As filed with the Securities and Exchange Commission
                        on April 8, 1997

                       Registration No. __


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                       

                            FORM S-8

                     REGISTRATION STATEMENT
                              under
                   THE SECURITIES ACT OF 1933
                                       

                    GOLDEN ENTERPRISES, INC.
                                       

        Delaware                                      63-0250005
     (State or Other                                (IRS Employer
     Jurisdiction of                              Identification No.)
      Incorporation)

                                       

2101 Magnolia Avenue South
Suite 212
Birmingham, Alabama  35205

                                       

     GOLDEN ENTERPRISES, INC. 1996 LONG TERM INCENTIVE PLAN
                                       

                          John S. Stein
                     Chief Executive Officer
                    Golden Enterprises, Inc.
                     One Golden Flake Drive
                   Birmingham, Alabama  35233
                         (205) 323-6161

                                       
                 CALCULATION OF REGISTRATION FEE



<TABLE>
<CAPTION>

Title of Secur-                             Proposed Maximum       Proposed Maximum       Amount of
ities to be              Amount to be       Offering Price         Aggregate Offer-       Registration
registered               Registered         Per Share (1)          ing Price (1)          Fee

<S>                      <C>                <C>                    <C>                    <C>
Class A Common           500,000            $7.6875                $3,843,750.00          $1,164.77
Stock, par value         shares
$.66 2/3 per share     
(the "Class A
Common Stock")

<FN>

(1)   Computed on the basis of the price at which stock of the same class was 
      sold on September 27, 1996, pursuant to Rule 457(h) of the Securities 
      Act of 1933, as amended, solely for the purpose of calculating the 
      amount of registration fee.

</FN>
</TABLE>

                 AVAILABLE INFORMATION

     Golden Enterprises, Inc. (the "Company" or the "Registrant"),
is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission").  Such reports, proxy statements and other
information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained
by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room
1024, Washington, D.C.  20549 and at its regional offices at
Citicorp Center, 300 West Madison Street, Chicago, Illinois  60661,
and Seven World Trade Center, New York, New York 10048.  Copies of
such material can be obtained at prescribed rates from the Public
Reference Section of the Commission, Room 1024, 450 Fifth Street,
N.W., Washington, D.C.  20549.  The Company's Class A Common Stock
is traded in the over-the-counter market under the "NASDAQ" symbol,
GLDC and transactions are reported through the National Association
of Securities Dealers Automated Quantation (NASDAQ) National Market
System and copies of reports, proxy statements and other
information concerning the Company can be inspected at 2101
Magnolia Avenue South, Suite 212, Birmingham, Alabama  35205.  In
addition, certain of such materials are also available through the
Commission's Electronic Data Gathering and Retrieval System
("EDGAR").

  PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1(b).  Securities to be Offered.

     The Company hereby registers 500,000 shares of the Company's
Class A Common Stock, par value $.66 2/3 per share (the "Class A
Common Stock"), in connection with the implementation of the Golden
Enterprises, Inc. 1996 Long Term Incentive Plan (the "Plan").  The
Plan was approved by the Company's stockholders at the Company's
Annual Meeting of Stockholders on September 27, 1996.



   PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The Company's Annual Report on Form 10-K for the year ended
May 31, 1996 filed by the Company with the Commission is
incorporated in this Registration Statement by reference.  All
other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of such fiscal year are
also incorporated in this Registration Statement by reference.  In
addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from
the date of filing of such documents.

     Any statement contained in any document incorporated, or
deemed to be incorporated, by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modified or supersedes such
statement.  Except as so modified or superseded, such statement
shall not be deemed to constitute a part of this Registration
Statement.

Item 4.  Description of Securities.

     The Company's authorized capital stock consists of 35,000,000
shares of Class A Common Stock, of which 12,205,950 shares were
issued and outstanding as of March 31, 1997.

Item 5.  Interests of Named Experts and Counsel.

     John P. McKleroy, Jr., who is a Director of the Company, is a
partner of Spain and Gillon, L.L.C., a law firm which has performed
and continues to perform significant legal services for the
Company.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law in the State of
Delaware:  (i) gives Delaware corporations broad powers to
indemnify the present and former directors and officers and those
of affiliated corporations against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with threatened, pending or
completed actions, suits or proceedings to which they are parties
or are threatened to be made parties by reason of being or having
been such directors or officers, subject to specified conditions
and exclusions; (ii) gives a director or officers a corporation to
buy directors and officers liability insurance.  Such
indemnification is not exclusive of any other rights to which those
indemnified may be entitled under any bylaw, agreement, vote of
stockholders or otherwise.

     Article 13 of Golden Enterprises' By-Laws requires Golden
Enterprises to indemnify its directors and officers to the maximum
extent permitted by the general corporation law of the State of
Delaware.  Article 12 of Golden Enterprises' Certificate of
Incorporation also provides that Golden Enterprises may indemnify
and advance expenses to its directors, officers, employees or
agents to the fullest extent permitted by applicable law. 
Additionally, Golden Enterprises has entered into Indemnification
Agreements with its Directors which provide that Golden Enterprises
will indemnify its Directors to the fullest extent allowed by
applicable law.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1993 may be permitted to directors, officers or
persons controlling Golden Enterprises pursuant to the foregoing
provisions, Golden Enterprises has been informed that, in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in such Act
and therefore unenforceable.

     Golden Enterprises maintains insurance policies insuring its
directors and officers against certain losses incurred by them as
a result of claims based upon their actions or statements
(including omissions to act or to make statements) as directors and
officers.  The aggregate amount payable for individual directors
and officers under such policies in any policy year is limited to
$5,000,000.  After certain deductibles, Golden Enterprises is
entitled to reimbursement of up to $5,000,000 under such policies
in connection with its indemnification of directors and officers.

     Golden Enterprises also maintains an insurance policy insuring
those individuals who are fiduciaries, as defined by the Employee
Retirement Income Security Act of 1974, under certain Employee
Benefit Plans of Golden Enterprises and its subsidiaries against
certain losses incurred by them as a result of claims based on
their responsibilities, obligations and duties under such Act. 
This fiduciary policy isan annual aggregate limit of $5,000,000. 
Section 102(b)(7) of the general corporation law of the State of
Delaware permits a Delaware corporation to include in its
Certificate of Incorporation a provision eliminating the potential
monetary liability of a director to the corporation or its
stockholders for breach of fiduciary duty as a director, provided
that such provision shall not eliminate the liability of a director
(i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for improper payment of dividends, or (iv)
for any transaction from which the director receives an improper
personal benefit.  Golden Enterprises' Certificate of Incorporation
includes such provision in Article 12 thereof.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     See Exhibit Index.

Item 9.  Undertakings.

(a)  Rule 415 offerings.

     The undersigned registrant hereby undertakes:

     (1)   To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:

               (i)    To include any prospectus required by Section
10(a)(3) of the Securities Act;

               (ii)   To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in this Registration Statement;

               (iii)  To include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;

     Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the
registration statement.

     (2)  That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b)  Filings incorporating subsequent Exchange Act documents by
     reference.

     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrants annual report pursuant to Section
13(a) or Section 15(d) of the Exchange, Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c)  Filing of Registration Statement on Form S-8.

     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by or for such officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.

                           SIGNATURES


     Pursuant to the requirements of the Securities Act the Company
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Birmingham, State of Alabama, on April 3, 1997.

                               GOLDEN ENTERPRISES, INC.


                               By:     /s/ John S. Stein
                               Name:   John S. Stein
                               Title:  Chairman of the Board and
                                       Chief Executive Officer

     Pursuant to the requirements of the Securities Act this
Registration Statement and power of attorney have been signed by
the following persons in the capacities and on the dates indicated.

     By his signature, each of the following persons authorizes
John S. Stein and John H. Shannon, or any of them, with full power
of substitution, to execute in his name and on his behalf, and to
file any amendments (including, without limitation, post-effective
amendments) to this Registration Statement necessary or advisable
in the opinion of any of them to enable the Company to comply with
the Securities Act, and any rules, regulations and requirements of
the Commission thereunder, in connection with the registration of
the additional securities which are the subject of this
Registration Statement.


April 8, 1997                      /s/ Joann F. Bashinsky
                                   JOANN F. BASHINSKY - Director

April 8, 1997                      /s/ D. Paul Jones, Jr.
                                   D. PAUL JONES, JR. - Director

April 8, 1997                      /s/ John P. McKleroy, Jr.
                                   JOHN P. MCKLEROY, JR. - Director

April 8, 1997                      /s/ J. Wallace Nall, Jr.
                                   J. WALLACE NALL, JR. - Director

April 8, 1997                      /s/ Edward R. Pascoe
                                   EDWARD R. PASCOE - Director

April 8, 1997                      /s/ F. Wayne Pate
                                   F. WAYNE PATE - Director

April 8, 1997                      /s/ James I. Rotenstreich
                                   JAMES I. ROTENSTREICH - Director

April 8, 1997                      /s/ John S. P. Samford
                                   JOHN S. P. SAMFORD - Director

April 8, 1997                      /s/ John S. Stein
                                   JOHN S. STEIN - Director

                          EXHIBIT INDEX

                                                             Sequentially
Exhibit Number                Exhibit                        Numbered Page

     1             Opinion of Spain and Gillon,                    13
                   L.L.C. re legality of securities
                   being registered

     2             Consent of Dudley, Hopton-Jones,                15
                   Sims & Freeman PLLP

     3             Consent of Spain and Gillon,                    --
                   L.L.C. (included in Exhibit 1)

     4             Power of Attorney (included on                  --
                   signature pages of this Regis-
                   tration Statement)

     5             Golden Enterprises, Inc. 1996                   16
                   Long Term Incentive Plan



                            EXHIBIT 1


                      SPAIN & GILLON, L.L.C.
                       THE ZINSZER BUILDING
                     2117 SECOND AVENUE NORTH
                     BIRMINGHAM, ALABAMA 35203

                           205-328-4100

                          April 8, 1997



Golden Enterprises, Inc.
2101 Magnolia Avenue South
Suite 212
Birmingham, Alabama  35205

Ladies and Gentlemen:

     We have acted as counsel to Golden Enterprises, Inc., a
Delaware corporation (the "Company"), in connection with the filing
of the Company's registration statement on Form S-8 with the
Securities and Exchange Commission on or about April 8, 1997, (the
"Registration Statement") under the Securities Act of 1933, as
amended.  The Registration Statement is being filed in connection
with the Company's offering of 500,000 shares of Class A Common
Stock ($.66 2/3 par value per share)(the "Shares") pursuant to the
Company's 1996 Long Term Incentive Plan (the "Plan").

     We are familiar with the proceedings to date with respect to
such offering and have examined such records, documents and matters
of law and satisfied ourselves as to such matters of fact as we
have considered relevant for purposes of this opinion.

     For purposes of this opinion, we have assumed the authenticity
of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.  We have
also assumed the genuineness of the signatures of persons signing
all documents in connection with which this opinion is rendered,
the authority of such persons signing on behalf of the parties
thereto, and the due authorization, execution and delivery of all
documents by the parties thereto.

     We are of the opinion that when the Plan Shares shall have
been issued and sold on the terms contemplated by the Plan and the
Registration Statement shall have become effective, the Plan Shares
will be legally issued, fully paid and non-assessable.

     This opinion shall be limited to the laws of the State of
Alabama, the General Corporation Law of the State of Delaware and
the federal laws of the United States of America.

     We hereby consent to the use of this opinion as an exhibit to
the Registration Statement.

                                     Very truly yours,

                                     /s/ Spain & Gillon, L.L.C.
                                     SPAIN & GILLON, L.L.C.


