##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark one)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended August 2, 2002

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number      0-2396

BRIDGFORD FOODS CORPORATION

---

(Exact name of Registrant as specified in its charter)


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

1308 N. Patt Street, Anaheim, CA 92801

---

(Address of principal executive offices-Zip code)


714-526-5533

---

(Registrants telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months ( or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [X]        No [   ]

As of September 13, 2002 the registrant had 10,448,000 shares of common stock
outstanding.

Number of pages in this Form 10-Q       10

(end of cover page)

Page 1 of 10 pages



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TABLE OF CONTENTS



|                              |                                                                                               |                                                           |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | --------------------------------------------------------- |  |  |  |  |  | 
|Part I. Financial Information
|                              |                                                                                               | CONSOLIDATED CONDENSED BALANCE SHEETS                    
|                              |                                                                                               | CONSOLIDATED CONDENSED STATEMENTS OF INCOME              
|                              |                                                                                               | CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS EQUITY
|                              |                                                                                               | CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS          
|                              |                                                                                               | NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS     
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                              | Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|SIGNATURES                   
|Certifications               
|Part II. Other Information   
|                              | Item 6. Exhibit Index                                                                        
|EXHIBIT 99.1                 
|EXHIBIT 99.2                 



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##### Table of Contents



BRIDGFORD FOODS CORPORATION
FORM 10-Q QUARTERLY REPORT
INDEX

|                              |                                                                                               |                                                                                                                       |   |      |   | 
|----------------------------- | --------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------- | - | ---- | - | 
|                              |                                                                                               |                                                                                                                       |   | Page
|                              |                                                                                               |                                                                                                                       |   |     
|Part I. Financial Information |                                                                                               |                                                                                                                       |   |     
|                             
|                              | Item 1. Financial Statements                                                                  |                                                                                                                       |   |      |  
|                             
|                              |                                                                                               | a. Consolidated Condensed Balance Sheets at August 2, 2002 and November 2, 2001                                       |   |      | 3 | 
|                             
|                              |                                                                                               | b. Consolidated Condensed Statements of Income for the 13 and 39 weeks ended August 2,
2002 and August 3, 2001        |   |      | 4 | 
|                             
|                              |                                                                                               | b. Consolidated Condensed Statements of Shareholders Equity for the 39 weeks ended
August 2, 2002 and August 3, 2001 |   |      | 4 | 
|                             
|                              |                                                                                               | c. Consolidated Condensed Statements of Cash Flows for the 39 weeks ended August 2,
2002 and August 3, 2001           |   |      | 5 | 
|                             
|                              |                                                                                               | d. Notes to Consolidated Condensed Financial Statements                                                               |   |      | 6 | 
|                             
|                              | Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations |                                                                                                                       |   | 7    |  
|                             
|                              | Item 3. Quantitative and Qualitative Disclosures about Market Risk                            |                                                                                                                       |   | 8    |  
|                             
|Signatures and Certifications |                                                                                               |                                                                                                                       | 9 |     
|                             
|Part II. Other Information    |                                                                                               |                                                                                                                       |   |     
|                             
|                              | Item 6. Exhibit Index                                                                         |                                                                                                                       |   | 10   |  

Items 4 and 5 have been omitted because they are not applicable with respect to
the current reporting period.

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##### Table of Contents






Part I. Financial Information

Item 1.a.




