8-K/A

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

                                    FORM 8-K/A

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



                Date of Report (Date of earliest event reported)
                      December 13, 2005 (December 12, 2005)
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                            Golden Enterprises, Inc.
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             (Exact name of registrant as specified in its charter)


         Delaware                     0-4339                 63-025005
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 (State or other jurisdiction       (Commission            (IRS Employer
     of incorporation)              File Number)         Identification No.)


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


Registrant's telephone number, including area code    (205) 323-6161
                                                   -----------------------------


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

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

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

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

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

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





Explanatory Note:
This 8-K/A amends the 8-K filed on December 12, 2005 by deleting the Press
Release attached to the 8-K as Exhibit 99.1 and substituting in lieu thereof the
attached Press Release as Exhibit 99.1.


ITEM 3.01    NOTICE OF DELISTING OR FAILURE TO SATISFY CONTINUED LISTING RULE OR
             STANDARDS; TRANSFER OF LISTING.

     On December 6, 2005, Golden Enterprises, Inc. (the "Company") received a
letter from the Listing Qualifications Department of NASDAQ Stock Market, Inc.
("NASDAQ") indicating that the Company did not meet the independent audit
committee requirements set forth in Marketplace Rule 4350(d)(2) (the "Rule").
The NASDAQ letter further stated that the Company's securities were subject to
delisting from the NASDAQ national market unless the Company provided a plan
under which the Company would satisfy the requirement that Audit Committee
members be classified as independent directors. The Company responded to the
NASDAQ deficiency letter on December 9, 2005, informing NASDAQ that the
Directors who are members of the Audit Committee (James I. Rotenstreich, John
S.P. Samford and Edward R. Pascoe) have now resigned from the Voting Committee
(as hereinafter described). NASDAQ issued a follow-up letter dated December 9,
2005 that upon the resignations "the Company complies with the Rule and this
matter is now closed."

     The failure to meet independent audit committee director independence
requirements set forth in the Rule was a result of a Voting Committee
established upon the death of Sloan Y. Bashinsky, Sr. on August 2, 2005, who
controlled a majority of the Company's stock. Mr. Bashinsky created a Voting
Committee under his Will and Trust to vote the Company stock controlled by him.
The Voting Committee was to be made up of each member of the Board of Directors
and one additional member appointed by the Personal Representatives of Mr.
Bashinsky's Estate and Trustees of his Trust. This resulted in previously
independent directors who served on the Audit Committee losing their independent
status. Therefore, the Audit Committee members resigned from the Voting
Committee and again qualify as independent directors. On December 12, 2005, the
Company issued a Press Release regarding the foregoing matters. A copy of the
Press Release is filed as Exhibit 99.1 to this report.


ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits.

          Exhibit No.              Description
          -----------    --------------------------------
             99.1        Press Release dated December 12, 2005







                                    SIGNATURE

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

Dated December 13, 2005



                                         GOLDEN ENTERPRISES, INC.



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







                                  EXHIBIT INDEX


 Exhibit Number                      Description

     99.1              Press release of Golden Enterprises, Inc. dated December
                       12, 2005.

EX-99.1

                                                                    Exhibit 99.1

      CORRECTING and REPLACING Golden Enterprises Press Release

    BIRMINGHAM, Ala.--(BUSINESS WIRE)--Dec. 12, 2005--In BW5916 issued
Dec. 12, 2005: Please replace the release with the following corrected
version due to multiple revisions.

    The corrected release reads:

    GOLDEN ENTERPRISES PRESS RELEASE

    Golden Enterprises, Inc. (NASDAQ:GLDC) (the "Company") announced
today that on December 6, 2005 it received a NASDAQ Staff Deficiency
Letter indicating that the Company failed to comply with the
independent Audit Committee membership requirements for continued
listing set forth in Marketplace Rule 4350(d)(2) (the "Rule"). Upon
receipt of this letter, the Company promptly took action to cure the
deficiency and on December 9, 2005, the Company received a follow-up
letter from NASDAQ stating that it "has determined that the Company
complies with the Rule and this matter is now closed."
    The Rule requires that the Company have an Audit Committee
consisting of three independent directors. James I. Rotenstreich, John
S. P. Samford and Edward R. Pascoe serve on the Company's Audit
Committee. NASDAQ had determined that Rotenstreich, Samford and Pascoe
were not independent directors because they served on the Voting
Committee described below.
    Sloan Y. Bashinsky, Sr., who controlled a majority of the Company
stock, died on August 2, 2005 and created a Voting Committee under his
Will and Trust to vote the Company stock controlled by him. The Voting
Committee votes a majority of the Company's Stock. The Voting
Committee is made up of each member of the Company's Board of
Directors and one additional member appointed by the Personal
Representatives of Mr. Bashinsky's Estate and Trust.
    Prior to serving on the Voting Committee, Messrs. Rotenstreich,
Samford and Pascoe were independent directors. In response to the
NASDAQ deficiency letter, they resigned from the Voting Committee and
the Company informed NASDAQ of such resignations on December 9, 2005.
NASDAQ by written response dated December 9, 2005, informed the
Company that it had determined that the Company complies with the
independent director Rule and this matter is closed. The Company is in
compliance with the Audit Committee Membership Requirements for
continued listing as set forth in the Rule.

    CONTACT: Golden Enterprises, Inc.
             Patty Townsend, 205-458-7132