**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

**FORM 10-Q**

**(Mark one)**

**x****QUARTERLY REPORTPURSUANT TO SECTION 13 OR 15(d) OF**

**THE SECURITIES AND EXCHANGE ACT OF1934**

**For the quarterly period ended July13, 2007**

**OR**

**o****TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OF**

**THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from**

**Commission file number  0-2396**

**BRIDGFORDFOODS CORPORATION**

(Exact name of Registrant as specified in its charter)

| **California**                   |   | **95-1778176**          |
|----------------------------------|--------|-------------------------|
| (State or other  jurisdiction of |   | (I.R.S. Employer        |
| incorporation or  organization)  |   | identification  number) |

 

**1308N. Patt Street, Anaheim, CA  92801**

(Address of principal executive offices-Zip code)

**714-526-5533**

(Registrant’s telephone number, including area code)

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months ( or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.
| Yes x |   | No o |
|-------|--------|------|

 

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer,or a non-accelerated filer.  Seedefinition of “accelerated filer and large accelerated filer” in Rule 12b-2 ofthe Exchange Act. (Check one):
| Large accelerated filer o | Accelerated  Filer o | Non-accelerated  filer x |
|---------------------------|----------------------|--------------------------|

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).
| Yes o |   | No x |
|------------|--------|------|

 

As of August 24,2007 the registrant had 9,903,000 shares of common stock outstanding.

 

----

**BRIDGFORDFOODS CORPORATION**

FORM 10-QQUARTERLY REPORT

INDEX

References to “BridgfordFoods” or the “Company” contained in this Quarterly Report on Form 10-Q referto Bridgford Foods Corporation.
| Part I. Financial  Information                                                                                               |   |                                                                                                                                                      |
|------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                         |   |                                                                                                                                                      |
| Item 1.  Financial Statements                                                                                                |   |                                                                                                                                                      |
|                                                                                                                         |   |                                                                                                                                                      |
|                                                                                                                         | a.     | Consolidated  Condensed Balance Sheets at July 13, 2007 (unaudited) and November 3, 2006                                                                  |   |   |
|                                                                                                                         |   |                                                                                                                                                      |   |   |
|                                                                                                                         | b.     | Consolidated  Condensed Statements of Operations for the twelve and thirty-six weeks ended  July 13, 2007 and July 7, 2006 (unaudited)                    |   |   |
|                                                                                                                         |   |                                                                                                                                                      |   |   |
|                                                                                                                         | c.     | Consolidated  Condensed Statements of Shareholders’ Equity and Comprehensive Income (Loss)  for the thirty-six weeks ended July 13, 2007 (unaudited) | ** ** | ** ** |
|                                                                                                                         |   |                                                                                                                                                      |   |   |
|                                                                                                                         | d.     | Consolidated  Condensed Statements of Cash Flows for the thirty-six weeks ended July 13,  2007 and July 7, 2006 (unaudited)                               |   |   |
|                                                                                                                         |   |                                                                                                                                                      |   |   |
|                                                                                                                         | e.     | Notes to  Consolidated Condensed Financial Statements (unaudited)                                                                                         |   |   |
|                                                                                                                         |   |                                                                                                                                                      |
| Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations                     |   |                                                                                                                                                      |
|                                                                                                                         |   |                                                                                                                                                      |
| Item 3.  Quantitative and Qualitative Disclosures about Market Risk                                                          |   |                                                                                                                                                      |
|                                                                                                                         |   |                                                                                                                                                      |
| Item 4. Controls and  Procedures                                                                                             |   |                                                                                                                                                      |
|                                                                                                                         |   |                                                                                                                                                      |
| Part II. Other  Information                                                                                                  |   |                                                                                                                                                      |
|                                                                                                                         |   |                                                                                                                                                      |
| Item 1A. Risk Factors                                                                                                        |   |                                                                                                                                                      |
|                                                                                                                         |   |                                                                                                                                                      |
| Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                                                         |   |                                                                                                                                                      |
|                                                                                                                         |   |                                                                                                                                                      |
| Item 6. Exhibits                                                                                                             |   |                                                                                                                                                      |
|                                                                                                                         |   |                                                                                                                                                      |
| Signatures.                                                                                                                  |   |                                                                                                                                                      |
|                                                                                                                         |   |                                                                                                                                                      |
| Items 1 and 3-5 of Part II. have been omitted  because they are not applicable with respect to the current reporting period. |

 

2

----

**PartI.  Financial Information**

Item 1. a.

**BRIDGFORDFOODS CORPORATION**

**CONSOLIDATED CONDENSED BALANCE SHEETS**

(in thousands, except pershare amounts)
| ** **                                                                                                                                                 | ** **                                                                                 | **July 13** | ** ** | **November 3**                     | ** ** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------|------------------|------------|-----------------------------------------|------------|
| ** **                                                                                                                                                 | ** **                                                                                 | **2007**         | ** ** | **2006**                                | ** ** |
| ** **                                                                                                                                                 | ** **                                                                                 | **(Unaudited)**  | ** ** | **As restated (Note 2)** | ** ** |
| **ASSETS**                                                                                                                                                 |                 |             |       |                                    |       |
|                                                                                                                                                       |                                                                                       |             |       |                                    |       |
| Current assets:                                                                                                                                            |                                                                                       |             |       |                                    |       |
|                                                                                                                                                       |                                                                                       |             |       |                                    |       |
| Cash and cash  equivalents                                                                                                                                 |                                                                                       | $                | 13,002     |                                    | $          | 1,180 |   |
| Trading securities                                                                                                                                         |                                                                                       | —           |       | 12,200                                  |       |
| Accounts  receivable, less allowance for doubtful accounts of $363 and $524, respectively, and  promotional allowances of $2,143 and  $2,170, respectively |                                                                                       | 7,506            |       | 10,222                                  |       |
| Inventories  (Note 3)                                                                                                                                      |                                                                                       | 18,798           |       | 19,544                                  |       |
| Prepaid expenses  and other current assets                                                                                                                 |                                                                                       | 3,382            |       | 2,767                                   |       |
|                                                                                                                                                       |                                                                                       |             |       |                                    |       |
| Total current  assets                                                                                                                                      |                                                                                       | 42,688           |       | 45,913                                  |       |
|                                                                                                                                                       |                                                                                       |             |       |                                    |       |
| Property, plant and  equipment, less  accumulated depreciation of $55,686  and $53,941, respectively                                             |                                                                                       | 11,817           |       | 13,041                                  |       |
|                                                                                                                                                       |                                                                                       |             |       |                                    |       |
| Other non-current  assets                                                                                                                                  |                                                                                       | 14,312           |       | 13,977                                  |       |
|                                                                                                                                                       |                                                                                       | $                | 68,817     |                                    | $          | 72,931 |   |
|                                                                                                                                                       |                                                                                       |             |       |                                    |       |
| **LIABILITIES AND SHAREHOLDERS’  EQUITY**                                                                                                             |                                                                                       |             |       |                                    |       |
|                                                                                                                                                       |                                                                                       |             |       |                                    |       |
| Current liabilities:                                                                                                                                       |                                                                                       |             |       |                                    |       |
|                                                                                                                                                       |                                                                                       |             |       |                                    |       |
| Accounts payable                                                                                                                                           |                                                                                       | $                | 2,845      |                                    | $          | 3,923 |   |
| Accrued payroll, advertising  and other expenses                                                                                                           |                                                                                       | 8,453            |       | 10,308                                  |       |
|                                                                                                                                                       |                                                                                       |             |       |                                    |       |
| Total current  liabilities                                                                                                                                 |                                                                                       | 11,298           |       | 14,231                                  |       |
|                                                                                                                                                       |                                                                                       |             |       |                                    |       |
| Non-current liabilities                                                                                                                                    |                                                                                       | 7,431            |       | 8,514                                   |       |
|                                                                                                                                                       |                                                                                       |             |       |                                    |       |
| Commitments (Notes 5 and 6)                                                                                                                                |                                                                                       |             |       |                                    |       |
|                                                                                                                                                       |                                                                                       |             |       |                                    |       |
| Shareholders’ equity: Preferred stock, without par value Authorized - 1,000 shares Issued and outstanding - none                                 |                                                                                       | —           |       | —                                  |       |
|                                                                                                                                                       |                                                                                       |             |       |                                    |       |
| Common stock, $1.00 par value Authorized - 20,000 shares Issued and outstanding - 9,911 and 9,958 shares                                                   |                                                                                       | 9,968            |       | 10,015                                  |       |
| Capital in excess of par value                                                                                                                             |                                                                                       | 13,929           |       | 14,235                                  |       |
| Retained earnings                                                                                                                                          |                                                                                       | 26,930           |       | 27,129                                  |       |
| Accumulated other comprehensive loss                                                                                                                       |                                                                                       | (739             | )          | (1,193                                  | )          |
|                                                                                                                                                       |                                                                                       | 50,088           |       | 50,186                                  |       |
| ** **                                                                                                                                                 |                                                                                       | $                | 68,817     |                                    | $          | 72,931 |   |

 

See accompanying notes to consolidated condensed financial statements.

3

----

Item 1. b.

