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

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

For the quarterly period ended November 30, 2002

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___________________
 (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.)

Suite 208, 2140 11th Avenue, South
           Birmingham, Alabama		       35205
_________________________________	      ______________________

(205) 933-9300
(Registrants 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 issuers classes of common stock, as of ecember 31, 2002.

							Outstanding at
	       Class			    December 31, 2002
Common Stock, Par Value $0.66 2/3	    	   11,883,305













                   GOLDEN ENTERPRISES, INC.

                         INDEX

Part I.	Financial Information			Page No.

Item 1	Condensed Consolidated
		Balance Sheets

		November 30, 2002 and
		May 31, 2002			         3

Item 1	Condensed Consolidated Statements
		of Operations Three Months and
		Six Months ended
 		November 30, 2002 and 2001	         4

Item 1	Condensed Consolidated Statements
		of Cash Flows- Six Months Ended
		November 30, 2002 and 2001             5

Item 1	Notes to Condensed Consolidated
		Financial Statements	               6

Item 1	Independent Accountants Report        7

Item 2	Managements Discussion and Analysis
		of Financial Condition and Results
		of Operations	 		  8,9,10,11

Item 3	Quantitative and Qualitative
		Disclosure About Market Risk	         12

Item 4	Controls and Procedures		         12


Part II.	Other Information


Item 6	Exhibits and Report on Form 8-K        13













ITEM 1-	PART I.  FINANCIAL INFORMATION

		GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

		CONDENSED CONSOLIDATED BALANCE SHEETS

					November 30,	    May 31,
					  2002		     2002
				     (Unaudited)	      (Audited)
	ASSETS

Cash and cash equivalents  	  $172,177 	       $286,480
Investment securities		   103,464 	         15,998
Receivables, net			 8,382,759 	      9,750,661
Note receivable, current	    47,785 	         45,918
  Inventories:
Raw material and supplies	 2,165,255 	      1,605,640
Finished goods			 2,749,736 	      3,604,482

				       4,914,991 	      5,210,122

Prepaid expense			 4,909,065 		4,031,037

Total current assets		18,530,241 	     19,340,216

Property, plate and
 equipment, net	            16,143,817 	     17,096,260
Long-term note receivable	 1,957,350 	      1,981,718
Other assets		 	 2,800,673 		2,800,673

				     $39,432,081 	    $41,218,867

	LIABILITIES AND STOCKHOLDERS EQUITY

  Current Liabilities
Checks outstanding in
  excess of bank
  balance		            $1,238,635 		 $621,326
Accounts payable	 	       2,951,887 	      2,803,182
Accrued and deferred
  Income taxes		         673,663 	        607,489
Other accrued expenses		   926,552 		  975,047
Salary continuation plan	    85,132 	         81,805
Note payable- bank, current	   813,491 	        850,410

Total current
 liabilities	             6,689,360 	      5,939,259

  Long-Term
   Liabilities
Salary continuation
  plan		             1,902,672 	      1,932,586
Note payable-
  bank, non-current            2,581,205 	      3,150,020

Total long-term
  liabilities:	             4,483,877 	      5,082,606

Deferred income
 taxes		               514,211 	        551,742

   Stockholders Equity
Common Stock - $66 -
  2/3 par value:                9,219,195 	9,219,195
35,000,000 shares
   Authorized	              6,497,954       6,497,954
Retained earnings		        2,560,661      24,461,288

                               38,277,810      40,178,437

Less: Cost of common shares
 In treasury (1,945,488 at
 November 30, 2002 and
 May 31, 2002)	            (10,533,177)   (10,533,177)

Total stockholders
  equity	 	              27,744,633     29,645,260

  Total		             $39,432,081    $41,218,867



ITEM 1-	GOLDEN ENTERPRISES, INC AND SUBSIDIARY

	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


			 Three Months Ended	         Six Months Ended
			   NOVEMBER 30,	           NOVEMBER 30,
		    2002		2001	     2002	       2001


(UNAUDITED)

 Net sales	 $23,424,863 	 $25,058,717 	  $48,228,286 	    $50,915,441
 Cost of
   sales	  12,697,000 	  13,006,626 	   25,594,329 	     26,040,829
 Gross margin	  10,727,863 	  12,052,091 	   22,633,957 	     24,874,612

