Edgar Filing: GOLDEN ENTERPRISES INC

GOLDEN ENTERPRISES, INC.
One Golden Flake Drive
Birmingham, Alabama 35205

NOTICE OF ANNUAL MEETING

Notice Is Hereby Given that the Annual Meeting of the Stockholders of
Golden Enterprises, Inc., (the "Company") a Delaware Corporation, will be held
at the general offices of the Company, at One Golden Flake Drive, Birmingham,
Alabama on September 23, 2004, at 11:00 A.M., Birmingham time, for the following
purposes:

1. To elect a Board of Directors.

2. To transact such other business as may properly come before the meeting.

Stockholders of record at the close of business on August 6, 2004, are
entitled to notice of and to vote at the meeting. All Stockholders are cordially
invited to attend the meeting.

By Order of the Board of Directors

John S. Stein
Chairman

Birmingham, Alabama
September 1, 2004

HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES MUST BE PRESENT EITHER IN
PERSON OR BY PROXY IN ORDER TO HOLD THE MEETING. TO INSURE YOUR REPRESENTATION
AT THE MEETING, YOU ARE REQUESTED TO SIGN THE ENCLOSED PROXY AND RETURN IT IN
THE ACCOMPANYING ENVELOPE. IF YOU ARE ABLE TO ATTEND THE MEETING, YOU MAY REVOKE
THE PROXY AND VOTE YOUR SHARES PERSONALLY AT ANY TIME BEFORE THE PROXY IS
EXERCISED.

PROXY STATEMENT

GENERAL

The annual meeting of the stockholders of Golden Enterprises, Inc. (the
"Company") will be held at the general offices of the Company, at One Golden
Flake Drive, Birmingham, Alabama on September 23, 2004, at 11:00 A.M. All
holders of record of common stock as of August 6, 2004, will be entitled to vote
at the meeting and any adjournment thereof.

The purpose of this proxy solicitation is to enable those stockholders who
will be unable to personally attend the meeting to vote their stock.

PERSONS MAKING THE SOLICITATION

This proxy is solicited on behalf of the Board of Directors of Golden
Enterprises, Inc. The cost of solicitation will be paid by the Company and will
include reimbursement paid to brokerage firms and others for their expenses in
forwarding solicitation material regarding the meeting to beneficial owners. In
addition to solicitation by mail, officers and regular employees of the Company
may solicit proxies by telephone, telegram, or personal interview at no
additional compensation.

SECURITY HOLDERS ENTITLED TO VOTE

Holders of shares of common stock of the Company of record at the close of
business on August 6, 2004, will be entitled to vote at the Annual Meeting and
at any and all adjournments thereof. Each share of common stock entitles its
owner to one vote. The number of shares of common stock of the Company
(exclusive of treasury shares) outstanding at the close of business on August 6,
2004 was 11,852,830 shares.

Stockholders who execute proxies retain the right to revoke them at any
time before they are voted. If the enclosed proxy is properly signed and
returned to the Company and not so revoked, the shares represented thereby will
be voted in accordance with its terms.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

At August 6, 2004, Sloan Y. Bashinsky, Sr., Chairman Emeritus of the Board,
and Compass Bank, as Trustee of the Golden Enterprises, Inc., and subsidiaries
Employee Stock Ownership Plan, were the only persons who beneficially owned more
than 5% of the outstanding voting securities of the Company. The following table
sets forth the number of shares of common stock of the Company beneficially
owned by these persons.

Amount and Nature of
Name and Address of Beneficial Ownership (l) Percent of
Beneficial Owner Direct Indirect Class
---------------- ------ -------- -----

Sloan Y. Bashinsky, Sr. 12,500 6,683,672 (2)(3)(4) 56.5%
3432 Briarcliff Road East
Birmingham, Alabama 35223

Amount and Nature of
Name and Address of Beneficial Ownership (l) Percent of
Beneficial Owner Direct Indirect Class
---------------- ------ -------- -----

Compass Bank, as Trustee -0- 938,695 (5) 7.9%
of the Golden Enterprises, Inc.
and subsidiaries Employee
Stock Ownership Plan
701 South 32nd Street
Birmingham, Alabama 35233 (a)
_______________________________

(1) An indirect beneficial owner as this term is interpreted by the Securities
and Exchange Commission (SEC) includes any person who has or shares the (1)
voting power which includes the power to vote or to direct the voting of
such security, and/or (2) investment power which includes the power to
dispose, or to direct the disposition of such security.

(2) Includes 5,283,128 shares owned by SYB, Inc., a corporation of which Sloan
Y. Bashinsky, Sr. is Chairman of the Board and the majority stockholder.
For SEC reporting purposes, Mr. Bashinsky is deemed the beneficial owner of
such shares. Except for SEC reporting purposes, Mr. Bashinsky disclaims
beneficial ownership of such shares.

(3) Includes 1,000,000 shares owned by SYB, Inc. as Trustee of a Trust created
by Sloan Y. Bashinsky, Sr. SYB, Inc. exercises the right to vote the shares
and the investment power relative to the shares. For SEC reporting
purposes, Mr. Bashinsky is deemed the beneficial owner of such shares.
Except for SEC reporting purposes, Mr. Bashinsky disclaims beneficial
ownership of such shares.

(4) Includes 400,544 owned by the Bashinsky Foundation, Inc., of which Sloan Y.
Bashinsky, Sr. is the founder and Chairman of the Board. For SEC reporting
purposes, Mr. Bashinsky is deemed the beneficial owner of such shares.
Except for SEC reporting purposes, Mr. Bashinsky disclaims beneficial
ownership of such shares.

(5) The Employee Stock Ownership Plan provides that the shares held by the
Trustee are voted by an administrative committee made up of 3 members. The
Board of Directors of the Company determines the members of the committee.
Present members of the administrative committee are: John S. Stein,
Chairman of the Board, Mark W. McCutcheon, Chief Executive Officer and
President of the Company and President of Golden Flake Snack Foods, Inc.,
and Patty Townsend, Chief Financial Officer, Vice President and Secretary
of the Company.

(a) The Employee Stock ownership Plan is an employee benefit plan qualified
under ss.401(a) of the Internal Revenue Code and subject to the Employee
Retirement Income Security Act of 1974.

Security Ownership Of Management

The following table shows the shares of common stock of Golden Enterprises,
Inc., beneficially owned, directly or indirectly, by each Director and Nominee
for Director and all Directors and Officers of the Company as a group at August
6, 2004:

Amount and Nature of
Beneficial Ownership (1) Percent of
Name Direct Indirect Class
---- ------ -------- -----

John S. Stein (a)(b) 288,854 -0- (3) 2.4%
J. Wallace Nall, Jr. -0- 196,000 (4) 1.7%
F. Wayne Pate 136,994 32 (5) 1.2%
Edward R. Pascoe 89,900 -0- 1.0%
John P. McKleroy, Jr. (c)(d) 30,000 (2) -0- *
James I. Rotenstreich 9,533 -0- *
John S. P. Samford 1,666 -0- *
Joann F. Bashinsky (e)(f) l0,571 -0- *
Mark W. McCutcheon 4,455 -0- (3) *
Randy Bates 3,615 -0- *
David Jones 310 -0- *
Patty Townsend -0- -0- (3)

All Directors and
Officers as a group 575,898 196,032 6.5%
_______________________________

*Less than one percent of class

(2) Includes 24,490 shares held by a self-employed pension plan and personal
IRA account for the benefit of John P. McKleroy, Jr.