**BRIDGFORDFOODS CORPORATION**

**CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS**

**(Unaudited)**
| ** **                                          | ** ** | **(in thousands, except per share amounts)** | ** ** | **(in thousands, except per share amounts)** | ** ** |
|-----------------------------------------------------|------------|-----------------------------------------------------------------------|------------|-----------------------------------------------------------------------|------------|
| ** **                                          | ** ** | **12 weeks ended**                                          | ** ** | **12 weeks ended**                                          | ** ** | **36 weeks ended** | ** ** | **36 weeks ended** | ** ** |
| ** **                                          | ** ** | **July 13**                                                      | ** ** | **July 7**                                                       | ** ** | **July 13** | ** ** | **July 7** | ** ** |
| ** **                                          | ** ** | **2007**                                                              | ** ** | **2006**                                                              | ** ** | **2007** | ** ** | **2006** | ** ** |
|                                                | ** ** | ** **                                                            |       |                                                                  | ** ** | ** ** | ** ** | ** ** | ** ** |
| Net sales                                           |       | $                                                                     | 26,686     |                                                                  | $          | 28,169 |   | $ | 86,893 |   | $ | 91,049 |   |
|                                                |       |                                                                  |       |                                                                  |       |   |   |   |   |
| Cost of products  sold, excluding depreciation      |       | 16,954                                                                |       | 17,024                                                                |       | 56,454 |   | 58,087 |   |
|                                                |       |                                                                  |       |                                                                  |       |   |   |   |   |
| Selling, general  and administrative expenses       |       | 8,936                                                                 |       | 10,019                                                                |       | 28,380 |   | 30,230 |   |
| Depreciation                                        |       | 717                                                                   |       | 892                                                                   |       | 2,280 |   | 2,676 |   |
| Gain on sale of  equity securities                  |       | —                                                                |       | —                                                                |       | — |   | (106 | ) |
|                                                |       | 26,607                                                                |       | 27,935                                                                |       | 87,114 |   | 90,887 |   |
|                                                |       |                                                                  |       |                                                                  |       |   |   |   |   |
| Income (loss)  before taxes                         |       | 79                                                                    |       | 234                                                                   |       | (221 | ) | 162 |   |
|                                                |       |                                                                  |       |                                                                  |       |   |   |   |   |
| Income tax  provision (benefit)                     |       | 46                                                                    |       | 10                                                                    |       | (22 | ) | 4 |   |
|                                                |       |                                                                  |       |                                                                  |       |   |   |   |   |
| Net income  (loss)                                  |       | $                                                                     | 33         |                                                                  | $          | 224 |   | $ | (199 | ) | $ | 158 |   |
|                                                |       |                                                                  |       |                                                                  |       |   |   |   |   |
| Basic and  diluted income (loss) per share (Note 4) |       | $                                                                     | .00        |                                                                  | $          | .02 |   | $ | (.02 | ) | $ | .02 |   |
|                                                |       |                                                                  |       |                                                                  |       |   |   |   |   |
| Basic and  diluted shares computed                  |       | 9,924                                                                 |       | 9,964                                                                 |       | 9,940 |   | 9,968 |   |

 

Item 1. c.

**CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS’ EQUITY ANDCOMPREHENSIVE INCOME (LOSS)**

**(Unaudited)**

(in thousands)
| ** **                       | ** ** | ** **            | ** ** | ** **         | ** ** | ** **      | ** ** | ** **        | ** ** | **Accumulated**        | ** ** | ** ** | ** ** |
|----------------------------------|------------|-----------------------|------------|--------------------|------------|-----------------|------------|-------------------|------------|------------------------|------------|------------|------------|
| ** **                       | ** ** | ** **            | ** ** | ** **         | ** ** | **Capital**     | ** ** | ** **        | ** ** | **other**              | ** ** | ** ** | ** ** |
| ** **                       | ** ** | **Common Stock** | ** ** | **in excess** | ** ** | **Retained**    | ** ** | **comprehensive** | ** ** | ** **             | ** ** |
| ** **                       | ** ** | **Shares**            | ** ** | **Amount**         | ** ** | **of par** | ** ** | **earnings**      | ** ** | **income (loss)** | ** ** | **Total**  | ** ** |
| November 3, 2006                 |       | 9,958                 |       | $                  | 10,015     |            | $          | 14,235            |       | $                      | 27,129     |       | $          | (1,193 | ) | $ | 50,186 |   |
| Shares repurchased               |       | (47                   | )          | (47                | )          | (306            | )          |              |       |                   |       | (353       | )          |
| Net loss                         |       |                  |       |               |       |            |       | (199              | )          |                   |       | (199       | )          |
| Other comprehensive income:      |       |                  |       |               |       |            |       |              |       |                   |       |       |       |
| Unrealized income on investments |       |                  |       |               |       |            |       |              |       | 53                     |       | 53         |       |
| Minimum pension liability        |       |                  |       |               |       |            |       |              |       | 401                    |       | 401        |       |
| Comprehensive income             |       |                  |       |               |       |            |       |              |       |                   |       | 255        |       |
| July 13, 2007                    |       | 9,911                 |       | $                  | 9,968      |            | $          | 13,929            |       | $                      | 26,930     |       | $          | (739 | ) | $ | 50,088 |   |

 

See accompanying notes to consolidated condensed financial statements.

4

----

 

Item 1. d.

**BRIDGFORDFOODS CORPORATION**

**CONSOLIDATED CONDENSED STATEMENTS OFCASH FLOWS**

**(Unaudited)**
| ** **                                            | ** ** | **36 weeks ended** | ** ** | **36 weeks ended**            | ** ** |
|-------------------------------------------------------|------------|------------------------------|------------|-----------------------------------------|------------|
| ** **                                            | ** ** | **July 13**             | ** ** | **July 7**                         | ** ** |
| ** **                                            | ** ** | **2007**                     | ** ** | **2006**                                | ** ** |
| ** **                                            | ** ** | **(in thousands)**      | ** ** | **As restated (Note 2)** | ** ** |
| ** **                                            | ** ** | ** **                   | ** ** | **(in thousands)**                 | ** ** |
| Cash flows from  operating activities:                |       |                         |       |                                    |       |
|                                                  |       |                         |       |                                    |       |
| Net (loss) income                                     |       | $                            | (199       | )                                       | $          | 158 |   |
|                                                  |       |                         |       |                                    |       |
| Income charges not affecting cash:                    |       |                         |       |                                    |       |
| Depreciation                                          |       | 2,280                        |       | 2,676                                   |       |
| Recovery on losses on accounts receivable             |       | (488                         | )          | (324                                    | )          |
| Gain on sale of property, plant and equipment         |       | (11                          | )          | —                                  |       |
| Effect on cash of changes in assets and liabilities:  |       |                         |       |                                    |       |
| Trading securities                                    |       | 12,200                       |       | (8,700                                  | )          |
| Accounts receivable, net                              |       | 3,204                        |       | 785                                     |       |
| Inventories                                           |       | 746                          |       | 3,805                                   |       |
| Prepaid expenses and other current assets             |       | (561                         | )          | (12                                     | )          |
| Other non-current assets                              |       | (572                         | )          | (301                                    | )          |
| Accounts payable                                      |       | (1,078                       | )          | (1,866                                  | )          |
| Accrued payroll, advertising and other expenses       |       | (1,855                       | )          | 593                                     |       |
| Non-current liabilities                               |       | (446                         | )          | 1,261                                   |       |
|                                                  |       |                         |       |                                    |       |
| Net cash provided (used) by operating activities      |       | 13,220                       |       | (1,925                                  | )          |
|                                                  |       |                         |       |                                    |       |
| Cash used in  investing activities:                   |       |                         |       |                                    |       |
| Proceeds from sale of property, plant and equipment   |       | 11                           |       | —                                  |       |
| Additions to property, plant and equipment            |       | (1,056                       | )          | (1,454                                  | )          |
|                                                  |       |                         |       |                                    |       |
| Net cash used in investing activities                 |       | (1,045                       | )          | (1,454                                  | )          |
|                                                  |       |                         |       |                                    |       |
| Cash used in  financing activities:                   |       |                         |       |                                    |       |
| Shares repurchased                                    |       | (353                         | )          | (152                                    | )          |
|                                                  |       |                         |       |                                    |       |
| Net cash used in financing activities                 |       | (353                         | )          | (152                                    | )          |
|                                                  |       |                         |       |                                    |       |
| Net increase  (decrease) in cash and cash equivalents |       | 11,822                       |       | (3,531                                  | )          |
|                                                  |       |                         |       |                                    |       |
| Cash and cash  equivalents at beginning of period     |       | 1,180                        |       | 5,855                                   |       |
|                                                  |       |                         |       |                                    |       |
| Cash and cash  equivalents at end of period           |       | $                            | 13,002     |                                    | $          | 2,324 |   |
|                                                  |       |                         |       |                                    |       |
| Cash paid for income  taxes                           |       | $                            | 0          |                                    | $          | 26 |   |

 

See accompanyingnotes to consolidated condensed financial statements.

5

----

Item 1. e.

**BRIDGFORDFOODS CORPORATION**

**NOTES TOCONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)**

(in thousands, except share and per share amounts)

Note 1 - TheCompany and Summary of Significant Accounting Policies:

The unauditedconsolidated condensed financial statements of Bridgford Foods Corporation (the“Company”) for thetwelve and thirty-six weeks ended July 13, 2007 and July 7, 2006 have beenprepared in conformity with theaccounting principles described in the Company’s Annual Report on Form 10-K/Afor the fiscal year ended November3, 2006 (the “Annual Report”) and include all adjustments considered necessaryby management for a fairstatement of the interim periods.  Suchadjustments consist only of normal recurring items.  This report should be read in conjunction with the Annual Report.  Due to seasonality and other factors, interimresults are not necessarilyindicative of the results to be expected for the full year.  New accounting pronouncements and their affect on the Company are includedin Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Form10-Q.

Note 2 - TradingSecurities:

At July 13, 2007 the Company held no auction ratesecurities.  The Company elected to sellall auction rate securities during the second quarter of fiscal 2007 and investin 90-day treasury bills which are classified as cash and cash equivalents onthe accompanying consolidated condensed balance sheet.

