Golden Enterprises, Inc.
GLDC

Proxy Statement for Golden Enterprises, Inc.
Announcing Stockholders annual meeting for
September 30, 2003 at 11:00 a.m. Birmingham Time

GOLDEN ENTERPRISES, INC.
2140 11th Avenue South
Suite 208
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 Golden Flake Snack Foods, Inc., a subsidiary of the
Company, at One Golden Flake Drive, Birmingham, Alabama on September 30, 2003,
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 August 8, 2003, 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
John S. Stein
Chairman

Birmingham, Alabama
September 5, 2003

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.

PROXY STATEMENT

GENERAL

The annual meeting of the stockholders of Golden Enterprises, Inc. (the
"Company") will be held at the general offices of Golden Flake Snack Foods,
Inc., a subsidiary of the Company, at One Golden Flake Drive, Birmingham,
Alabama on September 30, 2003, at 11:00 A.M. All holders of record of common
stock as of August 8, 2003, 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.

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, telegram, 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 August 8, 2003, 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 August 8,
2003 was 11,883,305 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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

At August 8, 2003, Sloan Y. Bashinsky, Sr., Chairman Emeritus of the Board,
and Compass Bank, as Trustee of the Golden Enterprises, Inc., and subsidiaries
Employee Stock Ownership Plan, were the only persons 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.

Amount and Nature of
Name and Address of Beneficial Ownership (1) Percent of
Beneficial Owner Direct Indirect Class
- -------------------- ------ -------- -------
Sloan Y. Bashinsky, Sr. 10,500 6,683,672 (2)(3)(4) 56.3%
2140 11th Ave. So.
Suite 208
Birmingham, Alabama 35205

Amount and Nature of
Name and Address of Beneficial Ownership (1) Percent of
Beneficial Owner Direct Indirect Class
- ---------------------- ------ -------- -----------

Compass Bank, as Trustee -0- 1,000,970 (5) 8.4%
of the Golden Enterprises, Inc.
and subsidiaries Employee
Stock Ownership Plan
701 South 32nd Street
Birmingham, Alabama 35233 (a)

(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) Includes 5,283,128 shares owned by SYB, Inc., a corporation of which Sloan
Y. Bashinsky, Sr. is Chairman of the Board and the majority stockholder.
For SEC reporting purposes, Mr. Bashinsky is deemed the beneficial owner of
such shares. Except for SEC reporting purposes, Mr. Bashinsky disclaims
beneficial ownership of such shares.

(3) Includes 1,000,000 shares owned by SYB, Inc. as Trustee of a Trust created
by Sloan Y. Bashinsky, Sr. SYB, Inc. exercises the right to vote the shares
and the investment power relative to the shares. For SEC reporting
purposes, Mr. Bashinsky is deemed the beneficial owner of such shares.
Except for SEC reporting purposes, Mr. Bashinsky disclaims beneficial
ownership of such shares.

(4) Includes 400,544 owned by the Bashinsky Foundation, Inc., of which Sloan Y.
Bashinsky, Sr. is the founder and Chairman of the Board. For SEC reporting
purposes, Mr. Bashinsky is deemed the beneficial owner of such shares.
Except for SEC reporting purposes, Mr. Bashinsky disclaims beneficial
ownership of such shares.

(5) The Employee Stock Ownership Plan provides that the shares held by the
Trustee are voted by an administrative committee made up of 3 members. The
Board of Directors of the Company determines the members of the committee.
Present members of the administrative committee are: John S. Stein,
Chairman of the Board, Mark W. McCutcheon, Chief Executive Officer and
President of the Company and President of Golden Flake Snack Foods, Inc.,
and John H. Shannon, Vice President and Secretary of the Company.

(a) The Employee Stock ownership Plan is an employee benefit plan qualified
under ss.401(a) of the Internal Revenue Code and subject to the Employee
Retirement Income Security Act of 1974.