(3) Does not include any portion of the 938,695 shares of common stock of the
Company which are owned by Compass Bank, as Trustee of the Golden
Enterprises, Inc. and subsidiaries Employee Stock Ownership Plan. John
Stein, Mark McCutcheon and Patty Townsend are members of the plan's
administrative committee and exercise the voting power of the shares and
each disclaims any beneficial ownership of such shares with the exception
of the following shares which are vested in their respective accounts as an
employee-participant under the Plan: Stein 49,440, McCutcheon 3,002 and
Townsend 682.

(4) Shares owned by Nall Development Corporation, a corporation of which J.
Wallace Nall, Jr. is a Director and President. For SEC reporting purposes,
Mr. Nall is deemed the beneficial owner of such shares. Except for SEC
reporting purposes, Mr. Nall disclaims beneficial ownership of such shares.

(5) Includes 32 shares owned by the wife of F. Wayne Pate.

(a) Mr. Stein is a Director and President of SYB, Inc. which beneficially owns
6,283,128 shares of the Company's stock. Mr. Stein does not possess and
specifically disclaims any beneficial ownership of these shares.

(b) Mr. Stein is a Director and officer of the Bashinsky Foundation, Inc.,
which owns 400,544 shares of the Company's stock. Mr. Stein does not
possess and specifically disclaims any beneficial ownership of these
shares.

(c) Mr. McKleroy is a Director and Secretary of SYB, Inc. which beneficially
owns 6,283,128 shares of the Company's stock. Mr. McKleroy does not possess
and specifically disclaims any beneficial ownership of these shares.

(d) Mr. McKleroy is a Director and officer of the Bashinsky Foundation, Inc.,
which owns 400,544 shares of the Company's stock. Mr. McKleroy does not
possess and specifically disclaims any beneficial ownership of these
shares.

(e) Mrs. Bashinsky is a Director and Vice President of SYB, Inc., which
beneficially owns 6,283,128 shares of the Company's stock. Mrs. Bashinsky
does not possess and specifically disclaims any beneficial ownership of
these shares.

(f) Mrs. Bashinsky is a Director and Vice President of the Bashinsky
Foundation, Inc., which beneficially owns 400,544 shares of the Company's
stock. Mrs. Bashinsky does not possess and specifically disclaims any
beneficial ownership of these shares.

Each Director has the sole voting and investment power of the shares directly
owned by him.

SYB, Inc., beneficially owns 6,283,128 shares of common stock of the
Company. John S. Stein, Joann F. Bashinsky and John P. McKleroy, Jr., Directors
of the Company, each serves as a Director and Officer of SYB, Inc. Joann F.
Bashinsky is the wife of Sloan Y. Bashinsky, Sr. Mr. Bashinsky is Director
Emeritus of the Company and owns 80% of the voting stock of SYB, Inc. and the
other 20% is vested in a trust for the use and benefit of his children and
grandchildren of which John P. McKleroy, Jr., serves as a Co-Trustee. In Mr.
Bashinsky's will and in the trust document, he has provided that in the event
SYB, Inc. or his estate owns any shares of Golden Enterprises stock at his
death, the shares of Golden Enterprises, Inc. held by SYB. Inc. and the estate
and the voting shares of SYB, Inc. shall be voted by a committee made up of each
member of the Board of Directors of Golden Enterprises, Inc. and one member
designated by his executors/trustees.

ELECTION OF DIRECTORS

At the Annual Meeting, nine Directors are to be elected, each to hold
office until the next Annual Meeting of Stockholders, or until a successor has
been elected and qualified. All nominees are presently members of the Board of
Directors and were elected to the Board by vote of the stockholders at the last
annual meeting. Proxies can not be voted for a greater number of persons than
the number of nominees named.

Shares represented by your proxy will be voted in accordance with your
direction as to the election as directors of the persons hereinafter listed as
nominees. In the absence of direction, the shares represented by your proxy will
be voted FOR such election. Should any of the persons listed as nominees become
unavailable as a nominee for election, it is intended that the shares
represented by your proxy will be voted for the balance of those named and for a
substitute nominee or nominees proposed by the Board of Directors unless the
Board reduces the number of directors, but the Board knows of no reason to
anticipate that this will occur.

The following table shows the names of the nominees for election as
directors, their respective ages as of August 6, 2004, the principal occupation,
business experience and other directorships held by such nominees, and the
period during which such nominees have served as directors of the Company.

Principal Occupation
Business Experiences Director
Name and Age and Other Directorships Since
------------ ----------------------- -----

John S. Stein, 67 Mr. Stein is Chairman of the Board. He was 1971
elected Chairman on June 1, 1996. He served
as Chief Executive Officer from 1991 to April
4, 2001, and as President from 1985 to 1998
and from June 1, 2000 to April 4, 2001. Mr.
Stein also served as President of Golden
Flake Snack Foods, Inc. from 1976 to 1991.
Mr. Stein retired as an employee with the
Company on May 31, 2002. Mr. Stein is a
Director of Compass Bancshares, Inc.

Edward R. Pascoe, 67 Mr. Pascoe is retired Chairman of the Board 1971
of Steel City Bolt & Screw, Inc. (formerly
Coosa Acquisition, Inc.) which, in 1995,
acquired the bolt and special fastener
business owned by the Company. He served as
President of Steel City Bolt & Screw, Inc.
and Nall & Associates, Inc., which were
wholly-owned subsidiaries of the Company,
from 1972 and 1973, respectively, until 1995.

John P. McKleroy, Mr. McKleroy is an attorney and member with 1976
Jr., 60 Spain & Gillon, L.L.C., general counsel for
the Company. He has practiced law with this
firm since 1968.

James I. Mr. Rotenstreich is Chairman and Chief 1984
Rotenstreich, 67 Executive Officer of JHF Holdings, Inc.
("JHF"), a company formerly doing business
under the name of Jefferson Home Furniture
Company, Inc. He has served as Chief
Executive Officer since 1967 and as Chairman
since 1992. In May of 1994, JHF sold its
retail home furniture interest and is
presently engaged in real estate and
investment holdings.

Principal Occupation
Business Experiences Director
Name and Age and Other Directorships Since
------------ ----------------------- -----

John S. P. Samford, Mr. Samford is President and sole owner of 1984
54 Samford Capital Corporation, an investment
holding company which he formed in 1989.

J. Wallace Nall, Mr. Nall is President of Nall Development 1991
Jr., 64 Corporation and a General Partner of Nall
Partnership, Ltd. He has held these positions
since 1981. Nall Development Corporation is
an investment holding company and Nall
Partnership, Ltd. is a real estate investment
and development company.

F. Wayne Pate, 69 Mr. Pate retired as President of the Company 1992
on May 31, 2000. He served as President from
November 1, 1998 until retirement. He also
served as President of Golden Flake Snack
Foods, Inc., a wholly-owned subsidiary of the
Company from September 20, 1991, to November
1, 1998.

Joann F. Bashinsky, Mrs. Bashinsky is Vice President of SYB, 1996
72 Inc., which position she has held since 1981.
SYB, Inc. is an investment holding company,
which is the principal owner of the
Company. Mrs. Bashinsky also serves as Vice
President of Bashinsky Foundation, Inc., a
private charitable foundation. Mrs. Bashinsky
is the wife of Sloan Y. Bashinsky, Sr., who
is Director Emeritus of the Company.

Mark W. McCutcheon, Mr. McCutcheon is Chief Executive Officer and 1999
49 President of the Company and President of
Golden Flake Snack Foods, Inc., a
wholly-owned subsidiary of the Company. He
has served as President and Chief Executive
Officer of the Company since April 4, 2001
and as President of Golden Flake since
November 1, 1998. He has been employed by
Golden Flake since 1980.