At November 3,2006 the Company held $12,200 of auction rate securities, which are shown as aseparately statedcurrent asset in the accompanying consolidated condensed balance sheet inaccordance with SFAS 115, “Accountingfor Certain Debt and Equity Securities.” The auction rate securities as of November 3, 2006 have been reclassified from that which wasoriginally presented in the Company’s Annual Report on Form 10-K.  Auction rate securities are variable-rate bonds tied to short-term interestrates with maturities on the face of the securities in excess of 90 days.  TheCompany’s investments in these auction rate securities are classified astrading securities under SFAS115, “Accounting for Certain Investments in Debt and Equity Securities”.  The securities are recorded at cost, which approximates fairmarket value because of their variable interest rates, which typically resetsevery 7 to 35 days.  Despite the long-term nature of their statedcontractual maturities, the Company has the intent and ability to quickly liquidate these securities; therefore, theCompany has no cumulative gross unrealized holding gains or losses, or gross unrealized gains or losses from theseinvestments.  All income generated fromthese investments was recordedas interest income.

The consolidated condensed statement of cash flows forthe thirty-six weeks ended July 7, 2006 has been reclassified to give effect toauction rate securities activity classified as trading securities.

Note 3 -Inventories:

Inventories arecomprised as follows at the respective periods:
| ** **                           | ** ** | **July 13  2007** | ** ** | **November 3  2006** | ** ** |
|--------------------------------------|------------|------------------------|------------|---------------------------|------------|
| Meat, ingredients  and supplies |       | $                 | 5,126      |                      | $     | 3,748 |   |
| Work in progress                     |       | 2,029                  |       | 2,228                     |       |
| Finished goods                       |       | 11,643                 |       | 13,568                    |       |
|                                 |       | $                      | 18,798     |                      | $          | 19,544 |   |

 

Inventories are valued atthe lower of cost (at standard cost, which approximates actual cost on a first-in,first-out basis)or market.  Costs related to warehousing,transportation and distribution to customers are considered when computing market value.  Inventories include the cost of rawmaterials, labor and manufacturing overhead. The Company regularlyreviews inventory quantities on hand and writes down any excess or obsoleteinventories to net realizablevalue.  An inventory reserve is createdwhen potentially slow-moving or obsolete inventories are identified in order to reflect the appropriate inventoryvalue.  Changes in economic conditions,production requirements, and lowerthan expected customer demand could result in additional obsolete orslow-moving inventory that cannot be soldor can be sold at reduced prices and could result in additional reserveprovisions.

6

----

Note 4 - Basic anddiluted earnings per share:

The Company had250,000 employee stock options outstanding during the thirty-six week periodsended July 13,2007 and July 7, 2006.  The effect of theemployee stock options outstanding for the thirty-six****weeks ended July 13, 2007 and July 7, 2006 was not includedin the calculation of diluted shares and diluted earnings per share as to do so would be anti-dilutive.  No options were granted during the firstthirty-six weeks of the fiscalyear ending November 2, 2007.

Note 5 -Retirement and Other Benefit Plans:

The Company hasnoncontributory-trusteed defined benefit retirement plans for sales,administrative, supervisory and certain other employees. The benefits under these plans are primarilybased on years of service and compensationlevels. The Company’s funding policy is to contribute annually the maximumamount deductible for federalincome tax purposes, without regard to the plans’ unfunded current liability.The measurement date for theplans is the Company’s fiscal year end.

Net pension costconsisted of the following:
| ** **                                      | ** ** | **36 weeks ended  July 13  2007** | ** ** | **36 weeks ended  July 7  2006** | ** ** |
|-------------------------------------------------|------------|--------------------------------------------------|------------|-------------------------------------------------|------------|
|                                            |       |                                             |       |                                            |       |
| Service cost                                    |       | $                                                | 119        |                                            | $          | 1,082 |   |
| Interest cost                                   |       | 1,297                                            |       | 1,355                                           |       |
| Expected return on plan assets                  |       | (1,355                                           | )          | (1,064                                          | )          |
| Amortization of net loss from earlier periods   |       | —                                           |       | 191                                             |       |
| Amortization of unrecognized prior service cost |       | 1                                                |       | 22                                              |       |
| Curtailment cost                                |       | 47                                               |       | 8                                               |       |
| Net pension cost                                |       | $                                                | 109        |                                            | $          | 1,594 |   |

 

The expected Company contribution to the plans infiscal year 2007 is $3,476. The Company has funded the plans in the amount of$2,333 through the third quarter of fiscal 2007.

In the thirdquarter of fiscal 2006, the Company froze the defined benefit pension planaccrued benefits for membersemployed by the Company with administration, sales or supervisory jobclassification or within a non- bargainingclass.  This action was defined as acurtailment under SFAS No. 88 “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plansand for Termination Benefits” and, therefore, the Company recognized a curtailment loss of approximately $8.

In the fourthquarter of fiscal 2006, the Company froze the defined pension benefits foremployees classified inthe “Dallas Union Group” effective January 1, 2007. This action is defined as acurtailment under SFAS No. 88 and, therefore,the Company recognized a curtailment loss of approximately $47. As a result ofthese actions, net pension costswill be reduced in future periods.

Note 6 -Commitments:

The Company leasescertain transportation and computer equipment under operating leases.  The terms of the transportation leases provide forannual renewal options and contingent rental payments based upon mileage and adjustments of rental paymentsbased on the Consumer Price Index.  Nomaterial changes have been made tothese contracts during the first thirty-six weeks of fiscal 2007.

Note 7 - SegmentInformation:

The Company hastwo reportable operating segments, Frozen Food Products (the processing anddistribution offrozen products) and Refrigerated and Snack Food Products (the processing anddistribution of refrigerated meatand other convenience foods).

The Companyevaluates each segment’s performance based on revenues and operating income.Selling, general andadministrative expenses include corporate accounting, information systems,human resource management andmarketing, which are managed at the corporate level. These activities areallocated to each operating segment basedon revenues and/or actual usage. 

7

----

The followingsegment information is presented for the twelve and thirty-six week periodsended July 13, 2007 and July 7, 2006.

 
| **Twelve Weeks Ended  July 13, 2007** | ** ** | **Frozen Food  Products** | ** ** | **Refrigerated  and  Snack Food  Products** | ** ** | **Other**  | ** ** | **Elimination** | ** ** | **Totals** | ** ** |
|-----------------------------------------------------------|------------|--------------------------------|------------|--------------------------------------------------|------------|------------|------------|-----------------|------------|------------|------------|
| Sales from external  customers                            |       | $                              | 9,903      |                                             | $          | 16,783     |       | $               | —     |       | $          | — |   | $ | 26,686 |   |
| Intersegment sales                                        |       | —                         |       | 741                                              |       | —     |       | 741             |       | —     |       |
| Net sales                                                 |       | 9,903                          |       | 17,524                                           |       | —     |       | 741             |       | 26,686     |       |
| Cost of products sold,  excluding depreciation            |       | 6,159                          |       | 11,536                                           |       | —     |       | 741             |       | 16,954     |       |
| Selling, general and  administrative expenses             |       | 3,146                          |       | 5,790                                            |       | —     |       | —          |       | 8,936      |       |
| Depreciation                                              |       | 203                            |       | 418                                              |       | 96         |       | —          |       | 717        |       |
|                                                      |       | 9,508                          |       | 17,744                                           |       | 96         |       | 741             |       | 26,607     |       |
| Income (loss) before  taxes                               |       | 395                            |       | (220)                                            |       | (96)       |       | —          |       | 79         |       |
| Income tax provision  (benefit)                           |       | 145                            |       | (99)                                             |       | —     |       | —          |       | 46         |       |
| Net income (loss)                                         |       | $                              | 250        |                                             | $          | (121)      |       | $               | (96)       |       | $          | — |   | $ | 33 |   |
| ** **                                                | ** ** | ** **                     | ** ** | ** **                                       | ** ** | ** ** | ** ** | ** **      | ** ** | ** ** | ** ** |
| Total assets                                              |       | $                              | 10,124     |                                             | $          | 28,307     |       | $               | 30,386     |       | $          | — |   | $ | 68,817 |   |
| Additions to property,  plant and equipment               |       | $                              | 22         |                                             | $          | 162        |       | $               | 37         |       | $          | — |   | $ | 221 |   |
| ** **                                                | ** ** | ** **                     | ** ** | ** **                                       | ** ** | ** ** | ** ** | ** **      | ** ** | ** ** | ** ** |

 
| **Twelve Weeks Ended  July 7, 2006** | ** ** | **Frozen Food  Products** | ** ** | **Refrigerated  and  Snack Food  Products** | ** ** | **Other** | ** ** | **Elimination** | ** ** | **Totals** | ** ** |
|----------------------------------------------------------|------------|--------------------------------|------------|--------------------------------------------------|------------|-----------|------------|-----------------|------------|------------|------------|
| Sales from external customers                            |       | $                              | 10,183     |                                             | $          | 17,986    |       | $               | —     |       | $          | — |   | $ | 28,169 |   |
| Intersegment sales                                       |       | —                         |       | 596                                              |       | —    |       | 596             |       | —     |       |
| Net sales                                                |       | 10,183                         |       | 18,582                                           |       | —    |       | 596             |       | 28,169     |       |
| Cost of products sold, excluding depreciation            |       | 6,065                          |       | 11,555                                           |       | —    |       | 596             |       | 17,024     |       |
| Selling, general and administrative expenses             |       | 3,139                          |       | 6,880                                            |       | —    |       | —          |       | 10,019     |       |
| Depreciation                                             |       | 290                            |       | 504                                              |       | 98        |       | —          |       | 892        |       |
| Gain on sale of equity securities                        |       | —                         |       | —                                           |       | —    |       | —          |       | —     |       |
|                                                     |       | 9,494                          |       | 18,939                                           |       | 98        |       | 596             |       | 27,935     |       |
| Income (loss) before taxes                               |       | 689                            |       | (357                                             | )          | (98       | )          | —          |       | 234        |       |
| Income tax provision (benefit)                           |       | 224                            |       | (214                                             | )          | —    |       | —          |       | 10         |       |
| Net income (loss)                                        |       | $                              | 465        |                                             | $          | (143      | )          | $               | (98        | )          | $          | — |   | $ | 224 |   |
|                                                     |       |                           |       |                                             |       |      |       |            |       |       |       |
| Total assets                                             |       | $                              | 11,133     |                                             | $          | 28,626    |       | $               | 31,872     |       | $          | — |   | $ | 71,631 |   |
| Additions to property, plant and equipment               |       | $                              | (94        | )                                                | $          | 505       |       | $               | 28         |       | $          | — |   | $ | 439 |   |
|                                                     |       |                           |       |                                             |       |      |       |            |       |       |       |

