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

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

               For the quarterly (thirteen and thirty-nine weeks)
                         period ended February 27, 2009

                                       OR

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

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

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


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



        DELAWARE                                                63-0250005

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

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



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

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

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer, or a smaller reporting company
(as defined in Rule 12b-2 of the Act). (Check one):

Large accelerated filer ___   Accelerated filer ___
Non-accelerated filer   ___   Smaller reporting company _X_


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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of March 31, 2009.

                                                     Outstanding at
                Class                                March 31, 2009
                -----                                --------------
Common Stock, Par Value $0.66 2/3                      11,746,632

<PAGE>
<TABLE>
<CAPTION>
<S>                <C> <C>                      <C> <C>                             <C>
                 GOLDEN ENTERPRISES, INC.

                           INDEX

Part I.   FINANCIAL INFORMATION                                                 Page No.

Item 1    Financial Statements (unaudited)

          Condensed Consolidated Balance Sheets
          February 27, 2009 (unaudited) and May 30, 2008                            3

          Condensed Consolidated Statements of Operations (unaudited)
          Thirteen  Weeks and Thirty-Nine Weeks Ended February 27, 2009
          and February 29, 2008                                                     4

          Condensed Consolidated Statements of Cash Flows
          (unaudited) - Thirty-Nine Weeks Ended February 27, 2009
          and February 29, 2008                                                     5

          Notes to Condensed Consolidated Financial
          Statements (unaudited)                                                    7

          Report of Independent Registered Public Accounting Firm                   9

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

Item 3    Quantitative and Qualitative
          Disclosure About Market Risk                                             13

Item 4    Controls and Procedures                                                  13

Part II.  OTHER INFORMATION                                                        14

Item 1    Legal Proceedings                                                        14

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

Item 3    Defaults Upon Senior Securities                                          15

Item 4    Submission of Matters to a Vote of Security Holders                      15

Item 5    Other Information                                                        15

Item 6    Exhibits                                                                 16
</TABLE>


                                       2
<PAGE>
                          PART I. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
<S>                                                              <C>                 <C>
                                                                   (Unaudited)          (Audited)
                                                                   February 27,          May 30,
                                                                       2009                2008
                                                                  --------------      --------------
                                               ASSETS
CURRENT ASSETS
    Cash and cash equivalents                                    $     2,498,537     $       442,756
    Receivables, net                                                   8,357,851           7,940,547
    Inventories:
      Raw materials and supplies                                       1,502,615           1,467,400
      Finished goods                                                   3,558,953           2,870,698
                                                                  --------------      --------------
                                                                       5,061,568           4,338,098

    Prepaid expenses                                                   2,088,616           1,642,959
    Deferred income taxes                                                649,420             649,420
                                                                  --------------      --------------
      Total current assets                                            18,655,992          15,013,780

    Property, plant and equipment, net                                12,927,488          14,629,336
    Other assets                                                       2,228,138           2,592,929
                                                                  --------------      --------------

        Total                                                    $    33,811,618     $    32,236,045
                                                                  ==============      ==============

              LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
    Checks outstanding in excess of bank balances                $     1,400,534     $       817,370
    Accounts payable                                                   3,721,475           3,567,939
    Accrued income taxes                                                 392,373             160,619
    Other accrued expenses                                             4,552,150           4,989,684
    Salary continuation plan                                             140,127             131,993
    Line of credit outstanding                                         1,979,008           1,484,368
                                                                  --------------      --------------

      Total current liabilities                                       12,185,667          11,151,973

LONG-TERM LIABILITIES
    Salary continuation plan                                           1,433,344           1,499,421
    Deferred income taxes                                                620,077             620,077
                                                                  --------------      --------------

      Total long-term liabilities                                      2,053,421           2,119,498


STOCKHOLDER'S EQUITY
    Common stock - $.66-2/3 par value:
    35,000,000 shares authorized
    Issued 13,828,793 shares                                           9,219,195           9,219,195
    Additional paid-in capital                                         6,497,954           6,497,954
    Retained earnings                                                 14,744,180          14,060,942
                                                                  --------------      --------------
                                                                      30,461,329          29,778,091
    Less: Cost of common shares in treasury (2,082,161 shares at
     February 27, 2009 and 2,039,886 shares at May 30, 2008)         (10,888,799)        (10,813,517)
                                                                  --------------      --------------

