UNITED STATES SECURITIES AND

EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

10. QUARTERLY REPORT PURSUANT TO SECTION 13

OR 15 (D) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the quarterly period ended February 28, 2003

OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________to_________________

Commission file number ________________0-4339___________________

GOLDEN ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE 63-0250005

_________________________ _____________________________

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) Identification No.)

Suite 208, 2140 11^th 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 March 31, 2003.

Outstanding at

Class March 31, 2003

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

February 28, 2003 and May 31, 2002 3

Item 1 Condensed Consolidated Statements of

February 28, 2003 and 2002

Item 1 Condensed Consolidated Statements of Cash

Flows- Nine Months Ended 5

February 28, 2003 and 2002

Item 1 Notes to Condensed Consolidated Financial

Statements 6

Item 1 Independent Accountants Report 7

Item 2 Managements Discussion and Analysis

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

February 28, May 31,

2003 2002

(Unaudited) (Audited)

ASSETS

Cash and cash equivalents $263,153 $286,480

Investment securities 4,882 15,998

Receivables, net 8,186,529 9,750,661

Note receivable, current 41,419 45,918

Inventories:

Raw material and supplies 1,856,070 1,605,640

Finished goods 2,959,711 3,604,482

4,815,781 5,210,122

Prepaid expense 4,806,450 4,031,037

Total current assets 18,118,214 19,340,216

Property, plant and equipment, net 15,702,892 17,096,260

Long-term note receivable 1,876,628 1,981,718

Other assets 2,800,675 2,800,673

$38,498,409 $41,218,867

LIABILITIES AND STOCKHOLDERS EQUITY

Current Liabilities

Checks outstanding in excess

of bank balance $1,473,870 $621,326

Accounts payable 3,043,823 2,803,182

Accrued and deferred

Income taxes 628,663 607,489

Other accrued expenses 885,307 975,047

Salary continuation plan 86,846 81,805

Note payable- bank, current 560,916 850,410

Total current liabilities 6,679,425 5,939,259

Long-Term Liabilities

Salary continuation plan 1,887,057 1,932,586

Note payable- bank, non-current 2,459,650 3,150,020

Total long-term liabilities: 4,346,707 5,082,606

Deferred income taxes 532,779 551,742

Stockholders Equity

Common Stock $66

2/3 par value: 9,219,195 9,219,195

35,000,000 shares

Authorized

Issued 13,838,793 shares

Additional paid-in capital 6,497,954 6,497,954

Retained earnings 21,755,526 24,461,288

37,472,675 40,178,437

Less: Cost of common shares

In treasury (1,945,488 at

February 28, 2003 and

May 31, 2002) (10,533,177) (10,533,177)

Total stockholders equity 26,939,498 29,645,260

Total $38,498,409 $41,218,867

See Accompanying Notes to Condensed Consolidated

Finanacial Statements

ITEM 1-GOLDEN ENTERPRISES, INC AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended Nine Months Ended

FEBRUARY 28, FEBRUARY 28,

2003 2002 2003 2002

(UNAUDITED)

Net sales $23,954,925 $27,026,714 $72,183,211 $77,942,155

Cost of

sales 12,582,983 14,281,584 38,177,312 40,322,413

Gross margin 11,371,942 12,745,130 34,005,899 37,619,742

Selling,

general and

administrative

expenses 12,097,942 11,016,840 35,642,906 33,537,495

Operating

income (726,000) 1,728,290 (1,637,007) 4,082,247

Other income

(expenses):

Investment

income 39,356 40,891 122,406 156,979

Gain on sale

of assets 22,737 35,816 269,326 187,728

Other income 29,365 34,031 75,309 90,052

Interest expense (66,205) (51,816) (207,022) (135,367)

Total other

income

(expenses) 25,253 58,922 260,019 299,392

Income (loss)

before

income taxes (700,747) 1,787,212 (1,376,988) 4,381,639

Income tax

expense (266,967) 664,262 (527,998) 1,633,616

Net income

(loss) $(433,780) $1,122,950 $(848,990) $2,748,023

PER SHARE OF COMMON STOCK:

Net income

(loss) -$0.04 $0.09 -$0.07 $0.23

Weighted

average number

of common shares

outstanding 11,883,305 11,884,608 11,883,305 11,903,323

Cash dividends

paid per share

of common

stock $0.0313 $0.0625 $0.0938 $0.1250

ITEM 1

GOLDEN ENTERPRISES, INC.

AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

(UNAUDITED)

NINE MONTHS ENDED

February 28, February 28,

2003 2002

Cash flows from operating activities:

Net income (Loss) $(848,990) $2,748,023

Adjustment to reconcile net income

to net cash provided by

operating activities:

Depreciation and amortization 1,891,986 1,900,658

Deferred income taxes (18,963) (82,116)

Gain on sale of property and equipment (269,326) (187,728)

Changes in operating assets and liabilities:

Decrease (Increase) in receivable- net 1,564,132 (730,795)

Decrease (Increase) in inventories 394,341 (1,088,132)

(Increase) in pre-paid expenses (775,413) (1,050,581)

Decrease in other assets- long term 1

Increase (Decrease) in accounts payable 240,641 (1,403,174)

Increase in accrued income taxes 21,174 0

(Decrease in accrued expenses (89,740) (63,898)

(Decrease) increase in salary continuation (40,488) 95,506

Net cash provided by (used in)

operating activities 2,069,354 137,764

Cash flows from investing activities:

Purchase of property, plant and equipment -592,032 -5,083,120

Proceeds from sale of property, plant

and equipment 362,738 344,330

Collection of note receivable 109,589 31,479

Investment securities available- for sale:

Purchases -2,482,884 -5,261,047

Proceeds from disposal 2,494,000 7,745,277

Net cash (used in)

Investing activities (108,589) (2,223,081)

Cash flows from financing activities:

Debt proceeds 3,001,207

Debt repayments -979,864 -30,272

Increase in checks outstanding in

excess of bank balances 852,544 1,167,822

Purchases of treasury shares -193,419

Cash dividends paid -1,856,772 -2,231,359

Net cash (used in) provided by

financing activities (1,984,092) 1, 713,979

Net (decrease) in cash and

cash equivalents (23,327) (371,338)

Cash and cash equivalents

at beginning of year 286,480 710,278

Cash and cash equivalents

at end of quarter $263,153 $338,940

Supplemental information:

Cash paid during the year for:

Income taxes $88,206 $1,825,842

Interest 207,022 135,367

See Accompanying Notes to Condensed Consolidated Financial Statements.

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 third quarter of fiscal 2002 of $156,507. The net effect

increased earnings $94,746 net of $61,761 of taxes or $0.01

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 nine-months ended

`February 28, 2002.

NOTE 2- RECLASSIFICATION

2. Reclassifications have been made in the third 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

$2,795,000 of selling expenses, which were previously classified

as selling, general and administrative expenses

in the statement of operations for the quarter ended

February 28, 2002.

NOTE 3-

3. The results of operations for the nine months ended

February 28, 2003 and 2002 are not necessarily indicative

of the results to be expected for the full year.

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 third quarter

of fiscal 2002 of $156,507. The net effect increased earnings

$94,746 net of $61,761 of taxes or $0.01 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 nine months ended

February 28, 2002.

Reclassifications have been made in the third 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 $2,795,000

of selling expenses which were previously classified as

selling, general and administrative expenses in the statement

of operations for the quarter ended February 28, 2002.

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.

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.

Working Capital was $13.4 million at June 1, 2002 and $11.4

million at the end of the third quarter. Net cash provided by operating

activities amounted to $2.07 million for the nine months this year

compared to $.14 million for last years first nine months.

Additions to property, plant and equipment, net of disposals,

were $.50 million this year and $4.93 million last year.

Cash dividends of $1.86 million were paid during this years

first nine months compared to $2.23 million last year.

No cash was used to purchase treasury stock this year

and $.19 million was used last year, and $0.01 million

of cash was provided by a decrease in 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 2.71 to 1.00 at February 28, 2003.

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.

For the three months ended February 28, 2003, net

sales decreased 11.4% 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 third quarter cost of sales was

52.5% of net sales compared to 52.8% last year, and

selling, general and administrative expenses were 50.5%

of net sales this year and 40.8% 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, workers compensation, general and

auto liability insurance costs, and energy costs. The

Company also invested heavily in advertising and promotional

spending in its core market to match competitive activity during

the third quarter of this year.

For the year-to-date, net sales decreased 7.4% from

last year. Cost of sales was 52.9% of net sales compared

to 51.7% last year. Selling, general and administrative expenses

were 49.4% of net sales this year and 43.0% last year.

The Companys Gain on sale of assets for the third quarter

in the amount of $22,737 was from the sale of used transportation

equipment for cash.

For the year-to-date the Gain on sale of assets was

$269,326, $36,338 of which was from the sale of used

transportation equipment for cash, and $232,988 was

from the sale for cash of a central warehouse which was

consolidated into two other central warehouses.

The Companys third quarter investment income decreased

3.8% from last year because investment levels and interest

rates were lower. For the nine months, investment income

was 22.0% lower than last year.

The Companys effective tax rate for the third quarter

was minus 38.1% compared to 37.2% for last years third quarter

and minus 38.3% for the nine months this year and 37.3% last year.

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 February 28, 2003 variable rate

investment levels and bank loan balances, a one-point change

in interest rates would impact interest income by $49 on an

annual basis and interest expense by $30,206.

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.

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

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.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibit 99.1 Certification by Mark W. McCutcheon

Exhibit 99.2 Certification by John H. Shannon pursuant

(Registrant)

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 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: April 11, 2003

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: April 11, 2003

John H. Shannon

Vice-President and Chief Financial Officer

In connection with the quarterly report of Golden Enterprises, Inc.

(the Company) on Form 10-Q for the quarter ended February 28,

2003 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: April 11, 2003

President and Chief Executive Officer

EXHIBIT 99.2

In connection with the quarterly report of Golden Enterprises, Inc.

(the Company) on Form 10-Q for the quarter ended February 28,

2003 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: April 11, 2003

Vice-President and Chief Financial Officer