Deferred Advertising Fees                  592,498                 543,004
   Prepaid Insurance                          336,516                 690,971
   Prepaid Taxes/Licenses                     122,322                 149,106
   Prepaid Dues/Supplies                       36,919                   6,978
   Other                                       30,544                  65,548
                                   -------------------    --------------------

                                 $         2,224,433    $          2,753,424
                                   ===================    ====================

                                       7

<PAGE>

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


6.   Beginning June 3, 2006, we adopted SFAS No. 123 (R),  "Share-Based Payment"
     which  requires  measurement of the cost of employee  services  received in
     exchange for an award of an equity  instrument  based on the fair value and
     the date of grant of the award.

     Prior to our  adoption  of SFAS No. 123 (R),  we applied APB Opinion No. 25
     "Accounting  for Stock Issued to Employees" in accounting  for stock option
     plans. SFAS No. 123, "Accounting for Stock- Based Compensation," as amended
     by SFAS No. 148, "Accounting for Stock-Based  Compensation - Transition and
     Disclosure,"   required  the  Company  to  provide  pro  forma  information
     regarding net income (loss) as if the  compensation  cost for the Company's
     stock option plans had been  determined in  accordance  with the fair value
     based method  prescribed in SFAS No. 123. To provide the required pro forma
     information,  the Company  estimated the fair value of each stock option at
     the grant date by using the Black-Scholes option-pricing model.

     We adopted  the  "modified  prospective  method" in  adopting  SFAS 123 (R)
     described  in FASB No. 148,  "Accounting  for  Stock-Based  Compensation  -
     Transition and Disclosure", and prior amounts have not been restated. As of
     June 3, 2006, all outstanding options were fully vested.  Additionally,  no
     options were granted  during the  thirteen  week period ended  September 1,
     2006.  The  adoption of SFAS 123 (R) did not have a material  effect on the
     current period financial  position,  results of operations,  or cash flows.
     Statement  123 (R) also  requires  that the benefits of tax  deductions  in
     excess of recognized compensation cost be reported as a financing cash flow
     rather than an operating  cash flow as required  under current  literature.
     This  requirement  will reduce net  operating  cash flows and  increase net
     financing  cash flows in periods  after the  effective  date.  The  company
     cannot  estimate  what those  amounts  will be in the future  because  they
     depend on, among other things, when employees exercise stock options.

     For further  information  regarding  our  Incentive  Stock  Option plans in
     effect  including   share-based  payment   arrangements,   the  number  and
     weighted-average  exercise prices for outstanding  options,  and the number
     and  weighted-average  grant-date  fair  value  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 June 2, 2006.


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 thirteen weeks ended  September 1, 2006
     and September 2, 2005:


                                                     -------------------------
                                                       Thirteen     Thirteen
                                                     Weeks Ended  Weeks Ended
                                                      09/01/06     09/02/05
                                                     -------------------------

Weighted average number of common shares used in      11,835,330   11,835,330
 computing basic earnings per share
Effect of dilutive stock options                               0       26,619
                                                     ------------ ------------

Weighted average number of common shares and
 dilutive potential common stock used in computing
 dilutive earnings per share                          11,835,330   11,861,949

Stock options excluded from the above
 reconciliation because they are anti-dilutive           369,000            0
                                                     ============ ============


                                       8

<PAGE>


8.   The  following  table shows the effect on net income and earnings per share
     for the 13 weeks ended  September  2, 2005 had  compensation  expense  been
     recognized based upon the estimated fair value on the grant date of awards,
     in  accordance  with SFAS 123, as amended by SFAS No. 148  "Accounting  for
     Stock-Based Compensation - Transition and Disclosure":

                                                             --------------
                                                                Thirteen
                                                                  Weeks
                                                                  Ended
                                                                9/2/2005
                                                             --------------
     Net loss as reported                                    $     (64,242)

     Stock based compensation costs, net of
       income tax, that would have been included in
       net income if the fair value method had applied              (2,614)
                                                             --------------

     Pro-forma net loss                                      $     (66,856)
                                                             ==============

     Loss per share as reported-basic                        $       (0.01)
     Loss per share as reported-diluted                      $       (0.01)
     Pro-forma loss per share-basic                          $       (0.01)
     Pro-forma loss  per share-diluted                       $       (0.01)



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.
     The purchase  commitment  with the supplier,  based on a specific  purchase
     price and specific  annual  quantities,  ended as of October 25, 2006.  The
     Company is  prohibited  from  purchasing  certain  products  from any other
     vendor until October 25, 2007.