Sloan Y. Bashinsky, Sr., the husband of Joann F. Bashinsky is a "control
person" by reason of his beneficial ownership of voting securities.

Additional Information Concerning the Board of Directors

Director Independence

The Board has determined that Edward R. Pascoe, James I. Rotenstreich, John
S.P. Samford, J.Wallace Nall, Jr. and F. Wayne Pate who constitute a majority of
the Board, are qualified as "Independent Directors" under the requirements of
the NASDAQ Stock Market, Inc. ("NASDAQ")

Meetings of Independent Directors

The Independent Directors will meet in executive session (with no
management directors or officers present) at least twice each year. The Lead
Independent Director will chair all executive sessions.

Lead Independent Director

Each of the Chairs of the Audit and Compensation Committees of the Board
shall act as the Chair of the Independent Directors, with the Chair of each
meeting of the Independent Directors selected on a rotating basis.

Committees Of The Board Of Directors

The Board of Directors has a Compensation Committee, a Stock Option
Committee and an Audit Committee. The Board of Directors has no standing
Nominating Committee.

The Compensation Committee reviews the performance of the Executive
Officers of the Company and the top executive officer of Golden Flake Snack
Foods, Inc., a wholly-owned subsidiary, and recommends to the Board of Directors
of the Company the appropriate compensation level and compensation and benefit
programs of such officers. The Compensation Committee consists of John S. Stein,
John S.P. Samford, James I. Rotenstreich, J.Wallace Nall, Jr., Joann F.
Bashinsky and F. Wayne Pate. The Compensation Committee met once during fiscal
year 2004.

The Stock Option Committee determines the key employees of the Company and
its subsidiary to whom stock options and stock appreciation rights will be
granted under the Company's Long Term Incentive Plan. The Stock Option Committee
consists of John Stein, John S.P. Samford, James I. Rotenstreich, J. Wallace
Nall, Jr., Joann F. Bashinsky and F. Wayne Pate. The Stock Option Committee met
once during fiscal year 2004.

The Audit Committee reviews the results of the annual audit and quarterly
financial statements, selects and engages the independent accountants, assesses
the adequacy of the Company's procedures in connection with financial controls
and receives and considers the independent accountants' comments as to internal
controls. The Audit Committee acts pursuant to a written charter, a copy of
which is attached to this Proxy Statement as Appendix 1. James I. Rotenstreich,
Chairman, John S.P. Samford and Edward R. Pascoe constitute the standing Audit
Committee of the Board of Directors. The Board of Directors has determined that
all of the members of this committee qualify as independent directors under the
current requirements of NASDAQ. The Board of Directors has determined that all
of the members of this committee qualify as an "audit committee financial
expert" under the rules and regulations of the Securities and Exchange
Commission ("SEC"). The Audit Committee met four times during fiscal year 2004.
See "REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS".

Meetings Of The Board Of Directors and Committees

During the fiscal year ended May 31, 2004, there were four regular meetings
of the Board of Directors. The Compensation Committee and the Stock Option
Committee met once and the Audit Committee met four times during the fiscal year
2004. All directors attended all of the meetings of the Board and the Committees
on which they served.

Compensation of Directors

During the fiscal year ended May 31, 2004, the Company paid each of its
non-employee Directors a retainer of $300 per month and a fee of $2,000 for each
regular Board meeting attended. The members of the Compensation Committee were
each paid $2,000 for attending the Compensation Committee meeting and the
members of the Audit Committee were paid $1,000 for each meeting attended.

Board Member Attendance at Annual Meetings

It is the policy of Golden Enterprises that each member of the Board shall
make a reasonable effort to attend all meetings of the Board, applicable
committee meetings and the Company's annual meeting of shareholders.

Nomination of Directors

The Company does not have a standing nominating committee. The NASDAQ rules
do not require the Company to have a nominating committee since the Company is a
"controlled company" in that more than 50% of the voting common stock of the
Company is held by Sloan Y. Bashinsky, Sr. The Board believes that it is not
necessary to have a separate nominating committee in view of the size of the
Company, the fact that the majority of the members of the Board are independent
directors and that the Company is a "controlled company". Nominees for election
as a director are determined by the entire Board. The Board will make all
decisions regarding Board nominees based upon the best interest of the Company
and its shareholders.

Communications with the Board

Shareholders interested in communicating directly with the Board of
Directors may do so by writing the Secretary of the Company, at the following
address:

Board of Directors of Golden Enterprises, Inc.
C/O Corporate Secretary
One Golden Flake Drive
Birmingham, Alabama 35205

All such letters must identify the author as a shareholder. The Secretary
of Golden Enterprises will review all such communications and forward all
appropriate communications to the Board.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires that
Directors, certain Executive Officers and beneficial owners of more than ten
percent of the stock of the Company file reports of stock ownership and changes
in ownership with the Securities and Exchange Commission. These reports consist
of Forms 3, Initial Statement of Ownership, 4, Monthly Reports, and 5, Annual
Reports. Based upon a review of copies of such reports, or representations that
no reports were due to be filed by Directors, Executive Officers or beneficial
owners of more than ten percent of the stock of the Company, the Company
believes that Section 16(a) filing requirements applicable to its Directors,
Executive Officers and beneficial owners of more than ten percent of the stock
of the Company were complied with during the fiscal year 2004, except for
certain late filings made by Director James Wallace Nall, Jr. On April 22, 2004,
Mr. Nall filed six separate Form 4 Reports with the SEC relating to his
beneficial ownership of Company stock owned by W & C Family Partnership, Ltd.
(the "Partnership"), all of which were late filings. The late filings reported
six separate transactions, five of which occurred in prior fiscal years, and
reflect that the Partnership owned 30,475 shares of the Company (the "Shares),
and through various gifts to and an inheritance by Mr. Nall, he became a
beneficial owner of certain of the Shares culminating in his beneficial
ownership of 23,538.89 Shares as of April 21, 2004 when the Partnership sold all
of the Shares. Mr. Nall's failure to timely file the reports was due solely to
inadvertence and oversight.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following table summarizes the compensation paid or accrued by the
Company and its subsidiary during the fiscal years 2002, 2003 and 2004 to the
Company's Chairman of the Board, Chief Executive Officer and to the two most
highly compensated executive officers, other than the Chairman of the Board and
Chief Executive Officer, whose compensation exceed $100,000.

SUMMARY COMPENSATION TABLE

Long-Term
Compensation
Annual Compensation Awards
------------------- ------
Other Annual Securities All Other
Name and Salary Bonus Compensation Underlying Compensation
Principal Position Year ($) ($) ($) Options/SARs ($)
------------------ ---- --- --- --- (#) (1) ---
-------

John S. Stein (a) 2004 ---- ---- ---- ---- ---
Chairman 2003 ---- ---- ---- ---- ---
2002 $250,000 $18,493 ---- 40,000 $143,341

Mark W. McCutcheon (b) 2004 $210,000 ---- ---- ---- $32,176 (2)(3)
President and 2003 $210,000 ---- ---- ---- $43,800
Chief Executive Officer 2002 $175,000 $18,493 ---- 40,000 $16,380
and President
of Golden Flake
Snack Foods, Inc.

Randy Bates (c) 2004 $145,000 ---- ---- ---- $1,160 (2)
Executive Vice 2003 $145,000 ---- ---- ---- $8,030
President of Sales, 2002 $125,000 $13,490 ---- 30,000 $7,808
Marketing and
Transportation

David Jones (d) 2004 $135,000 ---- ---- ---- $1,094 (2)
Executive Vice 2003 $125,000 ---- ---- ---- $7,735
President of 2002 $100,000 $8,994 ---- 30,000 $7,450
Operations,
Human Resources
and Quality Control

------------------------------

(1) During the 2004 fiscal year, no incentive stock options were granted under
the Long Term Incentive Plan.