 
| **Thirty-Six Weeks Ended  July 13, 2007** | ** ** | **Frozen Food  Products** | ** ** | **Refrigerated  and  Snack Food  Products** | ** ** | **Other**  | ** ** | **Elimination** | ** ** | **Totals** | ** ** |
|---------------------------------------------------------------|------------|--------------------------------|------------|--------------------------------------------------|------------|------------|------------|-----------------|------------|------------|------------|
| Sales from external  customers                                |       | $                              | 33,327     |                                             | $          | 53,566     |       | $               | —     |       | $          | — |   | $ | 86,893 |   |
| Intersegment sales                                            |       | —                         |       | 1,316                                            |       | —     |       | 1,316           |       | —     |       |
| Net sales                                                     |       | 33,327                         |       | 54,882                                           |       | —     |       | 1,316           |       | 86,893     |       |
| Cost of products sold,  excluding depreciation                |       | 20,576                         |       | 37,194                                           |       | —     |       | 1,316           |       | 56,454     |       |
| Selling, general and  administrative expenses                 |       | 10,174                         |       | 18,206                                           |       | —     |       | —          |       | 28,380     |       |
| Depreciation                                                  |       | 609                            |       | 1,384                                            |       | 287        |       | —          |       | 2,280      |       |
|                                                          |       | 31,359                         |       | 56,784                                           |       | 287        |       | 1,316           |       | 87,114     |       |
| Income (loss) before  taxes                                   |       | 1,968                          |       | (1,902                                           | )          | (287       | )          | —          |       | (221       | )          |
| Income tax provision  (benefit)                               |       | 732                            |       | (754                                             | )          | —     |       | —          |       | (22        | )          |
| Net income (loss)                                             |       | $                              | 1,236      |                                             | $          | (1,148     | )          | $               | (287       | )          | $          | — |   | $ | (199 | ) |
| ** **                                                    | ** ** | ** **                     | ** ** | ** **                                       | ** ** | ** ** | ** ** | ** **      | ** ** | ** ** | ** ** |
| Total assets                                                  |       | $                              | 10,124     |                                             | $          | 28,307     |       | $               | 30,386     |       | $          | — |   | $ | 68,817 |   |
| Additions to property, plant and equipment                    |       | $                              | 159        |                                             | $          | 850        |       | $               | 47         |       | $          | — |   | $ | 1,056 |   |

 
| **Thirty-Six Weeks Ended  July 7, 2006** | ** ** | **Frozen Food  Products** | ** ** | **Refrigerated  and  Snack Food  Products** | ** ** | **Other** | ** ** | **Elimination** | ** ** | **Totals** | ** ** |
|--------------------------------------------------------------|------------|--------------------------------|------------|--------------------------------------------------|------------|-----------|------------|-----------------|------------|------------|------------|
| Sales from external customers                                |       | $                              | 34,281     |                                             | $          | 56,768    |       | $               | —     |       | $          | — |   | $ | 91,049 |   |
| Intersegment sales                                           |       | —                         |       | 1,797                                            |       | —    |       | 1,797           |       | —     |       |
| Net sales                                                    |       | 34,281                         |       | 58,565                                           |       | —    |       | 1,797           |       | 91,049     |       |
| Cost of products sold, excluding depreciation                |       | 20,265                         |       | 39,619                                           |       | —    |       | 1,797           |       | 58,087     |       |
| Selling, general and administrative expenses                 |       | 10,009                         |       | 20,221                                           |       | —    |       | —          |       | 30,230     |       |
| Depreciation                                                 |       | 871                            |       | 1,509                                            |       | 296       |       | —          |       | 2,676      |       |
| Gain on sale of equity securities                            |       | —                         |       | (106                                             | )          | —    |       | —          |       | (106       | )          |
|                                                         |       | 31,145                         |       | 61,243                                           |       | 296       |       | 1,797           |       | 90,887     |       |
| Income (loss) before taxes                                   |       | 3,136                          |       | (2,678                                           | )          | (296      | )          | —          |       | 162        |       |
| Income tax provision (benefit)                               |       | 1,136                          |       | (1,132                                           | )          | —    |       | —          |       | 4          |       |
| Net income (loss)                                            |       | $                              | 2,000      |                                             | $          | (1,546    | )          | $               | (296       | )          | $          | — |   | $ | 158 |   |
|                                                         |       |                           |       |                                             |       |      |       |            |       |       |       |
| Total assets                                                 |       | $                              | 11,133     |                                             | $          | 28,626    |       | $               | 31,872     |       | $          | — |   | $ | 71,631 |   |
| Additions to property, plant and equipment                   |       | $                              | 156        |                                             | $          | 1,197     |       | $               | 101        |       | $          | — |   | $ | 1,454 |   |

 

8

----

 

## **Item 2****.  Management’sDiscussion and Analysis of Financial Condition and Results of Operations**

**NOTEREGARDING FORWARD-LOOKING STATEMENTS**

Certainstatements in this Form 10-Q under Item 2 “Management’s Discussion and Analysisof Financial Condition and Results of Operations” and elsewhere constitute “forward-lookingstatements” within the meaning of the Securities Act of 1933 and the SecuritiesExchange Act of 1934. In addition, the Company may from time to time make oralforward-looking statements. Words such as “may”, “will”, “should”, “could”, “expect”,“plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “contribute”or similar words are intended to identify forward-looking statements, althoughnot all forward-looking statements contain these words. Such forward-lookingstatements involve known and unknown risks, uncertainties, and other factorswhich may cause the actual results, performance, or achievements of the Companyto be materially different from any future results, performance or achievementsexpressed or implied by such forward-looking statements.  Factors that might cause or contribute tosuch differences include, but are not limited to, those discussed in “Item 3.Quantitative and Qualitative Disclosures Regarding Market Risk – GeneralBusiness Risks” of this Quarterly Report on Form 10-Q as well as the riskfactors references in the Company’s Annual Report on Form 10-K/A for the fiscalyear ended November 3, 2006.

###### **Critical Accounting Policies and ManagementEstimates**

Thepreparation of financial statements in conformity with generally acceptedaccounting principles requires management to make certain estimates andassumptions that affect the reported amounts of assets and liabilities anddisclosure of contingent assets and liabilities at the date of the financialstatements and the reported revenues and expenses during the respectivereporting periods. Actual results could differ from those estimates. Amountsestimated related to liabilities for pension costs, self-insured workers’compensation and employee healthcare are especially subject to inherentuncertainties and these estimated liabilities may ultimately settle at amountsnot originally estimated. An actuary updates the pension and post-retirementhealthcare data on a quarterly basis. Management believes its current estimatesare reasonable and based on the best information available at the time.

Theprovision for doubtful accounts receivable is based on historical trends andcurrent collectibility risk.  The Companyhas significant amounts receivable with a few large, well-known customerswhich, although historically secure, could be subject to material risk shouldthese customers’ operations suddenly deteriorate. The Company monitors thesecustomers closely to minimize the risk of loss. Wal-Mart® comprised 15.0% of revenues for the first thirty-six weeks offiscal year 2007 and 17.0% of accounts receivable at the end of the third quarterof fiscal year 2007.  Wal-Mart® comprised14.5% of revenues for the first thirty-six weeks of fiscal year 2006 and 18.8%of accounts receivable at the end of the third quarter of fiscal year 2006.

Revenuesare recognized upon passage of title to the customer upon product pick-up,shipment or delivery to customers as determined by applicable contracts.Products are delivered to customers through the Company’s own fleet, commoncarrier or through a Company-owned direct store delivery system.

Inventoriesare valued at the lower of cost (at standard cost, which approximates actualcost on a first-in, first-out basis) or market. Costs related to warehousing, transportation and distribution tocustomers are considered when computing market value.  Inventories include the cost of rawmaterials, labor and manufacturing overhead. The Company regularly reviews inventory quantities on hand and writesdown any excess or obsolete inventories to net realizable value.  An inventory reserve is created whenpotentially slow-moving or obsolete inventories are identified in order toreflect the appropriate inventory value. Changes in economic conditions, production requirements, and lower thanexpected customer demand could result in additional obsolete or slow-moving inventorythat cannot be sold or can be sold at reduced prices and could result inadditional reserve provisions.

TheCompany records the cash surrender or contract value for life insurancepolicies as an adjustment of premiums paid in determining the expense or incometo be recognized under the contract for the period.

Theabove listing is not intended to be a comprehensive list of all the Company’saccounting policies. In many cases, the accounting treatment of a particulartransaction is specifically dictated by accounting principles generallyaccepted in the United States, with no need for management’s judgment in theirapplication. There are also areas in which management’s judgment in selectingany available alternative would not produce a materially different result.

9

----

**Executive Level Overview of Business Segments**

TheCompany operates in two business segments – the processing and distribution offrozen products and the processing and distribution of refrigerated and snackfood products.  For information regardingthe separate financial performance of the business segments refer to Note 7 ofthe Notes to the Consolidated Condensed Financial Statements included in thisQuarterly Report on Form 10-Q.  Althoughthe Company has recently introduced several new products, most of theseproducts have not contributed significantly to the Company’s revenue growth forthe fiscal year with the exception of Bridgford Monkey Bread, included in theFrozen Food Products segment, originally introduced in 2005.

