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


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

For the quarterly (fourteen week) period ended March 04, 2005
                                               --------------
                                       OR

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

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

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


                            GOLDEN ENTERPRISES, INC.
                            ------------------------

             (Exact name of registrant as specified in its charter)

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

One Golden Flake Drive
Birmingham, Alabama                                                 35205
--------------------------------                            --------------------


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

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

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of March 31, 2005.


                                                             Outstanding at
             Class                                           March 31, 2005
             -----                                           --------------
Common Stock, Par Value $0.66 2/3                              11,835,330

<PAGE>


                            GOLDEN ENTERPRISES, INC.

                                      INDEX

Part I.  FINANCIAL INFORMATION                                          Page No.

Item 1   Consolidated Financial Statements (unaudited)

         Condensed Consolidated Balance Sheets
         March 4, 2005 (unaudited) and May 28, 2004                         3

         Condensed Consolidated Statements of Operations (unaudited)
         Fourteen and Forty Weeks Ended March 4, 2005 and Thirteen
         and Thirty-Nine Weeks Ended February 27, 2004                      4

         Condensed Consolidated Statements of Cash Flows (unaudited)
         Forty Weeks Ended March 4, 2005 and Thirty-Nine Weeks
         Ended February 27, 2004                                            5

         Notes to Condensed Consolidated Financial
         Statements (unaudited)                                             7

         Report of Independent Registered Public Accounting Firm           14

Item 2   Management's Discussion and Analysis of Financial
         Condition and Results of Operations                               15

Item 3   Quantitative and Qualitative
         Disclosure About Market Risk                                      21

Item 5   Controls and Procedures                                           21

Part II. OTHER INFORMATION

Item 6   Exhibits and Report on Form 8-K                                   22

                                       2
<PAGE>


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


                                                      March 4,         May 28,
                                                       2005             2004
                                                   -------------   -------------
                                                    (Unaudited)       (Audited)
          ASSETS


Cash and cash equivalents                          $    324,246    $    565,195
Receivables, net                                      6,997,791       7,492,151
Note Receivable, current                                 48,580          45,760
      Inventories:
Raw material and supplies                             1,573,642       1,198,534
Finished goods                                        2,901,155       2,504,515
                                                   -------------   -------------

                                                      4,474,797       3,703,049
                                                   -------------   -------------


  Prepaid expense                                     2,863,377       2,292,943
Deferred income taxes                                   618,803         618,803
                                                   -------------   -------------
Total current assets                                 15,327,594      14,717,901
                                                   -------------   -------------


Property, plant and equipment, net                   14,475,260      13,846,342
Long-term Note Receivable                             1,783,191       1,819,986
Other assets                                          3,389,507       3,238,327
                                                   -------------   -------------

                                                   $ 34,975,552    $ 33,622,556
                                                   =============   =============

          LIABILITIES AND STOCKHOLDERS' EQUITY

      Current Liabilities:
Checks outstanding in excess of bank balances      $  1,896,454    $  1,293,534
Accounts payable                                      2,117,497       1,816,879
Other accrued expenses                                4,435,949       4,334,798
Salary continuation plan                                101,861          95,948
Note payable- bank, current                           1,679,854         477,980
                                                   -------------   -------------

Total current liabilities                            10,231,615       8,019,139
                                                   -------------   -------------

      Long-Term Liabilities:
Note payable-bank, non-current                        1,198,182         521,582
Salary Continuation Plan                              1,754,101       1,805,619
                                                   -------------   -------------

Total long-term liabilities                           2,952,283       2,327,201
                                                   -------------   -------------

Deferred income taxes                                   763,068         820,432
                                                   -------------   -------------

      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                                    15,989,031      17,363,237
                                                   -------------   -------------

                                                     31,706,180      33,080,386

Less: Cost of common shares in treasury (1,993,463
 at March 4, 2005 and 1,975,963 at May 28, 2004)    (10,677,594)    (10,624,602)
                                                   -------------   -------------

Total stockholders' equity                           21,028,586      22,455,784
                                                   -------------   -------------

  Total                                            $ 34,975,552    $ 33,622,556
                                                   =============   =============

See Accompanying Notes to Condensed Consolidated Financial Statements

                                       3
<PAGE>

<TABLE>
<CAPTION>
<S>                                                <C>             <C>             <C>             <C>
GOLDEN ENTERPRISES, INC. AND SUBSIDARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   (UNAUDITED)
For the Fourteen and Forty Weeks Ended March 4, 2005 and the Thirteen and Thirty-Nine
Weeks Ended February 27, 2004

                                                   -------------------------------------------------------------
                                                     Fourteen         Thirteen         Forty        Thirty-Nine
                                                    Weeks Ended     Weeks Ended     Weeks Ended     Weeks Ended
                                                       MARCH          FEBRUARY         MARCH          FEBRUARY
                                                        04,              27,             04,             27,
                                                       2005             2004            2005            2004
                                                   -------------------------------------------------------------

Net Sales                                          $ 27,012,648    $ 24,102,358    $ 76,630,834    $ 71,980,117
Cost of sales                                        14,455,299      13,021,969      40,756,362      38,065,955
                                                   -------------   -------------   -------------   -------------
Gross margin                                         12,557,349      11,080,389      35,874,472      33,914,162

Selling, general and administrative expenses         13,266,783      12,079,649      36,433,786      34,634,938
                                                   -------------   -------------   -------------   -------------
  Operating (loss)                                     (709,434)       (999,260)       (559,314)       (720,776)
                                                   -------------   -------------   -------------   -------------
Other income (expenses):
  Investment income                                      37,531          37,730         113,837         117,204
  Gain on sale of assets                                 29,900           2,787          69,068          67,672
  Other income                                           15,358          31,989         122,456          72,921
  Interest expense                                      (69,183)        (48,778)       (162,690)       (150,727)
                                                   -------------   -------------   -------------   -------------
  Total other income (expenses)                          13,606          23,728         142,671         107,070
                                                   -------------   -------------   -------------   -------------

(Loss) before income taxes                             (695,828)       (975,532)       (416,643)       (613,706)
Income tax expense                                     (251,869)       (369,504)       (153,646)       (243,349)
                                                   -------------   -------------   -------------   -------------
Net (loss)                                         $   (443,959)   $   (606,028)   $   (262,997)   $   (370,357)
                                                   =============   =============   =============   =============

PER SHARE OF COMMON STOCK:
  Net (loss)                                       $      (0.04)   $      (0.05)   $      (0.02)   $      (0.03)
                                                   =============   =============   =============   =============
Weighted average number of common stock
 shares outstanding                                  11,844,468      11,883,305      11,850,023      11,883,305
                                                   =============   =============   =============   =============
Cash dividends paid per share of common
 Stock                                             $     0.0313    $     0.0313    $     0.0938    $     0.0938
                                                   =============   =============   =============   =============


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

                                       4
<PAGE>


GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

                                                       Forty        Thirty-Nine
                                                    Weeks Ended     Weeks Ended
                                                      March 4,      February 27,
                                                       2005             2004
                                                   -----------------------------
CASH FLOWS FROM OPERATING ACTIVITIES

    Cash received from customers                   $ 77,125,194    $ 71,924,242
    Interest income                                     113,837         117,204
    Rental income                                        26,413          26,060
    Misc. income                                         96,043          46,861
    Cash paid to suppliers & employees              (41,227,492)    (37,991,498)
    Cash paid for operating expenses                (35,330,266)    (33,229,146)
    Income taxes (paid)                                     -0-         (42,958)
    Interest expenses paid                             (162,690)       (150,727)
                                                   -------------   -------------
    Net cash from operating activities                  641,039         700,038

CASH FLOWS FROM INVESTING ACTIVITIES

    Purchase of property plant & equipment           (2,330,450)       (608,318)
    Proceeds from sale of property, plant & equip        97,294         147,488
    Collection of notes rec.                             33,976          31,372
                                                   -------------   -------------
    Net cash used in investing activities            (2,199,180)       (429,458)

CASH FLOWS FROM FINANCING ACTIVITIES

    Debt proceeds                                    12,916,230             -0-
    Debt repayments                                 (11,037,757)       (503,158)
    Increase (decrease) in checks outstanding in
     excess of bank balance                             602,920         547,295
    Purchases of treasury shares                        (52,992)            -0-
    Proceeds from exercise of stock options                 -0-             -0-
    Cash dividends paid                              (1,111,209)     (1,114,066)
                                                   -------------   -------------
    Net cash used in financing activities             1,317,192      (1,069,929)

Net increase (decrease) in cash and cash equivalent    (240,949)       (799,349)
Cash and Cash equivalents at beginning of year          565,195       1,278,333
                                                   -------------   -------------
Cash and Cash equivalents at end of period         $    324,246    $    478,984
                                                   =============   =============

                                       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 Forty Weeks Ended March 4, 2005 and the Thirty-Nine Weeks Ended
February 27, 2004

                                                      Forty         Thirty-Nine
                                                    Weeks Ended     Weeks Ended
                                                     March 04,      February 27,
                                                       2005             2004
                                                   -----------------------------

NET INCOME

 Net (Loss)                                        $   (262,997)   $   (370,357)
  Adjustment to reconcile net income (loss) to net
   cash provided by operating activities:
  Depreciation and amortization                       1,673,307       1,771,247
  Deferred income taxes                                 (57,364)        137,708
  Gain on sale of property and equipment                (69,069)        (67,672)

Changes in operating assets and liabilities:
(Increase) Decrease in receivable- net                  494,360         (55,875)
(Increase) Decrease in inventories                     (771,748)       (504,097)
(Increase) in pre-paid expenses                        (570,434)     (1,206,368)
Decrease in other assets- long term                    (151,180)            150
Increase in accounts payable                            300,618         578,554
Increase (Decrease) in accrued expenses                 101,151         459,596
(Decrease) in salary continuation                       (45,605)        (42,848)
                                                   -------------   -------------

Net cash provided by operating activities          $    641,039    $    700,038


See Accompanying Notes to Condensed Consolidated Financial Statements

                                       6
<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Throughout these notes to consolidated financial statements, all referenced
amounts for prior periods and prior period comparisons reflect the balances and
amounts on a restated basis.