      Total stockholder's equity                                      19,572,530          18,964,574
                                                                  --------------      --------------

        Total                                                    $    33,811,618     $    32,236,045
                                                                  ==============      ==============
</TABLE>
     See Accompanying Notes to Condensed Consolidated Financial Statements


                                       3
<PAGE>
                     GOLDEN ENTERPRISES, INC. AND SUDSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
<S>                                    <C>                 <C>                 <C>                 <C>
                                            Thirteen           Thirteen           Thirty-Nine         Thirty-Nine
                                             Weeks               Weeks               Weeks               Weeks
                                             Ended               Ended               Ended               Ended
                                       February 27, 2009   February 29, 2008   February 27, 2009   February 29, 2008
                                      ------------------- ------------------- ------------------- -------------------

Net sales                              $      30,162,920   $      27,633,971   $      89,168,938   $      83,532,958
Cost of sales                                 15,682,764          14,797,878          46,859,630          43,419,434
                                       ------------------ ------------------- ------------------- -------------------
Gross margin                                  14,480,156          12,836,093          42,309,308          40,113,524

Selling, general and administrative
 expenses                                     13,330,016          12,881,611          40,219,194          38,550,418
                                       ------------------ ------------------- ------------------- -------------------
  Operating income (loss)                      1,150,140             (45,518)          2,090,114           1,563,106

Other income (expenses):
  Gain on sale of assets                          37,265              32,664             886,943              77,409
  Interest expense                               (41,550)            (70,960)           (149,802)           (145,878)
  Other income                                    32,688              53,461              57,875             153,587
                                       ------------------ ------------------- ------------------- -------------------
    Total other income (expenses)                 28,403              15,165             795,016              85,118
                                       ------------------ ------------------- ------------------- -------------------

Income before income taxes                     1,178,543             (30,353)          2,885,130           1,648,224
Income taxes                                     443,784              (3,563)          1,097,787             637,316
                                       ------------------ ------------------- ------------------- -------------------
    Net income (loss)                  $         734,759   $         (26,790)  $       1,787,343   $       1,010,908
                                       ================== =================== =================== ===================

PER SHARE OF COMMON STOCK
    Basic earnings                     $            0.06   $               -   $            0.15   $            0.09
    Diluted earnings                   $            0.06   $               -   $            0.15   $            0.09

Weighted average number of common
    stock shares outstanding:
        Basic                                 11,746,632          11,812,150          11,762,658          11,824,393
        Diluted                               11,746,632          11,812,150          11,762,658          11,824,393

Cash dividends paid per share of
        common stock                   $          0.0313   $          0.0313   $          0.0939   $          0.0939
</TABLE>
     See Accompanying Notes to Condensed Consolidated Financial Statements


                                       4
<PAGE>
                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
<S>                                                              <C>                 <C>
                                                                     Thirty-Nine         Thirty-Nine
                                                                     Weeks Ended         Weeks Ended
                                                                  February 27, 2009   February 29, 2008
                                                                  ------------------  ------------------

CASH FLOWS FROM OPERATING ACTIVITIES

    Cash received from customers                                 $        88,751,634 $        84,600,917
    Miscellaneous income                                                      57,875             153,587
    Cash paid to suppliers & employees                                   (46,189,448)        (43,269,936)
    Cash paid for operating expenses                                     (40,292,435)        (38,895,127)
    Income taxes paid                                                       (866,033)         (1,101,476)
    Interest expenses paid                                                  (149,802)           (145,878)
                                                                  ------------------  ------------------
    Net cash provided by operating activities                              1,311,791           1,342,087


CASH FLOWS FROM INVESTING ACTIVITIES

    Purchase of property, plant and equipment                             (1,890,969)         (1,735,619)
    Proceeds from sale of property, plant and equipment                    2,736,542              82,150
    Collection of notes receivable                                                 -              43,160
                                                                  ------------------  ------------------
    Net cash provided by (used in) investing activities                      845,573         (1,610,309)