                            EXHIBIT 2

             Dudley, Hopton-Jones, Sims & Freeman PLLP
                   Certified Public Accountants

                  CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in this
registration statement on Form S-8 of our report dated July 8, 1996,
which appears on Page 19 of the 1996 Annual Report to Stockholders
of Golden Enterprises, Inc., which is incorporated by reference, and
Golden Enterprises, Inc.'s Annual Report on Form 10-K for the year
ended May 31, 1996. We also consent to the incorporation by reference 
of all reports on the financial statement schedules, which appears on
Page 28 of such Annual Report on Form 10-K.


                        /s/ Dudley, Hopton-Jones, Sims & Freeman LLP
                        DUDLEY, HOPTON-JONES, SIMS & FREEMAN LLP

Suite 300 - Twenty-One Office
            Plaza Building
2101 Magnolia Avenue South
Birmingham, Alabama 35205
April 8, 1997


                          EXHIBIT 5

                    GOLDEN ENTERPRISES, INC.

                    1996 Long Term Incentive Plan

     Section 1.  PURPOSE OF THE PLAN; DEFINITIONS.  The
purpose of the Golden Enterprises, Inc. 1996 Long Term Incentive
Plan (the "Plan") is to further the growth in earnings and market
appreciation of Golden Enterprises, Inc. (the "Corporation"). The
Plan provides long-term incentives to those officers and key
employees of the Corporation or its subsidiaries who make substantial 
contributions to the Corporation through their ability,
loyalty, industry and invention. The Corporation intends that the
Plan will thereby facilitate securing, retaining and motivating
officers and key employees of high caliber and good potential.

     For purposes of the Plan, the following terms shall be defined
as set forth below:

     (a)  "Board" means the Board of Directors of the Corporation.

     (b)  "Cause" means (i) a willful and material violation of
federal, state and/or local laws and regulations, (ii) dishonesty,
(iii) theft, (iv) fraud, (v) embezzlement, (vi) commission of a
felony or a crime involving moral turpitude, (vii) substantial
dependence or addiction to alcohol or any drug, (viii) conduct
disloyal to the Corporation or its affiliates, or (ix) willful
dereliction of duties or disregard of lawful instructions or
directions of the officers or directors of the Corporation or its
affiliates relating to a material matter.

     (c)  "Code" means the Internal Revenue Code of 1986, as
amended, or any successors thereto.

     (d)  "Committee" means the Stock Option Committee of the
Board.

     (e)  "Common Stock" means the common stock, par value $.66 2/3
per share, of the Corporation.

     (f)  "Corporation" means Golden Enterprises, Inc., a Delaware
corporation.

     (g)  "Disability" means total and permanent disability as
determined under the Corporation's long-term disability plan.

     (h)  "Disinterested Person" shall mean an individual who
qualifies as a "disinterested person" within the meaning set forth
in Rule 16b-3(d)(3) as promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of
1934, or any successor definition adopted by the Commission and who
qualifies as an "outside director" within the meaning set forth in
Section 162(m) of the Code and the regulations promulgated
thereunder, or any successor definition thereto.

     (i)  "Early Retirement" means retirement from active employ-
ment with the Corporation or its Subsidiary on or after the date on
which the participant reaches the age of 55 but before the date on
which the participant reaches the age of 65.

     (j)  "Fair Market Value" means, as of any given date, the
closing price of the Common Stock (or if no transactions were
reported on such date on the next preceding date on which transactions 
were reported) in the principal market in which such Common
Stock is traded on such date.

     (k)  "Incentive Stock Option" means any Stock Option intended
to be and designated as an "Incentive Stock Option" within the
meaning of Section 422 of the Code.

     (l)  "Non-Qualified Stock Option" means any Stock Option that
is not an Incentive Stock Option.

     (m)  "Normal Retirement" means retirement from active
employment with the Corporation or its Subsidiary on or after the
date on which the participant reaches the age of 65.

     (n)  "Performance Units" means an award granted to a participant 
pursuant to Section 9 hereof contingent upon achieving certain
performance targets.

     (o)  "Plan" means the Golden Enterprises, Inc. 1996 Long Term
Incentive Plan.

     (p)  "Restricted Stock" means an award of shares of Common
Stock granted to a participant pursuant to and subject to the
restrictions set forth in Section 10 hereof.

     (q)  "Stock Appreciation Rights" means a right granted under
Section 8 hereof, which entitles the holder to receive cash or
Common Stock in an amount equal to the excess of (a) the Fair
Market Value of a specified number of shares of Common Stock at the
time of exercise over (b) a specified price.

     (r)  "Stock Option" means any option to purchase shares of
Common Stock granted pursuant to Section 7 hereof.

     (s)  "Subsidiary" means any corporation in an unbroken chain
of corporations beginning with the Corporation if each of the
corporations (other than the last corporation in the unbroken
chain) owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the
other corporations in the chain.

     (t)  "Ten Percent Shareholder" means a person who owns (after
taking into account the attribution rules of Code Section 424(d))
more than ten percent (10%) of the total combined voting power of
all classes of stock of the Corporation.


     Section 2.  ADMINISTRATION.

     (a)  The Plan shall be administered by the Committee. The
Committee shall be appointed by the Board and shall consist of
three or more members of the Board who are Disinterested Persons.
No member of the Committee shall be eligible to receive awards
under the Plan while serving on the Committee, and no member of the
Committee shall have been eligible to receive awards for one year
prior to serving on the Committee. The Committee shall have full
and final authority in its discretion to interpret the provisions
of the Plan (and any agreements relating thereto) and to decide all
questions of fact arising in its application; to determine the
employees to whom awards shall be made under the Plan; to determine
the type of award to be made and the amount, size, terms and
conditions of each such award; to determine and establish addition-
al terms and conditions not inconsistent with the Plan for any
agreements entered into with participants in connection with the
Plan; to determine the time when awards will be granted and when
rights may be exercised, which may be after termination of
employment; to adopt, alter and repeal such administrative rules,
guidelines and practices governing the Plan as it shall, from time
to time, deem advisable; and to make all other determinations
necessary or advisable for the administration of the Plan.

     (b)  A majority of the Committee shall constitute a quorum,
and the action of a majority of members of the Committee present at
any meeting at which a quorum is present, or acts unanimously
adopted in writing without the holding of a meeting, shall be the
acts of the Committee. Any decision made, or action taken, by the
Committee arising out of or in connection with the interpretation
and administration of the Plan shall be final and conclusive;
provided, however, that any such decision made or action taken may
be reviewed by the Board, in which event the determination of the
Board shall be final and conclusive. This provision shall not be
construed to grant to any person any right to review by the Board
of any decision made or action taken by the Committee.

     (c)  Neither the Board, the Stock Option Committee, nor any
member of either shall be liable for any act, omission, inter-
pretation, construction or determination made in connection with
the Plan in good faith, and the members of the Board may be
entitled to indemnification and reimbursement by the Corporation in
respect of any claim, loss, damage or expense (including attorney's
fees) arising therefrom to the full extent permitted by law and
under any directors' and officers' liability insurance that may be
in effect from time to time, in all events as a majority of the
Board then in office may determine from time to time, as evidenced
by a written resolution thereof. In addition, no member of the
Board and no employee of the Corporation shall be liable for any
act or failure to act hereunder, by any other member or other
employee or by any agent to whom duties in connection with the
administration of this Plan have been delegated or for any act or
failure to act by such member or employee, in all events except in
circumstances involving such member's or employee's bad faith,
gross negligence, intentional fraud, or violation of a statute.


     Section 3.  PARTICIPANTS.  Persons eligible to participate
in the Plan shall be those officers and key employees of the
Corporation or its Subsidiaries who are in positions in which their
decisions, actions and counsel significantly impact the performance
of the Corporation or its Subsidiaries. Directors of the Corpora-
tion who are not otherwise salaried employees of the Corporation
shall not be eligible to participate in the Plan.


     Section 4.  AWARDS UNDER THE PLAN.  Awards by the Committee
under the Plan may be in the form of Incentive Stock Options, Non-
Qualified Stock Options, Stock Appreciation Rights, Performance
Units, Restricted Stock, supplemental cash payments and such other
forms as the Committee may in its discretion deem appropriate,
including any combination of the above. No fractional shares shall
be issued under the Plan, and the minimum value of any shares
issued under the Plan shall be the par value at the time of award.


     Section 5.  SHARES SUBJECT TO PLAN.

     (a)  The shares that may be issued under the Plan shall not
exceed in the aggregate 500,000 shares of Common Stock. Such shares
may be authorized and unissued shares or treasury shares. Except as
otherwise provided herein, any shares subject to an option or right
which for any reason expires or is terminated unexercised as to
such shares shall again be available under the Plan.

     (b)  The maximum number of shares subject to awards which may
be granted under the Plan to any individual in any one year is
100,000 (subject to appropriate adjustments to reflect changes in
the capitalization of the Corporation).

     (c)  In the event of any change in the outstanding Common
Stock of the Corporation by reason of a stock dividend or
distribution, recapitalization, merger, consolidation, split-up,
combination, exchange of shares or otherwise, the Committee shall
adjust the number of shares of Common Stock which may be issued
under the Plan and the Committee shall provide for an equitable
adjustment of any shares issuable pursuant to awards outstanding
under the Plan.


     Section 6.  EFFECTIVE DATE.  The effective date of this Plan
shall be the date it is adopted by the Board, provided that the
stockholders of the Corporation shall approve this Plan in
accordance with Rule 16b-3 of the Securities Exchange Act of 1934
and, to the extent this Plan provides for the issuance of Incentive
Stock Options, the stockholders of the Corporation shall approve
those portions of this Plan related to the granting of Incentive
Stock Options within twelve (12) months after the date of adoption.
If any awards are granted under the Plan before the date of such
stockholder approval, such awards automatically shall be granted
subject to such approval.


     Section 7.  STOCK OPTIONS.  Stock Options may be granted
either alone or in addition to other awards granted under the Plan.
Any Stock Option granted under the Plan shall be in such form as
the Committee may from time to time approve, and the provisions of
Stock Option awards need not be the same with respect to each
optionee. Each Stock Option shall be evidenced by a written option
agreement that shall specify, among other things, the type of Stock
Option granted, the option price, the duration of the Stock Option,
the number of shares of Common Stock to which the Stock Option
pertains, and the schedule on which such Stock Options become
exercisable.

     The Stock Options granted under the Plan may be of two types:
(i) Incentive Stock Options and (ii) Non-Qualified Stock Options.

     The Committee shall have the authority to grant any optionee
Incentive Stock Options, Non-Qualified Stock Options, or both types
of Stock Options (in each case with or without Stock Appreciation
Rights). To the extent that any Stock Option does not qualify as an
Incentive Stock Option, it shall constitute a separate Non-
Qualified Stock Option.

     Anything in the Plan to the contrary notwithstanding, no term
of the Plan relating to Incentive Stock Options shall be
interpreted, amended or altered, nor shall any discretion or
authority granted under the Plan be so exercised, so as to
disqualify either the Plan or any Incentive Stock Option under
Section 422 of the Code. Notwithstanding the foregoing, in the
event an optionee voluntarily disqualifies a Stock Option as an
Incentive Stock Option within the meaning of Section 422 of the
Code, the Committee may, but shall not be obligated to, make such
additional grants, awards or bonuses as the Committee shall deem
appropriate, to reflect the tax savings to the Corporation which
result from such disqualification.