1.   The Company's current reporting period ends on the first Friday in March.
     The current period ended March 4, 2005 included fourteen weeks for the
     quarter and forty weeks for the year to date then ended. The prior year for
     the same period ended February 27, 2004 and included thirteen weeks for the
     quarter and thirty-nine weeks for the nine months then ended. The prior
     fiscal year referred to in this report included fifty-two weeks. Prior
     filings referred to in this report have been titled to correspond to the
     actual period covered based on the fifty-two and fifty-three week year in
     which the company operates. This change in title had no effect on the
     previously reported amounts in the consolidated balance sheets, the
     consolidated statements of operations and cash flows.

2.   The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with accounting principles generally accepted
     in the United States of America (GAAP) for interim financial information
     and with the instructions to Form 10-Q and Article 10 to Regulation S-X.
     Accordingly, they do not include all information and footnotes required by
     GAAP for complete financial statements. In the opinion of management, all
     adjustments consisting of normal recurring accruals considered necessary
     for a fair presentation have been included. For further information, refer
     to the consolidated financial statements and footnotes included in the
     Golden Enterprises, Inc. and subsidiary ("the Company") Annual Report on
     Form 10-K for the fifty-two weeks ended May 28, 2004.

3.   The Company's quarterly financial information previously reported on Form
     10-Q/A for the thirty-nine weeks ended February 27, 2004 includes restated
     consolidated financial statements at February 27, 2004.

The following table presents the impact of the restatement adjustments on net
earnings for the thirteen and thirty-nine weeks ended February 27, 2004.

                                                     Thirteen       Thirty-Nine
                                                    Weeks Ended     Weeks Ended
                                                    February 27,    February 27,
                                                       2004             2004
                                                   -----------------------------

  Net loss as originally reported                  $   (549,956)   $   (610,126)
    Adjustments (pre-tax):
    Accrued Vacation Liability                             (633)         (1,901)
    Self Insurance Liability                            (87,907)        380,503
    Other                                                     0               0
                                                   -------------   -------------

  Total adjustments (pre-tax)                           (88,540)        378,602
  Total taxes                                           (32,468)        138,833
                                                   -------------   -------------
  Total net adjustments                                 (56,072)        239,769

  Net (loss) as restated                           $   (606,028)   $   (370,357)
                                                   -------------   -------------

  Per share of Common Stock:
  Net Loss- Basic as originally reported           $      (0.05)   $      (0.05)
  Effect of net adjustments                                   0            0.02
                                                   -------------   -------------

  Net loss- Basic as restated                      $      (0.05)   $      (0.03)
                                                   =============   =============

  Net loss- Diluted as originally reported         $      (0.05)   $      (0.05)
  Effect of net adjustments                                   0            0.02
                                                   -------------   -------------

  Net (loss)- Diluted as restated                  $      (0.05)   $      (0.03)
                                                   =============   =============

                                       7
<PAGE>


The following tables set forth the effects of the restatement adjustments
discussed below on the Consolidated Statement of Operations for the thirteen
weeks and thirty-nine weeks ended February 27, 2004.

                                                        Thirteen Weeks Ended
                                                          February 27, 2004
                                                   As Originally
                                                     Reported       As Restated
                                                   -----------------------------

  Net Sales                                        $ 24,102,358    $ 24,102,358
  Cost of Goods Sold                                 12,876,483      13,021,969
  Selling, General and Administrative Expenses       12,136,595      12,079,649
  Other income (expenses)                                23,728          23,728
                                                   -------------   -------------
  (Loss) income before cumulative effect of a
   change in accounting policy and income taxes        (886,992)       (975,532)

  Provision for income taxes                           (337,036)       (369,504)
                                                   -------------   -------------

  Net (Loss) income                                $   (549,956)   $   (606,028)
                                                   =============   =============

  Net Loss per share- Basic                        $      (0.05)   $      (0.05)
  Average Shares Outstanding                         11,883,305      11,883,305
  Net Loss per  share- Diluted                     $      (0.05)   $      (0.05)
  Average Shares Outstanding                         11,883,305      11,883,305


                                                      Thirty-Nine Weeks Ended
                                                          February 27, 2004
                                                   As Originally
                                                     Reported       As Restated
                                                   -----------------------------

  Net Sales                                        $ 71,980,117    $ 71,980,117
  Cost of Goods Sold                                 37,991,551      38,065,955
  Selling, General and Administrative Expenses       35,087,945      34,634,938
  Other income (expenses)                               107,070         107,070
                                                   -------------   -------------
  (Loss) income before cumulative effect of a
  change in accounting policy and income taxes         (992,309)       (613,706)

  Provision for income taxes                           (382,183)       (243,349)
                                                   -------------   -------------

  Net (Loss)                                       $   (610,126)   $   (370,357)
                                                   =============   =============

  Net Loss per share- Basic                        $      (0.05)   $      (0.03)
  Average Shares Outstanding                         11,883,305      11,883,305
  Net Loss per share- Diluted                      $      (0.05)   $      (0.03)
  Average Shares Outstanding                         11,883,305      11,883,305

                                       8
<PAGE>


The following tables set forth the effects of the restatement adjustments
discussed below on the Consolidated Balance Sheet at February 27, 2004.