CASH FLOWS FROM FINANCING ACTIVITIES

    Debt proceeds                                                         15,635,605          18,411,922
    Debt repayments                                                      (15,140,965)        (17,310,421)
    Change in checks outstanding in excess of bank
      balances                                                               583,164            (95,056)
    Cash dividends paid                                                   (1,104,105)         (1,108,768)
    Purchases of treasury shares                                             (75,282)           (107,341)
                                                                  ------------------  ------------------
    Net cash used in financing activities                                   (101,583)           (209,664)
                                                                  ------------------  ------------------


Net change in cash and cash equivalents                                    2,055,781            (477,886)
Cash and cash equivalents at beginning of period                             442,756             706,852
                                                                  ------------------  ------------------
Cash and cash equivalents at end of period                       $         2,498,537 $           228,966
                                                                  ==================  ==================
</TABLE>
     See Accompanying Notes to Condensed Consolidated Financial Statements


                                       5
<PAGE>
                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - CONTINUED

       RECONCILIATION OF NET INCOME TO NET CASH FROM OPERATING ACTIVITIES
     FOR THE THIRTY-NINE WEEKS ENDED FEBRUARY 27, 2009 AND FEBRUARY 29, 2008
<TABLE>
<CAPTION>
<S>                                                              <C>                 <C>
                                                                     Thirty-Nine          Thirty-Nine
                                                                     Weeks Ended          Weeks Ended
                                                                  February 27, 2009    February 29, 2008
                                                                  ------------------  -------------------
    Net Income                                                   $        1,787,343  $         1,010,908
      Adjustments to reconcile net income to net cash provided
       by operating activities:
        Depreciation and amortization                                     1,743,218            1,716,933
        Gain on sale of property and equipment                             (886,943)             (77,409)

Changes in operating assets and liabilities:
    Change in receivables - net                                            (417,304)           1,067,959
    Change in inventories                                                  (723,470)              35,630
    Change in prepaid expenses                                             (445,657)            (521,087)
    Change in other assets                                                  364,791              (25,279)
    Change in accounts payable                                              153,536           (1,101,657)
    Change in accrued expenses                                             (437,534)            (391,402)
    Change in salary continuation                                           (57,943)             (54,311)
    Change in accrued income taxes                                          231,754             (318,198)
                                                                  ------------------  -------------------

        Net cash provided by operating activities                $        1,311,791  $         1,342,087
                                                                  ==================  ===================
</TABLE>
     See Accompanying Notes to Condensed Consolidated Financial Statements


                                       6
<PAGE>

                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


1.   The accompanying  unaudited condensed  consolidated financial statements of
     Golden  Enterprises,  Inc. (the "Company") have been prepared in accordance
     with  accounting  principles  generally  accepted  in the United  States of
     America (GAAP) for interim financial  information and with the instructions
     to Form 10-Q and Article 10 to  Regulation  S-X.  Accordingly,  they do not
     include  all  information  and  footnotes  required  by GAAP  for  complete
     financial  statements.  In  the  opinion  of  management,  all  adjustments
     (consisting  only  of  normal,  recurring  accruals)  necessary  for a fair
     presentation  have been  included.  For further  information,  refer to the
     consolidated  financial  statements  and  footnotes  included in the Golden
     Enterprises, Inc. and subsidiary ("the Company") Annual Report on Form 10-K
     for year ended May 30, 2008.

2.   The  consolidated  results of operations  for the  thirty-nine  weeks ended
     February  27,  2009 are not  necessarily  indicative  of the  results to be
     expected for the fifty-two week fiscal year ending May 29, 2009.

3.   The following  tables summarize the prepaid assets accounts at February 27,
     2009 and May 30, 2008.

                                                   Prepaid Breakdown


                                          February 27, 2009      May 30, 2008
                                          ------------------  ------------------

          Truck Shop Supplies            $           714,521 $           717,802
          Insurance Deposit                          188,959             188,959
          Slotting Fees                              231,207             202,391
          Deferred Advertising Fees                  253,113                   -
          Prepaid Insurance                          360,545             285,777
          Prepaid Taxes/Licenses                     280,206             200,445
          Prepaid Dues/Supplies                       13,542              10,237
          Other                                       46,523              37,348
                                          ------------------  ------------------

                                         $         2,088,616 $         1,642,959
                                          ==================  ==================


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

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


                                       7
<PAGE>

6.   The following table provides a  reconciliation  of the denominator  used in
     computing  basic  earnings per share to the  denominator  used in computing
     diluted  earnings per share for the  thirty-nine  weeks ended  February 27,
     2009 and February 29, 2008:

                                             Thirty-Nine         Thirty-Nine
                                             Weeks Ended         Weeks Ended
                                          February 27, 2009   February 29, 2008
                                          ------------------  ------------------

Weighted average number of common shares          11,762,658          11,824,393
 used in computing basic earnings per
 share
Effect of dilutive stock options                           0                   0
                                          ------------------  ------------------

Weighted average number of common shares
 and dilutive potential common stock used
 in computing dilutive earnings per share         11,762,658          11,824,393
                                          ==================  ==================

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


7.   The Company has a letter of credit in the amount of $2,264,857  outstanding
     at February 27, 2009  compared to  $2,314,857  at February  29,  2008.  The
     letter of credit supports the Company's commercial self-insurance program.

8.   The Company has a  line-of-credit  agreement with a local bank that permits
     borrowing up to $2 million.  The line-of-credit is subject to the Company's
     continued credit worthiness and compliance with the terms and conditions of
     the advance application.  The Company's  line-of-credit debt as of February
     27, 2009 was $1,979,008 with an interest rate of 4.00%, leaving the Company
     with $20,992 of credit availability.  The Company's  line-of-credit debt as
     of February 29, 2008 was $1,995,076 with an interest rate of 7.75%, leaving
     the Company with $4,924 of credit availability.

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

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

10.  On March 10, 2009, the Company  executed a contract with ADI Systems,  Inc.
     to construct a "Waste Water  Treatment  Plant".  "The Waste Water Treatment
     Plant will be funded with a loan from BBVA/Compass Bank in the amount of $4
     million".


                                       8
<PAGE>

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


We have reviewed the accompanying condensed consolidated balance sheet of Golden
Enterprises,  Inc. and subsidiary as of February 27, 2009, the related condensed
consolidated statements of operations for the thirteen week and thirty-nine week
periods ended February 27, 2009 and February 29, 2008, and the related condensed
statements of cash flows for the  thirty-nine  week periods  ended  February 27,
2009 and February 29, 2008. These financial statements are the responsibility of
the Company's management.

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

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

We  previously  audited in accordance  with the standards of the Public  Company
Accounting  Oversight Board,  the consolidated  balance sheet as of May 30, 2008
and the related consolidated statements of operations,  changes in stockholders'
equity and cash flows for the fiscal year then ended (not presented herein), and
in our report dated July 30, 2008 we expressed an  unqualified  opinion on those
consolidated financial statements.  In our opinion, the information set forth in
the  accompanying  condensed  consolidated  balance sheet as of May 30, 2008, is
fairly stated in all material  respects in relation to the consolidated  balance
sheet from which it has been derived.





                                       DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP



Birmingham, Alabama
April 9, 2009


                                       9
<PAGE>

                                     ITEM 2
                                     ------

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

Management's  discussion and analysis of our financial  condition and results of
operations are based upon the condensed consolidated financial statements, which
have been prepared in accordance with accounting  principles  generally accepted
in the United States.  This  discussion  should be read in conjunction  with our
recent SEC filings,  including  Form 10-K for the year ended May 30,  2008.  The
preparation  of these  financial  statements  requires us to make  estimates and
judgments  about  future  events  that  affect the  reported  amounts of assets,
liabilities,  revenues and expenses, and the related disclosures.  Future events
and their effects  cannot be  determined  with  absolute  certainty.  Therefore,
management's  determination of estimates and judgments about the carrying values
of assets and liabilities requires the exercise of judgment in the selection and
application  of  assumptions  based on  various  factors,  including  historical
experience,  current and expected economic conditions and other factors believed
to be reasonable under the  circumstances.  We routinely  evaluate our estimates
including those considered  significant and discussed in detail in Form 10-K for
the year ended May 30,  2008.  Actual  results may differ  from these  estimates
under different assumptions or conditions and such differences may be material.

Overview

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

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

The Company  sells its  products  through  both its own sales  organization  and
independent  distributors to commercial  establishments  that sell food products
primarily in the  Southeastern  United States.  The products are  distributed to
independent  distributors and route  representatives  by the Company's  trucking
fleet. All of the route representatives are employees of the Company and use the
Company's direct-store delivery system.


Liquidity and Capital Resources

At February 27, 2009 and May 30, 2008, working capital was $6,470,325 and
$3,861,807, respectively.

