1. Name and address of reporting person
McCutcheon, Mark W.
P.O. Box 2447
Birmingham, AL 35201
2. Date of Event Requiring Statement
1/7/99
3. I.R.S. identification number of reporting person
###-##-####
4. Issuer Name and Ticker or Trading Symbol
Golden Enterprises, Inc. (GLDC)
5. Relationship of Reporting Person to Issuer
Director
<TABLE>
Table 1 - Non-Derivative Securities Beneficially Owned
<CAPTION>
1. Title of 2. Amount of 3. Ownership Form: 4. Nature of Indirect
Security Securities Direct (D) or Beneficial Ownership
Indirect (I)
<S> <C> <C> <C>
Common Stock 4,455 shares D
Common Stock 1,723.39 shares I See footnote 1
</TABLE>
Table II -- Derivative Seucrities Beneficially Owned
1. Title of Derivative
Common Stock Options -- (Right to Buy) (2)
2. Date Exercisable and Expiration Date
Date Exercisable -- (3)
Expiration Date -- 4/8/2007
3. Title and Amount of Securities Underlying Derivate Security
Title -- Common Stock
Amount or Number of Shares -- 20,000 shares
4. Conversion or Exercise Price of Derivative Security -- $7.375
5. Ownership Form of Derivative Seucrity: (Direct (D)
or Indirect (I) -- 20,000
6. Nature of Indirect Beneficial Ownership -- D
Explanation of Responses:
(1) See Attached Response
(2) See Attached Response
(3) See Attached Response
/s/ Mark W. McCutcheon 1/17/99
RESPONSES OF MARK W. McCUTCHEON
TO FORM 3 -- JANUARY 1999
(1) Shares held in Golden Enterprises, Inc. Employee Stock
Ownership Plan which are vested in Mr. McCutcheon.
(2) Option granted under the Golden Enterprises, Inc. 1996
Long Term Incentive Plan.
(3) All options were and are exercisable on or after April
8, 1998.
