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 February 28, 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
(Registrant's telephone number, including area code)

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

	Indicate the number of shares outstanding of
each of the issuer's classes of common stock,
as of March 31, 2002.

							Outstanding at
	Class						March 31, 2002
Common Stock, Par Value $0.66 2/3		   11,882,305









GOLDEN ENTERPRISES, INC.

INDEX
Part I.  Financial Information			Page No.

	  Consolidated Condensed Balance Sheets
	  February 28, 2002 and May 31, 2001	       3


	  Consolidated Condensed Statements
        of Income	 Three Months                        4
	  and Nine Months ended
   	  February 28, 2002 and 2001


	Consolidated Condensed Statements of Cash
	  Flows - Nine Months Ended
	  February 28, 2002 and 2001			       5


	Notes to Consolidated Condensed Financial
	  Statements						 6



	Independent Accountant's Report			 7



Management's Discussion and Analysis of Financial
	  Condition and Results of Operations	     8,9



Part II.		Other Information			      10



PART I.  FINANCIAL INFORMATION
"GOLDEN ENTERPRISES, INC. AND SUBSIDIARIES"

CONSOLIDATED CONDENSED BALANCE SHEETS

				    February 28,          May 31,"
				        2002		   2001
				     Unaudited)		(Audited)
		ASSETS


Cash and
 cash equivalents	            $338,940		 $710,278
Investment Securities		  15,917	     $2,500,147
Receivables, net	          $9,832,777	     $9,101,982
Note Receivable,
 Current			       $45,012	        $42,399
   Inventories:
Raw material
  and supplies	           $1,970,065		$1,883,167
Finished goods		     $3,857,827         $2,856,593
				     $5,827,892		$4,739,760


  Prepaid expense		     $3,169,040		$2,275,659
  Net assets held
   for disposition			 $0		        $0

Total current
  assets	                 $19,229,578	      $19,370,225


Property, plant
  and equipment, net	     $18,024,000        $14,998,142
Long-term Note
  Receivable		      $1,993,544		 $2,027,636
Other assets	            $2,851,290         $2,851,289

				     $42,098,412		$39,247,292


LIABILITIES AND STOCKHOLDERS' EQUITY

  Current Liabilities:
Checks outstanding in
  excess of bank balance      $2,720,283	        $1,552,461
Accounts payable		      $1,521,254  	  $2,924,428
Accrued and deferred
  income taxes		        $260,196	          $260,196
Other accrued expenses		  $877,462		    $941,360
Salary continuation plan	   $43,285		     $40,773
Note payable- bank,
  current			        $500,250            $220,387

Total current                  $5,922,730 	  $5,939,605

  Long-Term Liabilities:
Salary Continuation Plan	$1,949,772		  $1,887,050
Note payable-bank,
  non-current			$3,361,057            $639,713

Total long-term
  liabilities:	            $5,310,829   	  $2,526,763

Deferred income
  taxes		              $898,882            $980,998


     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			       $6,499,554		   $6,499,554
Retained earnings	            $24,785,809		  $24,426,345

			            $40,504,558		  $40,145,094

Less:  Cost of
  common shares
  in treasury
  (1,892,052 at
    May 31, 2001 and
    1,946,488 shares
    at February 28, 2002)     -$10,538,587	   -$10,345,168

Total stockholders'
  equity			       $29,965,971	    $29,799,926

     Total		             $42,098,412	    $39,247,292

See Accompanying Notes to Consolidated
  Condensed Financial Statements


Golden Enterprises, Inc. & Subsidiaries

				 Three Months Ended        Nine Months Ended
				      February 28             February 28
		               2002	        2001	      2002	     2001

CONSOLIDATED CONDENSED
  STATEMENTS OF INCOME
REVENUES:
 Net Sales		    $29,822,080   $29,233,830   $86,558,924   $85,813,272

 Other operating
  revenues		       $69,847        $40,508      $277,780      $685,933
 Investment income	       $40,891        $87,872      $156,979      $233,536