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 August
8, 2003:

Amount and Nature of
Beneficial Ownership (1) Percent of
Name Direct Indirect Class
- -------------------- ------ ------- ---------
John S. Stein (a) (b) 288,854 -0- (3) 2.4%
J. Wallace Nall, Jr. -0- 196,000(4) 1.6%
F. Wayne Pate 136,994 32 (5) 1.2%
Edward R. Pascoe 100,000 -0- *
John P. McKleroy, Jr. (c) (d) 28,000 (2) -0- *
James I. Rotenstreich 9,533 -0- *
John S. P. Samford 1,666 -0- *
Joann F. Bashinsky (e) (f) 10,571 -0- *
Mark W. McCutcheon 4,455 -0- (3) *
Randy Bates 3,463 -0- *
David Jones 296 -0- *

All Directors and
Officers as a group 608,082 196,032 6.8%
- ------------------
*Less than one percent of class

(2) Includes 22,490 shares held by a self-employed pension plan and personal
IRAaccount for the benefit of John P. McKleroy, Jr.

(3) Does not include any portion of the 1,000,970 shares of common stock of the
Company which are owned by Compass Bank, as Trustee of the Golden
Enterprises, Inc. and subsidiaries Employee Stock Ownership Plan. Messrs.
Stein and McCutcheon are members of the plan's administrative committee and
exercise the voting power of the shares. Messrs. Stein and McCutcheon
disclaim 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: Stein 49,077, McCutcheon 2,925.

(4) 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.

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

(a) Mr. Stein is a Director and President of SYB, Inc. which beneficially owns
6,283,128 shares of the Company's stock. Mr. Stein does not possess and
specifically disclaims any beneficial ownership of these shares.

(b) Mr. Stein is a Director and officer of the Bashinsky Foundation, Inc.,
which owns 400,544 shares of the Company's stock. Mr. Stein does not
possess and specifically disclaims any beneficial ownership of these
shares.

(c) Mr. McKleroy is a Director and Secretary of SYB, Inc. which beneficially
owns 6,283,128 shares of the Company's stock. Mr. McKleroy does not possess
and specifically disclaims any beneficial ownership of these shares.

(d) 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.

(e) Mrs. Bashinsky is a Director and Vice President of SYB, Inc., which
beneficially owns 6,283,128 shares of the Company's stock. Mrs. Bashinsky
does not possess and specifically disclaims any beneficial ownership of
these shares.

(f) Mrs. Bashinsky is a Director and Vice President of the Bashinsky
Foundation, Inc., which beneficially 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.

SYB, Inc., beneficially owns 6,283,128 shares of common stock of the
Company. John S. Stein, Joann F. Bashinsky and John P. McKleroy, Jr., Directors
of the Company, each serves as a Director and Officer of SYB, Inc. Joann F.
Bashinsky is the wife of Sloan Y. Bashinsky, Sr. Mr. Bashinsky is Director
Emeritus of the Company and owns 80% of the voting stock of SYB, Inc. and the
other 20% is vested in a trust for the use and benefit of his children and
grandchildren of which John P. McKleroy, Jr., serves as a Co-Trustee. In Mr.
Bashinsky's will and in the trust document, he has provided that in the event
SYB, Inc. or his estate owns any shares of Golden Enterprises stock at his
death, the shares of Golden Enterprises held by SYB. Inc. and the estate and the
voting shares of SYB, Inc. shall be voted by a committee made up of each member
of the Board of Directors of Golden Enterprises and one member designated by his
executors/trustees.

PROPOSAL ONE

ELECTION OF DIRECTORS

At the Annual Meeting, nine 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 and were elected to the Board by vote of the stockholders at the last
annual meeting. On April 4, 2003, D. Paul Jones, Jr. resigned as a member of the
Board of

Directors creating a vacancy on the Board. The Company intends to fill the
vacancy upon completing its review of the qualifications of a number of
candidates. Proxies cannot be voted for a greater number of persons than the
number of nominees named.
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 direction, 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 unless the Board of Directors reduces the number
of directors, but the Board knows of no reason to anticipate that this will
occur.
The following table shows the names of the nominees for election as
directors, their respective ages as of August 8, 2003, the principal occupation,
business experience and other directorships held by such nominees, 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
- ------------ ----------------------- --------

John S. Stein, 66 Mr. Stein is Chairman of the Board. He was elected 1971
Chairman on June 1, 1996. He served as Chief
Executive Officer from 1991 to April 4, 2001, and
as President from 1985 to 1998 and from June 1,
2000 to April 4, 2001. Mr. Stein also served as
President of Golden Flake Snack Foods, Inc.
from 1976 to 1991. Mr. Stein retired as an
employee with the Company on May 31, 2002.
Mr. Stein is a Director of Compass Bancshares, Inc.

Edward R. Pascoe, 66 Mr. Pascoe is retired Chairman of the Board of Steel 1971
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.