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 thirteen weeks ended September 1, 2006
     the  Company's  bank  debt was  decreased  by $.32  million  compared  to a
     decrease of $.13 million last year.  The interest rate at September 1, 2006
     was 7.15% compared to 5.26% at September 2, 2005.

11.  The Company has a letter of credit in the amount of $2,668,846  outstanding
     at September  1, 2006 to support the  Company's  commercial  self-insurance
     program.

12.  Currently,  the Company has a  line-of-credit  agreement  with a local bank
     that  permits  borrowing  up to $2 million,  compared to $1 million at this
     time last year. The  line-of-credit  is subject to the Company's  continued
     credit  worthiness  and  compliance  with the terms and  conditions  of the
     advance application.  The Company's  line-of-credit debt as of September 1,
     2006 was $171,460 with an interest rate of 8.25%,  leaving the Company with
     $1,828,540 of credit availability.


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

                                       9

<PAGE>

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

     The Company's notes receivable  requires collateral and management believes
     they are well secured.


                                       10

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



We have reviewed the accompanying  interim  consolidated balance sheet of Golden
Enterprises, Inc. and subsidiary as of September 1, 2006 and the related interim
consolidated  statements  of income and cash flows for the thirteen  week 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 Public
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  expressions  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
June 2, 2006 and the related consolidated  statements of operations,  changes in
stockholders'  equity  and cash  flows  for the  fiscal  year  then  ended  (not
presented  herein),  and in our  report  dated  July 24,  2006 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 June 2, 2006, is fairly stated in all material  respects in relation
to the consolidated balance sheet from which it has been derived.

As discussed in Note 3 to the accompanying  consolidated  financial  statements,
the  Company  has changed its  accounting  policy with  respect to the  casualty
insurance liability.



Birmingham, Alabama
October 6, 2006                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.

OVERVIEW

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

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

The  Company  sells  its  products  through  its  own  sales   organization  and
independent  distributors to commercial  establishments  that sell food products
primarily in the  Southeastern  United  States.  The  products  are  distributed
through the independent distributors and approximately 430 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 estimates and judgments
of  certain   amounts   included  in  the  financial   statements,   giving  due
considerations  to  materiality.  The Company does not believe  there is a great


                                       12
<PAGE>

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.

Change in Accounting Policy

The Company is self-insured  for certain  casualty losses relating to automobile
liability, general liability, workers' compensation, property losses and medical
claims.  The Company also has stop loss  coverage to limit the exposure  arising
from  these  claims.   Automobile   liability,   general   liability,   workers'
compensation,  and  property  losses costs are covered by letters of credit with
the Company's claim administrators.

The Company  changed its accounting  policy in the fourth quarter of fiscal 2005
with regard to the casualty insurance  obligations.  The Company adopted the use
of a third-party  actuary to estimate the casualty  insurance  obligations on an
annual  basis.  This  change in  accounting  policy  was made to  determine  the
ultimate loss and reserve requirements through actuarial  assumptions  including
compensation trends, health care cost trends and discount rates. The third-party
actuary also uses historical  information  for claims  frequency and severity in
order to establish  loss  development  factors.  The  cumulative  effect of this
change in  accounting  policy  did not have a material  effect on the  financial
statements.

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 September 1, 2006 and June 2, 2006
the  Company had  accounts  receivables  in the amount of $8.1  million and $8.4
million,  net of an  allowance  for  doubtful  accounts of $0.1 million and $0.1
million, respectively.

