FORM 10-Q/A
                                 Amendment No. 1

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


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

For the quarterly (thirteen weeks) period ended September 2, 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
------------------------------------------------   -----------------------------
(Address of Principle Executive Offices)                 (Zip Code)



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

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

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

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

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of September 30, 2005.

                                                         Outstanding at
          Class                                        September 30, 2005
          -----                                        ------------------
Common Stock, Par Value $0.66 2/3                          11,835,330




<PAGE>


EXPLANATORY NOTE:

This Amendment No. 1 on Form 10-Q/A is being filed with respect to our
quarterly report on Form 10-Q for the quarterly period ended September 2, 2005,
filed with the Securities and Exchange Commission on October 7, 2005. This
Amendment No. 1 reflects the correction of a typographical error for the amount
of "Total current assets" from the incorrect amount of $16,008,567 to the
correct amount of $15,333,921, which appears on Page 3 of Part 1. Financial
Statements, Item 1. Condensed Consolidated Balance Sheets.

                                       1A

<PAGE>



                            GOLDEN ENTERPRISES, INC.

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

Part I.             FINANCIAL INFORMATION                                                         Page No.

Item 1              Consolidated Financial Statements (unaudited)

                    Condensed Consolidated Balance Sheets
                    September 2, 2005 (unaudited) and June 3, 2005                                   3

                    Condensed Consolidated Statements of Operations (unaudited)
                    Thirteen Weeks Ended September 2, 2005 and August 27, 2004
                                                                                                     4
                    Condensed Consolidated Statements of Cash Flows
                    (unaudited)- Thirteen Weeks Ended September 2, 2005 and
                    August 27, 2004                                                                  5

                    Notes to Condensed Consolidated Financial
                    Statements (unaudited)                                                           7

                    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                                                     16

Item 5              Controls and Procedures                                                          16

Part II.            OTHER INFORMATION                                                                16

Item 1              Legal Proceedings                                                                16

Item 2              Unregistered Sales of Equity Securities and Use of Proceeds                      16

Item 3              Defaults Upon Senior Securities                                                  16

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

Item 5              Other Information                                                                17

Item 6              Exhibits                                                                         17


</TABLE>




                                       2
<PAGE>



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

<TABLE>
<CAPTION>


                                                                                     September 2,           June 3,
                                                                                         2005                2005
                                                                                   -----------------     ---------------
                                                                                     (Unaudited)           (Audited)
                          ASSETS



<S>                                                                                    <C>                 <C>
Cash and cash equivalents                                                              $    290,087        $    371,204
Receivables, net                                                                          7,798,869           7,691,464
Note Receivable, current                                                                     50,556              49,558
  Inventories:
Raw material and supplies                                                                 1,188,764           1,100,715
Finished goods                                                                            2,662,266           2,869,352
                                                                                          ---------           ---------

                                                                                          3,851,030           3,970,067
                                                                                          ---------           ---------



  Prepaid expense                                                                         2,753,424           2,436,748
Deferred income taxes                                                                       589,946             589,946
                                                                                            -------             -------
Total current assets                                                                     15,333,912          15,108,987
                                                                                         ----------          ----------


Property, plant and equipment, net                                                       14,053,257          14,247,036
Long-term Note Receivable                                                                 1,757,409           1,770,428
Other assets                                                                              3,249,334           3,275,296
                                                                                          ---------           ---------


                                                                                       $ 34,393,912        $ 34,401,747
                                                                                         ==========        ============

                          LIABILITIES AND STOCKHOLDERS' EQUITY

     Current Liabilities:

Checks outstanding in excess of bank balances                                          $  1,532,543        $  1,493,153
Accounts payable                                                                          2,889,214           2,270,035
Other accrued expenses                                                                    4,615,471           4,701,726
Salary continuation plan                                                                    106,004             103,912
Bank note                                                                                   723,702             690,332
Line of credit outstanding                                                                  565,678             522,008
                                                                                            -------             -------

Total current liabilities                                                                10,432,612           9,781,166
                                                                                         ----------           ---------