The Company did not purchase shares of treasury stock this quarter. The
Company's current ratio was 1.53 to 1.00 at February 27, 2009 compared to 1.35
to 1.00 at May 30, 2008.


                                       10
<PAGE>

Accounts Receivable and Allowance for Doubtful Accounts

At February  27, 2009 and May 30, 2008 the Company had accounts  receivables  in
the amount of  $8,357,851  and  $7,940,547,  net of an  allowance  for  doubtful
accounts of $113,647 and $70,000, respectively.

The following  table  summarizes  the  Company's  customer  accounts  receivable
profile as of February 27, 2009 and May 30, 2008:

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

                                           February 27, 2009        May 30, 2008

        Less than $1,000.00                            1,092               1,118
        $1,001.00-$10,000.00                             522                 558
        $10,001.00-$100,000.00                           123                 113
        $100,001.00-$500,000.00                            6                   8
        $500,001.00-$1,000,000.00                          1                   1
        $1,000,001.00-$2,500,000.00                        0                   0
                                                           -                   -

        Total All Accounts                             1,744               1,798
                                                       =====               =====


Contractual Obligations

The following table  summarizes the significant  contractual  obligations of the
Company as of February 27, 2009:
<TABLE>
<CAPTION>
<S>                                    <C>          <C>          <C>          <C>          <C>
Contractual Obligations                   Total       Current     2-3 Years    4-5 Years   Thereafter
-----------------------                -----------  -----------  -----------  -----------  -----------
Vehicle Lease                          $ 3,350,845  $   659,266  $ 1,688,444  $ 1,003,135  $         -
Salary Continuation Plan                 1,573,471      140,127      316,110      370,762      746,472
                                       -----------  -----------  -----------  -----------  -----------
Total Contractual Obligations          $ 4,924,316  $   799,393  $ 2,004,554  $ 1,373,897  $   746,472
                                       ===========  ===========  ===========  ===========  ===========
</TABLE>


Other Commitments

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

Operating Results

For the thirteen weeks ended  February 27, 2009,  net sales  increased 9.2% from
the comparable  period in fiscal 2008. For the thirty-nine  weeks ended February
27, 2009, net sales  increased  6.7% from the comparable  period in fiscal 2008.
This year's third quarter cost of sales was 52.0% of net sales compared to 53.5%
for last year's third quarter. This year's third quarter,  selling,  general and
administrative  expenses  were  44.2% of net  sales  compared  to 46.6% for last
year's  third   quarter.   This  year's  year  to  date  selling,   general  and
administrative  expenses  were  45.1% of net  sales  compared  to 46.1% for last
year's year to date.


                                       11
<PAGE>

The following tables compare manufactured products to resale products:
<TABLE>
<CAPTION>
<S>                          <C>                       <C>    <C>                        <C>
                      Manufactured Products-Resale Products

                                  Thirteen Weeks Ended              Thirteen Weeks Ended
                                    February 27, 2009                February 29, 2008

Sales                                                 %                                %
Manufactured Products        $     24,520,312          81.3%  $     22,515,573           81.5%
Resale Products                     5,642,608          18.7%         5,118,398           18.5%
                             ----------------     ----------  ----------------     -----------
Total                        $     30,162,920         100.0%  $     27,633,971          100.0%
                             ================     ==========  ================     ===========


Gross Margin                                          %                                %
Manufactured Products        $     12,423,665          50.7%  $     11,325,146           50.3%
Resale Products                     2,056,491          36.4%         1,510,947           29.5%
                             ----------------     ----------  ----------------     -----------
Total                        $     14,480,156          48.0%  $     12,836,093           46.5%
                             ================     ==========  ================     ===========



                                 Thirty-Nine Weeks Ended          Thirty-Nine Weeks Ended
                                    February 27, 2009                February 29, 2008

Sales                                                 %                                %
Manufactured Products        $     71,583,131          80.3%  $     67,595,366           80.9%
Resale Products                    17,585,807          19.7%        15,937,592           19.1%
                             ----------------     ----------  ----------------     -----------
Total                        $     89,168,938         100.0%  $     83,532,958          100.0%
                             ================     ==========  ================     ===========


Gross Margin                                          %                                %
Manufactured Products        $     35,726,738          49.9%  $     35,130,804           52.0%
Resale Products                     6,582,570          37.4%         4,982,720           31.3%
                             ----------------     ----------  ----------------     -----------
Total                        $     42,309,308          47.4%  $     40,113,524           48.0%
                             ================     ==========  ================     ===========
</TABLE>


The Company's  gain on sale of assets for the thirteen  weeks ended February 27,
2009  in the  amount  of  $37,265  was  from  the  donation  and  sale  of  used
transportation equipment.

