<LETTER>
SPAIN & GILLON, L.L.C.
THE ZINSZER BUILDING
2117 SECOND AVENUE NORTH
BIRMINGHAM, ALABAMA 35203-3753
TELEPHONE (205) 328-4100
FACSIMILE (205) 324-8866
WRITER'S DIRECT DIAL NUMBER
(205) 581-6226
January 15, 1998
CERTIFIED MAIL
RETURN RECEIPT REQUESTED
Securities and Exchange Commission
Section on Ownership Reports
500 North Capitol Street
Washington, D.C. 20549
Re: Amendment to Schedule 13G Filed on Behalf of Golden
Enterprises, Inc. and Subsidiaries Employee Stock
Ownership Plan
Gentlemen:
Please find enclosed herewith the original executed and five
conformed copies of an Amendment to Schedule 13G Report filed for
and on behalf of the Golden Enterprises, Inc. and Subsidiaries
Employee Stock Ownership Plan (the "Plan").
This Amendment is being filed for the calendar year ended
December, 1997. This Report reflects a decrease in shares held by
the Plan.
If additional information is needed, please call me collect at
(205) 328-4100.
Yours very truly,
SPAIN & GILLON, L.L.C.
By: /s/ John P. McKleroy, Jr.
John P. McKleroy, Jr.
JPMjr/kp
Enclosures
cc: Mr. John H. Shannon (w/encls.)
Ms. Norma Rice (w/encls.)
</LETTER>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
GOLDEN ENTERPRISES, INC.
(Name of Issuer)
Common Stock
Title of Class of Securities
381010107
(CUSIP Number)
Check the following box if a fee is being paid with this statement
( ). (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
Continued on following page(s))
Page 1 Of 6 Pages
</PAGE>
<PAGE>
CUSIP No. 381010107 13G Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Golden Enterprises, Inc. and Subsidiaries Employee Stock
Ownership Plan (Stock Bonus Plan)
IRS I.D. #63-0000139
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
2101 Magnolia Avenue South
Suite 212
Birmingham, AL 35205
5 SOLE VOTING POWER
991,844 Shares
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY --
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 991,844 Shares
PERSON
WITH
8 SHARED DISPOSITIVE POWER
__
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
991,844 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
--
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.1%
12 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTION BEFORE FILLING OUT!
</PAGE>
<PAGE>
Item 1(a) Name of Issuer:
Golden Enterprises, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
2101 Magnolia Avenue South
Suite 212
Birmingham, Alabama 35205
Item 2(a) Name of person Filing:
Golden Enterprises, Inc. and Subsidiaries Employee
Stock Ownership Plan (Stock Bonus Plan)
Item 2(b) Address of Principal Business Office or, if none,
Residence:
2101 Magnolia Avenue South
Suite 212
Birmingham, Alabama 35205
Item 2(c) Citizenship:
N/A
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
381010107
Page 3 of 6
</PAGE>
<PAGE>
Item 3 If this statement if filed pursuant to Rules
13d-1(b), or 13(d)-2(b), check whether the person
filing is a:
***
(f) (X) Employee Benefit Plan, Pension Fund which
is subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment
Fund.
Item 4 Ownership.
(a) Amount Beneficially Owned:
991,844 shares
This Amendment is being filed to reflect a decrease
in ownership.
(b) Percent of Class:
8.1%
(c) Number of shares as to which such person has:
* (i) Sole power to vote or to direct the
vote
-- 991,844 shares
(ii) Shared power to vote or to direct
the vote
-- 0
(iii) Sole power to dispose or to direct
the disposition of
-- 991,844 shares
(iv) Shared power to dispose or to direct
the disposition of
-- 0
* Pursuant to the terms and conditions of the
Golden Enterprises, Inc. and Subsidiaries Employee Stock Ownership
Plan (Stock Bonus Plan), the Plan, through a designated Plan
Administrative Committee, has the sole power to vote all shares of
Golden Enterprises, Inc. (GE) stock held by the Plan. The Plan
Administrative Committee consists of three individuals who are
designated from time to time by the Board of Directors of GE and
its subsidiary. The vote of two members in favor of any proposed
action of the Plan Administrative Committee is necessary to give
legal effect thereto. The present members of the Plan
Administrative Committee and their position with GE and its
subsidiary are:
Page 4 of 6
</PAGE>
<PAGE>
John S. Stein -- Director, Chairman of the Board,
President and Chief Executive
Officer of Golden Enterprises, Inc.
F. Wayne Pate -- Director and President of Golden
Flake Snack Foods, Inc.
John H. Shannon -- Vice President and Secretary of
Golden Enterprises, Inc.
The shares of Golden Enterprises, Inc. stock held by the Plan are
held and disposed of in strict compliance with the terms and
conditions of the Plan. The Plan Administrative Committee possess
no discretionary authority concerning disposition of shares.
The Trustee of the Plan, Compass Bank, has no discretionary
authority concerning the voting of the Golden Enterprises, Inc.
stock nor the disposition of the stock. Compass Bank disclaims any
beneficial ownership of the stock held by the Plan.
Item 5 Ownership of Five percent or Less of a Class.
N/A
Item 6 Ownership of More than Five Percent on Behalf of
Another Person.
N/A
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By
the Parent Holding Company.
N/A
Item 8 Identification and Classification of Members of the
Group.
N/A
Item 9 Notice of Dissolution of Group.
N/A
Page 5 of 6
</PAGE>
<PAGE>
Item 10 Certification.
By signing below, we certify that, to the best of
our knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purposes or effect.
Signature
After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information set forth in
this statement is true, complete and correct.
January 15,1998
Golden Enterprises, Inc. and
Subsidiaries Employee Stock
Ownership Plan (Stock Bonus Plan)
By: Compass Bank, As Trustee
/s/ Norma Rice
Its Vice President and Trust
Officer
and
By: The Plan Administrative Committee
/s/ John H. Shannon
John H. Shannon
Its Secretary
1/15/98
0004\0001
Page 6 of 6
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