     Long-Term Liabilities:
Note payable-bank, non-current                                                              806,447           1,013,846
Salary Continuation Plan                                                                  1,718,101           1,735,885
                                                                                          ---------           ---------

Total long-term liabilities                                                               2,524,548           2,749,731
                                                                                          ---------           ---------

Deferred income taxes                                                                       964,047             964,047
                                                                                            -------             -------

     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                                                                        15,433,150          15,867,248
                                                                                         ----------          ----------

                                                                                         31,150,299          31,584,397

Less:  Cost of common shares in treasury (1,993,463 at
          September 2, 2005 and June 3, 2005)                                          (10,677,594)        (10,677,594)
                                                                                       ------------        ------------

Total stockholders' equity                                                               20,472,705          20,906,803
                                                                                         ----------          ----------

     Total                                                                             $ 34,393,912        $ 34,401,747
                                                                                       ============        ============

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

                                       3
<PAGE>


GOLDEN ENTERPRISES, INC. AND SUBSIDARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>


                                                                                                Thirteen Weeks Ended
                                                                                           September 2,           August 27,
                                                                                               2005                 2004
                                                                                        ------------------------------------


<S>                                                                                   <C>                   <C>
Net Sales                                                                             $         26,031,836  $      24,766,426
Cost of sales                                                                                   14,227,905         13,022,389
                                                                                        -------------------    ---------------
Gross margin                                                                                    11,803,931         11,744,037


Selling, general and administrative expenses                                                    11,965,810         11,549,736
                                                                                        -------------------    ---------------
  Operating (loss) income                                                                         (161,879)           194,301
                                                                                        -------------------    ---------------
Other income (expenses):
  Investment income                                                                                 36,875             37,519
  Gain on sale of assets                                                                            78,634             12,952
  Other income                                                                                       8,868             98,669
  Interest expense                                                                                 (64,231)           (44,916)
                                                                                        -------------------    ---------------
  Total other income (expenses)                                                                     60,146            104,224
                                                                                        -------------------    ---------------

(Loss) income before taxes                                                                        (101,733)           298,525
Provision for income taxes                                                                         (37,491)           110,350
                                                                                        -------------------    ---------------
Net (loss) income                                                                     $            (64,242)  $        188,175
                                                                                        ===================    ===============

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

Weighted average number of common stock shares outstanding:
  Basic                                                                                         11,835,330         11,852,830
  Diluted                                                                                       11,861,949         11,852,830

Cash dividends paid per share of common
Stock                                                                                 $             0.0313  $          0.0313
                                                                                        ===================    ===============

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






                                       4
<PAGE>




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


<TABLE>
<CAPTION>

                                                                                                  Thirteen Weeks Ended

                                                                                                September 2, August 27,
                                                                                                    2005        2004
                                                                                                ----------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                                             <C>         <C>
 Cash received from customers                                                                   $25,924,431 $24,838,946
 Interest income                                                                                     36,875      37,519
 Rental income                                                                                        8,556       5,440
 Other operating cash payments                                                                          312      93,229
 Cash paid to suppliers & employees for cost of goods sold                                      (13,070,741)(12,428,973)
 Cash paid to suppliers & employees for selling, general & administrative                       (12,164,284)(11,305,812)
 Income taxes (paid)                                                                                    -0-         -0-
 Interest expenses paid                                                                             (64,231)    (44,916)
                                                                                                ------------ ------------
 Net cash from operating activities                                                                 670,918   1,195,433

CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of property plant & equipment                                                            (413,931)   (825,128)
 Proceeds from sale of property, plant & equipment                                                  110,700      32,143
 Collection of notes rec.                                                                            12,021      11,099
                                                                                                ------------ ------------
 Net cash used in investing activities                                                             (291,210)   (781,886)

CASH FLOWS FROM FINANCING ACTIVITIES

 Debt proceeds                                                                                    5,378,745   1,506,662
 Debt repayments                                                                                 (5,509,104)   (999,562)
 Increase  in checks outstanding in excess of bank balance                                           39,390     119,934
 Purchases of treasury shares                                                                           -0-         -0-
 Proceeds from exercise of stock options                                                                -0-         -0-
 Cash dividends paid                                                                               (369,856)   (370,403)
                                                                                                ------------ ------------
 Net cash (used in) provided by financing activities                                               (460,825)    256,631