  Total revenues	   $29,932,818    $29,362,210   $86,993,683   $86,732,741

COST AND EXPENSES:
  Cost of sales          $14,281,584    $13,766,647    $40,322,413   39,415,275
Selling, general
  and administrative
  expense"		   $13,988,420    $14,997,375    $42,473,663  $43,025,652
Interest	              $32,109             $0 	       $75,640           $0

  Total costs and
    expenses		   $28,302,113   $28,764,022     $82,871,716  $82,440,927

Income before
 income taxes	           $1,630,705      $598,188       $4,121,967   $4,291,814
  Income taxes              $602,501      $209,032       $1,531,144   $1,551,246
Net income		    $1,028,204     $389,156        $2,590,823  $2,740,568

PER SHARE OF COMMON STOCK:
  Basic earnings per share	   $0.09	  $0.03   	     $0.22	  $0.23

  Basic weighted shares
   outstanding		       11,884,608   11,956,889        11,903,323  11,975,854

  Diluted earnings
    per share			    $0.09	   $0.03	      $0.22	  $0.23

  Diluted weighted
   shares outstanding	       11,886,471 	1,960,412	 11,905,648  11,976,857
Cash dividend paid
 per share of
 common stock		          $0.0625	  $0.0625	    $0.1875     $0.1875


See Accompanying Notes to Consolidated Condensed Financial Statements.

	GOLDEN ENTERPRISES, INC. AND SUBSIDIARIES

	CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

			       (UNAUDITED)


					       NINE MONTHS ENDED
					February 28,	February 28,

					     2002		     2001

Cash flows from
 operating activities:
  Net income 			$2,590,823		   $2,740,568
    Adjustment to reconcile
     net income to net
     cash provided by
     operating activities:
    Depreciation and
     amortization 	       $1,900,658		    $1,827,692
    Compensation related
     to stock plan	        	   $0		            $0
    Salary Continuation
     Benefits			    $95,506		       $90,892
    Deferred income taxes	   -$82,116		     -$138,319
    Gain on sale of
     equipment		        -$187,728		     -$584,797
    Changes in operating
      assets and liabilities:
    Decrease (increase)
     in accounts receivable	   -$730,795	     -$335,210
    Decrease (increase)
     in  inventories		 -$1,088,132           -$714,792

Decrease (increase)
  in prepaid expenses		   -$893,381          -$1,409,481
Decrease (increase)
  in other assets-
  long term					    $1		       $0
Increase (decrease)
  in accounts payable          -$1,403,174	    -$1,789,849
Increase (decrease)
  in accrued income taxes	          $0		       $0
Increase (decrease)
  in accrued expenses	          -$63,898	    -$1,013,968

Net cash provided
 (used) by operating
 activities			           $137,764	    -$1,327,264
Cash flows from
 investing activities:
Purchase of property,
 plant and equipment"		  -$5,083,120          -1,303,749
Proceeds from sale
 of equipment			     $344,330		 $154,672
Cash received from
 disposal of Nashville
 Plant & Equipment                       $0		$1,710,000
Net decrease
 (increase) in
 investment securities		   $2,484,230		$1,208,337
  Net cash provided by
   (used in)
     Investing activities        -$2,254,560	      $1,769,260


Cash flows from financing
  activities:
(Decrease) increase in
  checks outstanding
  in excess of bank balance	    $1,167,822	       $1,640,330
Payments of current
  installments of
  long-term debt			      -$30,272		   -$27,953
Increase in proceeds
  from bank loan		          $3,001,207		         $0
Purchase of
  treasury stock			     -$193,419		  -$422,295
Collection of long
  term notes, rec.                   $31,479  		     $9,883
Cash dividend paid	         -$2,231,359		-$2,214,257

  Net cash used in
   financing activities	          $1,745,458		-$1,014,292

Net (decrease)
  increase in cash and
  cash equivalents	           -$371,338		  -$572,296
Cash and cash equivalents
 at beginning of year	            $710,278		   $835,074

Cash and cash
 equivalents at
 end of quarter		            $338,940		   $262,778


Supplemental information:
  Cash paid during
  the year for:
   Income taxes	                $1,825,842		 $1,548,126
   Interest					 $75,640		         $0

See Accompanying Notes to Consolidated Condensed Financial Statements.