John P. McKleroy, Jr., 59 Mr. McKleroy is an attorney and member with Spain 1976
& Gillon, L.L.C., general counsel for the Company.
He has practiced law with this firm since 1968.

James I. Rotenstreich, 66 Mr. Rotenstreich is Chairman and Chief Executive 1984
Officer of JHF Holdings, Inc. ("JHF"), a company
formerly doing business under the name of Jefferson Home
Furniture Company, Inc. He has served as Chief
Executive Officer since 1967 and as Chairman since 1992.
In May of 1994, JHF sold its retail home furniture interest
and is presently engaged in real estate and investment holdings.

Principal Occupation
Business Experiences Director
Name and Age and Other Directorships Since
- ------------ ----------------------- -----

John S.P. Samford, 53 Mr. Samford is President and sole owner of Samford 1984
Capital Corporation, an investment holding company
which he formed in 1989.

J. Wallace Nall, Jr., 63 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.

F. Wayne Pate, 68 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 subsidiary of
the Company from September 20, 1991, to November 1, 1998.

Joann F. Bashinsky, 71 Mrs. Bashinsky is Vice President of SYB, Inc.,which 1996
position she has held since 1981. SYB, Inc. is an investment
holding company, which is the principal owner of the Company.
Mrs. Bashinsky also serves as Vice President of Bashinsky Foundation,
Inc., a private charitable foundation. Mrs. Bashinsky is
the wife of Sloan Y. Bashinsky, Sr., who is Director
Emeritus of the Company.

Mark W. McCutcheon, 48 Mr. McCutcheon is Chief Executive Officer and 1999
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 has been employed by Golden Flake since 1980.

Sloan Y. Bashinsky, Sr., the husband of Joann F. Bashinsky is a "control
person" by reason of his beneficial ownership of voting securities.

Committees Of The Board Of Directors

The Company has a Compensation Committee, a Stock Option Committee and an
Audit Committee. The Board of Directors has no standing Nominating Committee.
During the fiscal year ended May 31, 2003, the Compensation Committee and
Stock Option Committee was made up of John S. Stein, John S.P. Samford, James I.
Rotenstreich, J. Wallace Nall, Jr., Joann F. Bashinsky and F. Wayne Pate. The
Compensation Committee met once during fiscal year 2003. 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 Stock Option Committee met once during fiscal year 2003. The Stock
Option Committee determines the key employees of the Company and its subsidiary
to whom stock options and stock appreciation rights will be granted under the
1996 Long Term Incentive Plan.
During the fiscal year ended May 31, 2003, the Audit Committee was made up
of James I. Rotenstreich, John S.P. Samford and Edward R. Pascoe, all of whom
are independent members, as defined by the National Association of Security
Dealers, Inc. D. Paul Jones, Jr. resigned from the Board of Directors and the
Audit Committee on April 4, 2003. The Audit Committee met twice during fiscal
year 2003. 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 31, 2003, 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 twice during the year. All
incumbent directors attended all of the meetings of the Board and the Committees
on which they served, except J. Wallace Nall, Jr. who attended 75% of the Board
meetings.

Compensation Of Directors

During the fiscal year ended May 31, 2003, the Company paid each of its
non-employee Directors a retainer of $300 per month and all Directors, including
Directors who were employees of the Company, were paid 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.

Stock Ownership Reporting By Directors And Officers

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, Monthly Reports, and 5, Annual
Reports. Based upon a review of copies of such reports, 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 Section16(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 2003.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following table summarizes the compensation paid or accrued by the
Company and its subsidiary during the fiscal years 2001, 2002 and 2003 to the
Company's Chairman of the Board, Chief Executive Officer and to the two most
highly compensated executive officers, other than the Chairman of the Board and
Chief Executive Officer, whose compensation exceed $100,000.

SUMMARY COMPENSATION TABLE

Long-Term
Annual Compensation Compensation
------------------- Awards
--------------
Other Annual Securities Underlying All Other
Name and Salary Bonus Compensation Options/SARs Compensation
Principal Position Year ($) ($) ($) (#) (1) ($)
- ------------------ ---- -------- -------- ----------- -------------- ------------

John S. Stein (a) 2003 - - - - -
Chairman, President 2002 $250,000 $18,493 - 40,000 $143,341
and Chief Executive 2001 $246,375 $16,810 - - $137,190
Officer

Mark W. McCutcheon (b) 2003 $210,000 - - - $43,800(2)(3)(4)
President and 2002 $175,000 $18,493 - 40,000 $16,380
Chief Executive Officer 2001 $137,500 $16,810 - - $15,981
and President of Golden
Flake Snack Foods, Inc.