(2) Includes contributions to the Company's and subsidiary's Profit Sharing
Plan and Employee Stock Ownership Plan as follows: Mr. McCutcheon, $1,600;
Mr. Bates, $1,160; Mr. Jones $1,094.

(3) Includes amounts accrued of $30,576, but not paid, to provide for future
payments under a Salary Continuation Plan for Mr. McCutcheon. The plan
provides for payments of up to $120,000 per year for 15 years following
death or retirement at age 65, and a reduced benefit in the event of
disability prior to retirement. The Plan is funded in part with life
insurance on the life of Mr. McCutcheon, and during fiscal year 2004,
insurance premiums of $46, 910 were paid.

(a) John S. Stein served as Chairman of the Board for fiscal years 2003 and
2004. Mr. Stein retired as an employee of the Company on May 31, 2002, but
continues to serve the Company in a consulting capacity and as Chairman of
the Board.

(b) Mark W. McCutcheon has served as President of Golden Flake Snack Foods,
Inc. since November 1, 1998. He has served as President and Chief Executive
Officer of the Company since April 4, 2001.

(d) David Jones has served as Executive Vice President of Operations, Human
Resources and Quality Control since May 20, 2002. He was Vice President of
Manufacturing from 1998 to 2002 and Vice President of Operations from 2000
to 2002.

401 (k) Profit Sharing Plan And Employee Stock Ownership Plan

The Company and its subsidiary each maintain a 401 (k) Profit Sharing Plan
and Employee Stock Ownership Plan for the benefit of their employees. Annual
contributions are made to the Plans in amounts as determined by the Board of
Directors of each company. Contributions to the Employee Stock Ownership Plan
are invested in stock of the Company which is held for the account of the
participating employees and is distributed to the employees upon their
retirement or termination of employment. All contributions to the Profit Sharing
Plan and Employee Stock Ownership Plan are allocated to the accounts of the
participating employees based upon their annual compensation and each employee
account vests 100% in the employee after three years of service. The
contribution to the plans for the fiscal year ended May 31, 2004 was $93,672,
with the following amounts being credited to the accounts of the following
persons named in the Summary Compensation Table: Mark McCutcheon $1,600; Randy
Bates $1,160; and David Jones $1,094. (See Summary Compensation Table on page 9
- These amounts are included within compensation shown in table.)

The Employee Stock Ownership Plan provides that the shares held by the
Trustee are voted by an administrative committee made up of 3 members. The Board
of Directors of the Company determines the members of the committee. Present
members of the administrative committee are: John S. Stein, Chairman of the
Board, Mark W. McCutcheon, Chief Executive Officer and President of the Company
and President of Golden Flake Snack Foods, Inc.; and Patty Townsend, Chief
Financial Officer, Vice President and Secretary of the Company.

Long Term Incentive Plan

Shareholders have approved the Golden Enterprises, Inc. 1996 Long Term
Incentive Plan (the "Plan"). The purpose of the Plan is to further the growth in
earnings and market appreciation of the Company by providing long term
incentives to those officers and key employees of the Company or its
subsidiaries who make substantial contributions to the Company through their
ability, loyalty, industry and invention.

The Plan is administered by the Stock Option Committee of the Board of
Directors.

The Plan authorizes the Stock Option Committee to grant to officers and key
employees in the Plan (i) stock options (which may be non-qualified options or
incentive stock options for tax purposes), (ii) stock appreciation rights
("SARs") (which may be issued in tandem with stock options), (iii) restricted
stock awards, (iv) performance units (which may be in stock, cash or a
combination thereof), and (v) supplemental cash payments. Persons eligible to
participate in the Plan shall be those officers and key employees of the Company
and its subsidiaries who are in positions in which their decisions, actions and
counsel significantly impact the performance of the Company or its subsidiaries.
Participants are chosen from this group by the Stock Option Committee.

Shares Reserved for Issuance. The aggregate number of shares of the
Company's common stock which may be issued under the Plan may not exceed
500,000. Shares subject to options granted under the Plan which expire
unexercised, or shares subject to awards which are otherwise forfeited or
canceled, will not count against this limit. The maximum number of shares with
respect to which awards may be granted to any individual in any one year under
the Plan is 100,000.

Stock Options. The Stock Option Committee is authorized to determine the
terms and conditions of all option grants, subject to certain specific
limitations as set forth in the Plan. In general, no option may be granted with
an exercise price of less than the fair market value of a share of the Company's
common stock on the date of grant (110% if the grantee beneficially owns more
than 10% of such stock), the term of an option may not be longer than ten (10)
years, and any option shall be subject to certain restrictions on
transferability. Payment of the option price may be in cash, check or other
instrument acceptable to the Stock Option Committee, or, in the discretion of
the Stock Option Committee, in the form of unrestricted common stock of the
Company owned by the optionee.

Stock Appreciation Rights. The Stock Option Committee is authorized to
grant SARs either independent of or in connection with stock options granted
under the Plan. The exercise of SARs will entitle the holder thereof to an
amount (the "appreciation") equal to the difference between the fair market
value of the common stock on the date the SAR was issued (or, in the case of
SARs issued in connection with options, the exercise price under the related
option agreement) and the fair market value of a share of common stock of the
Company on the date the SAR is exercised. The appreciation will be payable in
cash or common stock of the Company at the discretion of the Stock Option
Committee. The exercise of SARs granted in connection with options will
terminate those options.

The exercise of SARs which are paid in common stock will be treated as the
issuance of the shares of common stock to which the SARs relate for purposes of
calculating the maximum number of shares which have been issued under the Plan.

Restricted Stock. The Stock Option Committee is authorized to award
restricted stock under the Plan subject to such terms and conditions as the
Stock Option Committee may determine. The Stock Option Committee will have
authority to determine the number of shares of restricted stock to be awarded,
the price, if any, to be paid by the recipient of the restricted stock, and the
date on which the restricted stock will vest. The vesting of restricted stock
may be conditioned upon the completion of a specified period of service with the
Company, upon the attainment of specified performance goals, or upon such other
criteria as the Stock Option Committee may determine. The Stock Option Committee
has the discretion to make loans to the recipients for the purchase price of the
restricted stock and to accelerate the vesting of the restricted stock on a case
by case basis at any time.

Performance Units. The Stock Option Committee may grant performance units
under which payment may be made to the participant upon the attainment of
specific performance goals. Such performance goals will be established by the
Stock Option Committee and will relate to the performance of the Company (or any
segment thereof) over a specified performance period, as judged under any
business criteria deemed appropriate by the Stock Option Committee, including,
without limitation, growth in earnings, the ratio of earnings to shareholder's
equity or the ratio of earnings to total capital.

The Stock Option Committee shall determine the extent to which the
performance targets have been attained, and what, if any, payment is due the
participant on the performance unit. Such payment may be made, at the Stock
Option Committee's discretion, in cash or common stock of the Company (based on
the then current fair market value of such stock).

Supplemental Cash Payments. A stock option, SAR, restricted stock or
performance unit award may provide for the Company to make a supplemental cash
payment to a participant. Payments may be made for the purpose of, but not
limited to, assisting the employee in paying income taxes resulting from an
award under the Plan. In no event shall the amount of cash payment exceed the
value of the award to which it relates.

