EFFECTIVE AUGUST 23RD, 2004

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported) September 23, 2004

                            GOLDEN ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                   0-4339                63-0250005
(State or other jurisdiction      (Commission File         (IRS Employer
    of incorporation)                Number)          Identification No.)


         One Golden Flake Drive, Birmingham, Alabama        35205
          (Address of principal executive offices)        (Zip Code)


       Registrant's telephone number, including area code: (205) 458-7316

                                       N/A
         (Former name or former address, if changed since last report.)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))


TABLE OF CONTENTS

Item 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On September 23, 2004, Golden  Enterprises issued a press release (the "Earnings
Press  Release")  announcing its earnings for the First quarter ended August 31,
2004.  A copy of the Earnings  Press  Release is attached as Exhibit  99.1.  The
Earnings Press Release is incorporated herein by Reference.

(a.) Golden  Enterprises,  Inc.'s Board of Directors  today declared a quarterly
     dividend of $.03125 per share payable  October 27, 2004 to  stockholders of
     record on October 8, 2004.

     For the three  months ended August 31,  2004,  Golden  Enterprises,  Inc.'s
     basic and diluted  earnings per share were $.02  compared to $.04 last year
     (restated), on net sales of $24,766,426 versus $24,580,778, 1% increase.

     During the first  quarter,  gross margins  increased  $.15 million,  or 1%,
     compared to the prior year quarter,  as gains from  improved  manufacturing
     efficiencies  more than offset net  unfavorable  raw material and packaging
     costs.

     Selling,  general and administrative expenses increased $.59 million, or 5%
     during the first quarter ended August 31, 2004. This increase was primarily
     in selling and delivery expenses and employee benefit costs.

     Management will continue to explore ways to manage our rising fuel cost and
     other increasing commodities.

     The  following is a summary of sales and income  information  for the three
     months ended August 31, 2004 and 2003.


                                                THREE MONTHS ENDED
                                                    AUGUST 31,
                                            -------------------------
                                                           (Restated)
                                                2004          2003
                                            -------------------------
Net sales                                   $24,766,426   $24,580,778
                                            ===========   ===========

Income before income taxes                  $   298,525   $   685,337
Income taxes                                    110,350       253,645
                                            -----------   -----------

Net income                                  $   188,175   $   431,692
                                            ===========   ===========

Basic and diluted earnings per share        $      0.02   $      0.04
                                            ===========   ===========

Basic weighted shares outstanding            11,852,830    11,883,305
                                            ===========   ===========

Diluted weighted shares outstanding          11,852,830    11,883,305
                                            ===========   ===========



     This News Release contains certain  forward-looking  statements  within the
     meaning of the Private  Securities  Litigation  Reform Act of 1995.  Actual
     results  could differ  materially  from those  forward-looking  statements.
     Factors that may cause actual  results to differ  materially  include price
     competition,  industry consolidation,  raw material costs and effectiveness
     of sales and marketing  activities,  as described in the Company's  filings
     with the Securities and Exchange Commission.







ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

         (C.)  EXHIBITS
                  99.1 Press Release dated September 23, 2004




                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
     Registrant  has duly  caused  this report to be signed on its behalf by the
     undersigned hereto duly authorized.

Dated September 23, 2004


                                    GOLDEN ENTERPRISES, INC.


                                    By:/s/ Patty Townsend
                                    --------------------------------------
                                         Patty Townsend
                                         Vice President, CFO and Secretary