Randy Bates (c) 2003 $145,000 - - - $8,030(2)(3)
Executive Vice 2002 $125,000 $13,490 - 30,000 $7,808
President of Sales, 2001 $100,000 $ 2,046 - - $7,494
Marketing and Transportation

David Jones (d) 2003 $125,000 - - - $7,735(2)(3)
Executive Vice 2002 $100,000 $ 8,994 - 30,000 $7,450
President of 2001 $ 87,000 $ 2,046 - - $1,214
Operations, Human
Resources and Quality
Control

(1) During the 2003 fiscal year, no incentive stock options were granted under
the 1996 Long Term Incentive Plan.

(2) Includes Director fees paid by the Company and its subsidiary as follows:
Mr. McCutcheon, $14,000; Mr. Bates, $6,000; Mr. Jones, $6,000.

(3) Includes contributions to the Company's and subsidiary's Profit Sharing
Plan and Employee Stock Ownership Plan as follows: Mr. McCutcheon, $2,800;
Mr. Bates, $2,030; Mr. Jones $1,735.

(4) Includes amounts accrued of $27,000, but not paid, to provide for future
payments under a Salary Continuation Plan for Mr. McCutcheon. The plan
provides for payments of up to $120,000 per year for 15 years following
death or retirement at age 65, and a reduced benefit in the event of
disability prior to retirement. The Plan is funded in part with life
insurance on the life of Mr. McCutcheon, and during fiscal year 2003,
insurance premiums of $46, 910 were paid.

(a) John S. Stein served as Chairman of the Board for fiscal years 2001 and
2002. He served as Chief Executive Officer during fiscal 2001 until April
4, 2001. He also served as President during fiscal year 2001 from June 1,
2000 until April 4, 2001. Mr. Stein retired as an employee of the Company
on May 31, 2002, but continues to serve the Company in a consulting
capacity and as Chairman of the Board.

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

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

401 (k) Profit Sharing Plan And Employee Stock Ownership Plan

The Company and its subsidiary each maintain a 401 (k) Profit Sharing Plan
and Employee Stock Ownership Plan for the benefit of their employees. Annual
contributions are made to the plans in amounts as determined by the Board of
Directors of each company. Contributions to the Employee Stock Ownership Plan
are invested in stock of the Company which is held for the account of the
participating employees and is distributed to the employees upon their
retirement or termination of employment. All contributions to the Profit Sharing
Plan and Employee Stock Ownership Plan are allocated to the accounts of the
participating employees based upon their annual compensation and each employee
account vests 100% in the employee after three years of service. The
contribution to the plans for the fiscal year ended May 31, 2003 was $231,332,
with the following amounts being credited to the accounts of the following
persons named in the Summary Compensation Table: Mark McCutcheon $2,800; Randy
Bates $2,030; and David Jones $1,735. (See Summary Compensation Table on page 8
- - These amounts are included within compensation shown in table.)

The Employee Stock Ownership Plan provides that the shares held by the
Trustee are voted by an administrative committee made up of 3 members. The Board
of Directors of the Company determines the members of the committee. Present
members of the administrative committee are: John S. Stein, Chairman of the
Board, Mark W. McCutcheon, Chief Executive Officer and President of the Company
and President of Golden Flake Snack Foods, Inc.; and John H. Shannon, Vice
President, Secretary and Controller of the Company.

1996 Long Term Incentive Plan

On September 27, 1996, the Company's shareholders approved the Golden
Enterprises, Inc. 1996 Long Term Incentive Plan (the "1996 Plan"). The purpose
of the 1996 Plan is to further the growth in earnings and market appreciation of
the Company by providing long term incentives to those officers and key
employees of the Company or its subsidiaries who make substantial contributions
to the Company through their ability, loyalty, industry and invention.

The 1996 Plan is administered by the Stock Option Committee of the Board of
Directors.