During the fiscal year ended May 31, 2004, no incentive stock options or
other rights were granted under the Plan to officers and key employees of the
Company or its subsidiary. No executive officer exercised options during fiscal
year 2004. Information concerning outstanding options is set forth in the
following table.

Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values

-----------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)

Number of Secur- Value of
ties Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs
FY-End (#) at FY-End ($)
---------- -------------
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
---- --------------- ------------------ ------------- -------------

John S. Stein 0 0 60,000/0 $0/0
Chairman

Mark W. McCutcheon 0 0 60,000/0 $0/0
CEO

Randy Bates 0 0 29,000/0 $0/0

David Jones 0 0 30,000/0 $0/0

Compensation Committee Interlocks and Insider Participation

During fiscal year 2004, the Compensation Committee of the Board of
Directors (the "Compensation Committee") was comprised of John S. Stein, John
S.P. Samford, James I. Rotenstreich, J. Wallace Nall, Jr., Joann F. Bashinsky
and F. Wayne Pate. None of the members, with the exception of John S. Stein who
is Chairman of the Board, are officers or employees of the Company or its
subsidiary. F. Wayne Pate retired as President of the Company on May 31, 2000.

Compensation Committee Report On Executive Compensation

The Compensation Committee reviews the compensation structure of the
Executive Officers of the Company and the top executive officer of Golden Flake
Snack Foods, Inc. ("Golden Flake"), a wholly- owned subsidiary, and recommends
to the Board the appropriate base and incentive bonus compensa- tion of such
officers.

The Stock Option Committee during fiscal 2004 was made up of James I.
Rotenstreich, John S. P. Samford, John S. Stein, J. Wallace Nall, Jr., Joann F.
Bashinsky and F. Wayne Pate. The Stock Option Committee determines the key
employees of the Company and Golden Flake to whom stock options and stock
appreciation rights are granted under the Company's Long Term Incentive Plan.

The Company's executive compensation program consists of three primary
components: base salary, annual incentive bonus, and grants of stock options and
stock appreciation rights.

Base salary is the foundation of executive compensation. Base salaries are
reviewed annually and adjusted, if deemed appropriate, based upon
recommendations of the Compensation Committee after its review of
recommendations received from the Chairman of the Board ("Chairman").

Annual incentive bonus formulas are established for the Chief Executive
Officer (CEO), President, Chief Financial Officer (CFO) and the top executive
officer of Golden Flake. The CEO, President, CFO and the top executive officer
of Golden Flake are paid a percentage of the company's pre-tax operating
earnings that exceed a targeted return on equity.

The base salaries and incentive bonus formulas for fiscal 2004 reported in
this Proxy Statement were recommended by the Compensation Committee in April,
2003 to the Board. The Compensation Committee received and reviewed
recommendations from the Chairman, which recommendations were based upon a
number of factors, including overall earnings of the Company and Golden Flake,
pre-tax earnings from operations, return on equity, the financial performance of
the Company and its subsidiary, the complexities of the job, and individual
performance and achievements of each of the executive officers.

In reviewing the recommendations of the Chairman and in making its
recommendations to the Board, the Compensation Committee undertook a subjective
consideration of the executive officers' base salaries and incentive bonus
formulas that was not related to any specific qualitative or quantitative
criteria.

The Board's approval of such recommendations of the Compensation Committee
have generally been based on its subjective analysis of what it considers to be
a reasonable and appropriate base salary and incentive bonus formula for the CEO
and other executive officers taking into consideration their individual job
responsibilities and the financial performance of the Company during the prior
fiscal year.

The Company has used stock options and stock appreciation rights to reward
the performance of executives. These are granted under the Long Term Incentive
Plan. Grant of stock options and stock appreciation rights are made by the Stock
Option Committee to key employees after considering the recommendations of the
Chairman.

The Compensation Committee believes that the incentive bonus formulas and
stock options/stock appreciation rights assure that a significant portion of the
CEO's compensation relate to the Company's performance.

The base salary and incentive bonus formula for Mark W. McCutcheon, the
Company's CEO, during fiscal year 2004 were determined based upon his
responsibilities and contributions to the Company and the performance of the
Company. During fiscal 2004, Mr. McCutcheon received a base salary of $210,000
which was unchanged from the prior year. Mr. McCutcheon's incentive bonus
formula which was based upon a pre-determined percentage of the Company's
pre-tax operating earnings that exceeded a target of return on equity, produced
a bonus of $0 for fiscal 2004. Mr. McCutcheon did not receive any stock options
during fiscal 2004.

In April of 2004, the Compensation Committee held its regular meeting to
consider and recommend compensation for the fiscal year beginning June 1, 2004.
At that meeting, the Compensation Committee, upon recommendation of John S.
Stein, Chairman, and employing the factors and criteria set out above,
recommended that the base salary for Mark W. McCutcheon as President and CEO be
increased 2% from $210,000 to $215,000 year and that the base salary of Patty
Townsend, who was elected CFO, Vice President and Secretary as of March 1, 2004,
be set at $99,000. The recommendations of the Compensation Committee were
approved by the Board of Directors.

Compensation Committee: J. Wallace Nall, Jr., John S. P. Samford, James I.
Rotenstreich, John S. Stein, Joann F. Bashinsky, and F. Wayne Pate.

Shareholder Return Performance Graph

The following graph illustrates, for the period commencing May 31, 1999,
and ending May 31, 2004, the yearly percentage change in the cumulative total
shareholder return on the Company's common stock as compared with the cumulative
total returns of other companies included within the NASDAQ Stock Market (U.S.
Companies) Index and the Company's Peer Group.

The Company has selected a Peer Group consisting of the four
publicly-traded companies named below which are in the snack food industry.
Virtually all of the Company's direct competitors and peers are privately-held
companies or subsidiaries or divisions of larger publicly-held companies so that
the available members of the Peer Group are limited.

[PLEASE SEE SUPPLEMENTAL PDF FOR GRAPHICAL REPRESENTATION]

PREPARED FOR: GOLDEN ENTRPS
PREPARED ON: June 17, 2004
ZACKS TOTAL RETURN ANNUAL COMPARISON
5 YEAR CUMULATIVE TOTAL RETURN SUMMARY
May 2004

1999 2000 2001 2002 2003 2004
---- ---- ---- ---- ---- ----

Golden Enterprises Return % -19.41 38.65 23.14 -48.34 37.94
Cum $ $100.00 $80.59 $111.74 $137.60 $71.08 $98.05

NASDAQ US Return % 37.97 -37.79 -23.18 -0.74 24.97
Cum $ $100.00 $137.97 $85.83 $65.93 $65.44 $81.78

Peer Group Only Return % -28.01 31.91 53.88 -20.13 37.82
Cum $ $100.00 $71.99 $94.96 $146.12 $116.71 $160.85

Peer Group + GLDC Return % -27.71 32.17 52.67 -20.97 37.83
Cum $ $100.00 $72.29 $95.55 $145.88 $115.29 $158.90

NOTE: Data complete through last fiscal year.
NOTE: Corporate Performance Graph with peer group uses peer group only performance (excludes only company).
NOTE: Peer group indices use beginning of period market capitalization weighting.
NOTE: S&P index returns are calculated by Zacks.