     Stock Options granted under the Plan shall be subject to the
following terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the terms of the Plan,
as the Committee shall deem desirable:

     (a)  Option Price.  The option price per share of Common Stock
purchasable under a Stock Option shall be determined by the
Committee at the time of grant but shall be not less than the Fair
Market Value of the Common Stock on the date of the grant of the
Stock Option; provided, however, if the Stock Option is an
Incentive Stock Option granted to a Ten Percent Shareholder, the
option price for each share of Common Stock subject to such
Incentive Stock Option shall be no less than one hundred ten
percent (110%) of the Fair Market Value of a share of Common Stock
on the date such Incentive Stock Option is granted.

     (b)  Option Term.  The term of each Stock Option shall be
fixed by the Committee, but no Stock Option shall be exercisable
more than ten (10) years after the date such Stock Option is
granted.

     (c)  Exercisability.  Subject to Section 7(j) hereof with
respect to Incentive Stock Options, Stock Options shall be
exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee at grant. If the
Committee provides, in its discretion, that any Stock Option is
exercisable only in installments, the Committee may waive such
installment exercise provisions at any time, in whole or in part,
based on performance and/or such other factors as the Committee may
determine in its sole discretion.

     (d)  Method of Exercise.  Stock Options may be exercised in
whole or in part at any time during the option period, by giving
written notice of exercise to the Corporation specifying the number
of shares to be purchased, accompanied by payment in full of the
purchase price, in cash, by check or such other instrument as may
be acceptable to the Committee. As determined by the Committee, in
its sole discretion, at or after grant, payment in full or in part
may also be made in the form of unrestricted Common Stock owned by
the optionee (based on the Fair Market Value of the Common Stock on
the date the option is exercised, as determined by the Committee).
No shares of Common Stock resulting from the exercise of a Stock
Option shall be issued until full payment therefor has been made.
An optionee shall have the rights to dividends or other rights of
a stockholder with respect to shares subject to the Stock Option
when the optionee has given written notice of exercise and has paid
in full for such shares.

     (e)  Non-transferability of Options.  Except as otherwise set
forth in this Section 7(e), no Stock Option shall be transferable
by the optionee otherwise than by will or by the laws of descent
and distribution, and all Stock Options shall be exercisable,
during the optionee's lifetime, only by the optionee. For purposes
of paragraphs (f), (g), (h) and (j) of this Section 7, a
transferred option may be exercised by the transferee only to the
extent that the optionee would have been entitled had the option
not been transferred.

     (f)  Termination by Death.  Unless otherwise determined by the
Committee at grant, if any optionee's employment with the
Corporation or any Subsidiary terminates by reason of death, the
Stock Option may thereafter be immediately exercised, to the extent
then exercisable (or on such accelerated basis as the Committee
shall determine at or after grant), by the legal representative of
the estate or by the legatee of the optionee under the will of the
optionee, for a period of three (3) years from the date of such
death or until the expiration of the stated term of such Stock
Option, whichever period is the shorter. In the event of
termination of employment by reason of death, if an Incentive Stock
Option is exercised after the expiration of the exercise periods
that apply for purposes of Section 422 of the Code, such Stock
Option will thereafter be treated as a Non-Qualified Stock Option.

     (g)  Termination by Reason of Disability.  Unless otherwise
determined by the Committee at grant, if any optionee's employment
with the Corporation or any Subsidiary terminates by reason of
Disability, any Stock Option held by such optionee may thereafter
be exercised, to the extent it was exercisable at the time of
termination due to Disability (or on such accelerated basis as the
Committee shall determine at or after grant), but may not be
exercised after three (3) years from the date of such termination
of employment or the expiration of the stated term of such Stock
Option, whichever period is the shorter; provided, however, that,
if the optionee dies within such three year period, any unexercised
Stock Option held by such optionee shall thereafter be exercisable
to the extent to which it was exercisable at the time of death for
a period of twelve (12) months from the date of such death or for
the stated term of such Stock Option, whichever period is the
shorter. In the event of termination of employment by reason of
Disability, if an Incentive Stock Option is exercised after the
expiration of the exercise periods that apply for purposes of
Section 422 of the Code, such Stock Option will thereafter be
treated as a Non-Qualified Stock Option.

     (h)  Termination by Reason of Retirement.  Unless otherwise
determined by the Committee at grant, if an optionee's employment
with the Corporation or any Subsidiary terminates by reason of
Normal Retirement or Early Retirement (with Committee consent),
under a formal plan or policy of the Corporation, any Stock Option
held by such optionee shall expire upon the earlier of (i) the
expiration date set forth in the Stock Option agreement to which
such Stock Option is subject, or (ii) three (3) years from the date
of such Normal or Early Retirement. An optionee shall not be deemed
to have retired during any leave of absence of the optionee
authorized by the Corporation or any Subsidiary under its standard
personnel practices. In the event of termination of employment by
reason of Retirement, if an Incentive Stock Option is exercised
after the exercise periods that apply for purposes of Section 422
of the Code, such Stock Option will thereafter be treated as a Non-
Qualified Stock Option.

     (i)  Termination for Other Reasons.  Except as provided in
7(f), (g) and (h), or except as otherwise determined by the
Committee, all Stock Options shall terminate upon the termination
of the optionee's employment.

     (j)  Limit on Value of Incentive Stock Option First
Exercisable Annually.  The aggregate Fair Market Value (determined
at the time of grant) of the Common Stock for which Incentive Stock
Options are exercisable for the first time by an optionee during
any calendar year under the Plan (and/or any other stock option
plans of the Corporation or any Subsidiary) shall not exceed
$100,000.


     Section 8.  STOCK APPRECIATION RIGHTS.  Stock Appreciation
Rights shall be evidenced by Stock Appreciation Rights agreements
in such form not inconsistent with the Plan as the Committee shall
approve from time to time, which agreements shall contain in
substance the following terms and conditions:

     (a)  Award.  A Stock Appreciation Right shall entitle the
grantee to receive upon exercise the excess of (a) the Fair Market
Value of a specified number of shares of Common Stock at the time
of exercise over (b) a specified price which shall not be less than
one hundred percent (100%) of the Fair Market Value of the Common
Stock at the time the Stock Appreciation Right was granted, or, if
granted in connection with a previously issued Stock Option, not
less than 100% of the Fair Market Value of the Common Stock at the
time such option was granted. A Stock Appreciation Right may be
granted in connection with all or any portion of a previously or
contemporaneously granted Stock Option (including, in addition to
options granted under the Plan, options granted under other plans
of the Corporation), or not in connection with a Stock Option.

     (b)  Term.  Stock Appreciation Rights shall be granted for a
period of not more than ten (10) years, and shall be exercisable in
whole or in part at such time or times and subject to such other
terms and conditions as shall be prescribed by the Committee at the
time of grant.

     (c)  Payment.  Upon exercise of a Stock Appreciation Right,
payment shall be made in the form of Common Stock (at the Fair
Market Value on the date of exercise), in cash, or in a combination
thereof, as the Committee may determine.

     (d)  Effect on Shares.  The exercise of a Stock Appreciation
Right, where payment is made in the form of Common Stock, shall be
treated as the issuance of Common Stock for purposes of calculating
the maximum number of shares which have been issued under the Plan.

     (e)  Stock Appreciation Right Granted with Incentive Stock
Option.  A Stock Appreciation Right granted in connection with an
Incentive Stock Option may be exercised only if and when the Fair
Market Value of the Common Stock subject to the Incentive Stock
Option exceeds the exercise price of such Stock Option.

     (f)  Termination of Stock Appreciation Rights.  An employee
who voluntarily terminates employment or whose employment is
terminated involuntarily for Cause will forfeit all Stock
Appreciation Rights.


     Section 9.  PERFORMANCE UNITS.  Performance Units shall be
evidenced by performance unit agreements in such form not
inconsistent with the Plan as the Committee shall approve from time
to time. Such agreements shall contain in substance the following
terms and conditions:

     (a)  Performance Period.  The performance period for a Per-
formance Unit shall be established by the Committee and shall be
not more than ten (10) years.

     (b)  Valuation of Units.  A value for each Performance Unit
shall be established by the Committee, together with principal and
minimum performance targets to be achieved with respect to the
Performance Unit during the performance period. The participant
shall be entitled to receive one hundred percent (100%) of the
value of the Performance Unit if the principal target is achieved
during the performance period, but shall be entitled to receive
nothing for such Performance Unit if the minimum target is not
achieved during the performance period. The participant shall be
entitled to receive a stated portion of the value of the
Performance Unit for performance during the performance period
which meets or exceeds the minimum target but fails to meet the
principal target.

     (c)  Performance Targets.  The performance targets established
under the Plan shall relate to the performance of the Corporation
or any segment thereof (collectively referred to in this Section 9
as "Corporation's Performance") over the performance period, and
may be established in terms of growth in earnings or equity, ratio
of earnings to stockholders' equity or to total capital, or any
other performance standards as may be determined by the Committee.
Multiple targets may be used and may have the same or different
weighting, and they may relate to the Corporation's absolute
performance or the Corporation's performance as measured against
that of other companies, or any other standards as may be
determined by the Committee.

     (d)  Adjustments.  At any time prior to payment of the
Performance Units, the Committee may adjust previously established
performance targets and other terms and conditions, to reflect
major unforeseen events such as changes in laws, regulations or
accounting policies or procedures, mergers, acquisitions or
divestitures or extraordinary, unusual or nonrecurring items or
events.

     (e)  Payments of Performance Units.  Following the conclusion
of each performance period, the Committee shall determine the
extent to which performance targets have been attained for such
period as well as the other terms and conditions established by the
Committee. The Committee shall determine what, if any, payment is
due on the Performance Units and whether such payment shall be made
in cash, in Common Stock, or partially in cash and partially in
Common Stock. Any payments made in Common Stock shall be calculated
based on the Fair Market Value of the Common Stock. Payments shall
be made as promptly as practicable following the end of the
performance period unless deferred subject to such terms and
conditions as may be prescribed by the Committee.

     (f)  Termination by Death, Disability or Retirement.  Any
employee granted a Performance Unit pursuant to this Section 9,
who, by reason of death, Disability or Normal or Early Retirement,
terminates employment before the end of the performance period, may
be entitled to receive a portion of any earned Performance Unit.
The Committee, in its discretion, will determine the amount, if
any, of the Performance Unit earned and the time at which payment
will be made.

     (g)  Other Termination.  An employee who voluntarily
terminates employment or whose employment is terminated
involuntarily for Cause will forfeit all rights under the
Performance Unit.

     (h)  Section 162(m) Provisions.  Notwithstanding any other
provision of the Plan to the contrary, performance targets
established by the Committee for the top five most highly
compensated officers of the Corporation shall be pre-established
objective performance goals within the meaning of Section 162(m) of
the Code and treasury regulations promulgated thereunder.
Furthermore, and notwithstanding any other provision of the Plan to
the contrary, once the Committee has established one or more
performance targets with respect to a Performance Unit granted to
one of the top five most highly compensated officers of the
Corporation, the Committee shall have no discretion to waive or
alter the targets after the earlier of (i) the expiration of
twenty-five percent (25%) of the performance period or (ii) the
date on which the outcome under the targets is substantially
certain.


     Section 10.  RESTRICTED STOCK AWARDS.

     (a)  Administration.  Shares of Restricted Stock may be issued
either alone or in addition to other awards granted under the Plan.
The Committee shall determine the officers and key employees of the
Corporation and its Subsidiaries to whom, and the time or times at
which, grants of Restricted Stock will be made, the number of
shares to be awarded, the price, if any, to be paid by the
recipient of Restricted Stock (subject to Section 10(b) hereof),
the time or times within which such awards may be subject to
forfeiture, and all other conditions of the awards. The Committee
may also condition the grant of Restricted Stock upon the
attainment of specified performance goals, or such other criteria
as the Committee may determine, in its sole discretion. The
provisions of Restricted Stock awards need not be the same with
respect to each recipient.