The 1996 Plan authorizes the Stock Option Committee to grant to officers
and key employees in the 1996 Plan (i) stock options (which may be non-qualified
options or incentive stock options for tax purposes), (ii) stock appreciation
rights ("SARs") (which may be issued in tandem with stock options), (iii)
restricted stock awards, (iv) performance units (which may be in stock, cash or
a combination thereof), and (v) supplemental cash payments. Persons eligible to
participate in the 1996 Plan shall be those officers and key employees of the
Company and its subsidiaries who are in positions in which their decisions,
actions and counsel significantly impact the performance of the Company or its
subsidiaries. Participants are chosen from this group by the Stock Option
Committee.

Shares Reserved for Issuance. The aggregate number of shares of the
Company's common stock which may be issued under the 1996 Plan may not exceed
500,000. Shares subject to options granted under the 1996 Plan which expire
unexercised, or shares subject to awards which are otherwise forfeited or
canceled, will not count against this limit. The maximum number of shares with
respect to which awards may be granted to any individual in any one year under
the 1996 Plan is 100,000.

Stock Options. The Stock Option Committee is authorized to determine the
terms and conditions of all option grants, subject to certain specific
limitations as set forth in the 1996 Plan. In general, no option may be granted
with an exercise price of less than the fair market value of a share of the
Company's common stock on the date of grant (110% if the grantee beneficially
owns more than 10% of such stock), the term of an option may not be longer than
ten (10) years, and any option shall be subject to certain restrictions on
transferability. Payment of the option price may be in cash, check or other
instrument acceptable to the Stock Option Committee, or, in the discretion of
the Stock Option Committee, in the form of unrestricted common stock of the
Company owned by the optionee.

Stock Appreciation Rights. The Stock Option Committee is authorized to
grant SARs either independent of or in connection with stock options granted
under the 1996 Plan. The exercise of SARs will entitle the holder thereof to an
amount (the "appreciation") equal to the difference between the fair market
value of the common stock on the date the SAR was issued (or, in the case of
SARs issued in connection with options, the exercise price under the related
option agreement) and the fair market value of a share of common stock of the
Company on the date the SAR is exercised. The appreciation will be payable in
cash or common stock of the Company at the discretion of the Stock Option
Committee. The exercise of SARs granted in connection with options will
terminate those options.

The exercise of SARs which are paid in common stock will be treated as the
issuance of the shares of common stock to which the SARs relate for purposes of
calculating the maximum number of shares which have been issued under the 1996
Plan.

Restricted Stock. The Stock Option Committee is authorized to award
restricted stock under the1996 Plan subject to such terms and conditions as the
Stock Option Committee may determine. The Stock Option Committee will have
authority to determine the number of shares of restricted stock to be awarded,
the price, if any, to be paid by the recipient of the restricted stock, and the
date on which the restricted stock will vest. The vesting of restricted stock
may be conditioned upon the completion of a specified period of service with the
Company, upon the attainment of specified performance goals, or upon such other
criteria as the Stock Option Committee may determine. The Stock Option Committee
has the discretion to make loans to the recipients for the purchase price of the
restricted stock and to accel-

erate the vesting of the restricted stock on a case by case basis at any time.

Performance Units. The Stock Option Committee may grant performance units
under which payment may be made to the participant upon the attainment of
specific performance goals. Such performance goals will be established by the
Stock Option Committee and will relate to the performance of the Company (or any
segment thereof) over a specified performance period, as judged under any
business criteria deemed appropriate by the Stock Option Committee, including,
without limitation, growth in earnings, the ratio of earnings to shareholder's
equity or the ratio of earnings to total capital. The Stock Option Committee
shall determine the extent to which the performance targets have been attained,
and what, if any, payment is due the participant on the performance unit. Such
payment may be made, at the Stock Option Committee's discretion, in cash or
common stock of the Company (based on the then current fair market value of such
stock).

Supplemental Cash Payments. A stock option, SAR, restricted stock or
performance unit award may provide for the Company to make a supplemental cash
payment to a participant. Payments may be made for the purpose of, but not
limited to, assisting the employee in paying income taxes resulting from an
award under the 1996 Plan. In no event shall the amount of cash payment exceed
the value of the award to which it relates.

During the fiscal year ended May 31, 2003, no incentive stock options or
other rights were granted under the 1996 Plan to officers and key employees of
the Company or its subsidiary. No executive officer exercised options during
fiscal year 2003. Information concerning outstanding options is set forth in the
following table.

Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values

(a) (b) (c) (d) (e)
Number of Secur- Value of
ties Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs
FY-End (#) at FY-End ($)

Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
- ------------ --------------- ------------------ ------------- -------------

John S. Stein 0 0 60,000/0 $0/0
Chairman

Mark W. McCutcheon 0 0 60,000/0 $0/0
CEO

Randy Bates 0 0 29,000/0 $0/0

David Jones 0 0 30,000/0 $0/0

Compensation Committee Interlocks and Insider Participation

During fiscal year 2003, the Compensation Committee of the Board of
Directors (the "Compensation Committee") was comprised of John S. Stein, John
S.P. Samford, James I. Rotenstreich, J. Wallace Nall, Jr., Joann F. Bashinsky
and F. Wayne Pate. None of the members, with the exception of John S. Stein who
is Chairman of the Board, are officers or employees of the Company or its
subsidiary. F. Wayne Pate retired as President of the Company on May 31, 2000.

Compensation Committee Report On Executive Compensation for the Fiscal Year
Ended May 31, 2003.

The Compensation Committee reviews the compensation structure of the
Executive Officers of the Company and the top executive officer of Golden Flake
Snack Foods, Inc. ("Golden Flake"), a whollyowned subsidiary, and recommends to
the Board the appropriate base and incentive bonus compensation of such
officers.

The Stock Option Committee during fiscal 2003 was made up of James I.
Rotenstreich, John S. P. Samford, John S. Stein, J. Wallace Nall, Jr., Joann F.
Bashinsky and F. Wayne Pate. The Stock Option Committee determines the key
employees of the Company and Golden Flake to whom stock options and stock
appreciation rights are granted under the 1996 Long Term Incentive Plan.

The Company's executive compensation program consists of three primary
components: base salary, annual incentive bonus, and grants of stock options and
stock appreciation rights.

Base salary is the foundation of executive compensation. Base salaries are
reviewed annually and adjusted, if deemed appropriate, based upon
recommendations of the Compensation Committee after its review of
recommendations received from the Chairman of the Board ("Chairman").

Annual incentive bonus formulas are established for the Chief Executive
officer (CEO), President and the top executive officer of Golden Flake. The CEO,
President and the top executive officer of Golden Flake are paid a percentage of
the company's pre-tax operating earnings that exceed a targeted return on
equity.

The base salaries and incentive bonus formulas for fiscal 2003 reported in
this Proxy Statement were recommended by the Compensation Committee in April,
2002 to the Board. The Compensation Committee received and reviewed
recommendations from the Chairman, which recommendations were based upon a
number of factors, including overall earnings of the Company and Golden Flake,
pre-tax earnings from operations, return on equity, the financial performance of
the Company and its subsidiary, the complexities of the job, and individual
performance and achievements of each of the executive officers.

In reviewing the recommendations of the Chairman and in making its
recommendations to the Board, the Compensation Committee undertook a subjective
consideration of the executive officers' base salaries and incentive bonus
formulas that was not related to any specific qualitative or quantitative
criteria.

The Board's approval of such recommendations of the Compensation Committee
have generally been based on its subjective analysis of what it considers to be
a reasonable and appropriate base salary and incentive bonus formula for the CEO
and other executive officers taking into consideration their individual job
responsibilities and the financial performance of the Company during the prior
fiscal year.

The Company has used stock options and stock appreciation rights to reward
the performance of executives. These are granted under the 1996 Long Term
Incentive Plan. Grant of stock options and stock appreciation rights are made by
the Stock Option Committee to key employees after considering the
recommendations of the Chairman.

The Compensation Committee believes that the incentive bonus formulas and
stock options/stock appreciation rights assure that a significant portion of the
CEO's compensation relate to the Company's performance.

The base salary and incentive bonus formula for Mark W. McCutcheon, the
Company's CEO, during fiscal year 2003 were determined based upon his
responsibilities and contributions to the Company and the performance of the
Company. During fiscal 2003, Mr. McCutcheon received an increase in base salary
of 20% from $175,000 to $210,000. Mr. McCutcheon's incentive bonus formula which
was based upon a pre-determined percentage of the Company's pre-tax operating
earnings that exceeded a target of return on equity, produced a bonus of $0 for
fiscal 2003. Mr. McCutcheon did not receive any stock options during fiscal
2003.