Net change in cash and cash equivalents                                                             (81,117)    670,178
Cash and Cash equivalents at beginning of period                                                    371,204     565,195
                                                                                                ------------ ------------
Cash and Cash equivalents at end of period                                                      $   290,087 $ 1,235,373
                                                                                                ============ ============
</TABLE>


                                       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

CASH FLOWS FROM OPERATING ACTIVITIES

<TABLE>
<CAPTION>





                                                                           Thirteen Weeks Ended

                                                                   September 2,            August 27,
                                                                       2005                   2004
                                                                 ---------------------------------------



<S>                                                              <C>                     <C>
 Net (Loss) income                                               $       (64,242)        $      188,175
 Adjustment to reconcile net (loss) income  to net
   cash provided by operating activities:
   Depreciation and amortization                                         575,644                547,387
   Deferred income taxes                                                     -0-                (60,191)

   Gain on sale of property and equipment                                (78,634)               (12,952)

Changes in operating assets and liabilities:
Change in receivable- net                                               (107,405)                72,520
Change in inventories                                                    119,037               (338,889)
Change in pre-paid expenses                                             (316,676)                (3,652)
Change in other assets- long term                                         25,962                (20,487)
Change in accounts payable                                               619,179                932,305
Change in accrued expenses                                               (86,255)               (94,053)
Change in salary continuation plan accrual                               (15,692)               (14,730)
                                                                 ----------------      -----------------

Net cash provided by operating activities                        $       670,918        $     1,195,433
                                                                 ----------------      -----------------





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







                                       6
<PAGE>


                     GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


1.   The accompanying unaudited condensed consolidated financial statements of
     Golden Enterprises, Inc. (the "Company") have been prepared in accordance
     with accounting principles generally accepted in the United States of
     America (GAAP) for interim financial information and with the instructions
     to Form 10-Q and Article 10 to Regulation S-X. Accordingly, they do not
     include all information and footnotes required by GAAP for complete
     financial statements. In the opinion of management, all adjustments
     consisting of normal recurring accruals considered necessary for a fair
     presentation have been included. For further information, refer to the
     consolidated financial statements and footnotes included in the Golden
     Enterprises, Inc. and subsidiary ("the Company") Annual Report on Form 10-K
     for year ended June 3, 2005.

2.   The consolidated results of operations for the thirteen weeks ended
     September 2, 2005 are not necessarily indicative of the results to be
     expected for the fifty-two week fiscal year ending June 2, 2006. Certain
     prior year amounts have been reclassified to conform to the current year
     presentation.

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

4.   The following tables summarize the prepaid assets accounts:


                                Prepaid Breakdown

<TABLE>
<CAPTION>


                                                                 September 2, 2005                 August 27, 2004
                                                                 -----------------                 ---------------

<S>                                                                 <C>                               <C>
      Truck Shop Supplies                                           $      657,189                    $    707,698
      Insurance Deposit                                                    393,155                         393,155
      Slotting Fees                                                        247,473                         301,338
      Deferred Advertising Fees                                            543,004                         543,004
      Prepaid Insurance                                                    690,971                         146,775
      Prepaid Taxes/ Licenses                                              149,106                         138,902
      Prepaid Dues/ Supplies                                                 6,978                           6,686
      Other                                                                 65,548                          59,037
                                                                            ------                          ------

                                                                       $ 2,753,424                     $ 2,296,595
                                                                       ===========                     ===========
</TABLE>

                                       7
<PAGE>


5.   The principal raw materials used in the manufacture of the Company's snack
     food products are potatoes, corn, vegetable oils and seasoning. The
     principal supplies used are flexible film, cartons, trays, boxes and bags.
     These raw 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.


6.   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 7 below.