Selling,
 general and
 administrative
 expenses	   11,349,067 	   11,153,514 	   23,544,964 	     22,520,655
  Operating
   income	    (621,204)	      898,577 	     (911,007)	      2,353,957
Other income
 (expenses):
  Investment
   income	      41,632 	       50,222 	       83,050 	        116,088
  Gain on sale
  of assets	       9,300 	       (5,379)	      246,589 	        151,912
  Other income	      22,605 		27,209 	       45,944 		  56,021
  Interest
   expense	     (70,715)	      (51,076)	     (140,817)		(83,551)
    Total other
     income
     (expenses)       2,822 		20,976 	      234,766 		240,470



    Income
     (loss)
      before
      income
      taxes	   (618,382)	      919,553 	     (676,241)		 2,594,427
Income
 tax
 expense	   (236,853)	      354,449 	     (261,031)		   969,354
Net income
 (loss)		  $(381,529)	     $565,104 	    $(415,210)	       $1,625,073

PER SHARE OF COMMON STOCK:
  Net
  income
  (loss)	    -$0.03		 $0.05	       -$0.03		     $0.14

Weighted
  average
  number
  of common
  shares
  outstanding	11,883,305	    11,897,288	   11,883,305		11,912,528

Cash
 dividends
 paid per
 share of
 common stock	   $0.0625	      $0.0625	     $0.1250		   $0.1250


See Accompanying Notes to Condensed Consolidated Financial Statements.




		  	             ITEM 1
		              GOLDEN ENTERPRISES, INC.
                              AND SUBSIDIARY

		           CONDENSED CONSOLIDATED STATEMENTS
                               OF CASH FLOWS

			                     (UNAUDITED)


					          SIX MONTHS ENDED
					  November 30,	  November 30,
					    2002		      2001

Cash flows from operating
  activities:
  Net income  (Loss)		 $(415,210)		       $1,625,073
    Adjustment to reconcile net income
     to net	cash provided by
     operating activities:
    Depreciation and
    amortization 		        1,287,773 	         1,235,076
    Deferred income
     taxes		  	          (37,531)	           (75,835)
    Gain on sale of
     property and
      equipment	               (246,589)		    (151,912)


Changes in operating assets and liabilities:

Decrease (Increase)
 in receivable- net	        1,367,902 	          (79,075)
Decrease (Increase)
 in inventories		          295,131 	       (1,916,673)
(Increase) in
  pre-paid expenses		   (878,028)		 (1,483,342)
Decrease in
 other assets-
 long term			                0 		          1
Increase in accounts payable	    148,705 	          299,509
Increase in accrued
  income taxes		           66,174 		          0
(Decrease) increase
  in accrued expenses	          (48,495)		     21,399
(Decrease) increase
in salary continuation	          (26,587)		     43,690

Net cash
 provided by
 (used in)
 operating
 activities			        1,513,245 		   (482,089)
Cash flows from
 investing activities:
Purchase of property,
 plant and equipment	         -444,541		       -4,453,964
Proceeds from
 sale of property,
 plant and
 equipment				    355,800		          293,994
Collection of
 note receivable		           22,501		           20,777
Investment
 securities available-
 for sale:
  Purchases			 	 -1,957,466	  	       -5,261,047
  Proceeds from
   disposal			        1,870,000	  	        7,745,325
Net cash  (used in)
  Investing activities		   (153,706)		 (1,654,915)


Cash flows from
 financing activities:
Debt proceeds			    	    0		        2,088,316
Debt repayments		         -605,734	            	    0
Increase in checks
  outstanding in
  excess of bank
  balances			          617,309		         1,265,860
Purchases of
 treasury shares		                0		          -165,880
Cash dividends paid	       -1,485,417		        -1,488,607

  Net cash (used in)
   provided by
   financing activities	        (1,473,842)		   1,699,689

Net (decrease)
 in cash and
 cash equivalents		          (114,303)	          (437,315)
Cash and cash
  equivalents at
  beginning of year	           286,480 	            710,278

Cash and cash
  equivalents at
   end of quarter		          $172,177 		     $272,963


Supplemental information:
  Cash paid
  during the year for:
   Income taxes		           $49,267 	         $1,409,853
   Interest			           140,817 	             83,551

See Accompanying Notes to Condensed Consolidated Financial Statements.