                                                          February 27, 2004
                                                   As Originally
                                                     Reported       As Restated
                                                   -----------------------------
Assets
Current Assets
Cash and cash equivalents                          $    478,984    $    478,984
Receivables, net                                      7,994,790       7,902,129
Notes receivable, current                                44,857          44,857
Inventories                                           4,290,234       4,290,234
Prepaid expenses                                      4,333,975       4,087,489
Deferred income taxes                                      -0-          344,770
                                                   -------------   -------------
    Total current assets                             17,142,840      17,148,770
Property, Plant and Equipment                         14,118,829      14,118,829
Notes receivable, long-term                            1,831,771       1,831,771
Other                                                  2,777,822       2,777,822
                                                   -------------   -------------

Total Assets                                       $ 35,871,262    $ 35,876,885
                                                   =============   =============
Liabilities and Stockholders' Equity
Current liabilities
Checks outstanding in excess of bank balances      $  1,704,403    $  1,704,403
Accounts payable                                      2,279,488       2,279,488
Current portion of long-term debt                     1,195,304       1,195,304
Other accrued expenses                                2,751,030       4,749,044
Deferred income taxes                                   304,699             -0-
Salary continuation plan                                 94,055          94,055
                                                   -------------   -------------

    Total current liabilities                         8,328,979      10,022,294
Long-term liabilities
Note payable- bank, non- current                        724,447         724,447
Salary continuation plan                              1,822,683       1,822,683
Deferred income taxes                                   714,358         714,358
                                                   -------------   -------------
Total Liabilities                                    11,590,467      13,283,782

Stockholders' equity
Common stock - $.66 2/3 par value:
Authorized 35,000,000 shares:
issued 13,828,793 shares                              9,219,195       9,219,195
Additional paid-in capital                            6,497,954       6,497,954
Retained earnings                                    19,096,823      17,409,131
Treasury shares - at cost (1,945,488)               (10,533,177)    (10,533,177)
                                                   -------------   -------------

Total stockholders' equity                           24,280,795      22,593,103
                                                   -------------   -------------

Total liabilities and stockholders' equity         $ 35,871,262    $ 35,876,885
                                                   =============   =============

                                       9
<PAGE>


The following table presents the impact of the restatement adjustments on
stockholders' equity as of June 1, 2000.





  Stockholders' Equity - June 1, 2000, as previously reported      $ 24,686,435
  Self-Insurance liability                                           (1,336,817)
  Compensated absences                                               (1,643,177)
  Tax effect of restatement adjustments                               1,092,764
                                                                   -------------

  Decrease in Stockholders Equity                                  $ (1,887,230)
                                                                   -------------

  Stockholders' Equity - June 1, 2000, as restated                 $ 22,799,205
                                                                   =============

Self-Insurance liability: The Company determined that there had been an error in
its accounting for self-insurance related liabilities. The adjustments required
included recognition of previously unrecorded liabilities and reductions in
amounts previously recognized as pre-paid amounts to an employee trust which
were incorrect.

Compensated absences: The Company determined that it had not recorded
liabilities for earned vacation not yet taken as required by GAAP.

Other items: This category includes adjustments previously identified but deemed
to be immaterial. Adjustments in this category change the timing of the items
that were previously recognized.


4.   The results of operations for the fourteen weeks and forty weeks ended
     March 4, 2005 and for the thirteen weeks and thirty-nine weeks ended
     February 27, 2004 are not necessarily indicative of the results to be
     expected for the full year. Certain prior year amounts have been
     re-classified to conform to the current year presentation.

5.   The following tables summarize the prepaid assets accounts:

                                Prepaid Breakdown

                                                   March 4, 2005    May 28, 2004
                                                   -------------   -------------

  Truck Shop Supplies                              $    632,769    $    702,133
  Insurance Deposit                                     393,155         393,155
  Slotting Fees                                         332,465         376,295
  Deferred Advertising Fees                             181,012             -0-
  Prepaid Insurance                                     645,797         327,771
  Prepaid Taxes/ Licenses                               568,851         420,940
  Prepaid Dues/ Supplies                                 44,982          51,070
  Other                                                  64,346          21,579
                                                   -------------   -------------
                                                   $  2,863,377    $  2,292,943
                                                   =============   =============

                                       10
<PAGE>


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

7.   In June 2002, the FASB issued SFAS No. 146, "Accounting for Cost Associated
     with Exit or Disposal Activities." SFAS No. 146 requires companies to
     recognize costs associated with exit or disposal activities when they are
     incurred rather than at the date of a commitment to an exit or disposal
     plan. Costs covered by SFAS No. 146 includes lease termination costs and
     certain employee severance costs that are associated with a restructuring,
     discontinued operations, plant closing or other exit disposal activity.
     SFAS No. 146 is effective for exit or disposal activities initiated after
     December 31, 2002. The adoption of this standard did not have a material
     impact on the Company's financial position, results of operations or cash
     flows.