**Frozen Food Products Segment**

Theproducts manufactured and distributed by the Company in the Frozen FoodProducts Segment consist of an extensive line of food products, includingbiscuits, bread dough items, roll dough items and sandwiches.  All items within this segment are consideredsimilar products and have been aggregated at this level.  The Company’s frozen food division servesboth food service and retail customers. The Company sells approximately 200unique frozen food products through wholesalers, cooperatives and distributorsto approximately 21,000 retail outlets and 22,000 restaurants and institutions.

**Frozen Food Products–Food Service Customers**

Thefood service industry is composed of establishments that serve food outside thehome and includes restaurants, the food operations of health care providers,schools, hotels, resorts, corporations, and other traditional andnon-traditional food service outlets. Growth in this industry has been drivenby the increase in away-from-home meal preparation, which has accompanied theexpanding number of both dual income and single-parent households. Anothertrend within the food service industry is the growth in the number ofnon-traditional food service outlets such as convenience stores, retail storesand supermarkets. These non-traditional locations often lack extensive cooking,storage or preparation facilities, resulting in a need for pre-cooked andprepared foods similar to those provided by the Company. The expansion in thefood service industry has also been accompanied by the continued consolidationand growth of broad line and specialty food service distributors, many of whichare long-standing customers of the Company.

TheCompany supplies its food service customers generally through distributors thattake title to the product and resell it. Among the Company’s customers are manyof the country’s largest broad line and specialty food service distributors.For these and other large end purchasers, the Company’s products occasionallygo through extensive qualification procedures and its manufacturing capabilitiesare subjected to thorough review by the end purchasers prior to the Company’sapproval as a vendor. Large end purchasers typically select suppliers that canconsistently meet increased volume requirements on a national basis during peakpromotional periods. The Company believes that its manufacturing flexibility,national presence and long-standing customer relationships should pose barriersto entry for other manufacturers seeking to provide similar products to theCompany’s current large food service end purchasers, although no assurances canbe given.

**Frozen Food Products–Retail Customers**

Themajority of the Company’s existing and targeted retail customers are involvedin the resale of branded and private label packaged foods. The same trends whichhave contributed to the increase in away-from-home meal preparation have alsofueled the growth in easy to prepare, microwaveable frozen and refrigeratedconvenience foods. Among the fastest growing segments is the frozen andrefrigerated hand-held foods market. This growth has been driven by improvedproduct quality and variety and the increasing need for inexpensive and healthyfood items that require minimal preparation. Despite rapid growth, manycategories of frozen and refrigerated hand-held foods have achieved minimalhousehold penetration. The Company believes it has been successful inestablishing and maintaining supply relationships with certain selected leadingretailers in this market.

10

----

**Frozen Food Products–Sales and Marketing**

TheCompany’s frozen food business covers the United States and Canada. In additionto regional sales managers, the Company maintains a network of independent foodservice and retail brokers covering most of the states as well as Canada.Brokers are compensated on a commission basis. The Company believes that itsbroker relationships, in close cooperation with the regional sales managers,are a valuable asset providing significant new product and customeropportunities. The regional sales managers perform several significantfunctions for the Company, including identifying and developing new businessopportunities and providing customer service and support to the Company’sdistributors and end purchasers through the effective use of the Company’sbroker network.

TheCompany’s annual advertising expenditures are directed towards retail andinstitutional customers. These customers participate in various specialpromotional and marketing programs and direct advertising allowances sponsoredby the Company. The Company also invests in general consumer advertising invarious newspapers and periodicals. The Company directs advertising at foodservice customers with campaigns in major industry publications and throughCompany participation in trade shows throughout the United States.

**Refrigerated and Snack Food Segment**

Theproducts distributed by the Company in the Refrigerated and Snack Food Productssegment consist of both products manufactured by the Company and productmanufactured or processed by third parties. Approximately 46% of this segment’s products were manufactured by thirdparties.  All items within this segmentare considered similar products and have been aggregated at this level.  The dry sausage division includes productssuch as jerky, meat snacks, sausage, summer sausage and pepperoniproducts.  The deli division includesproducts such as ham, sandwiches, cheese, Mexican food, pastries and otherdelicatessen type food products.

**Refrigerated and Snack Food Segment–Customers**

TheCompany’s refrigerated and snack food products division sells approximately 270different items through a direct store delivery network serving approximately36,000 supermarkets, mass merchandise and convenience retail stores located in49 states and Canada.

Thesecustomers are comprised of large retail chains and smaller “independent”operators. This part of the Company’s business is highly competitive. Properplacement of the Company’s product lines is critical to selling success sincemost items could be considered “impulse” items which are often consumed shortlyafter purchase. The Company’s ability to sell successfully to this distributionchannel depends on aggressive marketing and maintaining relationships with keybuyers.

**Refrigerated and Snack Food Segment–Sales andMarketing**

TheCompany’s direct store delivery network consists of two separate divisions,refrigerated and non-refrigerated snack food products. Refrigerated snack foodproducts are distributed through five different regions located in thesouthwest, primarily operating in California, Arizona and Nevada.Non-refrigerated snack food products are distributed in seventeen geographicregions across the United States and Canada, each managed by regional salesmanagers. The regional sales managers perform several significant functions forthe Company including identifying and developing new business opportunities andproviding customer service and support to the Company’s customers. The Companyalso utilizes the services of brokers where appropriate to support efficientproduct distribution and customer satisfaction.

11

----

**Results of Operations for the Twelve Weeks ended July 13,2007 and**

**Twelve Weeks ended July 7, 2006.**

**Net Sales-Consolidated**

Netsales decreased by $1,483,000 (5.3%) to $26,686,000 in the third twelve weeksof the 2007 fiscal year compared to the same twelve-week period last year. Unitvolume decreased approximately 7.4% offset by unit price increases of3.5%.  Promotional allowances increasedby approximately 2.0% as a percent of sales also contributing to the net salesdecrease compared to the same twelve-week period last year. Product returnlevels were slightly higher against the comparative prior period.

Comparedto the prior twelve-week period ended April 20, 2007 (not shown), averageweekly sales decreased $101,000 (4.3%). The decrease primarily relates to 10.6% lower unit sales volume off-setby unit price increases of 5.8% during the third twelve weeks of the 2007fiscal year compared to the previous twelve-week period. The decline in unitsales resulted from normal seasonal factors.

**Net Sales-Frozen Food Products Segment**

Netsales in the Frozen Food Products segment decreased by $280,000 (2.7%) to$9,903,000 in the third twelve weeks of the 2007 fiscal year compared to thesame twelve-week period last year. Unit volume decreases of 3.9% were offset byunit price increases. Promotional allowances were higher compared to the sametwelve-week period last year causing the net sales decline.

**Net Sales-Refrigerated and Snack Food Segment**

Netsales in the Refrigerated and Snack Food Products segment decreased by$1,058,000 (5.7%) to $17,524,000 in the third twelve weeks of the 2007 fiscalyear compared to the same twelve-week period last year. Unit volume decreasedby 9.5%.  An increase in unit sellingprices partially off-set the impact of the unit volume decreases.

**Cost of Products Sold-Consolidated**

Costof products sold decreased by $70,000 (0.4%) to $16,954,000 in the third twelveweeks of the 2007 fiscal year compared to the same twelve-week period in fiscal2006.  The gross margin beforedepreciation decreased from 39.6% to 36.5% primarily due to higher commoditycosts when compared to the same twelve-week period in fiscal 2006.  Higher promotional allowances also reducednet selling prices contributing to the gross margin decline.

Compared to the priortwelve-week period ended April 20, 2007 (not shown), the average weekly cost ofproducts sold decreased $82,000 (5.5%) for the third twelve weeks of fiscalyear 2007.  This decrease is consistentwith the sales decrease and normal seasonal trends.

**Cost of Products Sold–Frozen Food Products Segment**

Costof products sold in the Frozen Food Products segment increased by $94,000(1.5%) to $6,159,000 in the third twelve weeks of the 2007 fiscal year comparedto the same twelve-week period in fiscal 2006. An increase in flour commodity costs was the primary contributing factorin this increase. Unit production volumes were also lower than the comparativetwelve-week period.

**Cost of Products Sold–Refrigerated and Snack Food Segment**

Costof products sold in the Refrigerated and Snack Food Products segment decreasedby $19,000 (0.2%) to $11,536,000 in the third twelve weeks of the 2007 fiscalyear compared to the same twelve-week period in fiscal 2006.  Unit volume declines were partially off-setby rising commodity costs in the 12 week period.

###### **Selling,General and Administrative Expenses-Consolidated**

Selling, general andadministrative expenses decreased by $1,083,000 (10.8%) to $8,936,000 in thethird twelve weeks of fiscal year 2007 compared to the same twelve-week periodin the prior fiscal year.  The change inthis category for the twelve-week period ended July 13, 2007 did not directlycorrespond to the sales decrease. Favorable trends were experienced in employee pensions, healthcareexpenses, workers’ compensation, cash surrender value gains and bad debtrecoveries compared to the same twelve week period in the prior year.

Compared to the priortwelve-week period ended April 20, 2007 (not shown), average weekly selling,general and administrative expenses decreased by $49,000 (6.2%). The decreasewas primarily caused by a decrease in average weekly sales and lower costtrends related to healthcare and workers’ compensation expenses.

12

----

###### **Selling,General and Administrative Expenses-Frozen Food Products Segment**

Selling, general andadministrative expenses in the Frozen Food Products segment increased by $7,000(0.2%) to $3,146,000 in the third twelve weeks of fiscal year 2007 compared tothe same twelve-week period in the prior fiscal year.  Higher advertising costs were off-set bylower healthcare and workers’ compensation costs when compared to the sametwelve-week period in fiscal 2006.

###### **Selling,General and Administrative Expenses-Refrigerated and Snack Food Segment**

Selling, general andadministrative expenses in the Refrigerated and Snack Food Products segmentdecreased by $1,090,000 (15.8%) to $5,790,000 in the third twelve weeks offiscal year 2007 compared to the same twelve-week period in the prior fiscalyear.  Lower healthcare, workers’compensation and pension expenses and a significant bad debt recovery were themost significant contributors to the decrease in selling, general andadministrative expenses when compared to the same twelve-week period in fiscal2006.