     (b)  Awards and Certificates.  The prospective recipient of an
award of shares of Restricted Stock shall not have any rights with
respect to such award, unless and until such recipient has executed
an agreement evidencing the award (a "Restricted Stock Award
Agreement") and has delivered a fully executed copy thereof to the
Corporation, and has otherwise complied with the then applicable
terms and conditions.

          (i)   Awards of Restricted Stock must be accepted within
     a period of ninety (90) days (or such shorter period as the
     Committee may specify) after the award date by executing a
     Restricted Stock Award Agreement and paying whatever price, if
     any, is required.

          (ii)  A stock certificate in respect of shares of
     Restricted Stock shall be issued in the name of each
     participant who is awarded Restricted Stock. Such certificate
     shall be registered in the name of the participant, and shall
     bear an appropriate legend referring to the terms, conditions,
     and restrictions applicable to such award, substantially in
     the following form:

               "The transferability of this certificate
          and the shares of stock represented hereby are
          subject to the terms and conditions (including
          forfeiture) of the Golden Enterprises, Inc.
          1996 Long Term Incentive Plan and a Restricted
          Stock Award Agreement entered into between the
          registered owner and the Corporation. Copies
          of such Plan and Agreement are on file in the
          offices of the Corporation, 2101 Magnolia
          Avenue South, Suite 212, Birmingham, Alabama
          35205."

          (iii) The Committee shall require that the stock
     certificates evidencing such shares be held in custody by the
     Corporation until the restrictions thereon shall have lapsed,
     and that, as a condition of any Restricted Stock award, the
     participant shall have delivered a stock power, endorsed in
     blank, relating to the Common Stock covered by such award.

     (c)  Restrictions and Conditions.  The shares of Restricted
Stock awarded pursuant to this Section 10 shall be subject to the
following restrictions and conditions:

          (i)   Subject to the provisions of this Plan and the
     Restricted Stock Award Agreements, during such period as may
     be set by the Committee commencing on the grant date (the
     "Restriction Period"), the participant shall not be permitted
     to sell, transfer, pledge or assign shares of Restricted Stock
     awarded under the Plan. Within these limits, the Committee
     may, in its sole discretion, provide for the lapse of such
     restrictions in installments and may accelerate or waive such
     restrictions in whole or in part based on performance and/or
     such other factors as the Committee may determine, in its sole
     discretion.

          (ii)  Except as provided in paragraph (c)(i) of this
     Section 10, the participant shall have, with respect to the
     shares of Restricted Stock, all of the rights of a stockholder
     of the Corporation, including the right to vote and to receive
     any dividends. Dividends paid in stock of the Corporation or
     stock received in connection with a stock split with respect
     to Restricted Stock shall be subject to the same restrictions
     as on such Restricted Stock. Certificates for shares of
     unrestricted Stock shall be delivered to the participant
     promptly after, and only after, the period of forfeiture shall
     expire without forfeiture in respect of such shares of
     Restricted Stock.

          (iii) Subject to the provisions of the Restricted Stock
     Award Agreement and this Section 10, upon termination of
     employment for any reason during the Restriction Period, all
     shares still subject to restriction shall be forfeited by the
     participant; provided, however, that the participant shall be
     entitled to retain the shares of Restricted Stock which have
     been paid for by the participant.

          (iv)  In the event of death or Disability or in the event
     that a participant's employment is terminated as the result of
     special hardship circumstances (other than for Cause), the
     Committee may, in its sole discretion, waive in whole or in
     part any or all remaining restrictions with respect to such
     participant's shares of Restricted Stock.


     Section 11.  SUPPLEMENTAL CASH PAYMENTS.  Subject to the
Committee's discretion, Stock Options, Stock Appreciation Rights,
Performance Units, or Restricted Stock agreements may provide for
the payment by the Corporation of a supplemental cash payment after
the exercise of a Stock Option or Stock Appreciation Right, at the
time of payment of a Performance Unit or at the end of the
restriction period of a Restricted Stock award. Supplemental cash
payments shall be subject to such terms and conditions as shall be
provided by the Committee at the time of grant, provided that in no
event shall the amount of each payment exceed:

     (a)  In the case of a Stock Option, the excess of the Fair
Market Value of a share of Common Stock on the date of exercise
over the option price, multiplied by the number of shares for which
such option is exercised, or

     (b)  In the case of a Stock Appreciation Right, Performance
Unit or Restricted Stock award, the value of the shares and other
consideration issued in payment of such award.


     Section 12.  SALE OR MERGER OF CHANGE IN CONTROL.  In
the case of a merger or consolidation in which the Corporation is
not the surviving corporation, or a sale of all or substantially
all of the business or property of the Corporation, or liquidation
or dissolution of the Corporation, or in the event of a tender
offer or any other change involving a threatened change in control
of the Corporation which, in the opinion of the Committee, could
deprive the holders of the benefits intended to be conferred by
awards hereunder, the Committee may, in anticipation of any such
transaction or event, either at the time of grant or thereafter,
make such adjustments in the terms and conditions of outstanding
awards, as the Committee in its sole discretion determines are
equitably warranted under the circumstances including, without
limitation, (i) acceleration of exercise terms, or (ii)
acceleration of the lapse of restrictions and/or performance
objectives or other terms.


     Section 13.  GENERAL PROVISIONS.

     (a)  Governmental or Other Regulations.  Each award under the
Plan shall be subject to the requirement that, if at any time the
Committee shall determine that (a) the listing, registration or
qualification of the shares of Common Stock subject or related
thereto upon any securities exchange or under any state or federal
law, or (b) the consent or approval of any government regulatory
authority, or (c) an agreement by the recipient of an award with
respect to the disposition of shares of Common Stock, is necessary
or desirable as a condition of, or in connection with, the granting
of such award or the issue or purchase of shares of Common Stock
thereunder, such award may not be consummated in whole or in part
unless such listing, registration, qualification, consent, approval
or agreement shall have been effected or obtained free of any
conditions not acceptable to the Committee. A participant shall
agree, as a condition of receiving any award under the Plan, to
execute any documents, make any representations, agree to
restrictions on stock transferability and take any actions which in
the opinion of legal counsel to the Corporation is required by any
applicable law, ruling or regulation.

     (b)  Rights of a Stockholder.  The recipient of any award
under the Plan, unless otherwise provided by the Plan, shall have
no rights as a stockholder with respect thereto unless and until
certificates for shares of Common Stock are issued to the
recipient.

     (c)  No Additional Rights.  Nothing set forth in this Plan
shall prevent the Board from adopting other or additional
compensation arrangements, subject to stockholder approval if such
approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases. Nothing in the
Plan or in any agreement entered into pursuant to the Plan shall
confer upon any participant the right to continue in the employment
of the Corporation or its Subsidiaries, or affect any right which
the Corporation or such Subsidiaries may have to terminate the
employment of the participant.

     (d)  Withholding.  Whenever the Corporation proposes or is
required to issue or transfer shares of Common Stock under the
Plan, the Corporation shall have the right to require the recipient
to remit to the Corporation or provide indemnification satisfactory
to the Corporation for, an amount sufficient to satisfy any
federal, state or local withholding tax requirements prior to the
issuance or delivery of any certificate or certificates for such
shares. Whenever payments are to be made in cash, such payments
shall be net of an amount sufficient to satisfy any federal, state
or local withholding tax requirements.

     (e)  Non-Assignability.  No award under the Plan shall be
assignable or transferable by the participant except by will or by
the laws of descent and distribution. During the life of a
participant, such award shall be exercisable only by the
participant or by the participant's guardian or legal
representative.

     (f)  Unfunded Status of Plan.  The Plan is intended to con-
stitute an "unfunded" plan for incentive and deferred compensation.
With respect to any payments not yet made to a participant or
optionee by the Corporation, nothing set forth herein shall give
any such participant or optionee any rights that are greater than
those of a general creditor of the Corporation. In its sole
discretion, the Committee may authorize the creation of trusts or
other arrangements to meet the obligations created under the Plan
to deliver Common Stock or payments in lieu of or with respect to
awards hereunder; provided, however, that the existence of such
trusts or other arrangements is consistent with the unfunded status
of the Plan.

     (g)  Non-Uniform Determination.  The Committee's determi-
nations under the Plan (including, without limitation,
determinations of the persons to receive awards, the form, amount
and timing of such awards, the terms and provisions of awards and
the agreements evidencing the awards, and the establishment of
values and performance targets) need not be uniform and may be made
by it selectively among persons who receive, or are eligible to
receive, awards under the Plan, whether or not such persons are
similarly situated. Notwithstanding anything contained in the Plan,
the Corporation may make loans to participants in connection with
awards under the Plan or otherwise.

     (h)  Amendment or Termination.  The Board may amend, modify,
suspend or terminate the Plan at any time; provided, however, that
without stockholder approvals the Board may not increase the
maximum number of shares which may be issued under the Plan (except
increases pursuant to Section 5(c) hereof), change the class of
employees eligible to receive awards, extend the period during
which any award may be exercised, extend the term of the Plan or
change the minimum option price. The termination or any
modification, suspension or amendment of the Plan shall not,
without the consent of a participant, adversely affect the
participant's rights under an award previously granted. The
Committee may amend the terms of any award or option theretofore
granted, prospectively or retroactively, but no such amendment
shall impair the rights of any holder without his consent. The
Committee may also substitute new Stock Options for previously
granted Stock Options including options granted under other plans
applicable to the participant and previously granted Stock Options
having higher option prices.

     (i)  Use of Proceeds.  The proceeds received by the
Corporation from the sale of Common Stock pursuant to the sale or
exercise of awards under the Plan shall be added to the
Corporation's general funds and used for general corporate
purposes.

     (j)  Section 16.  It is intended that the Plan and any grants
made to a person subject to Section 16 of the Securities Exchange
Act of 1934 meet all of the requirements of Rule 16b-3 thereunder.
If any provision of the Plan or any award hereunder would
disqualify the Plan or such award, or would otherwise not comply
with Rule 16b-3, such provision or award shall be construed or
deemed amended to conform to Rule 16b-3.

     (k)  No Restriction on Right of Company to Effect Corporate
Changes.  Nothing in the Plan shall affect the right or power of
the Corporation or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in
the Corporation's capital structure or its business, or any merger
or consolidation of the Corporation, or any issue of stock or of
options, warrants or rights to purchase stock or of bonds,
debentures, preferred or prior preference stocks whose rights are
superior to or affect the Common Stock or the rights thereof or
which are convertible into or exchangeable for Common Stock, or the
dissolution or liquidation of the Corporation, or any sale or
transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or
otherwise.

     (l)  Construction of Plan.  The validity, interpretation, and
administration of the Plan and of any rules, regulations,
determinations, or decisions made thereunder, and the rights of any
and all persons having or claiming to have any interest therein or
thereunder, shall be determined exclusively in accordance with the
laws of the State of Alabama.