                         ITEM 1

        GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

          NOTES TO CONDENSED CONSOLIDATED
               FINANCIAL STATEMENTS

NOTE 1- BASIS OF PRESENTATION

1. 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 year ended May 31, 2002.

	As of June 1, 2001, the Company changed its method
of accounting with regard to slotting fees.  The Company
previously expensed slotting fees as incurred. As of
June 1, 2001 payments for slotting fees were capitalized
and amortized  over the expected benefit period, which
is generally one year.  The change in accounting
resulted in a pre-tax adjustment in the second quarter
of fiscal 2002 of 	$39,924  The net effect increased
earnings $24,169 net of $15,755 of taxes or $0.00 per share.
This change in accounting also resulted in corresponding
changes to net income, accrued income taxes and prepaid
expenses in the	Consolidated Statement of Cash flows
unaudited) for six-months ended November 30, 2001.

NOTE 2- RECLASSIFICATION

2.	Reclassifications have been made in the second quarter
of the fiscal year 2002 statement of operations to conform
to classifications used in the current year in accordance
with EITF No. 01-09, Accounting for Consideration Given
by a Vendor to a Customer or Reseller of the Vendors
Products.  EITF 01-09 was effective for the Company
beginning March 1, 2002 and	requires certain
payments made to customers by the Company, that were
previously classified as selling, general and
administrative expenses	to be classified as reductions
in net sales.  The Company reclassified as
reductions in net sales approximately $2,886,000
of selling expenses, which were previously classified as
selling, general and administrative expenses in the
statement of operations for the quarter ended
November 30, 2001.

NOTE 3-

3.	The results of operations for the six months ended
November 30, 2002 and 2001 are not necessarily indicative of
the results to be expected for the full year.

       INDEPENDENT ACCOUNTANTS REPORT

We have reviewed the accompanying interim consolidated balance
sheet of Golden Enterprises, Inc. and subsidiary as of
November 30, 2002 and the related interim consolidated
statements of operations and cash flows for the six-month
period then ended.  These financial statements are the
responsibility of the Companys management.

We conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants.  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
auditing standards generally accepted in the United States
of America, 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.

Birmingham, Alabama
January 13, 2003			DUDLEY, HOPTON-JONES,
                              SIMS & FREEMAN PLLP


                             ITEM 2

                  MANAGEMENTS DISCUSSION AND
                ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

Basis of Presentation

	The Companys 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.

	As of June 1, 2001, the Company changed its
method of accounting with regard to slotting fees.
The Company previously expensed slotting fees as
incurred. As of June 1, 2001, payments for slotting
fees were capitalized and amortized over the expected
benefit period, which is generally one year.  The change
in accounting resulted in a pre-tax adjustment in the
second quarter of fiscal 2002 of $39,924.  The net
effect increased earnings $24,169 net of $15,755 of
taxes or $0.00 per share.  This change in accounting
also resulted in corresponding changes to net income,
accrued income taxes and prepaid expenses in the
Consolidated Statement of Cash Flows (unaudited)
for the six months ended November 30, 2001.

	Reclassifications have been made in the second
quarter of fiscal 2002 statement of operations to
conform to classifications used in the current year
in accordance with EITF No. 01-09, Accounting
for Consideration Given by a Vendor to a Customer or
Reseller of the Vendors Products, EITF 01-09 was
effective for the Company beginning March 1, 2002 and
requires certain payments made to customers by the
Company that were previously classified as selling, general
and administrative expenses, to be classified as
reductions in net sales.  The Company reclassified as
reductions in net sales approximately $2,886,000 of
selling expenses which were previously classified as
selling, general and administrative expenses in the
statement of operations for the quarter ended November 30, 2001.