GOLDEN ENTERPRISES, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS

1. In the opinion of management, the accompanying
unaudited consolidated condensed financial statements
contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly its
financial position as February 28, 2002 and May 31,
2001 and its results of operations for the three
months and nine months ended February 28, 2002 and
2001 and its cash flows for the nine months
ended February 28, 2002 and 2001.

The accounting policies followed by the Company are
set forth in note 1 to the Company's financial
statements in the Annual Report to stockholders
for fiscal year ended May 31, 2001,
which is incorporated by reference in Form 10-K.


2. The results of operations for the three months and
   nine months ended February 28, 2002 and 2001 are
   not necessarily indicative of the results to be
   expected for the full year.


INDEPENDENT ACCOUNTANT'S
REPORT


We have reviewed the accompanying interim consolidated
balance sheet of Golden Enterprises, Inc. and subsidiary
as of February 28, 2002 and the related interim
consolidated statements of income and cash flows
for the nine-month 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 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            DUDLEY, HOPTON-JONES
April 11, 2002			  SIMS & FREEMAN PLLP


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

Liquidity and Capital Resources

  Working Capital was $13.43 million at June 1, 2001
and $13.31 million at the end of the third quarter.
Net cash provided by operating activities amounted
to $0.14 million for the nine months this year
compared to $1.33 million used by operating
activities for last year's first nine months.

  Additions to property, plant and equipment,
net of disposals, were $4.93 million this year
and $1.26 million last year.  Cash dividends of
$2.23 million were paid during this year's first
nine months compared to $2.21 million last year.
Cash in the amount of $0.19 million was used to
purchase treasury stock this year and $0.42 million
was used last year, and $2.48 million of cash was
provided by a decrease in investment securities
this year compared to $1.21 million last year.
Also $3.00 million of cash was provided by a
bank loan that was obtained to finance the special
project to upgrade the potato chip packaging
department. The Company's current ratio was
3.25 to 1.00 at February 28, 2002.

Operating Results

	For the three months ended February 28, 2002,
total revenues increased 1.94% from the comparable
period in fiscal 2001. Cost of sales was 47.9%
of net sales compared to 47.1% last year. Selling,
general and administrative expenses were 46.9%
of net sales this year and 51.3% last year.
This favorable comparison was due to balanced
spending in the areas of promotion and advertising
expenses.

	For the year-to-date, total revenues increased
0.30% from the comparable period in fiscal 2001.
Cost of sales was 46.6% of net sales compared to
45.9% last year.  Selling, general and administrative
expenses were 49.1% of net sales this year and
50.1% last year.

	The Company's third quarter investment income
as a percentage of pre-tax income was 2.5% this year
compared to 14.7% last year.  There was an actual dollar
decrease in investment income of 53.5%, and pre-tax
income increased 172.6%.

	For the nine months, investment income was 3.8%
of pre-tax income this year and 5.4% last year.  For the
nine months investment income dollars decreased 32.8%
and pre-tax income decreased 4.0%.

	The Company's effective tax rate for the third quarter
was 36.9% compared to 34.9 % for last year's third quarter
and 37.1% versus 36.1% for the nine months.
Management's 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 Company's investment securities consist of short-term
marketable securities.  Presently these are variable rate
money market mutual funds, certificates of deposits,
and municipal obligations.  Assuming February 28, 2002
variable rate investment levels, a one-point change in interest
rates would impact interest income by $159 on an annual
basis and interest expense by $38,613.

	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 Company's filings with the Securities
and Exchange Commission.




PART II.  OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

        b) Reports on Form 8-K- There were
           no reports on form 8-K filed for
           the three months ended
           February 28, 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:  April 11, 2002	 _________________________
				    John S. Stein
				      Chairman




Dated:  April 11, 2002	___________________________
				    John H. Shannon
			       Vice-President/Controller
			     (Principal Accounting Officer)