     (m)  Duration of the Plan.  The Plan shall remain in effect
until all awards under the Plan have been satisfied by the issuance
of shares or the payment of cash, but no award shall be granted
more than ten (10) years after the effective date hereof.
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{"company-data": {"conformed-name": "GOLDEN ENTERPRISES INC", "cik": "0000042228", "assigned-sic": "2090", "irs-number": "630250005", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24985", "film-number": "97578710"}, "business-address": {"street1": "2101 MAGNOLIA AVE STE 212", "street2": "SOUTH", "city": "BIRMINGHAM", "state": "AL", "zip": "35205", "phone": "2053266101"}, "mail-address": {"street1": "2101 MAGNOLIA AVE SOUTH", "street2": "STE 212", "city": "BIRMINGHAM", "state": "AL", "zip": "35205"}, "former-company": [{"former-conformed-name": "GOLDEN FLAKE INC", "date-changed": "19761019"}, {"former-conformed-name": "MAGIC CITY FOOD PRODUCTS INC", "date-changed": "19700805"}]}
As filed with the Securities and Exchange Commission
                        on April 8, 1997

                       Registration No. __

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                       

                            FORM S-8

                     REGISTRATION STATEMENT
                              under
                   THE SECURITIES ACT OF 1933
                                       

                    GOLDEN ENTERPRISES, INC.
                                       

        Delaware                                      63-0250005
     (State or Other                                (IRS Employer
     Jurisdiction of                              Identification No.)
      Incorporation)

                                       

2101 Magnolia Avenue South
Suite 212
Birmingham, Alabama  35205

                                       

     GOLDEN ENTERPRISES, INC. 1996 LONG TERM INCENTIVE PLAN
                                       

                          John S. Stein
                     Chief Executive Officer
                    Golden Enterprises, Inc.
                     One Golden Flake Drive
                   Birmingham, Alabama  35233
                         (205) 323-6161

                                       
                 CALCULATION OF REGISTRATION FEE
Title of Secur-                             Proposed Maximum       Proposed Maximum       Amount of
ities to be              Amount to be       Offering Price         Aggregate Offer-       Registration
registered               Registered         Per Share (1)          ing Price (1)          Fee
Class A Common           500,000            $7.6875                $3,843,750.00          $1,164.77
Stock, par value         shares
$.66 2/3 per share     
(the "Class A
Common Stock")
(1)   Computed on the basis of the price at which stock of the same class was 
      sold on September 27, 1996, pursuant to Rule 457(h) of the Securities 
      Act of 1933, as amended, solely for the purpose of calculating the 
      amount of registration fee.
AVAILABLE INFORMATION

     Golden Enterprises, Inc. (the "Company" or the "Registrant"),
is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission").  Such reports, proxy statements and other
information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained
by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room
1024, Washington, D.C.  20549 and at its regional offices at
Citicorp Center, 300 West Madison Street, Chicago, Illinois  60661,
and Seven World Trade Center, New York, New York 10048.  Copies of
such material can be obtained at prescribed rates from the Public
Reference Section of the Commission, Room 1024, 450 Fifth Street,
N.W., Washington, D.C.  20549.  The Company's Class A Common Stock
is traded in the over-the-counter market under the "NASDAQ" symbol,
GLDC and transactions are reported through the National Association
of Securities Dealers Automated Quantation (NASDAQ) National Market
System and copies of reports, proxy statements and other
information concerning the Company can be inspected at 2101
Magnolia Avenue South, Suite 212, Birmingham, Alabama  35205.  In
addition, certain of such materials are also available through the
Commission's Electronic Data Gathering and Retrieval System
("EDGAR").

  PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1(b).  Securities to be Offered.

     The Company hereby registers 500,000 shares of the Company's
Class A Common Stock, par value $.66 2/3 per share (the "Class A
Common Stock"), in connection with the implementation of the Golden
Enterprises, Inc. 1996 Long Term Incentive Plan (the "Plan").  The
Plan was approved by the Company's stockholders at the Company's
Annual Meeting of Stockholders on September 27, 1996.

   PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The Company's Annual Report on Form 10-K for the year ended
May 31, 1996 filed by the Company with the Commission is
incorporated in this Registration Statement by reference.  All
other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of such fiscal year are
also incorporated in this Registration Statement by reference.  In
addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from
the date of filing of such documents.

     Any statement contained in any document incorporated, or
deemed to be incorporated, by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modified or supersedes such
statement.  Except as so modified or superseded, such statement
shall not be deemed to constitute a part of this Registration
Statement.

Item 4.  Description of Securities.

     The Company's authorized capital stock consists of 35,000,000
shares of Class A Common Stock, of which 12,205,950 shares were
issued and outstanding as of March 31, 1997.

Item 5.  Interests of Named Experts and Counsel.

     John P. McKleroy, Jr., who is a Director of the Company, is a
partner of Spain and Gillon, L.L.C., a law firm which has performed
and continues to perform significant legal services for the
Company.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law in the State of
Delaware:  (i) gives Delaware corporations broad powers to
indemnify the present and former directors and officers and those
of affiliated corporations against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with threatened, pending or
completed actions, suits or proceedings to which they are parties
or are threatened to be made parties by reason of being or having
been such directors or officers, subject to specified conditions
and exclusions; (ii) gives a director or officers a corporation to
buy directors and officers liability insurance.  Such
indemnification is not exclusive of any other rights to which those
indemnified may be entitled under any bylaw, agreement, vote of
stockholders or otherwise.

     Article 13 of Golden Enterprises' By-Laws requires Golden
Enterprises to indemnify its directors and officers to the maximum
extent permitted by the general corporation law of the State of
Delaware.  Article 12 of Golden Enterprises' Certificate of
Incorporation also provides that Golden Enterprises may indemnify
and advance expenses to its directors, officers, employees or
agents to the fullest extent permitted by applicable law. 
Additionally, Golden Enterprises has entered into Indemnification
Agreements with its Directors which provide that Golden Enterprises
will indemnify its Directors to the fullest extent allowed by
applicable law.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1993 may be permitted to directors, officers or
persons controlling Golden Enterprises pursuant to the foregoing
provisions, Golden Enterprises has been informed that, in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in such Act
and therefore unenforceable.

     Golden Enterprises maintains insurance policies insuring its
directors and officers against certain losses incurred by them as
a result of claims based upon their actions or statements
(including omissions to act or to make statements) as directors and
officers.  The aggregate amount payable for individual directors
and officers under such policies in any policy year is limited to
$5,000,000.  After certain deductibles, Golden Enterprises is
entitled to reimbursement of up to $5,000,000 under such policies
in connection with its indemnification of directors and officers.

     Golden Enterprises also maintains an insurance policy insuring
those individuals who are fiduciaries, as defined by the Employee
Retirement Income Security Act of 1974, under certain Employee
Benefit Plans of Golden Enterprises and its subsidiaries against
certain losses incurred by them as a result of claims based on
their responsibilities, obligations and duties under such Act. 
This fiduciary policy isan annual aggregate limit of $5,000,000. 
Section 102(b)(7) of the general corporation law of the State of
Delaware permits a Delaware corporation to include in its
Certificate of Incorporation a provision eliminating the potential
monetary liability of a director to the corporation or its
stockholders for breach of fiduciary duty as a director, provided
that such provision shall not eliminate the liability of a director
(i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for improper payment of dividends, or (iv)
for any transaction from which the director receives an improper
personal benefit.  Golden Enterprises' Certificate of Incorporation
includes such provision in Article 12 thereof.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     See Exhibit Index.

Item 9.  Undertakings.

(a)  Rule 415 offerings.

     The undersigned registrant hereby undertakes:

     (1)   To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:

               (i)    To include any prospectus required by Section
10(a)(3) of the Securities Act;

               (ii)   To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in this Registration Statement;

               (iii)  To include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;

     Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the
registration statement.

     (2)  That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b)  Filings incorporating subsequent Exchange Act documents by
     reference.

     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrants annual report pursuant to Section
13(a) or Section 15(d) of the Exchange, Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c)  Filing of Registration Statement on Form S-8.

     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by or for such officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.

                           SIGNATURES

     Pursuant to the requirements of the Securities Act the Company
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Birmingham, State of Alabama, on April 3, 1997.

                               GOLDEN ENTERPRISES, INC.

                               By:     /s/ John S. Stein
                               Name:   John S. Stein
                               Title:  Chairman of the Board and
                                       Chief Executive Officer

     Pursuant to the requirements of the Securities Act this
Registration Statement and power of attorney have been signed by
the following persons in the capacities and on the dates indicated.

     By his signature, each of the following persons authorizes
John S. Stein and John H. Shannon, or any of them, with full power
of substitution, to execute in his name and on his behalf, and to
file any amendments (including, without limitation, post-effective
amendments) to this Registration Statement necessary or advisable
in the opinion of any of them to enable the Company to comply with
the Securities Act, and any rules, regulations and requirements of
the Commission thereunder, in connection with the registration of
the additional securities which are the subject of this
Registration Statement.

April 8, 1997                      /s/ Joann F. Bashinsky
                                   JOANN F. BASHINSKY - Director

April 8, 1997                      /s/ D. Paul Jones, Jr.
                                   D. PAUL JONES, JR. - Director

April 8, 1997                      /s/ John P. McKleroy, Jr.
                                   JOHN P. MCKLEROY, JR. - Director

April 8, 1997                      /s/ J. Wallace Nall, Jr.
                                   J. WALLACE NALL, JR. - Director

April 8, 1997                      /s/ Edward R. Pascoe
                                   EDWARD R. PASCOE - Director

April 8, 1997                      /s/ F. Wayne Pate
                                   F. WAYNE PATE - Director

April 8, 1997                      /s/ James I. Rotenstreich
                                   JAMES I. ROTENSTREICH - Director

April 8, 1997                      /s/ John S. P. Samford
                                   JOHN S. P. SAMFORD - Director

April 8, 1997                      /s/ John S. Stein
                                   JOHN S. STEIN - Director

                          EXHIBIT INDEX

                                                             Sequentially
Exhibit Number                Exhibit                        Numbered Page

     1             Opinion of Spain and Gillon,                    13
                   L.L.C. re legality of securities
                   being registered

     2             Consent of Dudley, Hopton-Jones,                15
                   Sims & Freeman PLLP

     3             Consent of Spain and Gillon,                    --
                   L.L.C. (included in Exhibit 1)

     4             Power of Attorney (included on                  --
                   signature pages of this Regis-
                   tration Statement)

     5             Golden Enterprises, Inc. 1996                   16
                   Long Term Incentive Plan

                            EXHIBIT 1

                      SPAIN & GILLON, L.L.C.
                       THE ZINSZER BUILDING
                     2117 SECOND AVENUE NORTH
                     BIRMINGHAM, ALABAMA 35203

                           205-328-4100

                          April 8, 1997

Golden Enterprises, Inc.
2101 Magnolia Avenue South
Suite 212
Birmingham, Alabama  35205

Ladies and Gentlemen:

     We have acted as counsel to Golden Enterprises, Inc., a
Delaware corporation (the "Company"), in connection with the filing
of the Company's registration statement on Form S-8 with the
Securities and Exchange Commission on or about April 8, 1997, (the
"Registration Statement") under the Securities Act of 1933, as
amended.  The Registration Statement is being filed in connection
with the Company's offering of 500,000 shares of Class A Common
Stock ($.66 2/3 par value per share)(the "Shares") pursuant to the
Company's 1996 Long Term Incentive Plan (the "Plan").

     We are familiar with the proceedings to date with respect to
such offering and have examined such records, documents and matters
of law and satisfied ourselves as to such matters of fact as we
have considered relevant for purposes of this opinion.

     For purposes of this opinion, we have assumed the authenticity
of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.  We have
also assumed the genuineness of the signatures of persons signing
all documents in connection with which this opinion is rendered,
the authority of such persons signing on behalf of the parties
thereto, and the due authorization, execution and delivery of all
documents by the parties thereto.

     We are of the opinion that when the Plan Shares shall have
been issued and sold on the terms contemplated by the Plan and the
Registration Statement shall have become effective, the Plan Shares
will be legally issued, fully paid and non-assessable.

     This opinion shall be limited to the laws of the State of
Alabama, the General Corporation Law of the State of Delaware and
the federal laws of the United States of America.

     We hereby consent to the use of this opinion as an exhibit to
the Registration Statement.

                                     Very truly yours,

                                     /s/ Spain & Gillon, L.L.C.
                                     SPAIN & GILLON, L.L.C.

                            EXHIBIT 2

             Dudley, Hopton-Jones, Sims & Freeman PLLP
                   Certified Public Accountants

                  CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in this
registration statement on Form S-8 of our report dated July 8, 1996,
which appears on Page 19 of the 1996 Annual Report to Stockholders
of Golden Enterprises, Inc., which is incorporated by reference, and
Golden Enterprises, Inc.'s Annual Report on Form 10-K for the year
ended May 31, 1996. We also consent to the incorporation by reference 
of all reports on the financial statement schedules, which appears on
Page 28 of such Annual Report on Form 10-K.

                        /s/ Dudley, Hopton-Jones, Sims & Freeman LLP
                        DUDLEY, HOPTON-JONES, SIMS & FREEMAN LLP

Suite 300 - Twenty-One Office
            Plaza Building
2101 Magnolia Avenue South
Birmingham, Alabama 35205
April 8, 1997

                          EXHIBIT 5

                    GOLDEN ENTERPRISES, INC.

                    1996 Long Term Incentive Plan

     Section 1.  PURPOSE OF THE PLAN; DEFINITIONS.  The
purpose of the Golden Enterprises, Inc. 1996 Long Term Incentive
Plan (the "Plan") is to further the growth in earnings and market
appreciation of Golden Enterprises, Inc. (the "Corporation"). The
Plan provides long-term incentives to those officers and key
employees of the Corporation or its subsidiaries who make substantial 
contributions to the Corporation through their ability,
loyalty, industry and invention. The Corporation intends that the
Plan will thereby facilitate securing, retaining and motivating
officers and key employees of high caliber and good potential.

     For purposes of the Plan, the following terms shall be defined
as set forth below:

     (a)  "Board" means the Board of Directors of the Corporation.

     (b)  "Cause" means (i) a willful and material violation of
federal, state and/or local laws and regulations, (ii) dishonesty,
(iii) theft, (iv) fraud, (v) embezzlement, (vi) commission of a
felony or a crime involving moral turpitude, (vii) substantial
dependence or addiction to alcohol or any drug, (viii) conduct
disloyal to the Corporation or its affiliates, or (ix) willful
dereliction of duties or disregard of lawful instructions or
directions of the officers or directors of the Corporation or its
affiliates relating to a material matter.

     (c)  "Code" means the Internal Revenue Code of 1986, as
amended, or any successors thereto.

     (d)  "Committee" means the Stock Option Committee of the
Board.

     (e)  "Common Stock" means the common stock, par value $.66 2/3
per share, of the Corporation.

     (f)  "Corporation" means Golden Enterprises, Inc., a Delaware
corporation.

     (g)  "Disability" means total and permanent disability as
determined under the Corporation's long-term disability plan.

     (h)  "Disinterested Person" shall mean an individual who
qualifies as a "disinterested person" within the meaning set forth
in Rule 16b-3(d)(3) as promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of
1934, or any successor definition adopted by the Commission and who
qualifies as an "outside director" within the meaning set forth in
Section 162(m) of the Code and the regulations promulgated
thereunder, or any successor definition thereto.

     (i)  "Early Retirement" means retirement from active employ-
ment with the Corporation or its Subsidiary on or after the date on
which the participant reaches the age of 55 but before the date on
which the participant reaches the age of 65.

     (j)  "Fair Market Value" means, as of any given date, the
closing price of the Common Stock (or if no transactions were
reported on such date on the next preceding date on which transactions 
were reported) in the principal market in which such Common
Stock is traded on such date.

     (k)  "Incentive Stock Option" means any Stock Option intended
to be and designated as an "Incentive Stock Option" within the
meaning of Section 422 of the Code.

     (l)  "Non-Qualified Stock Option" means any Stock Option that
is not an Incentive Stock Option.

     (m)  "Normal Retirement" means retirement from active
employment with the Corporation or its Subsidiary on or after the
date on which the participant reaches the age of 65.

     (n)  "Performance Units" means an award granted to a participant 
pursuant to Section 9 hereof contingent upon achieving certain
performance targets.

     (o)  "Plan" means the Golden Enterprises, Inc. 1996 Long Term
Incentive Plan.

     (p)  "Restricted Stock" means an award of shares of Common
Stock granted to a participant pursuant to and subject to the
restrictions set forth in Section 10 hereof.

     (q)  "Stock Appreciation Rights" means a right granted under
Section 8 hereof, which entitles the holder to receive cash or
Common Stock in an amount equal to the excess of (a) the Fair
Market Value of a specified number of shares of Common Stock at the
time of exercise over (b) a specified price.

     (r)  "Stock Option" means any option to purchase shares of
Common Stock granted pursuant to Section 7 hereof.

     (s)  "Subsidiary" means any corporation in an unbroken chain
of corporations beginning with the Corporation if each of the
corporations (other than the last corporation in the unbroken
chain) owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the
other corporations in the chain.

     (t)  "Ten Percent Shareholder" means a person who owns (after
taking into account the attribution rules of Code Section 424(d))
more than ten percent (10%) of the total combined voting power of
all classes of stock of the Corporation.

     Section 2.  ADMINISTRATION.

     (a)  The Plan shall be administered by the Committee. The
Committee shall be appointed by the Board and shall consist of
three or more members of the Board who are Disinterested Persons.
No member of the Committee shall be eligible to receive awards
under the Plan while serving on the Committee, and no member of the
Committee shall have been eligible to receive awards for one year
prior to serving on the Committee. The Committee shall have full
and final authority in its discretion to interpret the provisions
of the Plan (and any agreements relating thereto) and to decide all
questions of fact arising in its application; to determine the
employees to whom awards shall be made under the Plan; to determine
the type of award to be made and the amount, size, terms and
conditions of each such award; to determine and establish addition-
al terms and conditions not inconsistent with the Plan for any
agreements entered into with participants in connection with the
Plan; to determine the time when awards will be granted and when
rights may be exercised, which may be after termination of
employment; to adopt, alter and repeal such administrative rules,
guidelines and practices governing the Plan as it shall, from time
to time, deem advisable; and to make all other determinations
necessary or advisable for the administration of the Plan.

     (b)  A majority of the Committee shall constitute a quorum,
and the action of a majority of members of the Committee present at
any meeting at which a quorum is present, or acts unanimously
adopted in writing without the holding of a meeting, shall be the
acts of the Committee. Any decision made, or action taken, by the
Committee arising out of or in connection with the interpretation
and administration of the Plan shall be final and conclusive;
provided, however, that any such decision made or action taken may
be reviewed by the Board, in which event the determination of the
Board shall be final and conclusive. This provision shall not be
construed to grant to any person any right to review by the Board
of any decision made or action taken by the Committee.

     (c)  Neither the Board, the Stock Option Committee, nor any
member of either shall be liable for any act, omission, inter-
pretation, construction or determination made in connection with
the Plan in good faith, and the members of the Board may be
entitled to indemnification and reimbursement by the Corporation in
respect of any claim, loss, damage or expense (including attorney's
fees) arising therefrom to the full extent permitted by law and
under any directors' and officers' liability insurance that may be
in effect from time to time, in all events as a majority of the
Board then in office may determine from time to time, as evidenced
by a written resolution thereof. In addition, no member of the
Board and no employee of the Corporation shall be liable for any
act or failure to act hereunder, by any other member or other
employee or by any agent to whom duties in connection with the
administration of this Plan have been delegated or for any act or
failure to act by such member or employee, in all events except in
circumstances involving such member's or employee's bad faith,
gross negligence, intentional fraud, or violation of a statute.

     Section 3.  PARTICIPANTS.  Persons eligible to participate
in the Plan shall be those officers and key employees of the
Corporation or its Subsidiaries who are in positions in which their
decisions, actions and counsel significantly impact the performance
of the Corporation or its Subsidiaries. Directors of the Corpora-
tion who are not otherwise salaried employees of the Corporation
shall not be eligible to participate in the Plan.

     Section 4.  AWARDS UNDER THE PLAN.  Awards by the Committee
under the Plan may be in the form of Incentive Stock Options, Non-
Qualified Stock Options, Stock Appreciation Rights, Performance
Units, Restricted Stock, supplemental cash payments and such other
forms as the Committee may in its discretion deem appropriate,
including any combination of the above. No fractional shares shall
be issued under the Plan, and the minimum value of any shares
issued under the Plan shall be the par value at the time of award.

     Section 5.  SHARES SUBJECT TO PLAN.

     (a)  The shares that may be issued under the Plan shall not
exceed in the aggregate 500,000 shares of Common Stock. Such shares
may be authorized and unissued shares or treasury shares. Except as
otherwise provided herein, any shares subject to an option or right
which for any reason expires or is terminated unexercised as to
such shares shall again be available under the Plan.

     (b)  The maximum number of shares subject to awards which may
be granted under the Plan to any individual in any one year is
100,000 (subject to appropriate adjustments to reflect changes in
the capitalization of the Corporation).

     (c)  In the event of any change in the outstanding Common
Stock of the Corporation by reason of a stock dividend or
distribution, recapitalization, merger, consolidation, split-up,
combination, exchange of shares or otherwise, the Committee shall
adjust the number of shares of Common Stock which may be issued
under the Plan and the Committee shall provide for an equitable
adjustment of any shares issuable pursuant to awards outstanding
under the Plan.

     Section 6.  EFFECTIVE DATE.  The effective date of this Plan
shall be the date it is adopted by the Board, provided that the
stockholders of the Corporation shall approve this Plan in
accordance with Rule 16b-3 of the Securities Exchange Act of 1934
and, to the extent this Plan provides for the issuance of Incentive
Stock Options, the stockholders of the Corporation shall approve
those portions of this Plan related to the granting of Incentive
Stock Options within twelve (12) months after the date of adoption.
If any awards are granted under the Plan before the date of such
stockholder approval, such awards automatically shall be granted
subject to such approval.

     Section 7.  STOCK OPTIONS.  Stock Options may be granted
either alone or in addition to other awards granted under the Plan.
Any Stock Option granted under the Plan shall be in such form as
the Committee may from time to time approve, and the provisions of
Stock Option awards need not be the same with respect to each
optionee. Each Stock Option shall be evidenced by a written option
agreement that shall specify, among other things, the type of Stock
Option granted, the option price, the duration of the Stock Option,
the number of shares of Common Stock to which the Stock Option
pertains, and the schedule on which such Stock Options become
exercisable.

     The Stock Options granted under the Plan may be of two types:
(i) Incentive Stock Options and (ii) Non-Qualified Stock Options.

     The Committee shall have the authority to grant any optionee
Incentive Stock Options, Non-Qualified Stock Options, or both types
of Stock Options (in each case with or without Stock Appreciation
Rights). To the extent that any Stock Option does not qualify as an
Incentive Stock Option, it shall constitute a separate Non-
Qualified Stock Option.

     Anything in the Plan to the contrary notwithstanding, no term
of the Plan relating to Incentive Stock Options shall be
interpreted, amended or altered, nor shall any discretion or
authority granted under the Plan be so exercised, so as to
disqualify either the Plan or any Incentive Stock Option under
Section 422 of the Code. Notwithstanding the foregoing, in the
event an optionee voluntarily disqualifies a Stock Option as an
Incentive Stock Option within the meaning of Section 422 of the
Code, the Committee may, but shall not be obligated to, make such
additional grants, awards or bonuses as the Committee shall deem
appropriate, to reflect the tax savings to the Corporation which
result from such disqualification.