For last year's thirteen weeks,  the gain on sale of assets was $32,664 from the
sale of used transportation equipment for cash.

The Company's  effective tax rate for the thirteen  weeks was 37.7%  compared to
-11.7% for the last year's  thirteen weeks and 38.0% for the  thirty-nine  weeks
this year and 38.7% last year.


                                       12
<PAGE>

Market Risk

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

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

Inflation

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

Environmental Matters

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

Subsequent Event

On March 10, 2009,  the Company  executed a contract  with ADI Systems,  Inc. to
construct a "Waste Water Treatment Plant". "The Waste Water Treatment Plant will
be funded with a loan from BBVA/Compass Bank in the amount of $4 million".

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. Some of the factors
that may cause actual results to differ materially include price competition,
industry consolidation, raw material costs and effectiveness of sales and
marketing activities, as described in the Company's filings with the Securities
and Exchange Commission.


                                     ITEM 3
                                     ------

                          QUANTITATIVE AND QUALITATIVE
                          DISCLOSURE ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation  S-K (Section  229.305(e))  the Company is
not  required to provide the  Information  under this item,  as it is a "Smaller
Reporting Company" as defined by Rule 229.10(f)(1).


                                     ITEM 4
                                     ------

                             CONTROLS AND PROCEDURES

The  Company's  management,  with  the  participation  of  the  Company's  Chief
Executive Officer and Chief Financial  Officer,  has evaluated the effectiveness
of the Company's  disclosure controls and procedures (as such term is defined in
Rules  13a-15(e) and  15d-15(e)  under the  Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act")),  as of the end of the  period  covered by this
report.  Any controls and  procedures,  no matter how well designed and operated
can  provide  only  reasonable   assurance  of  achieving  the  desired  control
objectives.  Based on such evaluation, the Company's Chief Executive Officer and


                                       13
<PAGE>

Chief Financial  Officer have concluded that, as of the end of such period,  the
Company's  disclosure controls and procedures provided reasonable assurance that
the disclosure controls and procedures were effective in recording,  processing,
summarizing  and  reporting,  on a  timely  basis,  information  required  to be
disclosed  by the  Company in the  reports  that it files or  submits  under the
Exchange  Act  and  in  accumulating  and  communicating   such  information  to
management,  including the Company's Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure.

The  Company's  management,  with  the  participation  of  the  Company's  Chief
Executive  Officer and Chief Financial  Officer,  conducted an evaluation of the
Company's  internal  control over financial  reporting to determine  whether any
changes  occurred  during the Company's  third fiscal quarter ended February 27,
2009 that have  materially  affected,  or are  reasonably  likely to  materially
affect, the Company's internal control over financial  reporting.  Based on that
evaluation,  there has been no such  change  during the  period  covered by this
report.


                            PART II OTHER INFORMATION

                                     ITEM 1
                                     ------

                                LEGAL PROCEEDINGS

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


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

                                  RISK FACTORS

There are no material  changes in our risk factors  from those  disclosed in our
2008 Annual Report on Form 10-K.


                                     ITEM 2
                                     -------

                     UNREGISTERED SALES OF EQUITY SECURITIES
                               AND USE OF PROCEEDS

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

Registrant Purchases of Equity Securities.