7.   The following table provides a reconciliation of the denominator used in
     computing basic earnings per share to the denominator used in computing
     diluted earnings per share for the thirteen weeks ended September 2, 2005
     and August 27, 2004:

<TABLE>
<CAPTION>
<S>                                                                                   <C>              <C>
                                                                               September 2, 2005  August 27, 2004
                                                                               -----------------  ---------------
            Weighted average number of common shares used in computing
            basic earnings per share                                                  11,835,330       11,852,830

            Effect of dilutive stock options                                              26,619                0
                                                                                      ----------      -----------

            Weighted average number of common shares and dilutive
            potential common stock used in computing dilutive earnings
            per share                                                                 11,861,949       11,852,830
                                                                                      ==========       ==========

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


8.   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.

<TABLE>
<CAPTION>
                                                                                      Thirteen Weeks Ended
                                                                               September 2, 2005    August 27, 2004
                                                                               -----------------    ---------------
<S>                                                                            <C>                  <C>
             Net (loss) income as reported                                     $        (64,242)    $       188,175

             Stock based compensation costs, net of income
               tax, that would have been included in net
               income if the fair value method had been                                  (2,614)             (2,614)
                                                                                ----------------    ---------------
             Pro-forma net (loss) income                                       $        (66,856)    $       185,561
                                                                                ================    ===============

             Earnings per share as reported-basic                              $           (.01)    $           .02

             Earnings per share as reported-diluted                            $           (.01)    $           .02

             Pro-forma earnings per share-basic                                $           (.01)    $           .02
             Pro-forma earnings per share-diluted                              $           (.01)    $           .02
</TABLE>


9.   The Company entered into a five year term product purchase commitment
     during the year ending May 31, 2001 with a supplier. Under the terms of the
     agreement the minimum purchase quantity and the unit purchase price were
     fixed resulting in a minimum first year commitment of approximately
     $2,171,000. After the first year, the minimum purchase quantity was fixed
     and the purchase unit price was negotiable, based on current market.
     Subsequently, in September 2002, the product purchase agreement was amended
     to fix the purchase unit price and establish specific annual quantities.

                                       8
<PAGE>

10.  The interest rate on the Company's bank debt is reset monthly to reflect
     the 30 days LIBOR rate. Consequently, the carrying value of the bank debt
     approximates fair value. During the thirteen weeks ended September 2, 2005
     the Company's bank debt was decreased by $.13 million compared to an
     increase of $.51 million last year. The interest rate at September 2, 2005
     was 5.26% compared to 3.29% at August 27, 2004.

11.  The Company has a letter of credit in the amount of $3,084,365 outstanding
     at September 2, 2005 to support the Company's commercial self-insurance
     program.

12.  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 at September 2,
     2005 was $565,678 with an interest of 6.50%.

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.



                                       9
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





We have reviewed the accompanying interim consolidated balance sheet of Golden
Enterprises, Inc. and subsidiary as of September 2, 2005 and the related interim
consolidated statements of income and cash flows for the thirteen week period
then ended. These financial statements are the responsibility of the Company's
management.

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

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

We previously audited in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheet as of
June 3, 2005 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 August 5, 2005 we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying condensed consolidated balance
sheet as of June 3, 2005, is fairly stated in all material respects in relation
to the consolidated balance sheet from which it has been derived.

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






Birmingham, Alabama
October 7, 2005                        DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP



                                       10
<PAGE>


                                     ITEM 2
                                     ------

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

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

OVERVIEW

The Company manufactures and distributes a full line of snack items, such as
potato chips, tortilla chips, corn chips, fried pork skins, baked and fried
cheese curls, onion rings and puff corn. The products are all packaged in
flexible bags or other suitable wrapping material. The Company also sells a line
of cakes and cookie items, canned dips, pretzels, peanut butter 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 448 route representatives who are supplied with selling inventory
by the Company's trucking fleet. All of the route representatives are employees
of the Company and use the Company's direct-store delivery system.

BASIS OF PRESENTATION

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company's discussion and analysis of its financial condition and results of
operations are based upon the Company's unaudited condensed consolidated
financial statements, the preparation of which in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that in certain circumstances
affect amounts reported in the consolidated financial statements. In preparing
these financial statements, management has made its best 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.