**Depreciation Expense-Consolidated**

Depreciationexpense decreased by $175,000 (19.6%) to $717,000 in the third twelve weeks ofthe 2007 fiscal year compared to the same twelve-week period in fiscal year2006.  The decrease in depreciationexpense reflects lower capital expenditure levels in recent years and certainsignificant assets becoming fully depreciated in the 2007 fiscal year.  Compared to the prior twelve-week periodended April 20, 2007 (not shown), average weekly depreciation decreased by$5,000 due to the reasons mentioned previously.

**Depreciation Expense-Frozen Food Products and Refrigeratedand Snack Food Segments**

Depreciationexpense in the Frozen Food Products segment decreased by $87,000 (30.0%) to$203,000 in the third twelve weeks of the 2007 fiscal year compared to the sametwelve-week period in fiscal year 2006.

Depreciationexpense in the Refrigerated and Snack Food Products segment decreased by$86,000 (17.1%) to $418,000 in the third twelve weeks of the 2007 fiscal yearcompared to the same twelve-week period in fiscal year 2006.  The decrease in depreciation expense in bothsegments was due to lower capital expenditures in recent years and certainsignificant assets becoming fully depreciated in the 2007 fiscal year.

**Income Taxes-Consolidated**

TheCompany recorded an income tax provision based on an estimated annual effectivetax rate of 58.2% in the third twelve weeks of fiscal 2007 as compared to 4.3%in the prior fiscal year and 23.3% for the prior twelve-week period.  The change in the effective income tax raterelates to significant non-taxable gains on life insurance policies andrevisions to the Company’s projected tax rates related to updated incomeestimates.

**Net Income (Loss)-Consolidated**

Netincome in the twelve weeks ended July 13, 2007 included non-taxable gains onlife insurance policies in the amount of $212,000. Gains and losses on lifeinsurance policies are dependent upon the performance of the underlyingequities and future results may not produce gains of equal magnitude or may producelosses. Taxable investment income also decreased on a comparative basis duringthe third twelve weeks of fiscal 2007 in the amount of $41,000 due to lowercash balances and lower short-term interest rates.

13

----

Afterconsidering the effect of these transactions, the Company’s results were asfollows:
| ** **                                                                 | ** ** | **12 Weeks Ended** | ** ** | **12 Weeks Ended** | ** ** |
|----------------------------------------------------------------------------|------------|------------------------------|------------|------------------------------|------------|
| ** **                                                                 | ** ** | **July 13, 2007**  | ** ** | **July 7, 2006**   | ** ** |
| Net income  (loss) before taxes, life insurance gain and investment income |       | $                            | (290,000   | )                            | $          | 89,000 |   |
| Life insurance  gain and investment income                                 |       | 369,000                      |       | 145,000                      |       |
| Income before  taxes                                                       |       | 79,000                       |       | 234,000                      |       |
| Income tax  provision                                                      |       | 46,000                       |       | 10,000                       |       |
| Net income                                                                 |       | $                            | 33,000     |                         | $          | 224,000 |   |

 

TheCompany presents net income or loss before taxes, life insurance gain or lossand investment income because the Company believes it is an important measurefor investors to use in understanding the Company’s underlying operations.

**Resultsof Operations for the Thirty-Six Weeks ended July 13, 2007 and**

**Thirty-Six Weeks ended July 7, 2006.**

**Net Sales-Consolidated**

Netsales decreased by $4,156,000 (4.6%) to $86,893,000 in the first thirty-sixweeks of the 2007 fiscal year compared to the same thirty-six week period lastyear. The primary reason for the sales decline was a 4.0% decrease in unitvolume. Promotional allowances, as a percent of sales, increased 1.8% comparedto the same 36 week period last year. Unit selling prices increasedapproximately 0.8% offsetting the sales decline.

**Net Sales-Frozen Food Products Segment**

Netsales in the Frozen Food Products segment decreased by $954,000 (2.8%) to$33,327,000 in the first thirty-six weeks of the 2007 fiscal year compared tothe same thirty-six week period last year. The primary reason for the declinewas an increase in promotional allowances compared to the same thirty-six week periodlast year. Unit prices, before promotions and allowances, increased 4.5% offsetby unit volume decrease of approximately 3.4%.

**Net Sales-Refrigerated and Snack Food Segment**

Netsales in the Refrigerated and Snack Food Products segment decreased by $3,683,000(6.3%) to $54,882,000 in the first thirty-six weeks of the 2007 fiscal yearcompared to the same thirty-six week period last year. Unit volumes wereapproximately 4.1% lower than the comparative thirty-six week period. Averageunit selling prices were also lower than the prior thirty-six week period.

**Cost of Products Sold-Consolidated**

Costof products sold decreased by $1,633,000 (2.8%) to $56,454,000 in the firstthirty-six weeks of the 2007 fiscal year compared to the same thirty-six weekperiod in fiscal 2006.  The decrease incost of products sold on a comparative basis was due primarily to lower unitsales volume.  The slight decrease ingross margin before depreciation from 36.2% to 35.0% was due to highercommodity costs when compared to the same thirty-six-week period in fiscal year2006. Higher promotional allowances also reduced the effective net sellingprice contributing to the gross margin decline.

**Cost of Products Sold–Frozen Food Products Segment**

Costof products sold in the Frozen Food Products segment increased by $311,000(1.5%) to $20,576,000 in the first thirty-six weeks of the 2007 fiscal yearcompared to the same thirty-six week period in fiscal 2006.  Higher flour commodity costs contributed tothe increase in costs of products sold. Higher promotional allowances alsoreduced the effective net selling price contributing to a decline in the grossmargin.

14

----

**Cost of Products Sold–Refrigerated and Snack Food Segment**

Costof products sold in the Refrigerated and Snack Food Products segment decreasedby $2,425,000 (6.1%) to $37,194,000 in the first thirty-six weeks of the 2007fiscal year compared to the same thirty-six-week period in fiscal 2006.  Lower unit volumes levels were slightlyoff-set by higher meat and cheese commodity costs.

###### **Selling, General and AdministrativeExpenses-Consolidated**

Selling, generaland administrative expenses decreased by $1,850,000 (6.1%) to $28,380,000 inthe first thirty-six weeks of fiscal year 2007 compared to the same thirty-sixweek period in the prior fiscal year. The change in this category for the thirty-six week period ended July13, 2007 did not directly correspond to the sales decrease. Significantreductions in employee healthcare, pension expenses and workers’ compensationexpenses in addition to cash surrender value gains on life insurance policies,bad debt recoveries and higher interest income helped offset expenses in thiscategory.  These favorable trends weresomewhat off-set by higher costs for advertising programs.

###### **Selling, General and AdministrativeExpenses-Frozen Food Products Segment**

Selling, generaland administrative expenses in the Frozen Food Products segment increased by$165,000 (1.6%) to $10,174,000 in the first thirty-six weeks of fiscal year2007 compared to the same thirty-six week period in the prior fiscal year.Significant reductions in employee healthcare, pension expenses helped off-sethigher advertising expenses in this category.

###### **Selling, General and AdministrativeExpenses-Refrigerated and Snack Food Segment**

Selling, generaland administrative expenses in the Refrigerated and Snack Food Products segmentdecreased by $2,015,000 (10.0%) to $18,206,000 in the first thirty-six weeks offiscal year 2007 compared to the same thirty-six week period in the priorfiscal year.  Lower sales trends reducedthe expenses in this category. In addition, significant reductions in employeehealthcare, pension expenses and workers’ compensation expenses, in addition tohigher bad debt recoveries, helped reduce expenses in this category.

**Depreciation Expense-Consolidated**

Depreciationexpense decreased by $396,000 (14.8%) to $2,280,000 in the first thirty-sixweeks of the 2007 fiscal year compared to the same thirty-six week period infiscal year 2006.  The decrease indepreciation expense was due to lower capital expenditures in recent years andcertain significant assets becoming fully depreciated in the 2007 fiscal year.

**Depreciation Expense-Frozen Food Products and Refrigeratedand Snack Food Segments**

Depreciationexpense in the Frozen Food Products segment decreased by $262,000 (30.1%) to$609,000 in the first thirty-six weeks of the 2007 fiscal year compared to thesame thirty-six week period in fiscal year 2006. Depreciation expense in theRefrigerated and Snack Food Products segment decreased by $125,000 (8.3%) to$1,384,000 in the first thirty-six weeks of the 2007 fiscal year compared tothe same thirty-six week period in fiscal year 2006.  The decrease in depreciation expense in bothsegments was due to lower capital expenditures in recent years and certainsignificant assets becoming fully depreciated in the 2007 fiscal year.

**Income Taxes-Consolidated**

TheCompany recorded an income tax provision based on an estimated annual effectivetax rate of 10.0% in the first thirty-six weeks of fiscal 2007 as compared to2.5% in the prior fiscal year.  Thechange in the effective income tax rate relates to significant non-taxablegains on life insurance policies and revisions to the Company’s projected taxrates related to updated estimates and the recognition of research anddevelopment tax credits.