     Stock Options granted under the Plan shall be subject to the
following terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the terms of the Plan,
as the Committee shall deem desirable:

     (a)  Option Price.  The option price per share of Common Stock
purchasable under a Stock Option shall be determined by the
Committee at the time of grant but shall be not less than the Fair
Market Value of the Common Stock on the date of the grant of the
Stock Option; provided, however, if the Stock Option is an
Incentive Stock Option granted to a Ten Percent Shareholder, the
option price for each share of Common Stock subject to such
Incentive Stock Option shall be no less than one hundred ten
percent (110%) of the Fair Market Value of a share of Common Stock
on the date such Incentive Stock Option is granted.

     (b)  Option Term.  The term of each Stock Option shall be
fixed by the Committee, but no Stock Option shall be exercisable
more than ten (10) years after the date such Stock Option is
granted.

     (c)  Exercisability.  Subject to Section 7(j) hereof with
respect to Incentive Stock Options, Stock Options shall be
exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee at grant. If the
Committee provides, in its discretion, that any Stock Option is
exercisable only in installments, the Committee may waive such
installment exercise provisions at any time, in whole or in part,
based on performance and/or such other factors as the Committee may
determine in its sole discretion.

     (d)  Method of Exercise.  Stock Options may be exercised in
whole or in part at any time during the option period, by giving
written notice of exercise to the Corporation specifying the number
of shares to be purchased, accompanied by payment in full of the
purchase price, in cash, by check or such other instrument as may
be acceptable to the Committee. As determined by the Committee, in
its sole discretion, at or after grant, payment in full or in part
may also be made in the form of unrestricted Common Stock owned by
the optionee (based on the Fair Market Value of the Common Stock on
the date the option is exercised, as determined by the Committee).
No shares of Common Stock resulting from the exercise of a Stock
Option shall be issued until full payment therefor has been made.
An optionee shall have the rights to dividends or other rights of
a stockholder with respect to shares subject to the Stock Option
when the optionee has given written notice of exercise and has paid
in full for such shares.

     (e)  Non-transferability of Options.  Except as otherwise set
forth in this Section 7(e), no Stock Option shall be transferable
by the optionee otherwise than by will or by the laws of descent
and distribution, and all Stock Options shall be exercisable,
during the optionee's lifetime, only by the optionee. For purposes
of paragraphs (f), (g), (h) and (j) of this Section 7, a
transferred option may be exercised by the transferee only to the
extent that the optionee would have been entitled had the option
not been transferred.

     (f)  Termination by Death.  Unless otherwise determined by the
Committee at grant, if any optionee's employment with the
Corporation or any Subsidiary terminates by reason of death, the
Stock Option may thereafter be immediately exercised, to the extent
then exercisable (or on such accelerated basis as the Committee
shall determine at or after grant), by the legal representative of
the estate or by the legatee of the optionee under the will of the
optionee, for a period of three (3) years from the date of such
death or until the expiration of the stated term of such Stock
Option, whichever period is the shorter. In the event of
termination of employment by reason of death, if an Incentive Stock
Option is exercised after the expiration of the exercise periods
that apply for purposes of Section 422 of the Code, such Stock
Option will thereafter be treated as a Non-Qualified Stock Option.

     (g)  Termination by Reason of Disability.  Unless otherwise
determined by the Committee at grant, if any optionee's employment
with the Corporation or any Subsidiary terminates by reason of
Disability, any Stock Option held by such optionee may thereafter
be exercised, to the extent it was exercisable at the time of
termination due to Disability (or on such accelerated basis as the
Committee shall determine at or after grant), but may not be
exercised after three (3) years from the date of such termination
of employment or the expiration of the stated term of such Stock
Option, whichever period is the shorter; provided, however, that,
if the optionee dies within such three year period, any unexercised
Stock Option held by such optionee shall thereafter be exercisable
to the extent to which it was exercisable at the time of death for
a period of twelve (12) months from the date of such death or for
the stated term of such Stock Option, whichever period is the
shorter. In the event of termination of employment by reason of
Disability, if an Incentive Stock Option is exercised after the
expiration of the exercise periods that apply for purposes of
Section 422 of the Code, such Stock Option will thereafter be
treated as a Non-Qualified Stock Option.

     (h)  Termination by Reason of Retirement.  Unless otherwise
determined by the Committee at grant, if an optionee's employment
with the Corporation or any Subsidiary terminates by reason of
Normal Retirement or Early Retirement (with Committee consent),
under a formal plan or policy of the Corporation, any Stock Option
held by such optionee shall expire upon the earlier of (i) the
expiration date set forth in the Stock Option agreement to which
such Stock Option is subject, or (ii) three (3) years from the date
of such Normal or Early Retirement. An optionee shall not be deemed
to have retired during any leave of absence of the optionee
authorized by the Corporation or any Subsidiary under its standard
personnel practices. In the event of termination of employment by
reason of Retirement, if an Incentive Stock Option is exercised
after the exercise periods that apply for purposes of Section 422
of the Code, such Stock Option will thereafter be treated as a Non-
Qualified Stock Option.

     (i)  Termination for Other Reasons.  Except as provided in
7(f), (g) and (h), or except as otherwise determined by the
Committee, all Stock Options shall terminate upon the termination
of the optionee's employment.

     (j)  Limit on Value of Incentive Stock Option First
Exercisable Annually.  The aggregate Fair Market Value (determined
at the time of grant) of the Common Stock for which Incentive Stock
Options are exercisable for the first time by an optionee during
any calendar year under the Plan (and/or any other stock option
plans of the Corporation or any Subsidiary) shall not exceed
$100,000.

     Section 8.  STOCK APPRECIATION RIGHTS.  Stock Appreciation
Rights shall be evidenced by Stock Appreciation Rights agreements
in such form not inconsistent with the Plan as the Committee shall
approve from time to time, which agreements shall contain in
substance the following terms and conditions:

     (a)  Award.  A Stock Appreciation Right shall entitle the
grantee to receive upon exercise the excess of (a) the Fair Market
Value of a specified number of shares of Common Stock at the time
of exercise over (b) a specified price which shall not be less than
one hundred percent (100%) of the Fair Market Value of the Common
Stock at the time the Stock Appreciation Right was granted, or, if
granted in connection with a previously issued Stock Option, not
less than 100% of the Fair Market Value of the Common Stock at the
time such option was granted. A Stock Appreciation Right may be
granted in connection with all or any portion of a previously or
contemporaneously granted Stock Option (including, in addition to
options granted under the Plan, options granted under other plans
of the Corporation), or not in connection with a Stock Option.

     (b)  Term.  Stock Appreciation Rights shall be granted for a
period of not more than ten (10) years, and shall be exercisable in
whole or in part at such time or times and subject to such other
terms and conditions as shall be prescribed by the Committee at the
time of grant.

     (c)  Payment.  Upon exercise of a Stock Appreciation Right,
payment shall be made in the form of Common Stock (at the Fair
Market Value on the date of exercise), in cash, or in a combination
thereof, as the Committee may determine.

     (d)  Effect on Shares.  The exercise of a Stock Appreciation
Right, where payment is made in the form of Common Stock, shall be
treated as the issuance of Common Stock for purposes of calculating
the maximum number of shares which have been issued under the Plan.

     (e)  Stock Appreciation Right Granted with Incentive Stock
Option.  A Stock Appreciation Right granted in connection with an
Incentive Stock Option may be exercised only if and when the Fair
Market Value of the Common Stock subject to the Incentive Stock
Option exceeds the exercise price of such Stock Option.

     (f)  Termination of Stock Appreciation Rights.  An employee
who voluntarily terminates employment or whose employment is
terminated involuntarily for Cause will forfeit all Stock
Appreciation Rights.

     Section 9.  PERFORMANCE UNITS.  Performance Units shall be
evidenced by performance unit agreements in such form not
inconsistent with the Plan as the Committee shall approve from time
to time. Such agreements shall contain in substance the following
terms and conditions:

     (a)  Performance Period.  The performance period for a Per-
formance Unit shall be established by the Committee and shall be
not more than ten (10) years.

     (b)  Valuation of Units.  A value for each Performance Unit
shall be established by the Committee, together with principal and
minimum performance targets to be achieved with respect to the
Performance Unit during the performance period. The participant
shall be entitled to receive one hundred percent (100%) of the
value of the Performance Unit if the principal target is achieved
during the performance period, but shall be entitled to receive
nothing for such Performance Unit if the minimum target is not
achieved during the performance period. The participant shall be
entitled to receive a stated portion of the value of the
Performance Unit for performance during the performance period
which meets or exceeds the minimum target but fails to meet the
principal target.

     (c)  Performance Targets.  The performance targets established
under the Plan shall relate to the performance of the Corporation
or any segment thereof (collectively referred to in this Section 9
as "Corporation's Performance") over the performance period, and
may be established in terms of growth in earnings or equity, ratio
of earnings to stockholders' equity or to total capital, or any
other performance standards as may be determined by the Committee.
Multiple targets may be used and may have the same or different
weighting, and they may relate to the Corporation's absolute
performance or the Corporation's performance as measured against
that of other companies, or any other standards as may be
determined by the Committee.

     (d)  Adjustments.  At any time prior to payment of the
Performance Units, the Committee may adjust previously established
performance targets and other terms and conditions, to reflect
major unforeseen events such as changes in laws, regulations or
accounting policies or procedures, mergers, acquisitions or
divestitures or extraordinary, unusual or nonrecurring items or
events.

     (e)  Payments of Performance Units.  Following the conclusion
of each performance period, the Committee shall determine the
extent to which performance targets have been attained for such
period as well as the other terms and conditions established by the
Committee. The Committee shall determine what, if any, payment is
due on the Performance Units and whether such payment shall be made
in cash, in Common Stock, or partially in cash and partially in
Common Stock. Any payments made in Common Stock shall be calculated
based on the Fair Market Value of the Common Stock. Payments shall
be made as promptly as practicable following the end of the
performance period unless deferred subject to such terms and
conditions as may be prescribed by the Committee.

     (f)  Termination by Death, Disability or Retirement.  Any
employee granted a Performance Unit pursuant to this Section 9,
who, by reason of death, Disability or Normal or Early Retirement,
terminates employment before the end of the performance period, may
be entitled to receive a portion of any earned Performance Unit.
The Committee, in its discretion, will determine the amount, if
any, of the Performance Unit earned and the time at which payment
will be made.

     (g)  Other Termination.  An employee who voluntarily
terminates employment or whose employment is terminated
involuntarily for Cause will forfeit all rights under the
Performance Unit.

     (h)  Section 162(m) Provisions.  Notwithstanding any other
provision of the Plan to the contrary, performance targets
established by the Committee for the top five most highly
compensated officers of the Corporation shall be pre-established
objective performance goals within the meaning of Section 162(m) of
the Code and treasury regulations promulgated thereunder.
Furthermore, and notwithstanding any other provision of the Plan to
the contrary, once the Committee has established one or more
performance targets with respect to a Performance Unit granted to
one of the top five most highly compensated officers of the
Corporation, the Committee shall have no discretion to waive or
alter the targets after the earlier of (i) the expiration of
twenty-five percent (25%) of the performance period or (ii) the
date on which the outcome under the targets is substantially
certain.

     Section 10.  RESTRICTED STOCK AWARDS.