                                       11
<PAGE>

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

Revenue Recognition

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

Change in Accounting Policy

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

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

Accounts Receivable

The Company records accounts receivable at the time revenue is recognized.
Amounts for bad debt expense are recorded in selling, general and administrative
expenses on the Consolidated Statements of Operations. The amount of the
allowance for doubtful accounts is based on management's estimate of the
accounts receivable amount that is uncollectible. Management records a general
reserve based on analysis of historical data. In addition, management records
specific reserves for receivable balances that are considered high-risk due to
known facts regarding the customer. The allowance for bad debts is reviewed
quarterly, and it is determined whether the amount should be changed. Failure of
a major customer to pay the Company amounts owed could have a material impact on
the financial statements of the Company. At September 2, 2005 and June 3, 2005
the Company had accounts receivables in the amount of $7.8 million and $7.4
million, net of an allowance for doubtful accounts of $0.1 million and $0.2
million, respectively.

The following table summarizes the Company's customer accounts receivable
profile as of September 2, 2005:
<TABLE>
<CAPTION>

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

<S>                 <C>                                                                         <C>
          Less than $1,000.00.................................                                  1,443
          $1,001.00-$10,000.00................................                                    546
          $10,001.00-$100,000.00..............................                                    111
          $100,001.00-$500,000.00.............................                                      7
          $500,001.00-$1,000,000.00...........................                                      0
          $1,000,001.00-$2,500,000.00.........................                                      1

          Total All Accounts..................................                                  2,108
                                                                                                =====
</TABLE>



                                       12
<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. In 2005, the Company
adopted the use of a third-party actuary to estimate the casualty insurance
obligations on an annual basis. In determining the ultimate loss and reserve
requirements, the third-party actuary uses various actuarial assumptions
including compensation trends, health care cost trends and discount rates. The
third-party actuary also uses historical information for claims frequency and
severity in order to establish loss development factors.


OTHER MATTERS

Transactions with related parties, reported in Note 14 of the Notes to
Consolidated Financial Statements in the Annual Report to Stockholders for
fiscal year ended June 3, 2005 are conducted on an arm's-length basis in the
ordinary course of business.


LIQUIDITY AND CAPITAL RESOURCES

Working Capital was $5.3 million at June 3, 2005 and $5.6 million at the end of
the first quarter. Net cash provided by operating activities amounted to $0.7
million for the first quarter this year compared to $1.20 million for last
year's first quarter.

Additions to property, plant and equipment, net of disposals, were $0.20 million
this year, and $0.81 million last year. Cash dividends of $0.37 million were
paid during this year's first quarter compared to $0.37 million last year. No
cash was used to purchase treasury stock this year, and no cash was used to
increase investment securities this year. The Company's current ratio was 1.53
to 1.00 at September 2, 2005.

The following table summarizes the significant contractual obligations of the
Company as of September 2, 2005:

<TABLE>
<CAPTION>


Contractual Obligations              Total           2006        2007-2008       2009-2010       Thereafter
-----------------------              -----           ----        ---------       ---------       ----------
<S>                             <C>           <C>             <C>             <C>                <C>     <C>
Long-Term Debt                  $  1,530,149  $      723,702  $      567,533  $     238,914      $       -0-

Purchase Commitment                  605,000         605,000             -0-           -0-              -0-
Salary Continuation Plan           1,824,105         106,004         239,133        280,476       1,198,492
                                   ---------         -------         -------        -------       ---------
Total Contractual Obligations   $  3,959,254  $    1,434,706  $      806,666  $     519,390  $    1,198,492
                                   =========       =========         =======        =======       =========
</TABLE>



                                       13
<PAGE>


OFF-BALANCE SHEET ARRANGEMENT

The Company entered into a five-year term product purchase commitment during the
year ending May 31, 2001 with a supplier. Under the terms of the agreement the
minimum purchase quantity and the unit purchase price were fixed resulting in a
minimum first year commitment of approximately $2,171,000. After the first year,
the minimum purchase quantity was fixed and the purchase unit price was
negotiable, based on current market. Subsequently, in September 2002, the
product purchase agreement was amended to fix the purchase unit price and
establish specific annual quantities.