The following  table  summarizes  the  Company's  customer  accounts  receivable
profile as of September 1, 2006:

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

   Less than $1,000.00 ...........................               1299
   $1,001.00-$10,000.00 ..........................                556
   $10,001.00-$100,000.00 ........................                112
   $100,001.00-$500,000.00 .......................                  7
   $500,001.00-$1,000,000.00 .....................                  1
   $1,000,001.00-$2,500,000.00 ...................                  0
                                                                 ----
   Total All Accounts.............................               1975
                                                                 ====


                                       13
<PAGE>

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 expenses in an effort to record those expenses in
the  period  incurred.  The  most  significant  estimates  relate  to  a  salary
continuation   plan  for  certain  key   executives  of  the  Company,   and  to
insurance-related  expenses,  including  self-insurance.  In 2005,  the  Company
adopted the use of a  third-party  actuary to estimate  the  casualty  insurance
obligations  on an annual basis.  In  determining  the ultimate loss and reserve
requirements,   the  third-party  actuary  uses  various  actuarial  assumptions
including  compensation trends,  health care cost trends and discount rates. The
third-party  actuary also uses historical  information for claims  frequency and
severity in order to establish loss development factors.


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 June 2, 2006,  are conducted on an  arm's-length  basis in the
ordinary course of business.


LIQUIDITY AND CAPITAL RESOURCES

Working  Capital was $4.1 million at June 2, 2006 and $4.0 million at the end of
the first quarter.  Net cash provided by operating  activities  amounted to $1.2
million for the first quarter this year compared to $0.7 million for last year's
first quarter.

Additions to property, plant and equipment, net of disposals, were $0.24 million
this year and $0.20 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 no cash was used to increase
investment securities this year. The Company's current ratio was 1.35 to 1.00 at
September 1, 2006.

The following table  summarizes the significant  contractual  obligations of the
Company as of September 1, 2006:

<TABLE>
<CAPTION>
<S>                             <C>             <C>            <C>            <C>            <C>
Contractual Obligations             Total          Current       2-3 Years      4-5 Years      Thereafter
------------------------------   ------------    -----------    -----------    -----------    -------------
Long-Term Debt                  $    825,417    $   759,215    $    66,202    $         0    $           0
Salary Continuation Plan           1,757,324        114,802        258,981        303,756        1,079,785
                                 ------------    -----------    -----------    -----------    -------------
Total Contractual Obligations   $  2,582,741    $   874,017    $   325,183    $   303,756    $   1,079,785
</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. The purchase commitment with the supplier,
based on a specific purchase price and specific annual  quantities,  ended as of


                                       14
<PAGE>

October 25, 2005. The Company is prohibited  from  purchasing  certain  products
from any other vendor until October 25, 2006.

Other Commitments

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

OPERATING RESULTS

For the thirteen weeks ended  September 1, 2006, net sales increased 7% from the
comparable  period in fiscal 2006.  This year's first quarter cost of sales were
52.7% of net sales  compared  to 54.7%  last  year,  and  selling,  general  and
administrative expenses were 46.0% of net sales this year and 46.0% last year.

The following tables compare manufactured products to resale products:

                       Manufactured Products-Resale Products

                         Thirteen Weeks Ended          Thirteen Weeks Ended
                          September 1, 2006             September 2, 2005
Sales                                     %                             %
Manufactured Products  $22,241,872        79.9%    $20,636,098           79.3%
Resale Products          5,583,066        20.1%      5,395,738           20.7%
                       ------------      ------    ------------         ------
Total                  $27,824,938       100.0%    $26,031,836          100.0%

                                          GM                           GM
Gross Margin                              %                             %
Manufactured Products  $10,672,078        48.0%    $ 9,720,624           47.1%
Resale Products          2,481,658        44.4%      2,082,967           38.6%
                       ------------                ------------
Total                  $13,153,736        47.3%    $11,803,591           45.3%

The Company's gain on sales of assets for the thirteen weeks ended in the amount
of $6,942 was from the sale of used transportation equipment.

For last year's  thirteen  weeks the gain on sale of assets was $78,634 from the
sale of used transportation equipment for cash.

The Company's investment income decreased 2.4% from last year.

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


MARKET RISK

The  principal  market's  risks  (i.e.,  the risk of loss  arising  from adverse
changes  in market  rates and  prices),  to which the  Company is  exposed,  are
interest rates on its 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 September
1, 2006  variable rate  investment  levels and bank loan  balances,  a one-point
change in interest rates would impact  interest income by $87 on an annual basis
and interest expense by $8,254.