Restated Previous Year

ZACKS TOTAL RETURN ANNUAL COMPARISON
5 YEAR CUMULATIVE TOTAL RETURN SUMMARY
May 2003

1998 1999 2000 2001 2002 2003
---- ---- ---- ---- ---- ----

Golden Entrps Return % -28.54 -19.41 38.65 23.14 -48.34
Cum $ $100.00 $71.46 $57.59 $79.85 $98.32 $50.79

NASDAQ US Return % 41.48 37.97 -37.79 -23.18 -0.74
Cum $ $100.00 $141.48 $195.20 $121.43 $93.28 $92.59

Peer Group Only Return % -17.04 -28.01 31.91 53.88 -20.13
Cum $ $100.00 $82.96 $59.72 $78.77 $121.22 $96.81

Peer Group + GLDC Return % -17.53 -27.71 32.17 52.67 -20.97
Cum $ $100.00 $82.47 $59.62 $78.80 $120.30 $95.07

WEIGHTED ANNUAL RETURNS - BEGINNING OF PERIOD MARKET CAPITALIZATION BASIS

WEIGHTED ANNUAL RETURN PERCENTAGES WEIGHTED ANNUAL RETURN
PEER COMPANIES ONLY COMPANY + PEER GROUP
COMPANY TICKER FYE 1999 2000 2001 2002 2003 2004 1999 2000 2001 2002 2003 2004
------- ------ --- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----

Golden Entrps GLDC 5 -1.216 -0.694 1.507 0.910 -1.441 0.719
J&J Snack Foods JJSF 9 0.776 -4.080 8.549 9.483 -2.350 5.299 0.743 -3.934 8.216 9.110 -2.280 5.198
Lance Inc LNCE 12 -10.205 -9.375 8.155 12.391 -9.643 14.708 -9.770 -9.040 7.837 11.904 -9.356 14.429
Ralcorp Hld-New RAH 9 -4.863 -14.544 10.700 32.158 -5.141 17.498 -4.656 -14.024 10.283 30.892 -4.988 17.166
Tasty Baking TBC 12 -2.753 -0.015 4.503 -0.147 -2.996 0.319 -2.636 -0.014 4.328 -0.142 -2.907 0.313

WEIGHTED AVERAGE RETURNS -17.04 -28.01 31.91 53.88 -20.13 37.82 -17.53 -27.71 32.17 52.67 -20.97 37.83
(PEER ONLY) (PEER & COMPANY)

ANNUAL TOTAL RETURN PERCENTAGES

ANNUAL TOTAL RETURN PERCENTAGES STARTING CUMULATIVE TOTAL DOLLAR
BASIS RETURN ($100 BASIS)

COMPANY TICKER FYE 1999 2000 2001 2002 2003 2004 1999 2000 2001 2002 2003 2004
------- ------ --- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----

Golden Entrps GLDC 5 -28.54 -19.41 38.65 23.14 -48.34 37.94 100.00 80.59 111.74 137.60 71.08 98.05
J&J Snack Foods JJSF 9 7.44 -28.31 57.38 54.63 -13.04 25.57 100.00 71.69 112.82 174.46 151.71 190.51
Lance Inc LNCE 12 -26.73 -28.14 25.97 42.06 -36.74 72.94 100.00 71.86 90.52 128.59 81.34 140.67
Ralcorp Hld-New RAH 9 -11.44 -32.45 24.70 76.98 -10.63 32.60 100.00 67.55 84.24 149.09 133.24 176.69
Tasty Baking TBC 12 -31.02 -0.20 43.36 -1.29 -40.78 5.85 100.00 99.80 143.08 141.23 83.63 88.52

ANNUAL MARKET CAPITALIZATION - BEGINNING OF PERIOD MARKET CAPITALIZATION BASIS

---------------ANNUAL MARKET CAPITALIZATION ($)------------ ANNUAL MARKET CAPITALIZATION WEIGHTS (%)
PEER GROUP ONLY

COMPANY TICKER FYE 1999 2000 2001 2002 2003 2004 1999 2000 2001 2002 2003 2004
------- ------ --- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----

J&J Snack Foods JJSF 9 171.69 188.97 133.98 197.28 313.78 280.49 0.1043 0.1441 0.1490 0.1736 0.1802 0.2072
Lance Inc LNCE 12 628.53 436.85 282.37 334.80 456.89 272.95 0.3818 0.3331 0.3140 0.2946 0.2624 0.2016
Ralcorp Hld-New RAH 9 700.03 587.79 389.46 474.77 842.32 726.43 0.4252 0.4482 0.4331 0.4177 0.4838 0.5367
Tasty Baking TBC 12 146.08 97.82 93.39 129.69 127.88 73.75 0.0887 0.0746 0.1039 0.1141 0.0735 0.0545

TOTAL MKT CAP $1,646.33 $1,311.43 $899.20 $1,136.54 $1,740.86 $1,353.61
(PEER GROUP ONLY)

ANNUAL MARKET CAPITALIZATION - BEGINNING OF PERIOD MARKET CAPITALIZATION BASIS

---------------ANNUAL MARKET CAPITALIZATION ($)--------------- ANNUAL MARKET CAPITALIZATION WEIGHTS (%)
COMPANY + PEER GROUP

COMPANY TICKER FYE 1999 2000 2001 2002 2003 2004 1999 2000 2001 2002 2003 2004
------- ------ --- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----

Golden Entrps GLDC 5 73.24 48.64 36.48 46.55 53.47 26.14 0.0426 0.0358 0.0390 0.0393 0.0298 0.0189
J&J Snack Foods JJSF 9 171.69 188.97 133.98 197.28 313.78 280.49 0.0998 0.1389 0.1432 0.1667 0.1749 0.2033
Lance Inc LNCE 12 628.53 436.85 282.37 334.80 456.89 272.95 0.3655 0.3212 0.3018 0.2830 0.2546 0.1978
Ralcorp Hld-New RAH 9 700.03 587.79 389.46 474.77 842.32 726.43 0.4071 0.4322 0.4162 0.4013 0.4694 0.5265
Tasty Baking TBC 12 146.08 97.82 93.39 129.69 127.88 73.75 0.0850 0.0719 0.0998 0.1096 0.0713 0.0534

TOTAL MKT CAP $1,719.57 $1,360.07 $935.68 $1,183.09 $1,794.33 $1,379.76
(COMPANY + PEER GROUP)

This assumes that $100 was invested in the Company's common stock on May
31, 1999, in the NASDAQ Stock Market (U.S. Companies) Index and in the Peer
Group, which consisted of Lance, Inc., J & J Snack Foods Corp., Tasty Baking Co.
and Ralcorp Holdings, Inc. and that dividends were re-invested.

CERTAIN TRANSACTIONS

During the fiscal year ended May 31, 2004, the law firm of Spain & Gillon,
L.L.C., of which John P. McKleroy, Jr. is a member, served as General Counsel
and performed various legal services for the Company and its subsidiary. The
firm will continue to perform legal services for the current fiscal year.

During the fiscal year ended May 31, 2004, Golden Flake Snack Foods, Inc.
("Golden Flake"), a wholly-owned subsidiary of the Company, leased 20 delivery
vans from SYB, Inc., a corporation primarily owned and controlled by Sloan Y.
Bashinsky, Sr. This lease was executed in a prior year. Golden Flake used the
delivery vans in its ordinary course of business of distributing snack food
products. During the fiscal year, Golden Flake paid an average monthly lease
payment of $777.00 per month for each delivery van. Upon expiration of the
delivery van lease on May 31, 2004, Golden Flake has exercised its option to
purchase the vans at their salvage value of $8,000 per van.

The Company has discontinued the vehicle lease program with SYB, Inc. As of
the beginning of the current fiscal year Golden Flake did not lease any vehicles
from SYB, Inc. and does not intend to lease any vehicles in the future.