8.   In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation-Transition and Disclosure-an amendment of FASB Statement No.
     123." SFAS No. 148. amends SFAS No. 123, "Accounting for Stock-Based
     Compensation" to provide alternative methods of transition for a voluntary
     change to the fair value based method of accounting for stock-based
     employee compensation. In addition, SFAS No. 148 amends the disclosure
     requirements of SFAS No.123 to require prominent disclosures in both annual
     and interim financial statements about the method of accounting for
     stock-based employee compensation and the effect of the method used on
     reported results. The Company has adopted the disclosure requirements of
     SFAS No. 148 effective May 31, 2003 in its consolidated financial
     statements. The Company will continue to account for stock-based
     compensation using the methods described in Note 10 below.

9.   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 forty weeks ended March 4, 2005 and
     thirty-nine weeks ended February 27, 2004:





                                                    Forty Weeks     Thirty- Nine
                                                       Ended        Weeks Ended
                                                      March 4,      February 27,
                                                        2005            2004
                                                   -----------------------------
    Weighted average number of common shares used
     in computing basic earnings per share           11,850,023      11,883,305

    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           11,850,023      11,883,305
                                                   =============   =============

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


10.  The Company applies APB Opinion No. 25 in accounting for all of its stock
     option plans and, accordingly, no compensation cost has been recognized for
     its stock options in the financial statements. The table below presents the
     pro-forma net income effect of the options using the Black-Scholes option
     pricing model prescribed under SFAS No. 123.

                                       11
<PAGE>


<TABLE>
<CAPTION>
<S>                                           <C>          <C>          <C>          <C>
                                                Fourteen     Thirteen      Forty     Thirty-Nine
                                                 Weeks        Weeks        Weeks        Weeks
                                                 Ended        Ended        Ended        Ended

                                                March 4,   February 27,   March 4,   February 27,
                                                  2005        2004         2005         2004
                                              -----------  ------------ -----------  ------------
Net (loss) as reported                        $ (443,959)  $ (606,028)  $ (262,997)  $ (370,357)
Stock based compensation costs, net of income
 tax, that would have been included in net
 income if the fair value method had been
 applied                                          (2,614)      (3,073)      (7,842)      (9,219)
                                              -----------  ------------ -----------  ------------

Pro-forma net (loss)                          $ (446,573)  $ (609,101)  $ (270,839)  $ (379,576)
                                              ===========  ============ ===========  ============

(Loss) per share as reported-basic            $     (.04)  $     (.05)  $     (.02)        (.03)
(Loss) per share as reported-diluted                (.04)        (.05)        (.02)        (.03)
Pro-forma (loss) per share-basic                    (.04)        (.05)        (.02)        (.03)
Pro-forma (loss) per share-diluted                  (.04)        (.05)        (.02)        (.03)
</TABLE>

11.  The Company entered into a five year term product purchase commitment
     during the fifty-two weeks ending June 1, 2001 with a supplier. Under the
     terms of the agreement the minimum purchase quantity and the unit purchase
     price were fixed resulting in a minimum first year commitment of
     approximately $2,171,000. After the first year, the minimum purchase
     quantity was fixed and the purchase unit price was negotiable, based on
     current market. Subsequently, in September 2002, the product purchase
     agreement was amended to fix the purchase unit price and establish specific
     annual quantities.

12.  The interest rate on the Company's bank debt is reset monthly to reflect
     the 30 days LIBOR rate. Consequently, the carrying value of the bank debt
     approximates fair value. During the forty weeks ended March 4, 2005 the
     Company's bank debt was increased by $1.88 million compared to a decrease
     of $.50 million last year. The interest rate at March 4, 2005 was 4.33%
     compared to 2.85% at February 27, 2004.

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

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

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

                                       12
<PAGE>


14.  During the fourteen weeks ended March 4, 2005, the Company changed its
     method of presenting the statement of cash flows for operating activities
     from the indirect method (which adjusts net income to remove the effects of
     non cash operating transactions) to direct method (which shows principal
     components of operating cash receipts and payments). This change has been
     applied in the thirteen weeks ended February 27, 2004.


                                       13
<PAGE>


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

     We have reviewed the accompanying interim consolidated balance sheet of
     Golden Enterprises, Inc. and subsidiary as of March 4, 2005 and the related
     interim consolidated statements of operations and cash flows for the forty
     week period then ended. These financial statements are the responsibility
     of the Company's management.

     We conducted our review in accordance with the standards of 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 (United States), the consolidated
     balance sheet as of May 28, 2004, 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
     21, 2004 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 28, 2004, is
     fairly stated in all material respects in relation to the consolidated
     balance sheet from which it has been derived.

     As discussed in Note 3 to the accompanying consolidated financial
     statements, the Company has restated previously issued financial
     statements.


     Birmingham, Alabama
     April 12, 2005                    DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP

                                       14
<PAGE>


                                     ITEM 2
                                     ------

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


     The purpose of this discussion is to provide additional information about
Golden Enterprises, Inc., its financial condition and the results of its
operations. Readers should refer to the consolidated financial statements and
other financial data presented throughout this report to fully understand the
following discussion and analysis.

     The Management's Discussion and Analysis of Financial Condition and Results
of Operations set forth in this Item 2 reflects the February 27, 2004 10-Q/A
Amendment No. 1 "Restatement."