15

----

**Net Income (Loss)-Consolidated**

Netloss in the thirty-six weeks ended July 13, 2007 included non-taxable gains onlife insurance policies in the amount of $572,000. Gains and losses on lifeinsurance policies are dependent upon the performance of the underlyingequities and future results may not produce gains of equal magnitude or mayproduce losses. Taxable investment income also increased on a comparative basisduring the first thirty-six weeks of fiscal 2007 in the amount of $120,000 dueto higher cash balances and an increase in short-term interest rates.  After considering the effect of thesetransactions, the Company’s results were as follows:
| ** **                                                        | ** ** | **36 Weeks Ended** | ** ** | **36 Weeks Ended** | ** ** |
|-------------------------------------------------------------------|------------|------------------------------|------------|------------------------------|------------|
| ** **                                                        | ** ** | **July 13, 2007**  | ** ** | **July 7, 2006**   | ** ** |
| Net loss before taxes, life insurance gain and  investment income |       | $                            | (1,302,000 | )                            | $          | (636,000 | ) |
| Gain on sale of equity securities                                 |       | —                       |       | 106,000                      |       |
| Life insurance gain and investment income                         |       | 1,081,000                    |       | 692,000                      |       |
| Income (loss) before taxes                                        |       | (221,000                     | )          | 162,000                      |       |
| Income tax provision (benefit)                                    |       | (22,000                      | )          | 4,000                        |       |
| Net income (loss)                                                 |       | $                            | (199,000   | )                            | $          | 158,000 |   |

 

TheCompany presents net income or loss before taxes, life insurance gain or lossand investment income because the Company believes it is an important measurefor investors to use in understanding the Company’s underlying operations.

**Liquidity and Capital Resources-Consolidated**

Netcash from operating activities was $13,220,000 for the first thirty-six weeksof the 2007 fiscal year. Operating cash was generated principally by reductionsin trading securities and accounts receivable. The substantial reduction inaccounts receivable in the first thirty-six weeks of fiscal 2007 is consistentwith normal seasonal trends. The Company sold $12,200,000 in auction ratesecurities in the first thirty-six weeks of the 2007 fiscal year and currentlyhas no investments in these instruments. The Company utilized cash flow foradditions to property, plant and equipment and share repurchases.  The net effect of these transactions resultedin a cash and cash equivalents increase during the first thirty-six weeks offiscal 2007 of $11,822,000 to $13,002,000. The additions to property, plant andequipment reflect the Company’s continued investment in processing,transportation and information technology equipment.

TheCompany’s refrigerated and snack food products segment has continued developmentof a new major production line that was originally scheduled for completion inthe fourth quarter of fiscal year 2005. The line has been producing product for analysis purposes forapproximately nine months.  The oven andprocessing parameters are being fine-tuned. A total capital expenditure of $1,879,000 has been invested in this newproduction line through July 13, 2007. No significant additional investments are anticipated at this time. TheCompany expects regular production to begin no later than the last quarter offiscal year 2007.

Nocash dividends were paid during the first thirty-six weeks of the 2007 fiscalyear, as was the case during the first thirty-six weeks of the 2006 fiscalyear, as the Board of Directors suspended the quarterly cash dividend at itsMay 2004 meeting in recognition of lower profitability levels in recentquarters.

The Companyremained free of interest bearing debt during the first thirty-six weeks offiscal year 2007.  The Company’srevolving line of credit with Bank of America expires on April 30, 2008 andprovides for borrowings up to $2,000,000. The Company has not borrowed under this line for more than twentyconsecutive years.

Theimpact of inflation on the Company’s financial position and results ofoperations has not been significant. Management is of the opinion that theCompany’s financial position and its capital resources are sufficient toprovide for its near term operating needs and capital expenditures.

16

----

**Recently Issued Accounting Pronouncements and Interpretations**

InJune 2006, the Financial Accounting Standards Board (“FASB”) issuedInterpretation No. 48, “Accounting for Uncertainty in Income Taxes, aninterpretation of FASB Statement No. 109” (“ FIN 48 “).  This Statement addresses uncertainty in tax positionsrecognized in a company’s financial statements and stipulates a recognitionthreshold and measurement of a tax position taken or expected to be taken in atax return.  FIN 48 will apply to theCompany’s fiscal year beginning November 3, 2007, with earlier adoptionpermitted.  The Company does not expectthis interpretation will have a material impact on the Company’s results ofoperations or financial position.

InSeptember 2006, the FASB issued Statement of Accounting Standards No. 157, “FairValue Measurements” (FAS No. 157). This Statement defines fair value, providesa framework for measuring fair value, and expands the disclosures required forfair value measurements. FAS No. 157 applies to other accounting pronouncementsthat require fair value measurements; it does not require any new fair valuemeasurements. FAS No. 157 is effective for financial statements for fiscalyears beginning after November 15, 2007, the Company’s first quarter of the2009 fiscal year, and interim periods within those years.  The Company does not expect this statementwill have a material impact on the Company’s results of operations or financialposition.

InSeptember 2006, the Financial Accounting Standards Board issued FAS 158, “Employers’Accounting for Defined Benefit Pension and Other Postretirement Plans (“FAS 158”)—anamendment of FASB Statements No. 87, 88, 106, and 132(R)”. FAS 158 requiresemployers to recognize the over- or under-funded status of defined benefitplans and other postretirement plans in the statement of financial position andto recognize changes in the funded status in the year in which the changesoccur through comprehensive income. In addition, FAS 158 requires employers tomeasure the funded status of plans as of the date of the year-end statement offinancial position. The recognition and disclosure provisions of FAS 158 areeffective for fiscal years ending after December 15, 2006 (effective for theCompany’s fiscal year ending November 2, 2007), while the requirement tomeasure plan assets and benefit obligations as of a company’s year-end date iseffective for fiscal years ending after December 15, 2008 (effective for theCompany’s fiscal year ending October 30, 2009). Based on recent preliminary analysis, the Company does not expect thatthe adoption of this statement will materially affect other comprehensiveincome, long-term liabilities and shareholders equity.

InFebruary 2007, the FASB issued Statement of Financial Accounting Standards No.159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“FAS159”).  FAS 159 expands opportunities touse fair value measurement in financial reporting and permits entities tochoose to measure many financial instruments and certain other items at fairvalue.  This Statement is effective forfiscal years beginning after November 15, 2007, or the Company’s fiscal yearending October 30, 2009.  The Companydoes not expect this statement will have a material impact on its results ofoperations or financial position.

**Off-Balance Sheet Arrangements**

TheCompany is not engaged in any “off-balance sheet arrangements” within themeaning of Item 303(a)(4)(ii) of Regulation S-K.

# **Item3.  Quantitative and QualitativeDisclosures about Market Risk**

**GeneralBusiness Risks**

Generalrisk factors include, among others, the following: general economic andbusiness conditions; the impact of competitive products and pricing; success ofoperating initiatives; development and operating costs; advertising andpromotional efforts; adverse publicity; acceptance of new product offerings;consumer trial and frequency; changes in business strategy or developmentplans; availability, terms and deployment of capital; availability of qualifiedpersonnel; commodity, labor, and employee benefit costs; changes in, or failureto comply with, government regulations; weather conditions; constructionschedules; and other factors referenced in this Quarterly Report on Form 10-Qand in Bridgford Foods’ Annual Report on Form 10-K/A for the fiscal year endedNovember 3, 2006. Because of these and other factors that may affect theCompany’s operating results, past financial performance should not beconsidered an indicator of future performance, and investors should not usehistorical trends to anticipate results or trends in future periods. TheCompany expressly disclaims any intent or obligation to publicly release theresults of any revisions to these forward-looking statements that may be madeto reflect events or circumstances after the date hereof, or to reflect theoccurrence of unanticipated events.

17

----

There can be no assurances that theCompany’s growth objectives will be met or that product lines will beprofitable.  Anticipated andunanticipated declines in customer demand or taste, sales softness oraggressive competition may have a material adverse effect on the Company’sresults of operations. The business is also exposed to the risk of negativepublicity, whether or not based in fact, which affects consumer perceptionsabout the health, safety or quality of food and inputs of food products.

TheCompany’s operating results are heavily dependent upon the prices paid for rawmaterials.  Other significant factorsthat influence operating results include transportation and energy costs.  The marketing of the Company’s value-addedproducts does not lend itself to instantaneous changes in selling prices.  Changes in selling prices are relativelyinfrequent and do not compare with the volatility of commodity markets,transportation costs and energy prices.

**FinancialInstrument Risk**

The Company’s financial instrumentsgenerally consist of cash and cash equivalents and life insurancepolicies.  At July 13, 2007, the carryingvalue of the Company’s financial instruments approximated their fair marketvalues based on current market prices and rates.  It is not the Company’s policy to enter intoderivative financial instruments.

# **ForeignCurrency Risk**

The Company did not have significantforeign currency exposure at July 13, 2007.

# **Concentrationof Credit Risk**

The Company’s credit risk is diversifiedacross a broad range of customers and geographic regions.  Losses due to credit risk have recently beenimmaterial although losses in fiscal year 2002 were significant.  The provision for doubtful accountsreceivable is based on historical trends and current collectibility risk.  The Company has significant amountsreceivable with a few large, well known customers which, although historicallysecure, could be subject to material risk should these customers’ operationssuddenly deteriorate. The Company monitors these customers closely to minimizethe risk of loss.

# **Fixed –Price Contracts Risk**

The Company purchases bulk flour undershort-term fixed price contracts during the normal course of business. Underthese arrangements, the Company is obligated to purchase specific quantities atfixed prices, within the specified contract period.  These contracts provide for automatic priceincreases if agreed quantities are not purchased within the specified contractperiod. No significant contracts remained unfulfilled at July 13, 2007.

# **Item4.  Controls and Procedures**

Management of the Company, with theparticipation and under the supervision of the Company’s Chairman and ChiefFinancial Officer, has evaluated the effectiveness of the Company’s disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) as of the end of the period covered by this quarterly report. Basedon this evaluation, the Chairman and Chief Financial Officer have concludedthat the Company’s disclosure controls and procedures are effective as of theend of the period covered by this report to provide reasonable assurance thatmaterial information required to be disclosed by the Company in the reportsthat it files or submits under the Exchange Act is recorded, processed,summarized and reported within the time periods specified by the Securities andExchange Commission’s rules and forms. There has been no change in the Company’s internal control overfinancial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))during the period covered by this report that has materially affected, or isreasonably likely to materially affect, the Company’s internal control overfinancial reporting.

