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 weeks) period ended August 28, 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)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      None
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                Title Of Class              Name of exchange on which registered
                --------------              ------------------------------------
Capital Stock, Par Value $0.66 2/3                        NASDAQ

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 has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).Yes ( ) 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):
<TABLE>
<CAPTION>
<S>                        <C>                  <C>                      <C>
Large accelerated filer    Accelerated filer    Non-accelerated filer    Smaller reporting company X
                       --                   --                       --                            --
</TABLE>

                                       1
<PAGE>

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 30, 2009.



                                                     Outstanding at
                    Class                          September 30, 2009
                    -----                          ------------------
Common Stock, Par Value $0.66 2/3                      11,746,632




                EXCHANGE ACT REPORTS AVAILABLE ON COMPANY WEBSITE
Under "SEC Filings" on the "Financial" page of the Company's website located at
www.goldenflake.com, links to the following filings are made available as soon
as reasonably practicable after they are electronically filed with or furnished
to the Securities and Exchange Commission (the "SEC")" the Company's Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K, Proxy Statement on Schedule 14A related to the Company's Annual
Shareholders Meeting, and any amendments to those reports or statements filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Act of 1934. You
may also read and copy any materials we file with the SEC at the SEC's Public
Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains an Internet website located at
http://www.sec.gov that contains the information we file or furnish
electronically with the SEC.

                                       2
<PAGE>

                                            GOLDEN ENTERPRISES, INC.

                                                      INDEX

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

Item 1               Financial Statements (unaudited)

                     Condensed Consolidated Balance Sheets
                     August 28, 2009 (unaudited) and May 29, 2009                                       4
                     Condensed Consolidated Statements of Income (unaudited)
                     Thirteen Weeks Ended August 28, 2009 and August 29, 2008                           5

                     Condensed Consolidated Statements of Cash Flows
                     (unaudited)- Thirteen Weeks Ended August 28, 2009 and August 29, 2008
                                                                                                        6
                     Notes to Condensed Consolidated Financial
                     Statements (unaudited)                                                             8

                     Report of Independent Registered Public Accounting Firm                           10

Item 2               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                                               11

Item 3               Quantitative and Qualitative
                     Disclosure About Market Risk                                                      14

Item 4               Controls and Procedures                                                           14

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                       15

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>

                                       3
<PAGE>

                          PART I. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                     GOLDEN ENTERPRISES, INC. AND SUDSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
<S>                                                                                                      <C>           <C>

                                                                                                          (Unaudited)    (Audited)
                                                                                                           August 28,     May 29,
                                                                                                             2009          2009
                                                                                                          ------------  ------------
                                                               ASSETS
CURRENT ASSETS
 Cash and cash equivalents                                                                               $    248,533  $  1,178,060
 Receivables, net                                                                                           8,630,141     9,297,434
 Inventories:
  Raw materials and supplies                                                                                1,702,684     1,693,655
  Finished goods                                                                                            3,301,430     3,318,497
                                                                                                          ------------  ------------
                                                                                                            5,004,114     5,012,152
                                                                                                          ------------  ------------

 Prepaid expenses                                                                                           2,615,805     1,608,790
 Deferred income taxes                                                                                        676,480       676,480
                                                                                                          ------------  ------------
  Total current assets                                                                                     17,175,073    17,772,916
                                                                                                          ------------  ------------

 Property, plant and equipment, net                                                                        19,894,917    16,056,235
 Other assets                                                                                               2,484,795     2,575,825
                                                                                                          ------------  ------------

   Total                                                                                                 $ 39,554,785  $ 36,404,976
                                                                                                          ============  ============

                                  LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
 Checks outstanding in excess of bank balances                                                           $  1,154,079  $  1,691,230
 Accounts payable                                                                                           4,784,764     3,437,482
 Accrued income taxes                                                                                         742,794       286,383
 Other accrued expenses                                                                                     4,804,374     5,157,323
 Salary continuation plan                                                                                     145,826       142,948
 Line of credit outstanding                                                                                 1,782,850     1,454,155
                                                                                                          ------------  ------------

  Total current liabilities                                                                                13,414,687    12,169,521
                                                                                                          ------------  ------------

LONG-TERM LIABILITIES
 Notes payable-bank, non- current                                                                           4,000,000     2,743,440
 Salary continuation plan                                                                                   1,389,907     1,414,303
 Deferred income taxes                                                                                        669,815       669,815
                                                                                                          ------------  ------------

Total long-term liabilities                                                                                 6,059,722     4,827,558
                                                                                                          ------------  ------------