RESTATEMENT

     The Company restated its consolidated balance sheet as of February 27,
2004, its consolidated statements of operations for the thirteen and thirty-nine
weeks ended February 27, 2004, and cash flows for the thirty-nine weeks ended
February 27, 2004. The restatement affects periods prior to 2002. The impact of
the restatement on such prior periods was reflected as an adjustment to
operating retained earnings June 1, 2001. The restatement was reported in the
Quarterly Report on Form 10-Q/A for its thirteen week period ended February 27,
2004.

     The restatement adjustment for the thirteen weeks ended February 27, 2004
resulted in an increase in net loss of approximately $.06 million. For the
thirty-nine weeks ended February 27, 2004, the restatement adjustments resulted
in a decrease in net loss of approximately $0.24 million. Basic and Diluted net
loss per share was increased $.00 per share for the thirteen weeks ended
February 27, 2004. Basic and Diluted net loss per share was decreased $.02 per
share for the thirty-nine weeks ended February 27, 2004. For a discussion of
individual adjustment items, see Note 2 to the Condensed Consolidated Financial
Statements.


OVERVIEW

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

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

     The Company sells its products through its own sales organization and
independent distributors to commercial establishments that sell food products
primarily in the Southeastern United States. The products are distributed by
approximately 447 route representatives who are supplied with selling inventory
by the Company's trucking fleet. All of the route representatives are employees
of the Company and use the Company's direct-store delivery system.

                                       15
<PAGE>


BASIS OF PRESENTATION

     The Company's discussion and analysis of its financial condition and
results of operations are based upon the accompanying unaudited condensed
consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America (GAAP)
for interim financial information and with the instructions to Form 10-Q and
Article 10 to Regulation S-X. Accordingly, they do not include all information
and footnotes required by GAAP for complete financial statements. In the opinion
of management, all adjustments consisting of normal recurring accruals
considered necessary for a fair presentation have been included.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     The Company's discussion and analysis of its financial condition and
results of operations are based upon the Company's unaudited condensed
consolidated financial statements, the preparation of which in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that in certain
circumstances affect amounts reported in the consolidated financial statements.
In preparing these financial statements, management has made its best estimate
and judgments of certain amounts included in the financial statements, giving
due considerations to materiality. The Company does not believe there is a great
likelihood that materially different amounts would be reported under different
conditions or using different assumptions related to the accounting policies
described below. However, application of these accounting policies involves the
exercise of judgment and use of assumptions as to future uncertainties and, as a
result, actual results could differ from these estimates.


     The Company believes the following to be critical accounting policies. That
is, they are both important to the portrayal of the company's financial
condition and results and they require management to make judgments and
estimates about matters that are inherently uncertain.

Revenue Recognition

     The Company recognizes sales and related costs upon delivery or shipment of
products to its customers. Sales are reduced by returns and allowances to
customers.

Accounts Receivable

     The Company records accounts receivable at the time revenue is recognized.
Amounts for bad debt expense are recorded in selling, general and administrative
expenses on the Consolidated Statements of Operations. The amount of the
allowance for doubtful accounts is based on management's estimate of the
accounts receivable amount that is uncollectible. Management records a general
reserve based on analysis of historical data. In addition, management records
specific reserves for receivable balances that are considered high-risk due to
known facts regarding the customer. The allowance for bad debts is reviewed
quarterly, and it is determined whether the amount should be changed. Failure of
a major customer to pay the Company amounts owed could have a material impact on
the financial statements of the Company. At March 4, 2005 and May 28, 2004, the
Company had accounts receivables in the amount of $7.0 million and $7.5 million,
net of an allowance for doubtful accounts of $0.3 million and $0.2 million,
respectively.

     On February 21, 2005, Winn Dixie Stores, Inc. and 23 of its subsidiaries
filed voluntary petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code. The bad debt expense related to these filings that the Company
recognized, net of tax, for this customer is approximately $489,000 for the
period ended March 4, 2005.

                                       16
<PAGE>


Inventories

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

Accrued Expenses

     Management estimates certain material expenses in an effort to record those
expenses in the period incurred. The most material accrued estimates relate to a
salary continuation plan for certain key executives of the Company, and to
insurance-related expenses, including self-insurance. Workers' compensation and
general liability insurance accruals are recorded based on insurance claims
processed as well as historical claims experience for claims incurred, but not
yet reported. These estimates are based on historical loss development factors.
Employee medical insurance accruals are recorded based on medical claims
processed as well as historical medical claims experienced for claims incurred
but not yet reported. Differences in estimates and assumption could result in an
accrual requirement materially different from the calculated accrual.


OTHER MATTERS

     Transactions with related parties, reported in Note 14 of the Notes to
Consolidated Financial Statements in the Annual Report to Stockholders for
fiscal year ended May 28, 2004 are conducted on an arm's-length basis in the
ordinary course of business.


LIQUIDITY AND CAPITAL RESOURCES

     Working Capital was $6.7 million at June 1, 2004 and $5.1 million at the
end of the fourteen weeks ended March 4, 2005. Net cash provided by operating
activities amounted to $0.64 million for the forty weeks this year compared to
$0.70 million for the thirty-nine weeks ended February 27, 2004.

