UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
GOLDEN ENTERPRISES, INC.
________________________
Name of (Issuer)
COMMON STOCK
______________________________
(Title of Class of Securities)
381010107
______________
(CUSIP Number)
FOR YEAR ENDED DECEMBER 1998
_______________________________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
___ Rule 13d-1(b)
___ Rule 13d-1(c)
___ Rule 13d-1(d)
*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).
CUSPID No. 381010107
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
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 (See Instructions)
(a) ..............................................................
(b) ..............................................................
3. SEC Use Only .....................................................
4. Citizenship or Place of Organization
2101 Magnolia Avenue South
Suite 212
Birmingham, AL 35205
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power -- 988,211 Shares
6. Shared Voting Power -- 0
7. Sole Dispositve Power -- 988,211 Shares
8. Shared Dispositve Power -- 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
988,211 Shares
10. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) --
11. Percent of Class Represented by Amount in Row (9)
8.1%
12. Type of Reporting Person (See Instructions)
EP
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, AL 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, AL 35205
Item 2(c) Citizenship
N/A
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
381010107
Item 3 If this statement is filed pursuant to Rule 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:
988,211 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
-- 988,211 shares
(ii) Shared power to vote or to direct the vote
-- 0
(iii) Sole power to dispose or to direct the disposition
of -- 988,211 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),
throught 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 Admdinistrative
Committee and their position with GE and its subsidiary are:
John S. Stein -- Director, Chairman of the Board and Chief
Executive Officer of Golden Enterprises, Inc.
F. Wayne Pate -- Director, President and Chief Operating Officer
of Golden Enterprises, 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
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, 1999
Golden Enterprises, Inc. and
Subsidiaries Employee Stock
Ownership Plan (Stock Bonus Plan)
By: Compass Bank, As Trustee
/s/ Keith R. Dale
______________________________
Its Vice President and
Trust Officer
and
By: The Plan Administrative Committee
/s/ John H. Shannon
___________________________________
John H. Shannon
Its Secretary