In April of 2003, the Compensation Committee held its regular meeting to
consider and recommend compensation for the fiscal year beginning June 1, 2003.
At that meeting, the Compensation Committee, upon recommendation of John S.
Stein, Chairman, and employing the factors and criteria set out above,
recommended that the base salary for Mark W. McCutcheon as President and CEO of
$210,000 remain unchanged from the prior year. The recommendations of the
Compensation Committee were approved by the Board of Directors.

Compensation Committee: J. Wallace Nall, Jr., John S. P. Samford, James I.
Rotenstreich, John S. Stein, Joann F. Bashinsky, and F. Wayne Pate.

Shareholder Return Performance Graph

The following graph illustrates, for the period commencing May 31, 1998,
and ending May 31, 2003, the yearly percentage change in the cumulative total
shareholder return on the Company's common stock as compared with the cumulative
total returns of other companies included within the NASDAQ Stock Market (U.S.
Companies) Index and the Company's Peer Group.

The Company has selected a Peer Group consisting of the four
publicly-traded companies named below which are in the snack food industry.
Virtually all of the Company's direct competitors and peers are privately-held
companies or subsidiaries or divisions of larger publicly-held companies so that
the available members of the Peer Group are limited.

COMPARISON OF FIVE YEAR CULMULATIVE TOTAL RETURN AMONG THE COMPANY, NASDAQ
STOCK MARKET INDEXT AND PEER GROUP

DATE THE COMPANY NASDAQ STOCK MARKET PEER GROUP

1998 100 100 100
95.295 111.01 90.753
1999 71.612 141.038 82.918
52.236 190.709 74.703
2000 57.835 193.316 59.484
72.366 148.228 64.361
2001 80.317 120.198 78.403
79.712 110.418 95.701
2002 98.87 92.47 120.778
87.33 85.242 98.758
2003 51.118 91.894 96.649

[SEE SUPPLEMENTAL PDF]

This graph assumes that $100 was invested in the Company's common stock on
May 31, 1998, in the NASDAQ Stock Market (U.S. Companies) Index and in the Peer
Group, which consisted of Lance, Inc., J & J Snack Foods Corp., Tasty Baking Co.
and Ralcorp Holdings, Inc. and that dividends were reinvested.

CERTAIN TRANSACTIONS

During the fiscal year ended May 31, 2003, 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. The
firm will continue to perform legal services for the current fiscal year.

During the fiscal year ended May 31, 2003, Golden Flake Snack Foods, Inc.
("Golden Flake"), a wholly-owned subsidiary of the Company, leased 20 delivery
vans from SYB, Inc., a corporation primarily owned and controlled by Sloan Y.
Bashinsky, Sr. This lease was executed in a prior year. Golden Flake used the
delivery vans in its ordinary course of business of distributing snack food
products. During the fiscal year, Golden Flake paid an average monthly lease
payment of $777.00 per month for each delivery van. Upon expiration of the
delivery van lease on May 31, 2004, Golden Flake has the option to purchase the
vans at their salvage value of $8,000 per van.

Golden Flake owns a Cessna Citation II Airplane for business use. Sloan Y.
Bashinsky, Sr. has leased the plane for personal use of up to 100 flight hours
per year. The lease requires monthly payments of $20,000. During fiscal year
2003, Mr. Bashinsky paid lease payments to Golden Flake of $240,000, and also
paid all flight crew expenses for flights used by him. The lease is structured
so that the costs of ownership, maintenance, and operation of the plane to
Golden Flake are offset by the lease payments and payment of the flight crew
expenses on flights used by Mr. Bashinsky. The lease is for a term of one year
and automatically renews annually on each February 1, unless Golden Flake or Mr.
Bashinsky elects to terminate the same. The current lease term will expire on
January 31, 2004. Mr. Bashinsky's personal use of the plane is coordinated with
Golden Flake so as not to interfere with Golden Flake's business use.

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

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee reviews with the independent auditors, the corporate
controller and the Company's general counsel the results of the independent
auditor's annual report on the Company's financial statements. The Audit
Committee also reviews and confers with management and the Board of Directors
with respect to the selection of 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 31, 2003 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 Dudley,
Hopton-Jones, Sims and Freeman, PLLP, such other matters and received such
assurances from them as deemed appropriate by the Audit Committee.

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.

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

Members of the Audit Committee: James I. Rotenstreich, John S. P. Samford
and Edward R. Pascoe.

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 31, 2003. 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 wish to do so,
and will be available to respond to appropriate questions from stockholders.