     Additions to property, plant and equipment, net of disposals, were $2.30
million for the forty weeks ended March 4, 2005, which included $1.18 million
for transportation equipment and $0.93 million for manufacturing equipment, and
$0.53 million for the thirty-nine weeks ended February 27, 2004. Cash dividends
of $1.11 million were paid during this year's forty weeks ended March 4, 2005
compared to $1.11 million for the thirty-nine weeks ended February 27, 2004.
Cash in the amount of $52,992 was used to purchase treasury stock for the forty
weeks ended March 4, 2005, and none was used last year, and no cash was used to
increase investment securities this year or last year. The Company's current
ratio was 1.50 to 1.00 at March 4, 2005.

     The following table summarizes the significant contractual obligations of
the Company as of March 4, 2005:
<TABLE>
<CAPTION>
<S>                             <C>           <C>           <C>           <C>         <C>
Contractual Obligations            Total          2005        2006-2007    2008-2009   Thereafter
-----------------------         ------------  ------------  ------------  ----------  ------------

Long-Term Debt                  $       -0-   $   679,854   $   722,384   $ 475,798   $       -0-
Purchase Commitment               2,096,000     1,491,000       605,000         -0-           -0-
Salary Continuation Plan          1,901,567        95,948       216,448     253,870     1,335,301
                                ------------  ------------  ------------  ----------  ------------
Total Contractual Obligations   $ 3,997,567   $ 2,266,802   $ 1,543,832   $ 729,668   $ 1,335,301
                                ============  ============  ============  ==========  ============
</TABLE>

                                       17
<PAGE>


OFF-BALANCE SHEET ARRANGEMENT

     The Company entered into a five-year term product purchase commitment
during the year ending June 1, 2001 with a supplier. Under the terms of the
agreement the minimum purchase quantity and the unit purchase price were fixed
resulting in a minimum first year commitment of approximately $2,171,000. After
the first year, the minimum purchase quantity was fixed and the purchase unit
price was negotiable, based on current market. Subsequently, in September 2002,
the product purchase agreement was amended to fix the purchase unit price and
establish specific annual quantities.

Other Commitments

     The Company had letters of credit in the amount of $1,785,987 outstanding
at March 4, 2005 to support the Company's commercial self-insurance program.

     The Company signed a line of credit note with a financial institution with
a limit of $2,262,500 on July 6, 2004. The interest rate was a monthly variable
rate based on the LIBOR rate plus 1.75%. The purpose of the line of credit was
to pay off the current line of credit and to purchase new vehicles and plant
equipment. The line of credit note expired on December 1, 2004, at which time
the Company converted the line of credit into a note in the amount of $2,137,500
with a fixed monthly payment and maturity date collateralized by the above
equipment purchased. The interest rate on this note is also based on the LIBOR
rate plus 1.75%.

     The Company increased its line-of-credit agreement with a local bank to
permit 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.

     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 fourteen weeks ended March 4, 2005, net sales increased 12.1% from
the thirteen weeks ended February 27, 2004. This year's period included fourteen
weeks of snack food sales and costs. Without the extra week, total revenues
would have been up 4% which can be attributed to an increase in consumer demand
for Golden Flake products, an increase in the number of products offered for
sale to our consumers and a planned territory expansion on the western edge of
our current marketing area. This year's fourteen weeks cost of sales was 53.5%
of net sales compared to 54.0% for the thirteen weeks ended February 27, 2004,
and selling, general and administrative expenses were 49.1% of net sales for the
fourteen weeks ended March 4, 2005 and 50.1% for the thirteen weeks ended
February 27, 2004. The decrease was primarily due to the revenue growth.

     For the year-to-date net sales increased 6.5% in this year's forty week
period from last year's thirty- nine week period. Cost of sales was 53.2% of net
sales compared to 52.9% last year. Selling, general and administrative expenses
were 47.5% of net sales this year, and 48.1% last year.

                                       18
<PAGE>


The following tables compare manufactured products to resale products:

                            Manufactured Products-Resale Products

                       Fourteen Weeks Ended     Thirteen Weeks Ended
                           March 4, 2005          February 27, 2004

      Sales                             %                        %
                                     -------                  -------
Manufactured Products  $ 21,247,911    78.7%    $ 19,436,318    80.6%
  Resale Products         5,764,737    21.3%       4,666,040    19.4%
                       ------------- -------    ------------- -------
      Total            $ 27,012,648   100.0%    $ 24,102,358   100.0%


                                       GM                       GM
                                        %                        %
                                     -------                  -------
    Gross Margin
Manufactured Products  $ 10,172,479    47.9%    $  9,199,181    47.3%
   Resale Products        2,384,870    41.4%       1,881,208    40.3%
                       -------------            -------------
       Total           $ 12,557,349    46.5%    $ 11,080,389    46.0%


                            Manufactured Products-Resale Products

                         Forty Weeks Ended     Thirty-Nine Weeks Ended
                           March 4, 2005          February 27, 2004

      Sales                             %                        %
                                     -------                  -------
Manufactured Products  $ 60,790,225    79.3%    $ 57,785,080    80.3%
  Resale Products        15,840,609    20.7%      14,195,037    19.7%
                       ------------- -------    ------------- -------
      Total            $ 76,630,834   100.0%    $ 71,980,117   100.0%


                                       GM                       GM
                                        %                        %
                                     -------                  -------
    Gross Margin
Manufactured Products  $ 29,253,880    48.1%    $ 28,112,194    48.6%
   Resale Products        6,620,592    41.8%       5,801,968    40.9%
                       -------------            -------------
       Total           $ 35,874,472    46.8%    $ 33,914,162    47.1%

                                       19
<PAGE>


     The Company's gain on sales of assets for the fourteen weeks ended March 4,
2005 in the amount of $29,900 was from the sale of used transportation equipment
for cash.

