Attached files

                                                                    EXHIBIT 31.2

                  CERTIFICATION BY PATTY TOWNSEND PURSUANT TO
                 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Patty Townsend, certify that:

     1.   I have  reviewed  this  Quarterly  Report  on  Form  10-Q  of  Golden
          Enterprises,  Inc.  for  the  third  quarter  ended February 26, 2010;

     2.   Based on  my  knowledge,  this  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  report;

     3.   Based on  my  knowledge,  the  financial  statements,  and  other
          financial  information  included in this 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  report;

     4.   The registrant's  other  certifying  officer(s)  and  I  are
          responsible  for  establishing and maintaining disclosure controls and
          procedures  (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
          and  internal control over financial reporting (as defined in Exchange
          Act  Rules  13a-15(f)  and  15d-  15(f)  for  the registrant and have:

          a)   Designed  such  disclosure  controls  and  procedures,  or caused
               such  disclosure controls and procedures to be designed under our
               supervision,  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  report  is  being  prepared;

          b)   Designed  such  internal  control  over  financial  reporting, or
               caused  such  internal  control  over  financial  reporting to be
               designed  under  our supervision, to provide reasonable assurance
               regarding  the  reliability  of  financial  reporting  and  the
               preparation  of  financial  statements  for  external purposes in
               accordance  with  generally  accepted  accounting  principles;

          c)   Evaluated  the  effectiveness  of  the  registrant's  disclosure
               controls  and  procedures  and  presented  in  this  report  our
               conclusions  about  the  effectiveness of the disclosure controls
               and  procedures,  as  of  the  end  of the period covered by this
               report  based  on  such  evaluation;  and

          d)   Disclosed  in  this  report  any  change  in  the  registrant's
               internal  control  over  financial reporting that occurred during
               the  Registrant's  most  recent  fiscal quarter (the registrant's
               fourth  fiscal  quarter in the case of an annual report) that has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,  the  registrant's  internal  control  over  financial
               reporting;  and

     5.   The registrant's  other  certifying  officer(s)  and  I  have
          disclosed,  based  on  our  most recent evaluation of internal control
          over  financial  reporting, to the registrant's auditors and the audit
          committee  of  the  registrant's  board  of  directors  (or  persons
          performing  the  equivalent  functions):

          a)   All significant  deficiencies  and  material  weaknesses  in  the
               design  or operation of internal control over financial reporting
               which  are reasonably likely to adversely affect the Registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information;  and

          b)   Any fraud,  whether  or  not  material,  that involves management
               or  other  employees  who  have  a  significant  role  in  the
               registrant's  internal  control  over  financial  reporting.


Dated:     April 15, 2010


/s/Patty Townsend
-----------------
Patty Townsend
Vice-President and Chief Financial Officer


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