                                       15
<PAGE>

The Company is subject to market risk with  respect to  commodities  because its
ability to recover  increased costs through higher pricing may be limited by the
competitive  environment  in which it operates.  The Company  purchases  its raw
materials on the open market 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.  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- 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
Securities  and  Exchange  Act of 1934 is recorded,  processed,  summarized  and
reported within the specified time periods.

There were no changes in the Company's internal control over financial reporting
which occurred  during the period  covered by this report which have  materially
affected or are reasonably  likely to materially  affect the Company's  internal
control over financial reporting.

                            PART II OTHER INFORMATION

                                     ITEM 1
                                     ------


                                       16
<PAGE>

                                LEGAL PROCEEDINGS

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

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

                                  RISK FACTORS

There have been no material changes to the Risk Factors since the filing of Form
10-K for the Company's fiscal year ended June 2, 2006.

                                     ITEM 2
                                     ------

                     UNREGISTERED SALES OF EQUITY SECURITIES
                               AND USE OF PROCEEDS

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


Registrant Purchases of Equity Securities.

The  Company did not  purchase  any shares of its equity  securities  during the
period covered by this report.

                                     ITEM 3
                                     ------

                         DEFAULTS UPON SENIOR SECURITIES


         Not applicable.

                                     ITEM 4
                                     ------

                            SUBMISSION OF MATTERS TO
                           A VOTE OF SECURITY HOLDERS


         Not applicable.


                                     ITEM 5
                                     ------

                                OTHER INFORMATION


         Not applicable.

                                     ITEM 6
                                     ------

                                    EXHIBITS


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


                                       17
<PAGE>

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


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


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


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


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


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


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


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


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


     (10) Material Contracts.


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


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


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


                                       18
<PAGE>

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


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


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


      10.7  Lease of Aircraft  executed by and between Golden Flake Snack Foods,
            Inc., a  wholly-owned  subsidiary of Golden  Enterprises,  Inc., and
            Sloan Y. Bashinsky,  Sr.  (incorporated by reference as Exhibit 10.1
            to Golden  Enterprises,  Inc.  May 31, 1999 Form 10-K filed with the
            Commission).


      10.8  Equipment  Purchase and Sale  Agreement  dated  October 2000 whereby
            Golden Flake Snack Foods. Inc., a wholly-owned  subsidiary of Golden
            Enterprises,  Inc.,  sold the Nashville,  Tennessee  Plant Equipment
            (incorporated  by reference  as Exhibit 10.1 to Golden  Enterprises,
            Inc. May 31, 2001 Form 10-K filed with the Commission).


      10.9  Real  Property  Contract of Sale dated  October 2000 whereby  Golden
            Flake Snack Foods,  Inc. sold the  Nashville,  Tennessee  Plant Real
            Property  (incorporated  by  reference  as  Exhibit  10.2 to  Golden
            Enterprises, Inc. May 31, 2001 Form 10-K filed with the Commission).


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


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


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


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


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


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


                                       19
<PAGE>

      (18)  Letter Re: Change in Accounting Principles


      18.1  Letter from the Registrant's Independent Accountant dated August 12,
            2005  indicating  a change  in the  method  of  applying  accounting
            practices  followed by the Registrant for the fiscal year ended June
            2,  2006.  (incorporated  by  reference  to  Exhibit  18.1 to Golden
            Enterprises, inc. May 31, 2005 Form 10-K filed with the Commission)


      (31)  Certifications


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


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


      32.1  Certification of Chief Executive  Officer pursuant to Section 906 of
            the Sarbanes Oxley Act of 2002,



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


      (99)  Additional Exhibits


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

                                   SIGNATURES

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


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

Dated: October 11, 2006                     /s/Mark W. McCutcheon
       ----------------                     --------------------------
                                               Mark W. McCutcheon
                                               President and
                                               Chief Executive Officer


Dated:  October 11, 2006                    /s/ Patty Townsend
        ----------------                    --------------------------------
                                              Patty Townsend
                                              Vice-President and
                                              Chief Financial Officer
                                              (Principal Accounting Officer)


                                       20