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                                                                                         15,252,026    14,579,547
                                                                                                          ------------  ------------
                                                                                                           30,969,175    30,296,696
 Less: Cost of common shares in treasury (2,082,161 shares at August 28, 2009
  and 2,082,161 shares at May 29, 2009)                                                                   (10,888,799)  (10,888,799)
                                                                                                          ------------  ------------

  Total stockholder's equity                                                                               20,080,376    19,407,897
                                                                                                          ------------  ------------

   Total                                                                                                 $ 39,554,785  $ 36,404,976
                                                                                                          ============  ============



   See Accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>

                                       4
<PAGE>

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

                                                Thirteen          Thirteen
                                                  Weeks             Weeks
                                                  Ended             Ended
                                             August 28, 2009   August 29, 2008
                                            ---------------- ------------------

Net sales                                   $    32,592,162  $      29,850,688
Cost of sales                                    16,601,196         15,385,271
                                             ---------------  -----------------
Gross margin                                     15,990,966         14,465,417

Selling, general and administrative expenses     14,329,853         13,879,057
                                             ---------------  -----------------
Operating Income                                  1,661,113            586,360
                                             ---------------  -----------------

Other income (expenses):
  Gain on sale of assets                             36,931             44,911
  Interest expense                                  (46,859)           (59,944)
  Other income                                       10,750              9,496
                                             ---------------  -----------------
    Total other income (expenses)                       822             (5,537)
                                             ---------------  -----------------

  Income before income taxes                      1,661,935            580,823
  Income taxes                                      622,051            226,357
                                             ---------------  -----------------
  Net income                                $     1,039,884  $         354,466
                                             ===============  =================

PER SHARE OF COMMON STOCK
  Basic earnings per share                  $          0.09  $            0.03
  Diluted earnings per share                $          0.09  $            0.03

Weighted average number of common
  stock shares outstanding:
  Basic                                          11,746,632         11,783,385
  Diluted                                        11,746,632         11,783,385

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


See Accompanying Notes to Condensed Consolidated Financial Statements

                                       5
<PAGE>

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

<TABLE>
<CAPTION>
<S>                                                      <C>              <C>


                                                             Thirteen           Thirteen
                                                            Weeks Ended       Weeks Ended
                                                          August 28, 2009   August 29, 2008
                                                          ---------------  ------------------



CASH FLOWS FROM OPERATING ACTIVITIES

 Cash received from customers                            $    33,259,455  $       29,782,981
 Miscellaneous income                                             10,750               9,496
 Cash paid to suppliers & employees                          (14,843,970)        (14,372,274)
 Cash paid for operating expenses                            (15,454,198)        (14,317,509)
 Income taxes paid                                              (165,640)           (198,870)
 Interest expenses paid                                          (46,859)            (59,944)
                                                          ---------------  ------------------
 Net cash provided by operating activities                     2,759,538             843,880


CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of property, plant and equipment                    (4,415,414)           (274,457)
 Proceeds from sale of property, plant and equipment              45,650              51,510
                                                          ---------------  ------------------
 Net cash used in investing activities                        (4,369,764)           (222,947)


CASH FLOWS FROM FINANCING ACTIVITIES

 Debt proceeds                                                 9,669,845           5,538,561
 Debt repayments                                              (8,084,590)         (5,897,373)
 Change in checks outstanding in excess of bank
  balances                                                      (537,151)              8,426
 Cash dividends paid                                            (367,405)           (368,566)
 Purchases of treasury shares                                          -             (22,332)
                                                          ---------------  ------------------
 Net cash provided by (used in) financing activities             680,699            (741,284)


Net change in cash and cash equivalents                         (929,527)           (120,351)
Cash and cash equivalents at beginning of period               1,178,060             442,756
                                                          ---------------  ------------------
Cash and cash equivalents at end of period               $       248,533  $          322,405
                                                          ===============  ==================




See Accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                 <C>                <C>
                                 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 THIRTEEN WEEKS ENDED AUGUST 28, 2009 AND AUGUST 29, 2008




                                                                         Thirteen           Thirteen
                                                                       Weeks Ended         Weeks Ended
                                                                     August 28, 2009     August 29, 2008
                                                                     ----------------   -----------------

Net Income                                                          $      1,039,884   $         354,466
  Adjustments to reconcile net income to net cash provided by
   operating activities:
 Depreciation and amortization                                               568,013             582,778
 Gain on sale of property and equipment                                      (36,931)            (44,911)