     (a)  Administration.  Shares of Restricted Stock may be issued
either alone or in addition to other awards granted under the Plan.
The Committee shall determine the officers and key employees of the
Corporation and its Subsidiaries to whom, and the time or times at
which, grants of Restricted Stock will be made, the number of
shares to be awarded, the price, if any, to be paid by the
recipient of Restricted Stock (subject to Section 10(b) hereof),
the time or times within which such awards may be subject to
forfeiture, and all other conditions of the awards. The Committee
may also condition the grant of Restricted Stock upon the
attainment of specified performance goals, or such other criteria
as the Committee may determine, in its sole discretion. The
provisions of Restricted Stock awards need not be the same with
respect to each recipient.

     (b)  Awards and Certificates.  The prospective recipient of an
award of shares of Restricted Stock shall not have any rights with
respect to such award, unless and until such recipient has executed
an agreement evidencing the award (a "Restricted Stock Award
Agreement") and has delivered a fully executed copy thereof to the
Corporation, and has otherwise complied with the then applicable
terms and conditions.

          (i)   Awards of Restricted Stock must be accepted within
     a period of ninety (90) days (or such shorter period as the
     Committee may specify) after the award date by executing a
     Restricted Stock Award Agreement and paying whatever price, if
     any, is required.

          (ii)  A stock certificate in respect of shares of
     Restricted Stock shall be issued in the name of each
     participant who is awarded Restricted Stock. Such certificate
     shall be registered in the name of the participant, and shall
     bear an appropriate legend referring to the terms, conditions,
     and restrictions applicable to such award, substantially in
     the following form:

               "The transferability of this certificate
          and the shares of stock represented hereby are
          subject to the terms and conditions (including
          forfeiture) of the Golden Enterprises, Inc.
          1996 Long Term Incentive Plan and a Restricted
          Stock Award Agreement entered into between the
          registered owner and the Corporation. Copies
          of such Plan and Agreement are on file in the
          offices of the Corporation, 2101 Magnolia
          Avenue South, Suite 212, Birmingham, Alabama
          35205."

          (iii) The Committee shall require that the stock
     certificates evidencing such shares be held in custody by the
     Corporation until the restrictions thereon shall have lapsed,
     and that, as a condition of any Restricted Stock award, the
     participant shall have delivered a stock power, endorsed in
     blank, relating to the Common Stock covered by such award.

     (c)  Restrictions and Conditions.  The shares of Restricted
Stock awarded pursuant to this Section 10 shall be subject to the
following restrictions and conditions:

          (i)   Subject to the provisions of this Plan and the
     Restricted Stock Award Agreements, during such period as may
     be set by the Committee commencing on the grant date (the
     "Restriction Period"), the participant shall not be permitted
     to sell, transfer, pledge or assign shares of Restricted Stock
     awarded under the Plan. Within these limits, the Committee
     may, in its sole discretion, provide for the lapse of such
     restrictions in installments and may accelerate or waive such
     restrictions in whole or in part based on performance and/or
     such other factors as the Committee may determine, in its sole
     discretion.

          (ii)  Except as provided in paragraph (c)(i) of this
     Section 10, the participant shall have, with respect to the
     shares of Restricted Stock, all of the rights of a stockholder
     of the Corporation, including the right to vote and to receive
     any dividends. Dividends paid in stock of the Corporation or
     stock received in connection with a stock split with respect
     to Restricted Stock shall be subject to the same restrictions
     as on such Restricted Stock. Certificates for shares of
     unrestricted Stock shall be delivered to the participant
     promptly after, and only after, the period of forfeiture shall
     expire without forfeiture in respect of such shares of
     Restricted Stock.

          (iii) Subject to the provisions of the Restricted Stock
     Award Agreement and this Section 10, upon termination of
     employment for any reason during the Restriction Period, all
     shares still subject to restriction shall be forfeited by the
     participant; provided, however, that the participant shall be
     entitled to retain the shares of Restricted Stock which have
     been paid for by the participant.

          (iv)  In the event of death or Disability or in the event
     that a participant's employment is terminated as the result of
     special hardship circumstances (other than for Cause), the
     Committee may, in its sole discretion, waive in whole or in
     part any or all remaining restrictions with respect to such
     participant's shares of Restricted Stock.

     Section 11.  SUPPLEMENTAL CASH PAYMENTS.  Subject to the
Committee's discretion, Stock Options, Stock Appreciation Rights,
Performance Units, or Restricted Stock agreements may provide for
the payment by the Corporation of a supplemental cash payment after
the exercise of a Stock Option or Stock Appreciation Right, at the
time of payment of a Performance Unit or at the end of the
restriction period of a Restricted Stock award. Supplemental cash
payments shall be subject to such terms and conditions as shall be
provided by the Committee at the time of grant, provided that in no
event shall the amount of each payment exceed:

     (a)  In the case of a Stock Option, the excess of the Fair
Market Value of a share of Common Stock on the date of exercise
over the option price, multiplied by the number of shares for which
such option is exercised, or

     (b)  In the case of a Stock Appreciation Right, Performance
Unit or Restricted Stock award, the value of the shares and other
consideration issued in payment of such award.

     Section 12.  SALE OR MERGER OF CHANGE IN CONTROL.  In
the case of a merger or consolidation in which the Corporation is
not the surviving corporation, or a sale of all or substantially
all of the business or property of the Corporation, or liquidation
or dissolution of the Corporation, or in the event of a tender
offer or any other change involving a threatened change in control
of the Corporation which, in the opinion of the Committee, could
deprive the holders of the benefits intended to be conferred by
awards hereunder, the Committee may, in anticipation of any such
transaction or event, either at the time of grant or thereafter,
make such adjustments in the terms and conditions of outstanding
awards, as the Committee in its sole discretion determines are
equitably warranted under the circumstances including, without
limitation, (i) acceleration of exercise terms, or (ii)
acceleration of the lapse of restrictions and/or performance
objectives or other terms.

     Section 13.  GENERAL PROVISIONS.

     (a)  Governmental or Other Regulations.  Each award under the
Plan shall be subject to the requirement that, if at any time the
Committee shall determine that (a) the listing, registration or
qualification of the shares of Common Stock subject or related
thereto upon any securities exchange or under any state or federal
law, or (b) the consent or approval of any government regulatory
authority, or (c) an agreement by the recipient of an award with
respect to the disposition of shares of Common Stock, is necessary
or desirable as a condition of, or in connection with, the granting
of such award or the issue or purchase of shares of Common Stock
thereunder, such award may not be consummated in whole or in part
unless such listing, registration, qualification, consent, approval
or agreement shall have been effected or obtained free of any
conditions not acceptable to the Committee. A participant shall
agree, as a condition of receiving any award under the Plan, to
execute any documents, make any representations, agree to
restrictions on stock transferability and take any actions which in
the opinion of legal counsel to the Corporation is required by any
applicable law, ruling or regulation.

     (b)  Rights of a Stockholder.  The recipient of any award
under the Plan, unless otherwise provided by the Plan, shall have
no rights as a stockholder with respect thereto unless and until
certificates for shares of Common Stock are issued to the
recipient.

     (c)  No Additional Rights.  Nothing set forth in this Plan
shall prevent the Board from adopting other or additional
compensation arrangements, subject to stockholder approval if such
approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases. Nothing in the
Plan or in any agreement entered into pursuant to the Plan shall
confer upon any participant the right to continue in the employment
of the Corporation or its Subsidiaries, or affect any right which
the Corporation or such Subsidiaries may have to terminate the
employment of the participant.

     (d)  Withholding.  Whenever the Corporation proposes or is
required to issue or transfer shares of Common Stock under the
Plan, the Corporation shall have the right to require the recipient
to remit to the Corporation or provide indemnification satisfactory
to the Corporation for, an amount sufficient to satisfy any
federal, state or local withholding tax requirements prior to the
issuance or delivery of any certificate or certificates for such
shares. Whenever payments are to be made in cash, such payments
shall be net of an amount sufficient to satisfy any federal, state
or local withholding tax requirements.

     (e)  Non-Assignability.  No award under the Plan shall be
assignable or transferable by the participant except by will or by
the laws of descent and distribution. During the life of a
participant, such award shall be exercisable only by the
participant or by the participant's guardian or legal
representative.

     (f)  Unfunded Status of Plan.  The Plan is intended to con-
stitute an "unfunded" plan for incentive and deferred compensation.
With respect to any payments not yet made to a participant or
optionee by the Corporation, nothing set forth herein shall give
any such participant or optionee any rights that are greater than
those of a general creditor of the Corporation. In its sole
discretion, the Committee may authorize the creation of trusts or
other arrangements to meet the obligations created under the Plan
to deliver Common Stock or payments in lieu of or with respect to
awards hereunder; provided, however, that the existence of such
trusts or other arrangements is consistent with the unfunded status
of the Plan.

     (g)  Non-Uniform Determination.  The Committee's determi-
nations under the Plan (including, without limitation,
determinations of the persons to receive awards, the form, amount
and timing of such awards, the terms and provisions of awards and
the agreements evidencing the awards, and the establishment of
values and performance targets) need not be uniform and may be made
by it selectively among persons who receive, or are eligible to
receive, awards under the Plan, whether or not such persons are
similarly situated. Notwithstanding anything contained in the Plan,
the Corporation may make loans to participants in connection with
awards under the Plan or otherwise.

     (h)  Amendment or Termination.  The Board may amend, modify,
suspend or terminate the Plan at any time; provided, however, that
without stockholder approvals the Board may not increase the
maximum number of shares which may be issued under the Plan (except
increases pursuant to Section 5(c) hereof), change the class of
employees eligible to receive awards, extend the period during
which any award may be exercised, extend the term of the Plan or
change the minimum option price. The termination or any
modification, suspension or amendment of the Plan shall not,
without the consent of a participant, adversely affect the
participant's rights under an award previously granted. The
Committee may amend the terms of any award or option theretofore
granted, prospectively or retroactively, but no such amendment
shall impair the rights of any holder without his consent. The
Committee may also substitute new Stock Options for previously
granted Stock Options including options granted under other plans
applicable to the participant and previously granted Stock Options
having higher option prices.

     (i)  Use of Proceeds.  The proceeds received by the
Corporation from the sale of Common Stock pursuant to the sale or
exercise of awards under the Plan shall be added to the
Corporation's general funds and used for general corporate
purposes.

     (j)  Section 16.  It is intended that the Plan and any grants
made to a person subject to Section 16 of the Securities Exchange
Act of 1934 meet all of the requirements of Rule 16b-3 thereunder.
If any provision of the Plan or any award hereunder would
disqualify the Plan or such award, or would otherwise not comply
with Rule 16b-3, such provision or award shall be construed or
deemed amended to conform to Rule 16b-3.

     (k)  No Restriction on Right of Company to Effect Corporate
Changes.  Nothing in the Plan shall affect the right or power of
the Corporation or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in
the Corporation's capital structure or its business, or any merger
or consolidation of the Corporation, or any issue of stock or of
options, warrants or rights to purchase stock or of bonds,
debentures, preferred or prior preference stocks whose rights are
superior to or affect the Common Stock or the rights thereof or
which are convertible into or exchangeable for Common Stock, or the
dissolution or liquidation of the Corporation, or any sale or
transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or
otherwise.

     (l)  Construction of Plan.  The validity, interpretation, and
administration of the Plan and of any rules, regulations,
determinations, or decisions made thereunder, and the rights of any
and all persons having or claiming to have any interest therein or
thereunder, shall be determined exclusively in accordance with the
laws of the State of Alabama.

     (m)  Duration of the Plan.  The Plan shall remain in effect
until all awards under the Plan have been satisfied by the issuance
of shares or the payment of cash, but no award shall be granted
more than ten (10) years after the effective date hereof.