April 7, 2005


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

	Re:	Golden Enterprises, Inc.
		Form 10-K for the year ended May 31, 2004
		Form 10-Q for the period ending November 30, 2004
		Response Letter dated March 30, 2005
		File No. 0-04339

Dear Ms. Townsend:

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

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









10-K for the year ended May 31, 2004


General

1. We are unable to distinguish between the supplemental narrative
and proposed disclosure revisions included in your March 30, 2005
response letter, addressing prior comments 2, 3, 4, 5, 7, and 9.
Please submit draft amendments to your filings, as previously
requested, marked to show all changes and cross referenced by
comment
number.  The changes that you intend to make, and the specific
sections of the document you would replace, must be clearly
identified.  We reissue prior comments 2, 3, 4, 5, 7 and 9.

Management`s Discussion and Analysis

Operating Results, page 15

2. We have read your response to prior comment 4 and note that you
provided sales information for the three years ended 5/31/04 and
for
the two quarters ended 8/31/04 by Manufactured and Resale
Products.
We continue to believe that it will be necessary for you to
disclose
revenue information by product group (e.g. chips, cakes, dips,
meat,
and nuts) to comply with Item 101(c)(i) of Regulation S-K.  Please
do
not hesitate to contact us regarding this matter if you require
further clarification or assistance.

Recent Developments, page 16

3. In response to prior comment 6, you explain that "the Company`s
certification as to the effectiveness of `disclosure controls and
procedures` as of the balance sheet date was not a certification
and
was not intended to be a certification as to the effectiveness of
`internal controls` as of the balance sheet date."

Under Rule 13a-13(c) of Regulation 13A, disclosure controls and
procedures are defined as "controls and other procedures of an
issuer
that are designed to ensure that information required to be
disclosed
by the issuer in the reports that it files or submits under the
Act...is recorded, processed, summarized and reported, within the
time periods specified in the Commission`s rules and forms."
Section
II.E of Release No. 34-47986 clarifies that disclosure controls
and
procedures include some elements of internal control; with the
reference stating that the "...evaluation and disclosure
requirements
will continue to apply to disclosure controls and procedures,
including the elements of internal control over financial
reporting
that are subsumed within disclosure controls and procedures."

Your disclosure on page 17 states that "the Company`s independent
auditors identified and communicated to the Company and the Audit
Committee `material weaknesses` (as defined under audit standards
adopted by the Public Company Accounting Oversight Board) relating
to
the Company`s accounting and public reporting of significant
matters
and management review and oversight of certain accounting
matters."

Given that the material weaknesses identified by the auditor
include
those applicable to "public reporting of significant matters,"
there
appear to be some internal control issues that would fall within
disclosure controls and procedures, as defined.  Please submit the
management report that you received from your auditors detailing
the
material weaknesses that were identified.  Supplement this
submission
with your explanation of why the material weaknesses identified
are
not integral in ensuring that information required to be disclosed
in
your reports is recorded, processed, summarized and reported,
within
the time periods specified in the Commission`s rules and forms.

If after giving further consideration to this matter, you believe
that some internal controls subsumed within disclosure controls
and
procedures are impacted by the material weaknesses that were
identified, or are otherwise unable to demonstrate that this is
not
the case, it will be necessary to amend your certifications and
disclosures accordingly.

Closing Comments

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

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


							Sincerely,



							H. Roger Schwall
							Assistant Director


Golden Enterprises, Inc.
April 7, 2005
page 3




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

         DIVISION OF
CORPORATION FINANCE