Changes in operating assets and liabilities:
 Change in receivables - net                                                 667,293             (67,707)
 Change in inventories                                                         8,038            (491,127)
 Change in prepaid expenses                                               (1,007,015)           (537,680)
 Change in other assets                                                       91,030             134,718
 Change in accounts payable                                                1,347,282           1,087,198
 Change in accrued expenses                                                 (352,949)           (184,802)
 Change in salary continuation                                               (21,518)            (16,540)
 Change in accrued income taxes                                              456,411              27,487
                                                                     ----------------   -----------------

 Net cash provided by operating activities                          $      2,759,538   $         843,880
                                                                     ================   =================
</TABLE>

                                       7
<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 29, 2009.

2.   The consolidated  results of operations for the thirteen weeks ended August
     28, 2009 are not  necessarily  indicative of the results to be expected for
     the fifty-two week fiscal year ending May 28, 2010.

3.   The following  tables  summarize the prepaid assets  accounts at August 28,
     2009 and May 29, 2009.

                                              August 28, 2009     May 29, 2009
                                             -----------------   ---------------

            Truck shop supplies             $          672,684  $        687,570
            Insurance deposit                          138,959           138,959
            Slotting fees                              226,483           221,325
            Deferred advertising fees                  836,124            10,000
            Prepaid insurance                          487,895           284,095
            Prepaid taxes/licenses                     151,590           200,694
            Prepaid dues/supplies                       73,612            28,655
            Other                                       28,458            37,492
                                             -----------------   ---------------

                                            $        2,615,805  $      1,608,790
                                             =================   ===============


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.

                                       8
<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 thirteen weeks ended August 28, 2009 and
     August 29, 2008:

<TABLE>
<CAPTION>
<S>                                                                                     <C>                  <C>
                                                                               ------------------- --------------------
                                                                                    Thirteen             Thirteen
                                                                                   Weeks Ended         Weeks Ended
                                                                                 August 28, 2009     August 29, 2008
                                                                               ------------------- --------------------

     Weighted average number of common shares used in computing basic                   11,746,632           11,783,385
       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                       11,746,632           11,783,385
                                                                               =================== ====================

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


7.   The Company has a letter of credit in the amount of $2,264,857  outstanding
     at August 28,  2009 and May 29,  2009.  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 August 28,
     2009 was  $1,782,850  with an interest  rate of 4.00%,  leaving the Company
     with $217,150 of credit availability.  The Company's line-of-credit debt as
     of May 29, 2009 was $1,454,155 with an interest rate of 4.00%,  leaving the
     Company with $545,845 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 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.

                                       9
<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  August  28,  2009,  and the  related
condensed consolidated statements of income and cash flows for the thirteen week
periods ended August 28, 2009 and August 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 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 29, 2009
and the related  consolidated  statements  of income,  changes in  stockholders'
equity and cash flows for the fiscal year then ended (not presented herein), and
in our report dated August 14, 2009 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 29, 2009, is
fairly stated in all material  respects in relation to the consolidated  balance
sheet from which it has been derived.






Birmingham, Alabama
October 7,  2009                       DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP

                                       10
<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 29,  2009.  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 29,  2009.  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  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  representives  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  August  28,  2009 and May 29,  2009,  working  capital  was  $3,760,386  and
$5,603,395, respectively.

The  Company  did not  purchase  shares of  treasury  stock  this  quarter.  The
Company's  current ratio was 1.28 to 1.00 at August 28, 2009 compared to 1.46 to
1.00 at May 29, 2009.

Accounts Receivable and Allowance for Doubtful Accounts

At August 28, 2009 and May 29, 2009 the Company had accounts  receivables in the
amount of $8,630,141 and $9,297,434,  net of an allowance for doubtful  accounts
of $70,000 and $127,130, respectively.

                                       11
<PAGE>

The following  table  summarizes  the  Company's  customer  accounts  receivable
profile as of August 28, 2009 and May 29, 2009:

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

                                            August 28, 2009     May 29, 2009

     Less than $1,000.00                              1,074            1,055
     $1,001.00-$10,000.00                               540              542
     $10,001.00-$100,000.00                             116              137
     $100,001.00-$500,000.00                              8                7
     $500,001.00-$1,000,000.00                            2                2
     $1,000,001.00-$2,500,000.00                          0                0
                                       -------------------- ----------------

     Total All Accounts                               1,740            1,743
                                       ==================== ================

The following table  summarizes the significant  contractual  obligations of the
Company as of August 28, 2009:

<TABLE>
<CAPTION>
<S>                              <C>             <C>            <C>               <C>            <C>
Contractual Obligations             Total          Current        2-3 Years        4-5 Years      Thereafter
------------------------------   ------------    -----------    --------------    -----------    -------------
Vehicle Lease                    $  2,834,648    $   901,049    $    1,601,302    $   332,297    $           -
Salary Continuation Plan            1,535,733        145,826           328,967        385,842          675,098
                                 ------------    -----------    --------------    -----------    -------------
Total Contractual Obligations    $  4,370,381    $ 1,046,875    $    1,930,269    $   718,139    $     675,098
                                 ============    ===========    ==============    ===========    =============
</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 August 28, 2009, net sales  increased 9.2% from the
comparable  period in fiscal 2009.  This year's first  quarter cost of sales was
50.9% of net sales compared to 51.5% for last year's first quarter.  This year's
first quarter,  selling,  general, and administrative expenses were 44.0% of net
sales compared to 46.5% for last year's first quarter.

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
                                        August 28, 2009                    August 29, 2008
Sales
Manufactured Products            $        26,228,539      80.5%      $   23,835,378         79.8%
Resale Products                            6,363,623      19.5%           6,015,310         20.2%
                                 ------------------- ----------      --------------    ----------
Total                            $        32,592,162     100.0%      $   29,850,688        100.0%
                                 =================== ==========      ==============    ==========


Gross Margin
Manufactured Products            $        13,641,814      52.0%      $   12,106,591         50.8%
Resale Products                            2,349,152      36.9%           2,358,826         39.2%
                                 -------------------                 --------------
Total                            $        15,990,966      49.1%      $   14,465,417         48.5%
                                 ===================                 ==============
</TABLE>

                                       12
<PAGE>

The  Company's  gain on sale of assets for the  thirteen  weeks ended August 28,
2009  in the  amount  of  $36,931  was  from  the  sale  and  trade  in of  used
transportation and manufacturing equipment.

For last year's  thirteen  weeks the gain on sale of assets was $44,911 from the
sale of used equipment for cash.

The Company's  effective  tax rate for the first  quarter was 37.4%  compared to
39.0% 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 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

Not applicable.



Significant Events

Not applicable.



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.

                                       13
<PAGE>

                                     ITEM 3
                                     ------

                          QUANTITATIVE AND QUALITATIVE
                          DISCLOSURE ABOUT MARKET RISK

Not Applicable.


                                     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
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 first fiscal quarter ended August 28, 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
2009 Annual Report on Form 10-K.

                                       14
<PAGE>

                                     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 August 28, 2009.
<TABLE>
<CAPTION>
<S> <C>        <C>                         <C>             <C>                     <C>                    <C>
ISSUER PURCHASES OF EQUITY SECURITIES
----------------------------------------------------------------------------------------------------------------------
Period                           (a) Total      (b) Average Price Paid    (c) Total Number of    (d) Maximum Number
                                 Number of        per Share (or Unit)            Shares            (or Approximate
                                   Shares                                      (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
----------------------------------------------------------------------------------------------------------------------
May 29 to June 26                         -0-             -0-                     -0-                    -0-
----------------------------------------------------------------------------------------------------------------------
June 27 to July 31                        -0-             -0-                     -0-                    -0-
----------------------------------------------------------------------------------------------------------------------
August 1 to August 28                     -0-             -0-                     -0-                    -0-
----------------------------------------------------------------------------------------------------------------------
Total First Quarter                       -0-             -0-                     -0-                    -0-
----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     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).

(10) Material Contracts.

                                       16
<PAGE>

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).

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).

                                       17
<PAGE>

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 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  (incorporated  by  reference  to Exhibit  10.20  Golden
     Enterprises, Inc. February 27, 2009 Form 10-Q filed with the Commission).

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, 004 From 10-K with the Commission).

(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 3, 2005  (incorporated  by
     reference to Exhibit 18.1 to Golden  Enterprises,  Inc.'s June 3, 2005 Form
     10-K filed 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)

(31) Certifications

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

                                       18
<PAGE>

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 8, 2009                    /s/Mark W. McCutcheon
       ---------------                    ---------------------
                                             Mark W. McCutcheon
                                             President and
                                             Chief Executive Officer


Dated:  October 8, 2009                   /s/ Patty Townsend
        ---------------                   ------------------
                                            Patty Townsend
                                            Vice-President and
                                            Chief Financial Officer
                                            (Principal Accounting Officer)

                                       19