     For last year's thirteen weeks ended February 27, 2004, the gain on sale of
assets was $2,787, which was from the sale of used transportation equipment for
cash.

     The Company's fourteen weeks of investment income decreased 0.5% from last
year. For the forty weeks, ended March 4, 2005, investment income was down 2.9%.

     The Company's effective tax rate for the fourteen weeks ended March 4, 2005
was -36.2% compared to -37.9%, for the thirty-nine weeks ended February 27, 2004
and -36.9% for the forty weeks ended March 4, 2005 and -39.7% for the
thirty-nine weeks ended February 27, 2004.


MARKET RISK

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

     The Company's investment securities consist of short-term marketable
securities. Presently these are variable rate money market mutual funds.
Assuming March 4, 2005 variable rate investment levels and bank loan balances, a
one-point change in interest rates would impact interest income by $51 on an
annual basis and interest expense by $28,780.

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


INFLATION

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


ENVIRONMENTAL MATTERS

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


FORWARD-LOOKING STATEMENTS

     This discussion contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Actual results
could differ materially from those forward-looking statements. Factors that may
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.

                                       20
<PAGE>


                                     ITEM 3
                                     ------

                          QUANTITATIVE AND QUALITATIVE
                          DISCLOSURE ABOUT MARKET RISK


     Included in Item 2, Management's Discussion and Analysis of Financial
Condition and Results of Operations- Market Risk beginning on page 20.

                                     ITEM 5
                                     ------

CONTROLS AND PROCEDURES

     The Company performed an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures as of
the end of the period covered by this quarterly report. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that as of the end of the period ended covered by this quarterly report, the
Company's disclosure controls and procedures were effective to ensure that
information required to be disclosed in reports that the Company files or
submits under the Securities and Exchange Act of 1934 is recorded, processed,
summarized and reported within the specified time periods.

     During the performance of the audit for the fiscal year ended May 28, 2004,
the Company's independent auditors, Dudley, Hopton-Jones, Sims & Freeman, PLLP
(the "Auditor"), identified and communicated to the Company material weaknesses
relating to the Company's accounting for its vacation pay (which was not in
conformity with generally accepted accounting principles ("GAAP")) and self
insured obligations. During the thirteen week period ended February 27, 2004,
the Company did not accrue for earned vacation pay and its liabilities were
understated for certain incurred as well as incurred but not reported
self-insured casualty claims and health costs. Based upon the forgoing, the
Company has restated its audited financial statements for fiscal year 2003 and
for the first three quarters of fiscal year 2004 to properly account for
accruals for its vacation pay and self-insured health and casualty obligations.
The Company believed, during the years being restated, that it was correctly
following proper accounting practices.


     The Company has accepted the recommendations of its Auditor to reduce the
recurrence of material weaknesses and is implementing policies and procedures to
strengthen the Company's internal controls, including, among other things, the
following: (1) developing written policies and procedures to be followed with
respect to accounting for vacation pay and self-insured obligations; (2)
formally designating management level personnel responsible for accounting for
vacation pay and self-insured obligations; (3) expanding internal audit
activities to include a quarterly examination of vacation pay and self-insured
obligations; (4) implementing a fully developed actuarially based method of
measuring liabilities related to self-insured obligations; and (5) implementing
quarterly communications among management, internal auditor, and the Audit
Committee prior to filing Forms 10-Q.

     Other than as described above, there has not been any change in the
Company's internal controls over financial reporting that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.

                                       21
<PAGE>


     PART II. OTHER INFORMATION


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

     (a)  Exhibit 31.1 Certification of Chief Executive Officer pursuant to
          Section 302 of the Sarbanes-Oxley Act of 2002.

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

          Exhibit 32.1 Certification of Chief Executive Officer pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002.

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


     (b)  Reports on Form 8-K:

          On January 6, 2005, we filed a current report on Form 8-K dated
          January 6, 2005 disclosing that on January 6, 2005, Golden
          Enterprises, Inc. issued a press release announcing its earnings for
          the thirteen weeks and twenty-six weeks ended November 26, 2004. A
          copy of the Earnings Press Release was attached as Exhibit 99.1.


                                   SIGNATURES

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


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


Dated: April 12, 2005                         /s/ Mark W. McCutcheon
                                              ----------------------
                                                  Mark W. McCutcheon
                                                  President and
                                                  Chief Executive Officer


Dated:  April 12, 2005                        /s/ Patty Townsend
                                              ------------------
                                                  Patty Townsend
                                                  Vice-President and
                                                  Chief Financial Officer
                                                  (Principal Accounting Officer)

                                       22