The Company did not purchase any shares of treasury stock for the quarterly
period ended February 27, 2009.
<TABLE>
<CAPTION>
<S>      <C>           <C>                       <C>           <C>                    <C>                    <C>
ISSUER PURCHASES OF EQUITY SECURITIES
-------------------------------------------------------------------------------------------------------------------------
Period                                 (a) Total       (b) Average Price     (c) Total Number of    (d) Maximum Number
                                       Number of       Paid per Share (or          Shares            (or Approximate
                                         Shares              Unit)               (or Units)          Dollar Value) of
                                       (or Units)                             Purchased as Part      Shares (or Units)
                                       Purchased                                 of Publicly          that May Yet Be
                                                                              Announced Plans or    Purchased Under the
                                                                                   Programs          Plans or Programs
-------------------------------------------------------------------------------------------------------------------------
November 29 to January 2                    -0-               -0-                    -0-                    -0-
-------------------------------------------------------------------------------------------------------------------------
January 3 to January 30                     -0-               -0-                    -0-                    -0-
-------------------------------------------------------------------------------------------------------------------------
January 31 to February 27                   -0-               -0-                    -0-                    -0-
-------------------------------------------------------------------------------------------------------------------------
Total Third Quarter                         -0-               -0-                    -0-                    -0-
-------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       14
<PAGE>


                                     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.




                                       15
<PAGE>

                                     ITEM 6
                                     ------

                                    EXHIBITS


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

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

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

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

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

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

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

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

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

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


                                       16
<PAGE>

     (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 filed with the
               Commission).

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

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

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

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

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

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

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

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

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

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


                                       17
<PAGE>

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

     10.15     Lease of  aircraft  executed by and  between  Golden  Flake Snack
               Foods,  Inc., a  wholly-owned  subsidiary of Golden  Enterprises,
               Inc., and Joann F. Bashinsky dated February 1, 2006 (incorporated
               by reference to Exhibit 10.15 to Golden Enterprises, Inc. June 2,
               2006 Form 10-K filed with the Commission).

     10.16     Real  Property  Purchase  and Sale  Agreement  dated  May 2, 2008
               whereby Golden Flake Snack Foods, Inc., a wholly-owned subsidiary
               of Golden Enterprises,  Inc. re-acquired certain real property in
               Nashville,  Tennessee (incorporated by reference to Exhibit 10.16
               to Golden  Enterprises,  Inc.,  May 30, 2008 Form 10-K filed with
               the Commission).

     10.18     Purchase and Sale Agreement  executed by and between Golden Flake
               Snack Foods, Inc. as Seller, and Michael L. Rankin, as Purchaser,
               with an  effective  date of August 20 2008,  for the sale of real
               property  located  at 2926  Kraft  Drive,  Nashville,  County  of
               Davidson,  State  of  Tennessee  and  undeveloped  real  property
               located  across the road from 2926 Kraft Drive  (incorporated  by
               reference to Exhibit 10.18 to Golden  Enterprises,  Inc.,  August
               29, 2008 Form 10-Q filed with the Commission).

     10.19     Purchase and Sale Agreement  executed by and between Golden Flake
               Snack Foods,  Inc., as Seller,  and Steve  Bacorn,  as Purchaser,
               with an effective  date of July 7, 2008, for the sale of land and
               improvements  located in Cobb  County,  Address  being 321 Marble
               Mill  Road,  Marietta,  Georgia  (incorporated  by  reference  to
               Exhibit 10.19 to Golden  Enterprises,  Inc., August 29, 2008 Form
               10-Q filed with the Commission).

     10.20     Amendment  to  Salary  Continuation  Plan for Mark W.  McCutcheon
               dated December 30, 2008.

     10.21     Contract for  construction  of Waste Water  Treatment Plant dated
               March 10, 2009 between  Golden  Flake Snack  Foods,  Inc. and ADI
               Systems, Inc.

     14.1      Golden Enterprises,  Inc.'s Code of Conduct and Ethics adopted by
               the  Board  of  Directors  on  April  8,  2004  (incorporated  by
               reference  to Exhibit  14.1 to Golden  Enterprises,  Inc. May 31,
               2004 From 10-K with the Commission).

     21        Subsidiaries  of the  Registrant  (incorporated  by  reference to
               Exhibit 21 to Golden  Enterprises,  Inc.  May 31,  2004 Form 10-K
               filed with the Commission)


                                       18
<PAGE>

     (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: April 16, 2009                    /s/Mark W. McCutcheon
                --------------                    ---------------------
                                                  Mark W. McCutcheon
                                                  President and
                                                  Chief Executive Officer


         Dated:  April 16, 2009                   /s/ Patty Townsend
                ---------------                   ------------------
                                                  Patty Townsend
                                                  Vice-President and
                                                  Chief Financial Officer
                                                  (Principal Accounting Officer)




                                       19