March 2, 2005


via facsimile and U.S. mail
Ms. Patty Townsend
Vice President, Secretary and Principal Financial Officer
Golden Enterprises, Inc.
One Golden Flake Drive
Birmingham, AL 35205

	Re:	Golden Enterprises, Inc.
		Form 10-K for the year ended May 31, 2004
		Form 10-Q for the period ending November 30, 2004
		File No. 0-04339

Dear Ms. Townsend:

      We have reviewed the above filings and have the following
comments. Our review has been limited to your financial statements
and the related disclosures in Management`s Discussion and
Analysis.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.













10-K for the year ended May 31, 2005

Explanatory Note, page 3

1. We understand that you have restated your financial statements
for
the fiscal years ended 2003 and 2002 due to the correction of
errors
in various prior period accruals. Please tell us how the errors
were
discovered and what you determined to be the cause, as well as the
date that the Company expects to have the issues resolved.

Management`s Discussion and Analysis

Critical Accounting Policies and Estimates, page 13

2. We note that you identify several categories of accounting
where
critical estimates are necessary to record the activity presented
in
your financial statements. However, your disclosures appear to
lack
association with specific estimates that may be necessary to an
understanding of your liquidity, capital resources, and results of
operations. Also, since you state that you do not believe there is
a
"great likelihood" that materially different amounts would be
reported under different conditions or using different
assumptions,
and because you repeat the accounting policy notes in several
instances, it appears you have not adhered to the guidance in FRC
Section 501.14.

To the extent you have identified areas involving critical
accounting
estimates, please expand your disclosure to address the
assumptions
made in specific instances where uncertainties exist and where
different assumptions could have reasonably been used in making
your
estimates to comply with Instruction 3 to Paragraph 303(a) of
Regulation   S-K.  Your disclosures should provide information
about
the quality and variability of your earnings and cash flow so that
investors may ascertain the indicative value of your reported
financial information.  We generally find that disclosures
including
both a sensitivity analysis and discussion of historical
experience
in making the critical estimate are effective in conveying this
information.

If the matters identified under this heading are not properly
characterized as relating to critical accounting estimates, please
revise your disclosures to clarify how the information relates to
the
MD&A objectives articulated in FRC Section 501.12.








Liquidity and Capital Resources, page 14

3. We note that you attribute changes in operating cash flow to
"...changes in receivables, inventories, and accounts payable
offset
by the net loss...."  It seems that you could expand your
discussion
and analysis in a meaningful way by addressing changes in the
underlying drivers of the fluctuations observed (e.g. those
factors
that have impacted cash receipts and cash payments), as would
ordinarily be required under FRC Sections 501.13.b.1. and 13.b.2.
Please revise your disclosure accordingly.  Also submit for our
review a computation of operating cash flows covering each period
presented using the direct method described in paragraph 27 of
SFAS
95.

Operating Results, page 15

4. We understand from your disclosure on page 12 that you sell a
variety of products including chips, cakes, dips, meat, and nuts.
However, we are unable to locate the disclosure of revenue
information by product group that would ordinarily be required
under
Item 101(c)(i) of Regulation S-K.  It is also unclear which of
these
products you manufacture as opposed to those for which you simply
serve as a reseller.  Please revise your disclosures to clarify.
We
believe it would also be helpful for you to discuss your results
of
operations by addressing matters such as product mix and
profitability of the various product lines you have identified.
Please submit for our review a schedule showing sales, gross
margin,
and operating income attributable to each of the product lines for
each period presented.  Tell us how you determine which products
to
manufacture, which to purchase and sell, and describe the process
by
which decisions to alter the product mix are made and implemented.

Off-Balance Sheet Arrangement, page16

5. We note your disclosure under this heading and in Note 14
explaining that you entered into a five-year purchase agreement
with
a supplier.  Please expand your disclosure to further describe the
nature of the contract, indicating what you have agreed to
purchase,
as well as the quantities and prices per unit to which you are
committed in each year.  Indicate whether the prices are variable
or
fixed, such that your exposure to market price risk, as well as
the
significance of your commitment in relation to your overall needs,
is
made clear.








Recent Developments, page 16

6. We note that your auditors identified "material weaknesses" in
conjunction with their audits of the restatement of previously
issued
financial statements and for the fiscal year ended May 2004.  You
state that "The Company intends to identify and implement actions
to
improve the effectiveness of procedures and internal controls...."
It appears from this statement that the process of putting new
internal control objectives into place was ongoing as of the
balance
sheet date.  If true, it is unclear how you were able to certify
that
controls were effective as of the balance sheet date and that
there
were no subsequent changes in internal controls.  Please revise
your
disclosures as necessary to clarify.  It should be clear how your
view of the effectiveness of internal controls shifted once you
were
presented with conflicting information from your auditors.  Any
measures necessary to remedy the material weaknesses should be
described; it should be clear when you plan to implement the
necessary changes.  Until these have been resolved, we generally
believe that any assertions suggesting that your internal controls
are effective would be inconsistent with the information from your
auditors.

Financial Statements

Balance Sheet, page 20

7. Given the significance of your prepaid assets account, we
believe
it would be beneficial to separately disclose those items which
are
included in the account balance.

Statement of Operations, page 22

8. Tell us the amounts of depreciation included in your cost of
sales
and calculation of gross margin for each period.

Note 1- Summary of Significant Accounting Policies, page 26

	Inventories

9. Please expand your disclosure to include the nature of cost
elements included in inventory as required under Rule 5-02.6(b) of
Regulation S-X.








Closing Comments

      As appropriate, please amend your filing(s) and respond to
these comments within 10 business days or tell us when you will
provide us with a response.  You may wish to provide us with
marked
copies of amendment(s) to expedite our review.  Please furnish a
cover letter with your amendment(s) that keys your responses to
our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment(s) and responses to our comments.

      Direct questions regarding accounting issues and related
disclosures to Tracie Towner at (202) 824-5673, or in her absence,
to
Karl Hiller at (202) 942-1981.  Direct questions relating to all
other disclosure issues to the undersigned at (202) 942-1870.


							Sincerely,



							H. Roger Schwall
							Assistant Director




Golden Enterprises, Inc.
March 2, 2005
page 5




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE