SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
                                (Amendment No. )

Filed by the Registrant
Filed by a Party other than the Registrant |_|

Check the appropriate box:

|_|   Preliminary Proxy Statement

|_|   Confidential, for Use of the Commission Only (as permitted by
      Rule 14a-6(e)(2))

|X|   Definitive Proxy Statement

|_|   Definitive Additional Materials

|_|   Soliciting Material Pursuant to ss. 240.14a-12


                            Golden Enterprises, Inc.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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|X| No fee required.

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                            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 22, 2010, 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 July 30, 2010, 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

                                       Mark  W. McCutcheon
                                       Chairman

Birmingham,  Alabama
September  1,  2010



     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.

                                       1


                                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  22, 2010, at 11:00 A.M.  All
holders  of record of common stock as of July 30, 2010, 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.

     Important  Notice Regarding Availability of Proxy Materials for Shareholder
Meeting  to be Held on September 22, 2010: This Proxy Statement, Proxy Card, the
Annual  Report  to  Stockholders  and  Form  10-K  are  available  on  line  at
www.goldenflake.com/financial.html.


                        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, email, 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 July 30, 2010, 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 July 30, 2010 was
11,734,632  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.

     If your shares are held in street name (which means they are held of record
by  a  broker),  you  must  instruct your broker how to vote the shares, or your
shares  will  not  be  voted  on any proposal for which the broker does not have
discretionary  authority  to vote. Due to a recent change in the rules governing
brokers, they no longer have discretionary authority to vote for the election of
Directors  without  instructions from the beneficial owner. Accordingly, if your
shares  are  held in street name, it is particularly important that you instruct
your  broker  how  you wish to vote your shares for the election of Directors at
the  Annual  Meeting.


         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

At July 30, 2010, SYB, Inc. and the Estate of Sloan Y. Bashinsky, Sr., deceased,
were the only persons known by the Company 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.

                                       2




                                                   Amount and Nature of
                                                 Beneficial Ownership (1)
     Name and Address of                         ------------------------      Percent of
     Beneficial Owner                               Direct     Indirect          Class
     -----------------                              ------     --------          -----
                                                                         
     SYB, Inc.
     3432 Briarcliff Road East                   5,283,128        -0-             45.0%
     Birmingham, Alabama 35223



     The Estate of Sloan Y. Bashinsky, Sr.       1,014,500        -0-              8.6%
     2117 Second Avenue N.
     Birmingham, Alabama 35203 (2)

__________________
(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) On  August  9, 2010, pursuant to the terms of the Last Will and Testament of
    Sloan  Y.  Bashinsky,  Sr., the Estate distributed 414,221 shares of Company
    stock  to  Joann  F.  Bashinsky  and  600,279 shares of Company stock to the
    Marital Testamentary Trust.  The Marital Testamentary Trust owns 5.1% of the
    Company stock after the transfer

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 July
30,  2010:



                                                 Amount and Nature of
                                               Beneficial Ownership (1)
                                               ------------------------         Percent of
                     Name                      Direct         Indirect            Class
                     ----                      ------         --------            -----
                                                                          
          J. Wallace Nall, Jr.                     -0-         196,000  (2) (5)     1.7%
          F. Wayne Pate                        141,993              32  (2) (6)     1.2%
          Edward R. Pascoe                      25,000             -0-                *
          John P. McKleroy, Jr. (a) (b) (c)     40,000  (3)        -0-  (2)           *
          John S. P. Samford                     1,666             -0-                *
          Joann F. Bashinsky (d) (e)            12,704             -0-  (2)           *
          Mark W. McCutcheon                     4,455             -0-  (2) (4)       *
          William B. Morton, Jr.                   -0-             -0-                *
          John S. Stein, III                       -0-             -0-                *
          Randy Bates                            4,634             -0-  (2)           *
          David Jones                              996             -0-  (2)           *
          Patty Townsend                           -0-             -0-  (2) (4)       *

          All Directors and
          Officers as a group                  231,448         196,032             3.64%

__________________
*Less than one percent of class

(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 of, or
to  direct  the  disposition  of,  such  security.

                                       3


(2) Each designated  director  is a member of the Voting Committee created under
the  Will  and  Marital  Testamentary Trust and under the SYB, Inc. Common Stock
Trust  of  Sloan  Y.  Bashinsky,  Sr.  ("Bashinsky").  As a member of the Voting
Committee,  each  designated  director participates in the vote of the shares of
common  stock  of  the  Company owned by SYB, Inc. (5,283,128 shares) and by the
Estate/Marital  Testamentary  Trust  of  Mr. Bashinsky (1,014,500 shares). Patty
Townsend,  an  officer of the Company, is also a member of the Voting Committee.
The  decision of the majority of the members of the Voting Committee governs how
the  stock  is  voted.  The  members  of the Voting Committee do not possess and
specifically  disclaim any beneficial ownership of the shares owned by SYB, Inc.
and  the  Estate/Marital  Testamentary  Trust  of  Bashinsky.

(3) Includes 33,490 shares held by a 401(k) profit sharing plan and personal IRA
account  for  the  benefit  of  John  P.  McKleroy,  Jr.

(4)  Does  not  include  any  portion  of  571,033 shares of common stock of the
Company  which  are  owned by New York Life Insurance Company, as Trustee of the
Golden Enterprises, Inc. and subsidiaries Employee Stock Ownership Plan. Mark W.
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:
McCutcheon  3,441  and  Townsend  800.

(5)  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.

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

(a)  Mr.  McKleroy is a Director and Secretary of SYB, Inc. which owns 5,283,128
     shares   of  the  Company's  stock.  Mr.  McKleroy  does  not possess  and
     specifically disclaims  any  beneficial  ownership  of  these  shares.

(b)  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.

(c)  Mr.  McKleroy  is  designated  under  the  Will of Sloan Y. Bashinsky, Sr.,
     deceased,  as  a  Co-Personal  Representative/Co-Trustee  of his Estate and
     Marital Testamentary Trust.  The Estate and  Marital Testamentary Trust own
     1,014,500  shares of the Company  stock.  Mr. McKleroy does not possess and
     specifically disclaims  any  beneficial  ownership  of  these  shares.

(d)  Mrs.  Bashinsky  is  a  Director, Chairman and CEO of SYB, Inc., which owns
     5,283,128 shares  of  the Company's stock.  Mrs. Bashinsky does not possess
     and specifically  disclaims  any  beneficial  ownership  of  these  shares.

(e)  Mrs.   Bashinsky   is  a  Director,  Chairman  and  CEO  of  the  Bashinsky
     Foundation, Inc., which  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/her.

                                       4


Voting  Control
---------------

     Sloan  Y.  Bashinsky,  Sr.  died  on  August  2,  2005.  At the time of Mr.
Bashinsky's death, he beneficially owned 6,698,172 shares of common stock of the
Company which constituted voting control of the Company.  The stock beneficially
owned  by  Mr.  Bashinsky  was registered in and held by the following entities:

     SYB, Inc.                                    5,283,128 shares

     SYB, Inc. as Trustee                         1,000,000 shares
     of the Sloan Y. Bashinsky,
     Sr. Trust dated February 16, 1982

     Bashinsky Foundation, Inc.                     400,544 shares

     Sloan Y. Bashinsky, Sr.                         14,500 shares

     As a result of Mr. Bashinsky's death, and the probate of his will on August
12,  2005,  the  1,000,000  shares  held  in SYB, Inc. as Trustee and the 14,500
shares  held in his name passed to his Estate/Marital Testamentary Trust created
under  his  Will.  On  August  9,  2010,  the  Personal  Representatives  of Mr.
Bashinsky's  Estate  distributed  414,221  shares  of  Company stock to Joann F.
Bashinsky  and 600,279 shares of Company stock to the Marital Testamentary Trust
pursuant  to  the  terms  of the Will.  SYB, Inc. continues to own the 5,283,128
shares  and  the Bashinsky Foundation, Inc. continues to own the 400,544 shares.

     Joann  F.  Bashinsky  and  John P. McKleroy, Jr., Directors of the Company,
each serves as a Director and officer of Bashinsky Foundation, Inc. The stock of
the  Company  owned  by  Bashinsky  Foundation,  Inc.  is  voted by its board of
directors  and  is  not  subject  to  the  Voting Committee, as described below.

      Joann  F.  Bashinsky  and John P. McKleroy, Jr., Directors of the Company,
each  serves  as  a  director and officer of SYB, Inc.  The voting stock of SYB,
Inc.  is  vested  in  the SYB, Inc. Common Stock Trust and John P. McKleroy, Jr.
serves  as  a  Co-Trustee  of  this  Trust.

     John  P.  McKleroy,  Jr.  is  designated  under  Mr.  Bashinsky's  Will  as
Co-Personal  Representative  of  his  Estate  and  as  Co-Trustee of his Marital
Testamentary  Trust  ("Marital  Testamentary  Trust").(1)

(1)  John  S.  Stein,  Jr., previous Chairman of the Board, who resigned/retired
from  the  Board  on  July 22, 2010, is also a Co-Personal Representative of the
Estate  and  Co-Trustee  of  the  Marital  Testamentary  Trust.

                                       5


     Mr.  Bashinsky's  Will  and  the  SYB, Inc. Common Stock Trust provide that
shares  of  the  Company  held  by SYB, Inc. and his Estate/Marital Testamentary
Trust,  along  with the voting shares of SYB, Inc. shall be voted by a committee
made up of members of the Board of Directors of Golden Enterprises, Inc. and one
member  designated  by  his  Estate  Personal  Representatives/Trustees ("Voting
Committee"). Consequently, as of the date of this Proxy Statement, the 5,283,128
shares  of  the  Company  stock  held by SYB, Inc. and the 600,279 shares of the
Company  stock  held by Mr. Bashinsky's Marital Testamentary Trust, all of which
constitute  a  majority  of  the  stock  of the Company, are voted by the Voting
Committee.  The  Voting  Committee presently consists of J. Wallace Nall Jr., F.
Wayne  Pate, John P. McKleroy, Jr., Joann F. Bashinsky, Mark W. McCutcheon, Paul
R.  Bates  and  David  A.  Jones  all directors of the Company, along with Patty
Townsend,  an  officer of the Company. The decision of a majority of the members
of  the  Voting  Committee  governs  how  the  stock  is  voted.

     The  Voting Committee will continue to vote the Company stock owned by SYB,
Inc.  (5,283,128 shares) and by the Martial Testamentary Trust (600,279 shares),
respectively,  until the SYB, Inc. Common Stock Trust and the Testamentary Trust
terminate.  The  Testamentary  Trust  will  terminate upon the death of Joann F.
Bashinsky  and the SYB, Inc. Common Stock Trust will terminate upon the earliest
to  occur  of  the following dates: (i) in the event the Company should be sold,
five  (5)  years  from the date of the sale of the Company, or (ii) December 31,
2020.

     Upon  termination  of  the  SYB, Inc. Common Stock Trust, the assets of the
Trust will be distributed generally to Sloan Y. Bashinsky, Sr.'s descendants and
control  of the Company stock held by SYB, Inc. (5,283,128 shares) will transfer
to  these  trust beneficiaries and the Voting Committee will cease to vote these
shares.  Upon  termination  of the Testamentary Trust, the Company stock held by
the Testamentary Trust will transfer to various charitable organizations and the
Voting  Committee  will  cease  to  vote  these  shares.

     Due  to  the  transfer  of  shares  of Golden Enterprises stock held by the
Estate  of  Sloan Y. Bashinsky, Sr. to the Marital Testamentary Trust created by
the Last Will and Testament of Sloan Y. Bashinsky, Sr. and Joann F. Bashinsky on
August  9,  2010,  SYB,  Inc.,  the  SYB,  Inc.  Common  Stock Trust, the Voting
Committee  and Mrs. Bashinsky have filed an amended Schedule 13D and the Company
remains  classified  as  a  "controlled  company."  SYB,  Inc.,  the  Martial
Testamentary  Trust  and  Joann  F. Bashinsky as a group own 53.8% of the common
stock  of  the  Company.

                             ELECTION OF DIRECTORS

     At  the  Annual  Meeting,  eleven 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.  Seven  of  the  nominees  were  elected  to the Board by vote of the
stockholders  at  the  last annual meeting and four nominees were elected by the
Board  of  Directors on July 22, 2010.  At the July 22, 2010 meeting, two of the
nominees  John S. Stein, III and William B. Morton, Jr. were elected to fill the
vacancies on the Board created by the resignations/retirements of John S. Stein,
Jr.  and  James  I.  Rotenstreich  who resigned on that date.  Additionally, the
Board expanded the number of Directors from nine to eleven and Paul R. Bates and
David  A.  Jones were elected to fill these new vacancies.  The Board determined
that  it  was in the best interest of the Company and its shareholders to expand
the  Board so that qualified independent and key non-independent Directors would
be  added  to  the  Board.

                                       6


     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 clear direction, otherwise 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.  Proxies can not be voted for a
greater  number  of  persons  than  the  number  of  nominees  named.

     The  Board  has established certain attributes that it seeks in identifying
candidates/nominees  for Director.  In particular, the Board desires individuals
who  have  very  high  integrity,  business  and  financial experience and deep,
genuine  interests  in the Company.  In considering candidates for Director, the
Board  considers  the entirety of each candidate's credentials in the context of
these  attributes.  In  the  judgment of the Company's Board as a whole, each of
the  following  nominees  possesses  such  attributes.

     The  following  table  shows  the  names  of  the  nominees for election as
directors,  their respective ages as of July 30, 2010, the principal occupation,
business  experience,  other directorships held by such nominees, qualifications
and  skills  considered  by  the Board 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
   ------------                             -----------------------                     --------
                                                                                    
Mark W. McCutcheon, 55        Mr.  McCutcheon  is  Chairman  of the Board, Chief          1999
                              Executive  Officer,  and  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 was
                              elected Chairman of the Board on July 22, 2010. He
                              has  been  employed  by  Golden  Flake since 1980.

                              The  Company   benefits   from  Mr.   McCutcheon's
                              experience  with  the Company as President and CEO
                              of  the  Company,  President of Golden Flake Snack
                              Foods,  Inc.  and  his extensive experience in the
                              snack  foods  industry and with the Company, along
                              with  Mr.  McCutcheon's  positive management style
                              and  operation  of  the  Company.

Edward R. Pascoe, 73          Mr.  Pascoe  is  retired  Chairman of the Board of          1971
                              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.

                              Mr.   Pascoe   has  significant  experience  as  a
                              Director  of  the  Company  and Golden Flake Snack
                              Foods,  Inc.  and  the  Company benefits from this
                              experience,  his experience as President of former
                              subsidiaries  of  the  Company  and  Mr.  Pascoe's
                              service  on  the  Audit Committee for seven years.

                                       7




                                                                                    
John P. McKleroy, Jr., 66     Mr.  McKleroy is an attorney and member with Spain          1976
                              &  Gillon,  L.L.C.,  and  general  counsel for the
                              Company. He has practiced law with this firm since
                              1968.

                              The   Company   benefits   from   Mr.   McKleroy's
                              experience  and  expertise  as  an  attorney,  his
                              long-term  representation  and  knowledge  of  the
                              Company  and its subsidiaries and his long service
                              to  the  Company  as  a  Director.

John S. P. Samford, 60        Mr. Samford is President and sole owner of Samford          1984
                              Capital Corporation, an investment holding company
                              which  he  formed  in  1989.

                              Mr.  Samford's  qualifications  and skills include
                              his knowledge and experience with investments, his
                              knowledge   and   ability   to   review  financial
                              information  of public companies, his long service
                              to  the  Company  as a Director and his service on
                              the  Audit  Committee  since  1989.

J. Wallace Nall, Jr., 70      Mr.   Nall   is   President  of  Nall  Development          1991
                              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.

                              The  Company  benefits from Mr. Nall's real estate
                              investment  and  financial  experience, along with
                              Mr.  Nall's  knowledge  of  the  history  of  the
                              Company,  his  long  service as a Company Director
                              and  Chairperson  of  the  Compensation Committee.

F. Wayne Pate, 75             Mr.  Pate  retired  as President of the Company on          1992
                              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  sub-  sidiary  of  the  Company from
                              September  20,  1991,  to  November  1,  1998.

                              Mr.  Pate's  knowledge  of  the  Company  which he
                              acquired  as  past  President  of  the Company and
                              Golden  Flake  Snack  Foods,  Inc., his over forty
                              years of service as an employee and/or Director of
                              Golden  Flake  Snack  Foods,  Inc. and his overall
                              knowledge  of  the  snack  food  industry are of a
                              great  benefit  to  the  Company.

                                       8



                                                                                    
Joann F. Bashinsky, 78        Mrs.  Bashinsky  is Chairman and CEO of SYB, Inc.,          1996
                              an   investment   holding   company,  which  is  a
                              principal  owner  of  the  Company. Mrs. Bashinsky
                              served  as  Vice  President of SYB, Inc. from 1981
                              until  August  8,  2005,  at  which  time  she was
                              elected  Chairman  and  CEO.  Mrs.  Bashinsky also
                              serves   as   Chairman   and   CEO   of  Bashinsky
                              Foundation, Inc., a private charitable foundation.

                              The   Company   benefits   from  Mrs.  Bashinsky's
                              knowledge  of and long service to the Company, her
                              service as a Director of Golden Flake Snack Foods,
                              Inc.,  along  with  the  important  knowledge  she
                              possesses of the Company's operations and history.

John S. Stein III, 45         Mr.   Stein  is  currently  Chairman  and  CEO  of          2010
                              National    Alabama   Corporation,    a    railcar
                              manufacturer  located  in  northwest Alabama. From
                              2001   to   2009,  Mr.  Stein  served  as  CEO  of
                              IntraMicron,    Inc.,   a   technology   research,
                              development  and  deployment  company.  He  is  a
                              founder  and  principal  (since  2001)  of Fidelis
                              Capital,  an  SEC  registered  investment  advisor
                              based  in  Birmingham, Alabama. From 1996 to 1998,
                              Mr.  Stein  co-founded and was Co-Managing Partner
                              of  Petra Capital LLC, a private subordinated debt
                              fund  based  in Nashville providing growth capital
                              to  small  businesses.  Mr. Stein also serves as a
                              member  of  the  Board  of Directors of Wise Metal
                              Group,  LLC, the world's third leading producer of
                              aluminum  can containers for the beverage and food
                              industries.

                              Mr. Stein was nominated to serve as a Director due
                              to   his   business   and   financial  background,
                              experience in the investment banking industry, his
                              expertise and insight as a CEO of other companies,
                              his  current  directorship  experience  and  his
                              knowledge  of  the  Company.

William B. Morton, Jr., 46    Mr.  Morton  is currently CEO and President (since          2010
                              2002)  of  Robins  & Morton, a general contracting
                              company   based   in   Birmingham,   Alabama  with
                              significant    capabilities    in    the    latest
                              construction  technology  and  project  management
                              techniques. He has been with Robins & Morton since
                              1988.  Mr.  Morton  worked  as  a  Field Engineer,
                              Assistant  Superintendent  and  Project Manager on
                              projects  throughout  the country. Mr. Morton also
                              worked  in  various  management  positions  in the
                              company's   home   office  prior  to  being  named
                              President   and  assuming  day-to-day  leadership.

                              Mr.  Morton  was  nominated to serve as a Director
                              due  to  his  business  background in working in a
                              number  of  different  management  positions,  his
                              financial knowledge and the experience and insight
                              he  brings to the Company as the CEO and President
                              of  a  company that operates throughout the United
                              States.

                                       9



                                                                                    
Paul R. Bates, 56             Mr.  Bates,  since  1998,  has served as Executive          2010
                              Vice  President  of Sales and Marketing for Golden
                              Flake  Snack Foods, Inc. He joined Golden Flake in
                              1979  as a route salesperson in Birmingham. He has
                              also  been  a  Divisional  Manager in New Orleans,
                              Region  Manager  in  Nashville, Sales Manager, and
                              Vice  President  of  Sales  for Golden Flake Snack
                              Foods,  Inc.

                              Mr.  Bates'  long  and  extensive history with the
                              Company  from  route  salesman  to  Executive Vice
                              President  of  Sales and Marketing and Director of
                              Golden  Flake  Snack  Foods,  Inc., along with his
                              extensive  knowledge of sales and marketing in the
                              snack  foods  industry is of substantial value and
                              benefit  to  the  Company.


David A. Jones, 58            Mr.  Jones,  since  2002,  has served as Executive          2010
                              Vice  President  of  Operations  for  Golden Flake
                              Snack  Foods,  Inc. He joined Golden Flake in 1984
                              as  a  Department  Manager  of  Corn  and Tortilla
                              Chips.   He  was  the  Manager  of  the  Nashville
                              manufacturing   plant,   Plant   Manager   of  the
                              Birmingham   facility,   and   Vice  President  of
                              Manufacturing  for  Golden Flake Snack Foods, Inc.

                              Mr.  Jones  has  an  extensive  history  with  the
                              Company  and  the  manufacturing  of the Company's
                              snack  foods.  Mr. Jones also serves as a Director
                              of Golden Flake Snack Foods, Inc. His knowledge of
                              snack  food manufacturing requirements/process and
                              the Company's operations is a great benefit to the
                              Company.

                                       10

                              CORPORATE GOVERNANCE

Controlled Company

     The Company is deemed a "controlled company" because 53.8% of the Company's
stock  is  owned  (directly or indirectly) and/or voted by the control group (as
previously described in "Voting Control" on pages 5 and 6) within the meaning of
Listing  Rule  5615  of  the  Corporate Governance Standards of the NASDAQ Stock
Market,  Inc.  ("NASDAQ")  on which the Company's shares are traded.  Controlled
companies  are  exempt  from  a number of NASDAQ corporate governance standards,
including  the  requirement  to have a majority of independent directors and the
requirement  to  have  director  nominees  selected  by  a  nominating committee
comprised  of  independent directors.  Controlled companies are also exempt from
the requirement to have the compensation of the company's officers determined by
a  compensation  committee  comprised  of  at  least  a  majority of independent
directors.

Director Independence

     The  Board has determined that Edward R. Pascoe, John S.P. Samford, John S.
Stein,  III  and William B. Morton, Jr. are qualified as "Independent Directors"
within  the meaning of the director independence standards of the NASDAQ and the
Securities  and  Exchange  Commission  ("SEC")  under  the Exchange Act of 1934.
James I. Rotenstreich, who resigned/retired as a Director of the Company on July
22,  2010,  had  also  been classified as an independent director for all of the
fiscal  year  ended  May  28,  2010.  All  other  directors  serve on the Voting
Committee  described in "Security Ownership of Management" and would not qualify
as  Independent  Directors.

Meetings of Independent Directors

     The  Independent  Directors  meet in executive sessions (with no management
directors  or  officers  present)  at  least  twice  each year.  The Independent
Directors  met  two  times  in  the  fiscal  year  ending  May  28,  2010.

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.P.
Samford,  J.  Wallace  Nall,  Jr.,  Joann  F.  Bashinsky and F. Wayne Pate.  The
Compensation  Committee  met  once  during  fiscal year 2010.  Since the Company
qualifies  under  NASDAQ  Listing/Corporate  Governance  Rules  as  a Controlled
Company,  the  Compensation  Committee  is not required to meet the independence
requirements  of  the  listing standards of NASDAQ and the non-employee director
definition  of  Rule  16b-3  promulgated  under  Section 16 of the Exchange Act.

     The  Stock  Option  Committee  has  from  time  to  time determined the key
employees  of  the  Company  and  its subsidiary to whom stock options and stock
appreciation  rights  were granted under the Company's Long Term Incentive Plan.
The  Stock Option Committee consists of John S.P. Samford, J. Wallace Nall, Jr.,
Joann  F.  Bashinsky  and  F.  Wayne  Pate.  The Stock Option Committee met once
during  fiscal  year  2010.

                                       11


     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, which is
reviewed  annually  by  the  Board  of  Directors.  John S.P. Samford, Chairman,
Edward  R.  Pascoe,  William  B.  Morton,  Jr.  and John S. Stein, III currently
constitute  the  Audit  Committee  of  the  Board  of  Directors.  James  I.
Rotenstreich,  who  resigned/retired  as  a  Director of the Company on July 22,
2010,  served  as  Chairman  of  the Audit Committee until his resignation.  The
Board  of  Directors  has  determined  that all of the members of this committee
qualify  as  independent  directors under the current requirements of NASDAQ and
the  SEC.  The Board of Directors has further determined that all of the members
of  this  committee  qualify  as an "audit committee financial expert" under the
rules  and  regulations  of  the SEC.  The Audit Committee met four times during
fiscal  year  2010.  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 28, 2010, 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
2010. 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 28, 2010, 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.  All
Directors  attended  the  Annual  Stockholders  Meeting  held  last  year.

Nomination of Directors

     During  the  fiscal  year  ended  May  28, 2010, the Company did not have a
standing  nominating  committee.  The NASDAQ rules do not require the Company to
have  a  nominating  committee  since  the  Company  was  a "controlled company"
pursuant to NASDAQ Listing Rule 5615, in that more than 50% of the voting common
stock of the Company was held by SYB, Inc. and the Estate of Sloan Y. Bashinsky,
Sr.,  all  of  which  were  affiliated,  and  such  shares are voted by a Voting
Committee  created  under the Will/Testamentary Trust of Sloan Y. Bashinsky, Sr.
and  under  the  SYB, Inc. Common Stock Trust. The Voting Committee is currently
comprised  of  J. Wallace Nall, Jr., F. Wayne Pate, John P. McKleroy, Jr., Joann
F.  Bashinsky,  David  A.  Jones,  Paul  R.  Bates  and  Mark W. McCutcheon, all
directors  of  the  Company  and  Patty  Townsend,  an  officer  of the Company.

                                       12


     The  Board  believes that it is not necessary to have a separate nominating
committee  in view of the size of the Company, and the fact that the Company was
a  "controlled  company".  Nominees for election as a director are determined by
the  entire Board. The Company believes that the Board is able to fully consider
and  select  appropriate  nominees  for election to the Board without delegating
that  responsibility  to  a  committee or adopting formal procedures. Candidates
have  traditionally  been  recommended  to the Board by one or more of the other
Directors,  and  there  is  no  formal process for identifying or evaluating new
Director  nominees.  Candidates recommended by shareholders will be evaluated in
the same manner as candidates recommended by Directors. In nominating Directors,
the Board will consider all relevant qualifications, as well as the needs of the
Company  and  compliance  with  NASDAQ  listing  standards  and  SEC  rules.

     A  shareholder  wishing to recommend a candidate for Director should send a
letter  to  Golden  Enterprises, Inc., attention of the Secretary, at One Golden
Flake  Drive,  Birmingham,  Alabama  35205.  The mailing envelope must contain a
clear  notation  indicating  that  the  enclosed  letter  is a "Director Nominee
Recommendation."  The  letter  must  identify  the  author  as a shareholder and
provide  a  brief  summary of the candidate's qualifications, as well as contact
information  for  both the candidate and the shareholder. Candidates should have
relevant  business  and  financial experience, and they must be able to read and
understand  fundamental financial statements. All nominated candidates, if asked
to do so, must evidence their willingness to serve as a Director. 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, Inc. 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,  Statement  of  Changes in
Beneficial  Ownership,  and  5,  Annual  Statement  of  Changes  in  Beneficial
Ownership.  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 2010.
However, after fiscal year 2010, except for a Form 5 for David A Jones reporting
his  purchase  of  14.216  shares  of  stock  in  May  2010  was untimely filed.

Board of Directors, Duties and Committees

     Directors  are  expected  to  devote  sufficient time to carrying out their
duties and responsibilities effectively.  The Board of Directors meets regularly
four  times  each fiscal year to review matters affecting the Company and to act
on  matters  requiring  the  Board's  approval.  It  also holds special meetings
whenever  circumstances require and may act by unanimous written consent without
a  meeting.

                                       13


     The  Company's  Board  of  Directors currently consists of eleven directors
(nine  during  the fiscal year ended May 28, 2010). Mark W. McCutcheon serves as
the  Chairman  of  the  Board.  The Board of Directors met four times during the
fiscal  year ended May 28, 2010, all of which were regularly scheduled meetings.
In  the  last  fiscal  year,  the  Independent  Directors met twice in executive
sessions.  All  directors  attended  100%  of  the meetings of the Board and the
meetings of the committees on which they served during the fiscal year ended May
28, 2010.  The Board has a policy expecting director attendance at all Board and
committee  meetings  and  the  Company's  annual  meeting  of  stockholders.

     The  Company's  Board  has  established  an  Audit  Committee, Compensation
Committee  and  Stock  Option Committee.  The Charter for the Audit Committee is
available  from the Company.  The Compensation Committee has no Charter, but its
duties  and  responsibilities  are set forth in corporate minutes adopted by the
Board.  In  addition,  the Board may from time to time establish special purpose
committees.  There  were  no  special  purpose  committees  existing in the last
fiscal  year.

Board Leadership Structure

     The  Board  of  Directors is led by the Chairman of the Board. This role is
currently  occupied  by  Mark  W. McCutcheon, who also serves as Chief Executive
Officer.  The Board of Directors has determined that having Mr. McCutcheon serve
as both the Chief Executive Officer and the Chairman of the Board is in the best
interest  of  the  Company  and  its stockholders.  The Board believes that this
combination  is  appropriate  because,  in  its opinion, the overseeing of Board
functions  is integrally related to the Chief Executive Officer's responsibility
of  day-to-day  management  of  a  Company  this  size  and,  that  due  to  Mr.
McCutcheon's  abilities,  he is also the best person to handle both duties.  The
Board  of  Directors  does  not  however  have  a  formal  policy  regarding the
separation  of the roles of Chief Executive Officer and Chairman of the Board as
the  Board  of  Directors believes it is in the best interests of the Company to
make  the  determination  regarding  how to fulfill these functions based on the
position  and  direction  of  the  Company and the qualifications of the CEO and
Board  members.

Risk Oversight

     The Board believes that effective risk management and control processes are
critical  to  the  Company's  ability  to manage the challenges that the Company
faces.  Management is responsible for implementing the Company's risk assessment
and  management  functions  and  for reporting to the Board on its processes and
assessments  with  respect  to  the  management  of risk. The Board, in turn, is
responsible  for  overseeing  management's  risk  functions. The Audit Committee
monitors the processes by which management assesses and manages risk. Management
meets  with, or provides reports to, the Company's Audit Committee at least once
per  quarter  to  review  the  Company's  risk profile and other risk topics. In
addition,  the  Chief  Financial Officer meets at least quarterly with the Audit
Committee  and  the  full Board to discuss the Company's financial risk, results
and  financial  forecasts.  The  Compensation Committee and the Board as a whole
assess  the  risks that the Company's overall compensation goals and objectives,
as  well  as  any  compensation  or other programs that are reasonably likely to
create  a  material  risk  to  the  Company.

                                       14


Corporate Governance Documents

     Certain documents relating to corporate governance matters are available on
the Company website at www.goldenflake.com. These corporate governance documents
include,  among  others,  the  following:

        -  Charter  for the Audit Committee of the Board (which is also attached
           hereto  as  Schedule  1);

        -  Code  of  Business  Conduct  and  Ethics;

        -  Complaint  Procedures  for  Accounting  and  Accounting  Matters; and

        -  Disclosure  Controls  and  Procedures.

     Stockholders  may  also  obtain a copy of these documents free of charge by
contacting  Patty  Townsend,  Chief  Financial  Officer,  by  email  at
ptownsend@goldenflake.com  or  by  telephone  at  (205)  323-6161.

Director Independence

     Of  the  eleven  directors currently serving on the Board of Directors, the
Board  has  determined  that  Messrs  Pascoe,  Samford,  Morton  and  Stein  are
"Independent Directors" as defined in the rules of the NASDAQ Stock Market, Inc.
(NASDAQ)  Listing  Rules  and  the  SEC.  As a Controlled Company, as previously
discussed,  the  Company is exempt from certain independence requirements of the
NASDAQ  rules,  including  the requirement to maintain a majority of Independent
Directors  on the Board of Directors, an Independent Compensation Committee or a
Standing  Nominating/Corporate  Governance  Committee  or  committees performing
similar  function.

     All members of the Audit Committee must be Independent Directors as defined
by  NASDAQ  Policies  and Practices and U.S. Securities and Exchange Commission.
The  Company's four Independent Directors serve on the Audit Committee, with Mr.
Samford  serving  as  Chairman.

Policies and Practices

     The  Company's  policies  and  practices  reflect  corporate  governance
initiatives  that  comply  with  the  listing  requirements  of  NASDAQ  and the
corporate  governance  requirements of the Sarbanes-Oxley Act of 2002, including
the  following:

        -  All  members  of  the  Audit  Committee  are  independent;

        -  The Charter of the Audit Committee establishes the Committee's duties
           and  responsibilities;

        -  The  independent  members  of  the  Company's Board of Directors meet
           regularly  ("executive  sessions")  without  the  presence  of
           management;

        -  The  Company  has  a  policy  for attendance of Board members at both
           regular  Board  and  committee  meetings  and  shareholder  meetings;

                                       15


        -  The  Company  has  adopted  a  Code  of  Conduct  and  Ethics;

        -  The  Company  has  adopted  Disclosure  Controls and Procedures which
           establishes  a  committee  for regular evaluation of internal company
           disclosure control  and  procedures;

        -  The  Company  has procedures in place for the anonymous submission to
           the  Audit  Committee  of  employee  and  third  party  complaints on
           accounting, internal  accounting  controls  or  auditing  matters;

        -  The   Company   has  policies  and  procedures  for  stockholders  to
           communicate  directly  with  the  Board  of  Directors;  and

        -  The  Audit  Committee  must review, approve and/or ratify all related
           party  transactions.

                             EXECUTIVE COMPENSATION

The Objectives of the Executive Compensation Program

     The  Compensation  Committee  is  responsible  for  establishing  and
administering  the  Company's  policies  governing  the  compensation  for  the
Executive  Officers.  All actions of the Compensation Committee must be approved
by  the  Board  of  Directors.  Because  the  Company  qualifies as a Controlled
Company  pursuant to the exception of NASDAQ Listing Rule 5615, the Compensation
Committee  is  composed  of both independent and non-independent directors.  See
"Committees  of  the  Board  of  Directors"  above.

     The  purpose of the Company's executive compensation program is to attract,
retain  and  motivate  qualified  executives  to  manage  the  business so as to
maximize  profits  and stockholder value.  No outside consultants have been used
to  evaluate or determine compensation.  Executive compensation in the aggregate
is made up principally of the executive's annual base salary, a bonus based upon
operating  earnings  and  Company  perquisites  or  benefits.  The  Compensation
Committee  annually  considers  and  makes  recommendations  to  the Board as to
executive  compensation  including  changes  in  base  salary and cash incentive
bonuses.  Stock  options  and awards of stock under the Long Term Incentive Plan
have  been  granted  from  time  to time by the Stock Option Committee, which is
composed  of  the  same  members  as the Compensation Committee, however, no new
stock  options  may  be  granted  under  the Long Term Incentive Plan.  No stock
options  have  been  granted  in  the  last  nine  years.

     Consistent  with  the  above-noted  purpose  of  the executive compensation
program,  in  recommending  the  aggregate  annual  compensation  of  Executive
Officers,  the  Compensation Committee considers the individual contribution and
performance  of  the  executive, the Company's overall performance and the total
return  to stockholders. The Company's executive compensation program focuses on
strategic  plans,  corporate performance measures, and specific corporate goals.
The  corporate  performance  measures which the Compensation Committee considers
include  sales, earnings, return on equity and comparisons of sales and earnings
with  prior  years.

     The  Compensation Committee does not rely on any fixed formulae or specific
numerical  criteria  in  determining  an  executive's aggregate compensation. It
considers  corporate  and  personal  performance  criteria  and  the  economic
environment,  changes in the cost of living, competitive compensation levels and
the recommendations of management. The Compensation Committee exercises business
judgment  based  on  all  of  these  criteria  and the purposes of the executive
compensation  program.

                                       16


Base Salary

     The  Board  of Directors, upon recommendation of the Compensation Committee
sets  base  salaries  for  the  Company's executive officers at levels which the
Company  believes  are  fair  and reasonable based on the scope of the executive
officer's  responsibilities, taking into account competitive market compensation
paid  by  other  companies  for  similar  positions.  With  our  named executive
officers, we set base salaries based on level of responsibility, span of control
and  experience.  Base salaries are reviewed annually, as well as at the time of
hire,  promotion  or  changes  in  responsibility.  Base  salaries  may  also be
adjusted  from time to time to realign salaries with market levels.  Base salary
changes  also  impact  bonus  amounts  and  actual  bonus  payouts.

Discretionary Performance-Based Bonus

     The  Board of Directors, upon recommendation of the Compensation Committee,
has  the  authority to award performance-based bonuses to our executive officers
payable  in  cash.  The  Board  of  Directors,  upon  recommendation  of  the
Compensation  Committee,  has utilized a formula adopted at the beginning of the
year  for  determining  bonuses,  which  is  based on performance of the Company
during  the  fiscal year.  There is no requirement that the Board continue using
this  formula  for  the  payment  of  bonuses.

     Performance Measurement

     Annual,  performance-based  awards  are  intended  to  compensate executive
officers  for  achieving  Company-wide  financial  goals  and objectives.  These
objectives  generally  relate  to  general  profitability  factors.

     Generally,  performance  bonuses  are accrued on a quarterly basis and with
seventy-five  percent (75%) of the accrued amount paid after the end of the each
of  the first three quarters with the remainder of the final accrued amount paid
after  the  end  of the fiscal year when audited annual financial statements are
received.

     The  formula  used  for  bonuses  focuses  on  net operating profits of the
Company to determine the amount of bonuses. The bonuses provide for a percentage
bonus  on  net  profits  up  to a set net profit amount (excluding extraordinary
items) and a different, smaller percentage bonus on net profits in excess of the
set  net  profit  amount  (excluding  extraordinary  items).

Perquisites and Benefits

     Other  than  the  use of a Company car, the Company generally does not have
programs to provide personal perquisites or executive benefits solely to execute
officers.  The  exception  is  that  Mr.  McCutcheon,  as CEO of the Company, is
provided  a  nonqualified  salary  continuation  plan which is generally payable
beginning  at  retirement, disability or death, Company-provided life insurance,
healthcare  reimbursement  and use of a Company vehicle.  Our executive officers
are eligible to participate in the same benefit programs as all other employees.
These  benefits  include  the  following:

                                       17


  - Medical and dental care plans       - Flexible Spending Accounts for
                                          healthcare and dependent care spending

  - Life accidental death and           - 401(k)
    dismemberment and plan disability
    insurance

  - Paid time off

     Consistent  with  our  compensation  philosophy,  we intend to maintain our
current benefits for our executive officers.  However, the Board of Directors in
its  discretion  may revise, amend or add to the executive officers' benefits if
it  deems  it  advisable.

Employment Agreements, Severance Benefits and Change in Control Provisions

     The  Company  has  a non-qualified Salary Continuation Plan established for
the  benefit  of  the Company's Chief Executive Officer, Mark W. McCutcheon. The
Company  entered  into this Salary Continuation Plan, on May 15, 2002, to ensure
the  performance  of  his role in the Company for an extended period of time. In
addition,  the  Company  also considered the critical nature of the position and
the  Company's  need to retain him when it committed to establish this plan. The
Salary  Continuation  Plan  provides for payments of up to $120,000 per year, as
adjusted  for  inflation,  for 15 years following death or retirement at age 65.
In  the  event of disability prior to retirement, the yearly benefit of $120,000
is  reduced by any payments of social security disability benefits and long term
disability  benefits  which  were funded or provided by the Company.  The Salary
Continuation  Plan  may  be  amended  or  terminated  by  the Company's Board of
Directors,  except  that in the event of a change of control in the Company, the
Salary  Continuation  Plan becomes irrevocable.  The Plan is funded in part with
life  insurance  on  the  life  of  Mr.  McCutcheon.

                                       18


Summary Compensation Table

     The  following  table  sets  forth  certain  information  with  respect  to
compensation  for the fiscal years 2008, 2009, and 2010 earned by or paid to the
Chief  Executive  Officer,  Chief  Financial  Officer  and the other most highly
compensated  Executive  Officers  whose  total  compensation  exceeded $100,000.



                                                                             Non-Equity
                                                          Stock   Option   Incentive Plan    All Other
                                     Salary     Bonus    Awards   Awards    Compensation    Compensation     Total
Name and Principal Position   Year     ($)       ($)       ($)      ($)         ($)           ($) (1)         ($)
----------------------------  ----  ---------  --------  -------  -------  --------------   ------------   ---------
                                                                                   
Mark W. McCutcheon (a)        2010  $ 257,000  $ 71,801      ---      ---             ---  $      79,859   $ 408,660
  President and               2009  $ 244,000  $ 40,844      ---      ---             ---  $      81,727   $ 366,571
  Chief Executive Officer     2008  $ 234,000  $ 23,168      ---      ---             ---  $      68,842   $ 326,010
  and President
  of Golden Flake
  Snack Foods, Inc.

Randy Bates  (b)              2010  $ 180,000  $ 53,850      ---      ---             ---  $       1,756   $ 235,606
  Executive Vice President    2009  $ 171,000  $ 30,633      ---      ---             ---  $       1,534   $ 203,167
  of Sales, Marketing         2008  $ 164,000  $ 17,376      ---      ---             ---  $       1,483   $ 182,859
  and Transportation
  of Golden Flake Snack
  Foods, Inc.

David Jones  (c)              2010  $ 180,000  $ 53,850      ---      ---             ---  $       1,774   $ 235,624
  Executive Vice President    2009  $ 171,000  $ 30,633      ---      ---             ---  $       1,539   $ 203,172
  of Operations, Human        2008  $ 164,000  $ 17,376      ---      ---             ---  $       1,497   $ 182,873
  Resources and Quality
  Control of Golden Flake
  Snack Foods, Inc.

Patty Townsend  (d)           2010  $ 133,000  $ 46,670      ---      ---             ---  $         532   $ 180,202
  Chief Financial Officer     2009  $ 125,000  $ 26,548      ---      ---             ---  $       1,000   $ 152,548
  Vice President              2008  $ 117,000  $ 14,426      ---      ---             ---  $         936   $ 132,362
  and Secretary


     (1)  The compensation represented by the amounts set forth in the All
          Other Compensation column is detailed in the following table, except
          as noted:



                             Company          Salary
                          Contributions    Continuation                     Company       Total
                            to 401(k)      Plan Accruals                   Paid Life    All Other
     Name                      ($)              ($)          Perquisites   Insurance   Compensation
     ---------------     ---------------  -----------      ------------  ----------  ------------
                                                                       
     Mark W. McCutcheon  $         1,960  $        57,761  $    19,591  $        547  $   79,859
     Randy Bates         $         1,756              ---          (e)           ---  $    1,756
     David Jones         $         1,774              ---          (e)           ---  $    1,774
     Patty Townsend      $           532              ---          (e)           ---  $      532


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

     (b)  Randy  Bates  has  served  as  Executive  Vice  President  of  Sales,
          Marketing  and  Transportation of Golden Flake Snack Foods, Inc. since
          October  26,  1998.

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

     (d)  Patty  Townsend  has served as Chief Financial Officer, Vice-President
          and  Secretary  of  the  Company  since  March  1,  2004.

     (e)  Total  Perquisites  for  Randy  Bates,  David Jones and Patty Townsend
          were  less  than  $10,000  per  individual.

                                       19


Outstanding Equity Awards

     The  following  table  sets  forth  certain  information  with  respect  to
outstanding  equity  awards  as  of  May  28,  2010 with the Executive Officers.





                  Outstanding Equity Awards at Fiscal Year-End

                                 Option Awards
           ----------------------------------------------------------

                               Number of
                              Securities
                              Underlying
                              Unexercised       Option
                                Options        Exercise               Option
Name                        Exercisable (1)    Price (2)          Expiration Date
------------------         -----------------   --------         ------------------
                                                           
Mark W. McCutcheon               40,000        40,000 @ $3.81       10/15/2011
 CEO
Randy Bates                      29,000        29,000 @ $3.81       10/15/2011
David Jones                      30,000        30,000 @ $3.81       10/15/2011
Patty Townsend                   20,000        20,000 @ $3.81       10/15/2011


(1)  Fully  vested

(2)  As  of  May 28, 2010, the value of the Company's Common Stock was $3.10 per
     share.

Compensation of Directors

     During  the  fiscal  year  ended May 28, 2010, 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.

     The  following  table  provides compensation information for the year ended
May  28,  2010  for  each  of  the  independent  members  of  the  Board.



                                    Total Director Compensation
              Name                              ($)
              ----                  ---------------------------

     Edward R. Pascoe                         $15,600
     John S.P. Samford                        $17,600
     James I. Rotenstreich(1)                 $17,600

(1)  Mr.  Rotenstreich resigned/retired as a Director of the Company on July 22,
     2010.

                                       20


Indemnification Arrangements

     The  Company's  Certificate  of  Incorporation  provides  that  the Company
indemnify  and  hold  harmless each of its directors and officers to the fullest
extent  authorized by the Delaware General Corporation Law, against all expense,
liability  and  loss  (including attorney's fees, judgments, fines, ERISA excise
taxes  or  penalties  and  amounts  paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection with services rendered by such
directors  or  officers  to  or  on  behalf  of  the  Company.

     The  Certificate of Incorporation also provides that a director will not be
personally  liable  to  the Company or its stockholders for monetary damages for
breach  of  the  fiduciary  duty  of care as a director. This provision does not
eliminate  or  limit  the  liability  of  a  director:

     -    for  breach  of  his  or  her duty of loyalty to the Company or to the
          stockholders;

     -    for  acts  or omissions not in good faith or which involve intentional
          misconduct  or  a  knowing  violation  of  law;

     -    under  Section  174  of the Delaware General Corporation Law (relating
          to  unlawful  payments  of  dividends or unlawful stock repurchases or
          redemptions);  or

     -    for  any  improper  benefit.

     The  Company  has  executed  or  will  execute with each Director a written
Indemnification  Agreement  which  includes  the  items  set  forth  above.

     The  Company  maintains Officer and Director's Insurance to protect and for
the  benefit  of  Directors.

Notwithstanding  the  Indemnification arrangements stated above, indemnification
for  certain  liabilities under the Federal Securities Acts may be deemed by the
SEC  as  against  public  policy  and  unenforceable.

                       CERTAIN RELATED PARTY TRANSACTIONS

     During  the fiscal year ended May 28, 2010, 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 for
which  it  was  paid  legal  fees of $212,131. The firm will continue to perform
legal  services  for  the  current  fiscal  year.

     Golden  Flake  owned  a  Cessna  Citation  II Airplane (the "Airplane") for
business  use. Joann F. Bashinsky has leased the Airplane for personal use of up
to  100  flight  hours per year. The lease required monthly payments of $20,000.
On  April  22,  2010,  Golden  Flake  sold  the Airplane and the lease with Mrs.
Bashinsky  was  terminated.  During  fiscal year 2010, Mrs. Bashinsky paid lease
payments to Golden Flake of $210,000, and also paid all flight crew expenses for
flights  used  under  the lease.  The lease was structured so that a substantial
portion  of  the  costs of ownership, maintenance, and operation of the plane to
Golden  Flake  was  offset  by  the  monthly lease payments and payments for the
flight  crew  expenses  on  flights  used  under the lease.  The lease with Mrs.
Bashinsky  was for a term of one year and automatically renewed annually on each
February 1, unless Golden Flake or Mrs. Bashinsky elected to terminate the same.
Golden Flake and Mrs. Bashinsky mutually agreed to terminate the lease upon sale
of  the  Airplane.  The  use  of  the plane under the lease was coordinated with
Golden  Flake  so  as  not  to  interfere  with  Golden  Flake's  business  use.

                                       21


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

     The  Audit  Committee  Charter requires that the Audit Committee review and
approve  or  ratify  all  related  party  transactions.  Accordingly,  the Audit
Committee  reviewed,  approved  and  ratified  the above-described related party
transactions.

            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.

     The  Audit  Committee  has  reviewed  and  discussed  the audited financial
statements  for the year ended May 28, 2010 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.

     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 23 hereof is compatible with maintaining Dudley, Hopton-Jones, Sims and
Freeman  PLLP's  independence.

The Audit Committee recognizes the importance of maintaining the independence of
the  Company's  independent  registered public accountants.  Consistent with its
Charter,  the Audit Committee has evaluated Dudley, Hopton-Jones, Sims & Freeman
PLLP's qualifications, performance, and independence, including that of the lead
audit  partner.  In  addition,  Dudley,  Hopton-Jones,  Sims  & Freeman PLLP has
provided  the  Audit  Committee  with  a  letter  required  by  the  applicable
requirements  of  the  Public  Company  Accounting Oversight Board regarding the
independent  registered  public  accountant's  communications  with  the  Audit
Committee  concerning  independence  and  the  Audit  Committee  has  engaged in
dialogue  with  Dudley,  Hopton-Jones,  Sims  &  Freeman  PLLP  about  their
independence.

     The  Audit  Committee  reviewed,  approved  and  ratified the related party
transactions  set  forth  and  described  in  "Certain  Transactions" on Page 21
hereof.

     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.

                                       22


     Members  of  the  Audit  Committee:  John  S. P. Samford, Edward R. Pascoe,
William  B.  Morton,  Jr.  and  John  S.  Stein,  III.

                            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  28,  2010.  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 desire to do so and
will  be  available  to  respond  to  appropriate  questions  from stockholders.

     During  the fiscal years ended 2010 and 2009, Dudley, Hopton-Jones provided
various audit and non-audit services to the Company and its subsidiary.  As 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 Company's Annual Report (Form 10-K) for filing with the
Securities  and  Exchange  Commission.

Fees billed by Dudley, Hopton-Jones:

     The  following  table shows information about fees billed to the Company by
Dudley,  Hopton-Jones.

                                                          FYE 2010   FYE 2009
                                                          --------   --------
Audit Fees (1)                                            $118,240   $135,450
Audit Related Fees (2)                                         -0-        -0-
Tax Fees (3)                                                 41,910     32,000
All Other Fees (4)                                             -0-        -0-
                                                          --------   --------
Total Fees                                                $160,150   $167,450

-------------
(1)  Current  FYE  2010  audit  fees  consist  of  the aggregate fees billed for
professional  services  rendered for the audit of the Company's annual financial
statements  and  for  the  timely  reviews of quarterly financial statements and
assistance  with  the  review  of  documents  filed  with  the  SEC.

(2)  Audit  related  fees  consist of the aggregate fees billed for audit of the
Company's  and  the  Company's  subsidiary  employee  benefit  plans.

(3)  Tax  fees  consist  of  the aggregate fees billed for professional services
rendered  for tax compliance including tax planning, tax advice, the preparation
of  tax  returns,  audit  of  tax  returns,  and  claims  for  refunds.

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

                                       23


     The  Audit  Committee is required by its policy 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 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.

          Carr,  Riggs & Ingram, LLC, Certified Public Accountants were selected
by the Audit Committee and ratified by the Board of Directors as the independent
accountants to audit the employee benefit plans of the Company and the Company's
subsidiary  ("Employee  Benefit  Plans").  In addition, Carr, Riggs & Ingram was
also  used  to  handle  certain  consulting  matters for the Company.  The Audit
Committee specifically pre-approved the use of Carr, Riggs and Ingram to perform
audit  services for the Employee Benefit Plans for the fiscal year ended May 28,
2010  along  with  the  2011  fiscal  year.

Fees billed by Carr, Riggs & Ingram:

     The  following  table shows information about fees billed to the Company by
Carr,  Riggs  &  Ingram.


                                                          FYE 2010   FYE 2009
                                                          ---------  ---------
Audit Related Fees (1)                                     $19,333    $19,333
All Other Fees (2)                                           6,645     85,970

-------------
(1)  Audit  related  fees  consist of the aggregate fees billed for audit of the
Company's  and  the  Company's  subsidiary  employee  benefit  plans

(2)  All  other  fees:  Carr, Riggs & Ingram provided consulting services to the
Company  other  than  those  described  above.

                              FINANCIAL STATEMENTS

     Consolidated Financial Statements of the Company and its subsidiary for the
fiscal  year  ended  May  28,  2010  are  contained in the 2010 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.

                                       24


                 STOCKHOLDER PROPOSALS FOR 2011 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  June  4,  2011. Any other stockholder proposals for the
Company's  2011  Annual  Meeting  of Stockholders must be received no later than
July  23,  2011.  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.

                                  HOUSEHOLDING

     The  SEC's  rules  permit  companies  and intermediaries such as brokers to
satisfy  delivery  requirements for Proxy Statements with respect to two or more
stockholders  sharing  the  same  address by delivering a single Proxy Statement
addressed  to those stockholders. This process, which is commonly referred to as
"householding," potentially provides extra convenience for stockholders and cost
savings  for  companies.  Some  brokers household Proxy Statements, delivering a
single  Proxy  Statement  to  multiple stockholders sharing an address. Once you
have  received notice from your broker that it will be householding materials to
your  address,  householding  will  continue until you are notified otherwise or
until  you revoke your consent. If at any time you no longer wish to participate
in  householding  and would prefer to receive a separate Proxy Statement, please
notify  your  broker. If you would like to receive a separate copy of this Proxy
Statement  from  us  directly,  please  contact  us  by  writing or telephone as
follows:

     Golden Enterprises, Inc.
     One Golden Flake Drive
     Birmingham, Alabama 35205
     Attention:  Patty Townsend, Chief Financial Officer
     Telephone:  (205) 323-6161

                                       25


                                 OTHER BUSINESS

     It  is  not  anticipated  that  there  will be presented to the meeting any
business other than the matters set forth herein and 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


                                   Mark W. McCutcheon
                                   Chairman

                                       26

                                   SCHEDULE 1

                  Amended and Restated Audit Committee Charter





                                       27


                              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.

                    Audit  Committee  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 four 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. 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.  In  addition,  the  Committee,  at  its
                    discretion,  shall  meet,  from  time  to  time,  with  the
                    independent  auditors  without  the  presence of management.

                                       28


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.

                                       29


               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.

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               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.  Review and approval or ratification of transactions with
                    related persons.

               21.  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.

               22.  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.

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