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

	The Company does not have off-balance sheet arrangement,
financings, or other relationships with unconsolidated entities
or other persons, also known as special purpose entities.
Transactions with related parties, reported in Note 15 of
Notes to Consolidated Financial Statements in the Annual
Report to Stockholders for fiscal year ended May 31, 2002
are conducted on an arms-length basis in the ordinary course
of business.

Liquidity and Capital Resources

	Working Capital was $13.4 million at June 1, 2002 and
$11.8 million at the end of the second quarter.  Net cash
provided by operating activities amounted to $1.51 million
for the six months  this year compared to $.48 million used
for last years first six months.

Additions to property, plant and equipment, net of disposals,
were $.34 million this year and $4.31 million last year.
Cash dividends of $1.49 million were paid during this years
first six months compared to $1.49 million last year.
 No cash was used to purchase treasury stock this year
and $.17 million was used last year, and $0.09 million of
cash was used to increase investment securities this
year compared to a net decrease in investment
securities providing $2.48 million of cash last year.
The Companys current ratio was 2.77 to 1.00 at
November 30, 2002.

On January 7, 2003 the quarterly cash dividend
was reduced 50% to $.03125 per share due to lower
earnings caused by sales weakness in the U.S. salty
snack category and significant increases in
employee medical costs.

Operating Results

	For the three months ended November 30, 2002, net
sales decreased 6.5% from the comparable period in fiscal
2002.  The decrease in sales is primarily attributed to
continued sales weakness in the U.S. salty snacks category
during the three months.  This years second quarter cost of
sales was 54.2% of net sales compared to 51.9% last year, and
selling, general and administrative expenses were 48.4% of
net sales this year and 44.5% last year.  These cost and expense
percentages were adversely affected by a combination of
the decrease in net sales and significant increases in
employee medical costs.  The Company also
invested heavily in advertising and promotional spending
in its core market to match competitive activity
during the second quarter of this year
and last year.

	For the year-to-date, net sales decreased 5.3% from
last year.  Cost of sales was 53.1% of net sales compared to
51.1% last year.  Selling, general and administrative
expenses were 48.8% of net sales this year and 44.2%
last year.

	The Companys second quarter investment income
decreased 17.1% from last year because investment levels
and interest rates were lower.  For the six months,
investment income was down 28.5%.

	The Companys effective tax rate for the second quarter
was -38.3% compared to 38.5% for last years second quarter
and -38.6% for the six months this year and 37.4% last year.


Managements Discussion and Analysis of
Financial Condition and Results of Operations


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 Companys investment securities consist of short-term
marketable securities.  Presently these are variable rate money
market mutual funds. Assuming November 30, 2002 variable rate
investment levels and bank loan balances, a one-point change
in interest rates would impact interest income by $1,034 on
an annual basis and interest expense by $33,947.

	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.


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 Companys
filings with the Securities and Exchange Commission.



                           ITEM 3

              QUANTITATIVE AND QUALITATIVE
              DISCLOSURE ABOUT MARKET RISK


	Included in Item 2, Managements Discussion and Analysis
of Financial Condition and Results of Operations- Market
Risk beginning on page 11.


                           ITEM 4

Controls and Procedures

	Within the 90 days prior to the date of this Report,
The Company carried out an evaluation, under the supervision
and with the participation of the Companys management,
including the Companys Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and
operation of the Companys Disclosure Controls and Procedures
pursuant to Exchange Act Rule 13a-14.  Based upon that
evaluation, The Chief Executive Officer and Chief Financial
Officer concluded that the Companys Disclosure Controls
and Procedures are effective.  There were no significant
changes in the Companys internal controls or in other
factors that could significantly affect these controls
subsequent to the date of their evaluation.





PART II.  OTHER INFORMATION


Item 6.  	Exhibits and Reports on Form 8-K


(a) Exhibit 99.1 Certification by Mark W. McCutcheon
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.

Exhibit 99.2 Certification by John H. Shannon
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.

(b)	Reports on Form 8-K:

There were no reports on Form 8-K filed for the
three months ended November 30, 2002.


                      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: January 13, 2003		/s/Mark W. McCutcheon
				         Mark W. McCutcheon
				         President and
				         Chief Executive Officer




Dated:  January 13, 2003     /s/ John H. Shannon
				         John H. Shannon
				         Vice-President and
				         Chief Financial Officer
				        (Principal Accounting Officer)










             CERTIFICATION BY MARK W. MCCUTCHEON
                        PURSUANT TO
            SECURITIES EXCHANGE ACT RULE 13A-14


I, Mark W. McCutcheon, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of
Golden Enterprises, Inc.;

2.  Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements
were made, not misleading with respect to the period
covered by this quarterly report;

3.  Based on my knowledge, the financial statements and
other financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in
this quarterly report;

4.  The registrants other certifying officers and I are
responsible for and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14
and 15d-14) for the registrant and we have:

a)  designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this quarterly
report is being prepared;

b)  evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within
90 days prior to the filing date of this quarterly
report (the Evaluation Date); and

c)  presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the
Evaluation Date;

5.  The registrants other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of registrants
board of directors (or persons performing the equivalent function):

a)  all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrants ability to record, process, summarize and
report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and

b)  any fraud, whether or not material, that involves
management or other employees who have significant role
in the registrants internal controls; and

6.  The registrants other certifying officers and I have
indicated in this quarterly report whether or not there
were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation,
including anycorrective actions with regard to significant
deficiencies and material weakness.

Date:  January 13, 2003

/s/ Mark W. McCutcheon
Mark W. McCutcheon
President and Chief Executive Officer


             CERTIFICATION BY JOHN H. SHANNON
                       PURSUANT TO
              SECURITIES EXCHANGE ACT RULE 13A-14

I, John H. Shannon, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of
Golden Enterprises, Inc.;

2.  Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered
by this quarterly report;

3.  Based on my knowledge, the financial statements and
other financial information included in this quarterly report,
fairly present in all material respects the financial condition,
 results of operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly
report;

4.  The registrants other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and we have:

a)  designed such disclosure controls and procedures to ensure
that material information relating to the  registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;

b)  evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the Evaluation Date);
and

c)  presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;

5.  The registrants other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of registrants
board of directors(or persons performing the equivalent
function):

a)  all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and

b)  any fraud, whether or not material, that involves
management or other employees who have significant role
in the registrants internal controls; and

6.  The registrants other certifying officers and I have
indicated in this quarterly report whether or not there
were significant changes in internal controls or
in other factors that could significantly affect
internal controls subsequent to the date of our most
recent evaluation, including any corrective actions
with regard to significant deficiencies and material
weakness.

Date:  January 13, 2003

/s/ John H. Shannon
John H. Shannon
Vice-President and Chief Financial Officer

EXHIBIT 99.1

                       CERTIFICATION PURSUANT TO
                        18 U.S.C. SECTION 1350,
                        AS ADOPTED PURSUANT TO
                   SECTION 906 OF THE SARBANES-OXLEY
                             ACT OF 2002

     In connection with the quarterly report of Golden
Enterprises, Inc. (the Company) on Form 10-Q for the
quarter ended November 30, 2002 as filed with the Securities
and Exchange Commission on the date hereof (the Report),
I, Mark W. McCutcheon, Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the
best of my knowledge:

(1)  The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and

(2)  The information contained in the Report fairly
presents, in all material respects, the financial
condition and results of operations of the Company.


Dated:  January 13, 2003



/s/Mark W. McCutcheon
Mark W. McCutcheon
President and Chief Executive Officer


EXHIBIT 99.2

                      CERTIFICATION PURSUANT TO
                        18 U.S.C. SECTION 1350,
                        AS ADOPTED PURSUANT TO
                    SECTION 906 OF THE SARBANES-OXLEY
                            ACT OF 2002

     In connection with the quarterly report of Golden
Enterprises, Inc. (the Company) on Form 10-Q for the
quarter ended November 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof
(the Report), I, John H. Shannon, Chief Financial
Officer of the Company, certify, pursuant to 18
U.S.C. section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of
my knowledge:

(1)  The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and

(2)  The information contained in the Report fairly
presents, in all material respects, the financial
condition and results of operations of the Company.


Dated:  January 13, 2003


/s/John H. Shannon
John H. Shannon
Vice-President and Chief Financial Officer