Golden Flake owns a Cessna Citation II Airplane for business use. Sloan Y.
Bashinsky, Sr. has leased the plane for personal use of up to 100 flight hours
per year. The lease requires monthly payments of $20,000. During fiscal year
2004, Mr. Bashinsky paid lease payments to Golden Flake of $240,000, and also
paid all flight crew expenses for flights used by him. The lease is structured
so that the costs of ownership, maintenance, and operation of the plane to
Golden Flake are offset by the lease payments and payment of the flight crew
expenses on flights used by Mr. Bashinsky. The lease is for a term of one year
and automatically renews annually on each February 1, unless Golden Flake or Mr.
Bashinsky elects to terminate the same. The current lease term will expire on
January 31, 2005. Mr. Bashinsky's personal use of the plane is coordinated with
Golden Flake so as not to interfere with Golden Flake's business use.

On April 21, 2004, the Company purchased, in a private transaction, 30,475
shares of the Company's common stock from W & C Family Partnership, LTD. (the
"Partnership"). The purchase price was $3.00 per share, for a total purchase
price of $91,425. The purchase price was within the price range established by
the high ($3.06) and low ($2.97) market price for the Company's stock traded in
the over-the-counter market on April 24, 2004. J. Wallace Nall, Jr., a Director
of the Company, is the general partner and a limited partner of the Partnership.
By virtue of his ownership interest in and positions with the Partnership, J.
Wallace Nall, Jr. was deemed the beneficial owner of 23,538.89 shares of the
company stock purchased by the Company.

The Company believes that these transactions were on terms equal to or
better than those available from unaffiliated third parties.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee reviews with the independent auditors, the Company's
Chief Financial Officer and the Company's general counsel the results of the
independent auditor's annual report on the Company's financial statements. The
Audit Committee selects and engages the Company's independent auditors and
performs such additional functions as are necessary or prudent to fulfill the
Committee's duties and responsibilities and reports its recommendations and
findings to the full Board of Directors.

The Board of Directors has adopted a written charter for the Audit
Committee, which is reviewed and reassessed for adequacy on an annual basis. A
copy of the Charter is attached to this Proxy Statement as Appendix 1.

The Audit Committee has reviewed and discussed the audited financial
statements for the year ended May 31, 2004 with management. The Audit Committee
has also discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61 ("SAS 61 "). The Audit
Committee has received the written disclosures and the letter from the
independent auditors required by Independence Standards Board Standard No.1 and
has discussed with the independent auditors their independence. The Audit
Committee has also discussed with the management of the Company and the
independent auditors, such other matters and received such assurances from them
as deemed appropriate by the Audit Committee.

Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements
referred to above be included in the Company's Annual Report on form 10-K for
filing with the Securities and Exchange Commission.

The Audit Committee has considered whether the provision of the non-audit
services performed by Dudley, Hopton-Jones, Sims and Freeman, PLLP, as described
on Page 17 hereof is compatible with maintaining Dudley, Hopton-Jones, Sims and
Freeman, PLLP's independence.

Members of the Audit Committee: James I. Rotenstreich, John S. P. Samford
and Edward R. Pascoe.

INDEPENDENT ACCOUNTANTS

Dudley, Hopton-Jones, Sims & Freeman, PLLP, Certified Public Accountants
("Dudley, Hopton- Jones") were selected by the Audit Committee and ratified by
the Board of Directors as the independent accountants to audit the Company's
financial statements for the fiscal year ended May 31, 2004. Dudley,
Hopton-Jones has served as independent auditors to the Company since 1977.
Representatives of Dudley, Hopton-Jones will be present at the annual meeting
and will have the opportunity to make a statement if they wish to do so, and
will be available to respond to appropriate questions from stockholders.

During the fiscal years ended May 31, 2004 and 2003, Dudley, Hopton-Jones,
Sims & Freeman PLLP provided various audit and non-audit services to the Company
and its subsidiary. As a part of their services as the Company's auditors, they
audited the consolidated financial statements of the Company and its subsidiary,
the individual financial statements of the Company and Golden Flake Snack Foods,
Inc. and its subsidiary and also reviewed the preparation of the Company's
Annual Report (Form 10-K) for filing with the Securities and Exchange
Commission.

During fiscal years 2004 and 2003, Dudley, Hopton-Jones billed the company
for services provided in the following categories and amounts:

AuditFees. Dudley, Hopton-Jones billed the Company $96,675 for audit
services for the Company's annual financial statements for fiscal year
2004 and for the review of the financial statements included in the
Company's quarterly reports on Form 10-Q filed for the first three
quarters of fiscal 2004. Dudley, Hopton-Jones billed the Company
$89,425 for fiscal year 2003 for audit services and for review of
financial statements included in the Company's 10-Q Report for the
first three quarters of fiscal year 2003.

Audit-Related Fees. Dudley, Hopton-Jones did not provide any audit
related services to the Company for the fiscal years ended May 31,
2004 and 2003.

Tax Fees: Dudley, Hopton-Jones billed the Company $18,410 for tax
services during the fiscal year ended May 31, 2004. Tax services
included tax planning, tax advice and the preparation of tax reports.
During the fiscal year ended May 31, 2003, Dudley, Hopton-Jones billed
the Company $14,000 for tax services.

All Other Fees. Dudley, Hopton-Jones did not provide any other
services to the Company other than those described above nor were
there any other fees billed to the Company other than those described
above.

The Audit Committee is required to pre-approve all services to be rendered
by the Company's Independent Auditors prior to performance of such services.
Pre-approval of services may be done in one of two ways, specific pre-approval
or general pre-approval. With the use of specific pre-approval, the Audit
Committee must specifically pre-approve the services that are to be rendered by
the Independent Auditors prior to their engagement to render such services. The
Audit Committee has elected to implement the specific pre-approved policy and
procedure. As a result, all services provided by the Independent Auditors must
be specifically pre-approved by the Audit Committee.

The services of the Independent Auditors described above hereof were
specifically pre-approved by the Audit Committee prior to the engagement of the
Independent Auditors to render such services.

The Company has not selected the principal accountants to audit its
financial statements for the current fiscal year. It is the Company's policy to
select its principal accountants after the preceding year's audit has been
completed and the Company has had time to consider the selection.

FINANCIAL STATEMENTS

Consolidated Financial Statements of the Company and its subsidiary for the
fiscal year ended May 31, 2004, are contained in the 2004 Annual Report to
Stockholders which accompanies this Proxy Statement. However, such Report and
Financial Statements contained therein are not to be considered a part of this
solicitation material since they are not deemed material to the matters to be
acted upon at the meeting.

STOCKHOLDER PROPOSALS FOR 2005 ANNUAL MEETING

Any stockholder desiring to submit a proposal to be considered by the Board
of Directors for inclusion in the proxy statement and form of proxy relating to
next year's Annual Meeting of Stockholders must do so in writing received by the
Company on or before May 31, 2005. Any other stockholder proposals for the
Company's 2005 Annual Meeting of Stockholders must be received no later than
July 27, 2005. The proposals must comply with all applicable statues and
regulations. Any such proposals should be submitted to Golden Enterprises, Inc.,
Attention: Patty Townsend, CFO, Vice President & Secretary, One Golden Flake
Drive, Birmingham, Alabama 35205.

CODE OF CONDUCT AND ETHICS

Golden Enterprises has adopted a code of Conduct and Ethics that applies to
its directors, officers and employees and to all employees of Golden Flake Snack
Foods, Inc. The Code of Conduct and Ethics and any amendments thereto, are
available on Golden Flake's website at www.goldenflake.com. Any waiver from the
Code of Conduct and Ethics for Directors and Officers also will be made
available on Golden Flake's website at www.goldenflake.com.