Other Commitments

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

OPERATING RESULTS

For the thirteen weeks ended September 2, 2005, net sales increased 5% from the
comparable period in fiscal 2005. This year's first quarter cost of sales was
54.7% of net sales compared to 52.6% last year, and selling, general and
administrative expenses were 46.0% of net sales this year and 46.6% last year.

The following tables compares manufactured products to resale products:
<TABLE>
<CAPTION>



                      Manufactured Products-Resale Products

                                           Thirteen Weeks Ended          Thirteen Weeks Ended
                                             September 2, 2005              August 27, 2004

                   Sales                                         %                             %
                                                                 -                             -
<S>                                     <C>                    <C>         <C>               <C>
           Manufactured Products        $  20,636,098          79.3%       $19,939,801       80.5%
              Resale Products               5,395,738          20.7%         4,826,625       19.5%
                                        -------------          -----         ---------       -----
                   Total                $  26,031,836         100.0%       $24,766,426      100.0%



                                                                GM                            GM
                                                                 %                             %
                                                                 -                             -
                Gross Margin
           Manufactured Products          $9,720,624           47.1%        $9,789,502       49.1%
              Resale Products              2,082,967           38.6%         1,954,535       40.5%
                                        -------------                      -----------
                   Total                $ 11,803,931           45.3%       $11,744,037       47.4%


</TABLE>



                                       14
<PAGE>

The Company's Gain on sales of assets for the thirteen weeks ended in the amount
of $78,634 was from the sale of used transportation equipment and property for
cash.

For last year's thirteen weeks the Gain on sale of assets was $12,952 from the
sale of used transportation equipment for cash.

The Company's investment income decreased 2.0% from last year.

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

UNCERTANTIES

On August 29th, Hurricane Katrina ravaged the Gulf Cost Region of Alabama,
Mississippi and Louisiana. The hurricane impacted our employees, customers and
Golden Enterprises property. The total assessment of this impact has yet to be
determined. All of our employees in this region are safe, many however are
displaced. The Company does not anticipate a material effect from Katrina's
impact.

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 September
2, 2005 variable rate investment levels and bank loan balances, a one-point
change in interest rates would impact interest income by $50 on an annual basis
and interest expense by $15,301.

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.


                                       15
<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 14.

                                     ITEM 4
                                     ------

                             CONTROLS AND PROCEDURES

The Company performed an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures as of
the end of the period covered by this quarterly report. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that as of the end of the period 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.

                            PART II OTHER INFORMATION

                                     ITEM 1
                                     ------

                                LEGAL PROCEEDINGS

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


                                     ITEM 2
                                     ------

                     UNREGISTERED SALES OF EQUITY SECURITIES
                               AND USE OF PROCEEDS

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


         Registrant Purchases of Equity Securities.

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

                                     ITEM 3
                                     ------

                         DEFAULTS UPON SENIOR SECURITIES


         Not applicable.


                                       16
<PAGE>



                                     ITEM 4
                                     ------

                            SUBMISSION OF MATTERS TO
                           A VOTE OF SECURITY HOLDERS


         Not Applicable.

                                     ITEM 5
                                     ------

                                OTHER INFORMATION


         Not Applicable.

                                     ITEM 6
                                     ------

                                    EXHIBITS


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


     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).


                                       17
<PAGE>

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


     (10) Material Contracts.


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


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

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


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


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


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


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

                                       18
<PAGE>


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

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


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


     (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. May 31, 2005 Form 10-K filed with the Commission)


     (31) Certifications


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


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

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

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





                                       19
<PAGE>


                                   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 13, 2005             /s/Mark W. McCutcheon
        ----------------             ---------------------
                                        Mark W. McCutcheon
                                        President and
                                        Chief Executive Officer




 Dated:  October 13, 2005            /s/ Patty Townsend
         ----------------            ------------------
                                       Patty Townsend
                                       Vice-President and
                                       Chief Financial Officer
                                       (Principal Accounting Officer)



                                       20