18

----

The Company’s management, including itsChairman and Chief Financial Officer, does not expect that the Company’sdisclosure controls and internal controls will prevent all error and allfraud.  A control system, no matter howwell conceived and operated, can provide only reasonable, not absolute,assurance that the objectives of the control system are met.  Further, the design of a control system mustreflect the fact that there are resource constraints, and the benefits ofcontrols must be considered relative to their costs.  Because of inherent limitations in allcontrol systems, no evaluation of controls can provide absolute assurance thatall control issues and instances of fraud, if any, within the Company have beendetected.  These inherent limitationsinclude the realities that judgments in decision-making can be faulty, and thatbreakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented bythe individual acts of some persons, by collusion of two or more people, or bymanagement override of the control.

The design of any system of controls isalso based in part upon certain assumptions about the likelihood of futureevents, and there can be no assurance that any design will succeed in achievingits stated goals under all potential future conditions; over time, a controlmay become inadequate because of changes in conditions, or the degree ofcompliance with the policies or procedures may deteriorate.  Because of inherent limitations in acost-effective control system, misstatements due to error or fraud may occur andnot be detected.

**Section404 Sarbanes-Oxley Act of 2002**

The Securities and Exchange Commission,on December 15, 2006, adopted new measures to grant relief to smaller publiccompanies by extending the date of compliance with Section 404 of theSarbanes-Oxley Act of 2002 (the “Act”). Under these new measures, the Companywill be required to comply with the Act in two phases.  The first phase will be effective for theCompany’s fiscal year ending October 31, 2008 and will require the Company tofurnish a management report on internal control over financial reporting. Thesecond phase will require the Company to provide an auditor’s attestationreport on internal control over financial reporting beginning with the Company’sfiscal year ending October 30, 2009.

In order to comply with the Act, theCompany is in the process of centralizing most accounting and manyadministrative functions at its corporate headquarters in an effort to controlthe cost of maintaining its control systems. On July 11, 2006, The Committee ofSponsoring Organizations (“COSO”) issued guidance on how small companies shouldimplement an effective internal control framework over financial reporting andother risks. This guidance is considered a key tool to help smaller publiccompanies to confront the challenges of the Act.  As a result, the Company may incursubstantial additional expenses and diversion of management’s time. During thecourse of these activities, the Company may identify certain internal controlissues which management believes should be improved. These improvements, ifnecessary, will likely include further formalization of policies andprocedures, improved segregation of duties, additional information technologysystem controls and additional monitoring controls. Although management doesnot believe that any of these matters will result in material weaknesses beingidentified in the Company’s internal controls as defined by the Public CompanyAccounting Oversight Board Auditing Standard No. 5, no assurances can be givenregarding the outcome of these efforts. Additionally, control weaknesses maynot be identified in a timely enough manner to allow remediation prior to theissuance of the auditor’s report on internal controls over financial reporting.Any failure to adequately comply could result in sanctions or investigations byregulatory authorities, which could harm the Company’s business or investors’confidence in the Company.

On May 23, 2007, the Securities andExchange Commission unanimously approved interpretive guidance to assist publiccompanies to reinforce their internal control over financial reporting with afocus on smaller companies.  TheSecurities and Exchange Commission approved rules that allow a company tosatisfy the annual evaluation requirement by Exchange Act Rules 13a-15 and15d-15 through the evaluation of internal control in accordance withinterpretive guidance.  The term “materialweakness” was modified by the Securities and Exchange Commission as “adeficiency, or combination of deficiencies, in internal control over financialreporting, such that there is a reasonable possibility that a materialmisstatement of the company’s annual or interim financial statements will notbe prevented or detected on a timely basis.” The effective date for these changes was August 27, 2007.

The auditor’s attestation report will nowopine directly on the internal controls over financial reporting.  The Public Company Accounting Oversight Boardvoted on May 24, 2007 to adopt Auditing Standard No. 5, “An Audit of InternalControl over Financial Reporting that is Integrated with an Audit of FinancialStatements”, to replace its previous internal control auditing standard,Auditing Standard No. 2.  The newstandard removes unnecessary audit requirements while maintaining adequateinternal control, provides direction on how to scale the audit for smaller andless complex companies, and reduces and simplifies the text of thestandard.  Another revision includedchanges to the required auditor’s attestation report on the effectiveness ofinternal controls over financial reporting which now excludes the auditor’sevaluation of management’s evaluation process. The Securities and Exchange Commission approved the Public CompanyAccounting Oversight Board’s Auditing Standard No. 5 on July 25, 2007, replacingAuditing Standard No. 2.

19

----

**PartII.  Other Information**

**Item 1A.Risk Factors**

The risk factors listed in Part I “Item1A. Risk Factors” in the Annual Report on Form 10-K/A for the fiscal year endedNovember 3, 2006, should be considered with the information provided elsewherein this Quarterly Report on Form 10-Q, which could materially adversely affectthe business, financial condition or results of operations.  There have been no material changes to therisk factors as previously disclosed in such Annual Report on Form 10-K/A.

**Item2.  Unregistered Sales of EquitySecurities and Use of Proceeds**

The Company has not sold any equity securities during the period coveredby this Report.

The following table provides informationregarding repurchases by the Company of its common stock, for each of the threefour-week periods included in the interim twelve-week period ended July 13,2007.

**ISSUERPURCHASES OF EQUITY SECURITIES**
| **Period (1)**                 | ** ** | **Total Number   of Shares  Purchased** | ** ** | **Average Price  Paid Per Share** | ** ** | **Total Number  of Shares  Purchased as  Part of Publicly  Announced  Plans or  Programs (2)** | ** ** | **Maximum  Number of  Shares that May  Yet Be  Purchased  Under the Plans  or Programs** (2) | ** ** |
|-------------------------------------|------------|--------------------------------------------------------|------------|--------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------|------------|
|                                |       |                                                   |       |                                             |       |                                                                                                                              |       |                                                                                                                                 |       |
| April 21, 2007 –  May 18, 2007 |       | 1,978                                                  |       | $                                                | 7.43       |                                                                                                                              | 1,978      |                                                                                                                                 | 562,373    |   |
|                                |       |                                                   |       |                                             |       |                                                                                                                              |       |                                                                                                                                 |       |
| May 19, 2007 –  June 15, 2007  |       | 16,949                                                 |       | $                                                | 7.59       |                                                                                                                              | 16,949     |                                                                                                                                 | 545,424    |   |
|                                |       |                                                   |       |                                             |       |                                                                                                                              |       |                                                                                                                                 |       |
| June 16, 2007 –  July 13, 2007 |       | 4,439                                                  |       | $                                                | 7.64       |                                                                                                                              | 4,439      |                                                                                                                                 | 540,985    |   |
|                                |       |                                                   |       |                                             |       |                                                                                                                              |       |                                                                                                                                 |       |
| Total                               |       | 23,366                                                 |       | $                                                | 7.59       |                                                                                                                              | 23,366     |                                                                                                                                 |       |   |

 

----

(1)                               Periodinformation is presented by reference to the Company’s fiscal period endsduring the twelve-week period ended July 13, 2007.

(2)                                  Allrepurchases reflected in the foregoing table were made on the open market.  The Company’s stock repurchase program wasapproved by the Board of Directors in November 1999 and was expanded in June2005.  Under the stock repurchaseprogram, the Company is authorized, at the discretion of management and theBoard of Directors, to purchase up to an aggregate of 2,000,000 shares of theCompany’s common stock on the open market. The stock repurchase program expires annually and is renewable eachSeptember**.**On September 15, 2006, the Companyentered into a Rule 10b5-1 Stock Purchase Plan with Citigroup Global MarketsInc. for the purchase of shares of common stock previously issued by theCompany that complies with the requirements of Rule 10b5-1 under the SecuritiesExchange Act of 1934 (“Exchange Act”). The purchase period covers each trading day commencing October 2, 2006through and including September 15, 2007. The daily purchase quantity is definedas a number of shares up to, but not to exceed, each day’s applicable SEC Rule10b-18 maximum volume limit (i.e. 25% of the prior four calendar weeks’ averagedaily trading volume); however, once per week a block of stock may be purchasedthat exceeds the SEC Rule 10b-18 25% average daily trading volume condition,provided that no other Plan purchases are made on any day on which such a blockis purchased.  The total maximum numberof shares that may be purchased under the plan is 594,000 at a total maximumdollar amount (exclusive of commission) of $5,940,000.

20

----

**Item 6.**

##### **Exhibits**

| Exhibit No. | ** ** | **Description**                                                                                                                         |
|-------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------|
|        |       |                                                                                                                                    |
| 31.1        |       | Certification of Chairman (Principal Executive  Officer), as required by Section 302 of the Sarbanes-Oxley Act of 2002.                 |
|        |       |                                                                                                                                    |
| 31.2        |       | Certification of Chief Financial Officer (Principal  Financial Officer), as required by Section 302 of the Sarbanes-Oxley Act of  2002. |
|        |       |                                                                                                                                    |
| 32.1        |       | Certification of Chairman (Principal Executive  Officer), as required by Section 906 of the Sarbanes-Oxley Act of 2002.                 |
|        |       |                                                                                                                                    |
| 32.2        |       | Certification of Chief Financial Officer (Principal  Financial Officer), as required by Section 906 of the Sarbanes-Oxley Act of  2002. |

 

21

----

**SIGNATURES**

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned thereunto duly authorized.
|                 |   | BRIDGFORD FOODS CORPORATION                                |
|-----------------|--------|------------------------------------------------------------|
|            |   | (Registrant)                                               |   |
|            |   |                                                       |
|            | By:    | /s/ Raymond F. Lancy                                       |   |
| August 27, 2007 |   | Raymond F. Lancy                                           |
| Date            |   | Chief Financial Officer                                    |
|            |   | (Duly Authorized Officer and Principal Financial  Officer) |
|                 |        |                                                            |  |  |

 

22

----