OTHER BUSINESS

It is not anticipated that there will be presented to the meeting any
business other than the matters set forth herein and the management was not
aware, a reasonable time before this solicitation of proxies, of any other
matter which may properly be presented for action at the meeting. If any other
business should come before the meeting, the persons named on the enclosed proxy
will have discretionary authority to vote all proxies in accordance with their
best judgment.

By Order of the Board of Directors

John S. Stein
Chairman

APPENDIX 1
Amended and Restated
Charter of the Audit Committee of the Board of Directors
of Golden Enterprises, Inc.

I. Audit Committee Purpose

The Audit Committee is appointed by the Board of Directors to
assist the Board in fulfilling its oversight responsibilities in
the following areas:

1. Monitoring the integrity of the Company's financial
reporting process and systems of internal controls regarding
finance, accounting and legal compliance including the
performance of the Company's internal audit function.

2. Monitoring the independence, qualification and performance
of the Company's independent auditors.

3. Providing an avenue of communication among the independent
auditors, management and the Board of Directors.

The Audit Committee has the authority to conduct any
investigation appropriate to fulfilling its responsibilities, and
it has direct access to the independent auditors as well as
anyone in the Company. The Audit Committee has the ability to
retain, at the Company's expense, special legal, accounting or
other consultants or experts it deems necessary in the
performance of its duties, and the Company shall provide
appropriate funding, as determined by the Audit Committee, for
the compensation of such retained persons. The Company shall
provide appropriate funding, as determined by the Audit
Committee, for the ordinary administrative expenses of the Audit
Committee that are necessary or appropriate to carry out its
duties.

II. Audit Committee Composition and Meetings.

AuditCommittee members shall meet the qualifications, including
the independence and experience requirements, of the NASDAQ
listing standards and the rules and regulations of the SEC. The
Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent
nonexecutive directors, free from any relationship that would
interfere with the exercise of his or her independent judgment.
All members of the Committee shall have a basic understanding of
finance and accounting and be able to read and understand
fundamental financial statements, and at least one member of the
Committee shall have the necessary accounting or related
financial management expertise to meet the requirements of a
"financial expert" as defined by the SEC.

Audit Committee members shall be appointed by the Board. If an
Audit Committee Chair is not designated by the Board, the members
of the Committee may designate a Chair by majority vote of the
Committee membership.

The Committee shall meet at least two times annually, or more
frequently as circumstances dictate. The Audit Committee Chair
shall prepare and/or approve an agenda in advance of each
meeting. The Committee, at each meeting, shall meet with
management and the independent auditors to discuss any matters
that the Committee or each of these groups believe should be
discussed. In addition, the Committee should communicate with
management, the internal auditors and the independent auditors
as, the circumstances dictate, to review the Company's financial
statements and significant findings based upon the independent
auditors quarterly review procedures.

III. Audit Committee Responsibilities and Duties.

Review Procedures
-----------------

1. Review the adequacy of this Charter at least annually.
Submit its recommendations regarding changes to the Charter
to the Board of Directors for approval and have the document
published at least every three years in accordance with SEC
regulations.

2. Discuss the Company's annual audited financial statements
with management prior to filing or distribution, including
significant issues regarding accounting and auditing
principles, practices and judgments.

3. In consultation with the management, the internal auditors
and the independent auditors, consider the integrity of the
Company's financial reporting processes and controls.
Discuss significant financial risk exposures and the steps
management has taken to monitor, control and report such
exposures. Review significant findings prepared by the
independent auditors and the internal auditors, together
with management's responses.

4. Discuss with management and the independent auditors
significant financial reporting issues and judgments made in
connection with the preparation of the Company's financial
statements, including any significant changes in the
Company's selection or application of accounting principles,
any major issues as to the adequacy of the Company's
internal controls and any special steps adopted in light of
material control deficiencies.

5. Discuss disclosures made to the Audit Committee by the
Company's CEO and CFO during their certification process for
the Form 10-K and Form 10-Q about any significant
deficiencies in the design or operation of internal controls
or material weaknesses therein and any fraud involving
management or other employees who have a significant role in
the Company's internal controls.

Independent Auditors
--------------------

6. The Audit Committee shall have the sole authority to appoint
or replace the independent auditors. The Committee shall be
directly responsible for the appointment, compensation,
retention and oversight of the work of the independent
auditors (including resolution of disagreements between
management and the independent auditors regarding financial
reporting) for the purpose of preparing or issuing an audit
report or performing other audit, review or attest services.
The independent auditors shall report directly to the
Committee.

7. The Company shall provide for appropriate funding, as
determined by the Audit Committee, for payment of
compensation to the independent auditors for the purpose of
rendering or issuing an audit report or performing other
audit, review or attest services.

8. On an annual basis, the Audit Committee should review and
discuss with the independent auditors: (a) all significant
relationships they have with the Company that could impair
the auditors' independence, (b) all critical accounting
policies and practices to be used, (c) all alternative
treatments of financial information within generally
accepted accounting principles that have been discussed with
management, ramifications of the use of such alternative
disclosures and treatments, and the treatment preferred by
the independent auditor, and (d) any material written
communications between the independent auditor and
management, such as any management letter or schedule of
unadjusted differences.

9. The Audit Committee shall ensure its receipt from the
independent auditors of a formal written statement
delineating all relationships between the auditor and the
company, consistent with Independence Standards Board
Standard 1.

10. Review the independent auditors' audit plan - discuss scope,
staffing, locations, reliance upon management and general
audit approach.

11. Prior to releasing the year-end earnings, discuss the
results of the audit with the independent auditors. Discuss
those matters required to be communicated to audit
committees in accordance with AICPA SAS 61 and those matters
required to be communicated to audit committees in
accordance with SEC rules and regulations.

12. Consider the independent auditors' judgments about the
quality and appropriateness of the Company's accounting
principles as applied in its financial reporting.

13. Pre-approve all auditing services and permitted non-audit
services (including the fees and terms thereof) to be
performed by the independent auditor, subject to applicable
de minimis exceptions for non-audit services.

Internal Auditors
-----------------

14. Review the appointment and replacement of the internal
auditor.

15. Review the significant reports to management prepared by the
internal auditor and management's responses.

16. Discuss with the independent auditor and management the
internal audit department responsibilities, budget and
staffing and any recommended changes in the planned scope of
the internal audit function.

Legal Compliance
----------------

17. On at least an annual basis, review with the Company's
counsel any legal matters that could have a material impact
on the Company's financial statements and with management
any reports or inquiries received from regulators or
governmental agencies.

Other Audit Committee Responsibilities
--------------------------------------

18. Cause to be prepared the report to shareholders that is
required by the Securities and Exchange Commission. The
report should be included in the Company's annual proxy
statement.

19. Establish procedures for the receipt, retention and
treatment of complaints received by the Company regarding
accounting, internal accounting controls or auditing
matters, and the confidential, anonymous submission by
employees of concerns regarding questionable accounting or
auditing matters.

20. Perform any other activities consistent with this Charter,
the Company's by-laws and governing law, as the Committee or
the Board deems necessary or appropriate.

21. Maintain minutes of meetings and periodically report to the
Board of Directors on significant results of the foregoing
activities.

IV. Limitation of Audit Committee's Role.

While the Audit Committee has the responsibilities and powers set
forth in this Charter, it is not the duty of the Committee to
plan or conduct audits or to determine that the Company's
financial statements and disclosures are complete and accurate
and are in accordance with generally accepted accounting
principles and applicable rules and regulations. These are the
responsibilities of management and the independent auditors.