During the fiscal years ended May 31, 2003 and 2002, Dudley, Hopton-Jones,
Sims & Freeman PLLP provided various audit and non-audit services to the Company
and its subsidiary. As a 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 assisted in the preparation of the Company's
Annual Report (Form 10-K) for filing with the Securities and Exchange
Commission.

During fiscal years 2003 and 2002, Dudley, Hopton-Jones billed the company
for services provided in the following categories and amounts:

Audit Fees. Dudley, Hopton-Jones billed the Company $89,425 for audit
services for the Company's annual financial statements for the fiscal year 2003
and for the review of the the financial statements included in the Company's
quarterly reports on Form 10- Q filed for the first three quarters of fiscal
2003. Dudley, Hopton-Jones billed the Company $76,635 for audit services for the
fiscal year 2002.

Audit-Related Fees. Dudley, Hopton-Jones did not provide any audit related
services to the Company for the fiscal years ended May 31, 2003 and 2002.

Tax Fees: Dudley, Hopton-Jones billed the Company $14,000 for tax services
for the fiscal year ended May 31, 2003. Tax services included tax planning, tax
advice and the preparation of tax reports. During the fiscal year ended May 31,
2002, Dudley, Hopton- Jones billed the Company $14,900 for tax services.

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

The Audit Committee is required 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 hereof 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.

FINANCIAL STATEMENTS

Consolidated Financial Statements of the Company and its subsidiary for the
fiscal year ended May 31, 2003, are contained in the 2003 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.

STOCKHOLDER PROPOSALS FOR 2004 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 May 31, 2004. Any other stockholder proposals for the
Company's 2004 Annual Meeting of Stockholders must be received no later than
July 27, 2004. The proposals must comply with all applicable statues and
regulations. Any such proposals should be submitted to Golden Enterprises, Inc.,
Attention: John H. Shannon, Vice President & Secretary, 2140 11th Avenue South,
Suite 208, Birmingham, Alabama 35205.

OTHER BUSINESS

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

John S. Stein
Chairman

[This page intentionally left blank.]

Golden Enterprises, Inc.
GLDC

Proxy Card for Annual Stockholders Meeting
September 30, 2003 at 11:00 a.m. Birmingham Time

PROXY This Proxy is Solicited on Behalf of the Board of
Directors

GOLDEN ENTERPRISES, INC. The undersigned hereby appoints John S.
Suite 208, 2140 11th Avenue South Stein and John H. Shannon as Proxies, each
Birmingham, Alabama 35205 with the power to appoint his substitute,
and to vote as designated below, all the
shares of common stock of Golden
Enterprises, Inc. held of record by the
undersigned on August 8, 2003 at the annual
meeting of stockholders to be held on
September 30, 2003, or any adjournment
thereof.
Annual Meeting of Stockholders
September 30, 2003
- ---------------------------------

ELECTION OF FOR all nominees listed below [ ] WITHOUT AUTHORITY [ ]
DIRECTORS (except as designated to the to vote for all nominees listed below
contrary below)

John S. Stein, Edward R. Pascoe, John P. McKleroy, Jr. James I. Rotenstraich,
John S.P. Samford, J. Wallace Nall, Jr., F. Wayne Pate, Joann F. Bashinsky,
Mark W. McCutcheon

(INSTRUCTION: To withold authority for any individual nominee, write that
nominee's name in the space provided below)
- ----------------------------------------------------------------------------------------------------

2. In their discretion, the Proxies are authorized to vote upon such other business as may properly
come before the meeting, which business the Board of Directors was not aware of before July 27, 2003.

The proxy when proerly executed will be voted in the manner directed herein by the undersigned stockholder.
If no direction is made, this proxy will be voted for the election of directors. (To be signed on the other side).

(Continued on back)

The Board of Directors knows of no other matters that may properly be or
which are likely to be, brought before the meeting. However, if any other
matters are properly brought before the meeting, the persons named in the proxy
of their substitutes will vote in accordance with their best judgement on such
matters.

The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Annual Meeting and Proxy Statement dated September 5, 2003, and the 2003 Annual
Report to Stockholders.

Please sign exactly as the name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

- ---------------------------------, Date -------------------------------------
Signature

PLEASE MARK SIGN, DATE AND RETURN THE -------------------------------------
PROXY CARD PROMPTLY USING THE ENCLOSED Signature if held jointly
ENVELOPE