BRIDGFORD FOODS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS

|                                                                                    |                                                                                                 |                           |        |        |        |                |        |                |        |  |  | 
|----------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | ------------------------- | ------ | ------ | ------ | -------------- | ------ | -------------- | ------ |  |  | 
|                                                                                    |                                                                                                 |                           |        |        |        | August 2       |        | November 2    
|                                                                                    |                                                                                                 |                           |        |        |        | 2002           |        | 2001          
|                                                                                    |                                                                                                 |                           |        |        |        |                |        |               
|                                                                                    |                                                                                                 |                           |        |        |        | (unaudited)    |        |                |        | 
|                                                                                    |                                                                                                 |                           |        |        |        | (in thousands) |        | (in thousands)
|ASSETS                                                                             
|Current assets:                                                                     |                                                                                                 |                           |        |        |        |                |        |               
|                                                                                    | Cash and cash equivalents                                                                       |                           | $      | 10,835 |        |                | $      | 12,974         |       
|                                                                                    | Accounts receivable, less allowance
for doubtful accounts of $1,818 and $779                    |                           |        | 15,727 |        |                |        | 14,282         |       
|                                                                                    | Inventories (Note 2)                                                                            |                           |        | 18,200 |        |                |        | 19,165         |       
|                                                                                    | Prepaid expenses and other current assets                                                       |                           |        | 4,316  |        |                |        | 5,356          |       
|                                                                                    |                                                                                                 |                           |        |        |        |                |        |               
|                                                                                    |                                                                                                 | Total current assets      |        |        | 49,078 |                |        |                | 51,777 | 
|Property, plant and equipment, less
accumulated depreciation of $38,673 and $35,378 |                                                                                                 |                           | 18,872 |        |        |                | 19,471 |               
|Other non-current assets                                                            |                                                                                                 |                           | 11,423 |        |        |                | 11,090 |               
|                                                                                    |                                                                                                 |                           |        |        |        |                |        |               
|                                                                                    |                                                                                                 | $                         | 79,373 |        |        | $              | 82,338 |               
|                                                                                    |                                                                                                 |                           |        |        |        |                |        |               
|LIABILITIES AND SHAREHOLDERS EQUITY                                               
|Current liabilities:                                                                |                                                                                                 |                           |        |        |        |                |        |               
|                                                                                    | Accounts payable                                                                                |                           | $      | 3,350  |        |                | $      | 6,958          |       
|                                                                                    | Accrued payroll and other expenses                                                              |                           |        | 8,321  |        |                |        | 6,464          |       
|                                                                                    | Income taxes payable                                                                            |                           |        | 330    |        |                |        | 330            |       
|                                                                                    |                                                                                                 |                           |        |        |        |                |        |               
|                                                                                    |                                                                                                 | Total current liabilities |        |        | 12,001 |                |        |                | 13,752 | 
|                                                                                    |                                                                                                 |                           |        |        |        |                |        |               
|Non-current liabilities                                                             |                                                                                                 |                           | 9,610  |        |        |                | 11,251 |               
|                                                                                    |                                                                                                 |                           |        |        |        |                |        |               
|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 - 10,448 shares |                           |        | 10,505 |        |                |        | 10,505         |       
|                                                                                    | Capital in excess of par value                                                                  |                           |        | 17,475 |        |                |        | 17,475         |       
|                                                                                    | Retained earnings                                                                               |                           |        | 29,782 |        |                |        | 29,355         |       
|                                                                                    |                                                                                                 |                           |        |        |        |                |        |               
|                                                                                    |                                                                                                 |                           | 57,762 |        |        |                | 57,335 |               
|                                                                                    |                                                                                                 |                           |        |        |        |                |        |               
|                                                                                    |                                                                                                 | $                         | 79,373 |        |        | $              | 82,338 |               
|                                                                                    |                                                                                                 |                           |        |        |        |                |        |               

See accompanying notes to consolidated condensed financial statements.

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Item 1.b.




BRIDGFORD FOODS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)

|                                              |  |                                          |        |                                          |  |          |        |          |  |   |         |  |  |   |         | 
|--------------------------------------------- |  | ---------------------------------------- | ------ | ---------------------------------------- |  | -------- | ------ | -------- |  | - | ------- |  |  | - | ------- | 
|                                              |  | 13 weeks ended                           |        | 39 weeks ended                          
|                                              |  |                                          |        |                                         
|                                              |  | (in
thousands, except per share amounts) |        | (in
thousands, except per share amounts)
|                                              |  | August 2                                 |        | August 3                                 |  | August 2 |        | August 3
|                                              |  | 2002                                     |        | 2001                                     |  | 2002     |        | 2001    
|                                              |  |                                          |        |                                          |  |          |        |         
|Net sales                                     |  | $                                        | 32,025 |                                          |  | $        | 35,795 |          |  | $ | 104,927 |  |  | $ | 114,563 | 
|                                              |  |                                          |        |                                          |  |          |        |          |  |   |         |  |  |   |         | 
|Cost of products sold,
excluding depreciation |  |                                          | 20,258 |                                          |  |          | 23,191 |          |  |   | 65,795  |  |  |   | 71,693  | 
|Selling, general and
administrative expenses  |  |                                          | 11,363 |                                          |  |          | 10,164 |          |  |   | 31,611  |  |  |   | 31,424  | 
|Depreciation                                  |  |                                          | 1,097  |                                          |  |          | 1,063  |          |  |   | 3,295   |  |  |   | 3,188   | 
|                                              |  |                                          |        |                                          |  |          |        |          |  |   |         |  |  |   |         | 
|                                              |  |                                          | 32,718 |                                          |  |          | 34,418 |          |  |   | 100,701 |  |  |   | 106,305 | 
|                                              |  |                                          |        |                                          |  |          |        |          |  |   |         |  |  |   |         | 
|Income (loss) before taxes                    |  |                                          | (693   | )                                        |  |          | 1,377  |          |  |   | 4,226   |  |  |   | 8,258   | 
|Income tax provision (benefit)                |  |                                          | (263   | )                                        |  |          | 523    |          |  |   | 1,606   |  |  |   | 3,138   | 
|                                              |  |                                          |        |                                          |  |          |        |          |  |   |         |  |  |   |         | 
|Net income (loss)                             |  | $                                        | (430   | )                                        |  | $        | 854    |          |  | $ | 2,620   |  |  | $ | 5,120   | 
|                                              |  |                                          |        |                                          |  |          |        |          |  |   |         |  |  |   |         | 
|Basic earnings per share                      |  | $                                        | (.04   | )                                        |  | $        | .08    |          |  | $ | .25     |  |  | $ | .49     | 
|                                              |  |                                          |        |                                          |  |          |        |          |  |   |         |  |  |   |         | 
|Basic shares computed                         |  |                                          | 10,448 |                                          |  |          | 10,518 |          |  |   | 10,448  |  |  |   | 10,556  | 
|                                              |  |                                          |        |                                          |  |          |        |          |  |   |         |  |  |   |         | 
|Diluted earnings per share                    |  | $                                        | (.04   | )                                        |  | $        | .08    |          |  | $ | .25     |  |  | $ | .48     | 
|                                              |  |                                          |        |                                          |  |          |        |          |  |   |         |  |  |   |         | 
|Diluted shares computed                       |  |                                          | 10,448 |                                          |  |          | 10,577 |          |  |   | 10,495  |  |  |   | 10,612  | 
|                                              |  |                                          |        |                                          |  |          |        |          |  |   |         |  |  |   |         | 
|Cash dividends paid per share                 |  | $                                        | .07    |                                          |  | $        | .07    |          |  | $ | .21     |  |  | $ | .21     | 
|                                              |  |                                          |        |                                          |  |          |        |          |  |   |         |  |  |   |         | 




CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS EQUITY
(Unaudited)
(in thousands, except per share amounts)

|                 |                                 |  |              |      |                   |   |          |      |          |   |        |        |   |   |        |        |  
|---------------- | ------------------------------- |  | ------------ | ---- | ----------------- | - | -------- | ---- | -------- | - | ------ | ------ | - | - | ------ | ------ | -
|                 |                                 |  | Common Stock |      | Capital
in excess |   | Retained
|                 |                                 |  | Shares       |      | Amount            |   | of par   |      | earnings
|                 |                                 |  |              |      |                   |   |          |      |         
|November 3, 2000 |                                 |  | 10,615       |      |                   | $ | 10,672   |      |          | $ | 19,459 |        |   | $ | 26,065 |       
|                 | Net income                      |  |              |      |                   |   |          |      |          |   |        |        |   |   |        | 5,120  |  
|                 | Shares repurchased              |  |              | (104 | )                 |   |          | (104 | )        |   |        | (1,234 | ) |   |        |        |  
|                 | Cash dividends
($.07 per share) |  |              |      |                   |   |          |      |          |   |        |        |   |   |        | (2,219 | )
|                 |                                 |  |              |      |                   |   |          |      |          |   |        |        |   |   |        |       
|August 3, 2001   |                                 |  | 10,511       |      |                   | $ | 10,568   |      |          | $ | 18,225 |        |   | $ | 28,966 |       
|                 |                                 |  |              |      |                   |   |          |      |          |   |        |        |   |   |        |       
|November 2, 2001 |                                 |  | 10,448       |      |                   | $ | 10,505   |      |          | $ | 17,475 |        |   | $ | 29,355 |       
|                 | Net income                      |  |              |      |                   |   |          |      |          |   |        |        |   |   |        | 2,620  |  
|                 | Cash dividends
($.07 per share) |  |              |      |                   |   |          |      |          |   |        |        |   |   |        | (2,193 | )
|                 |                                 |  |              |      |                   |   |          |      |          |   |        |        |   |   |        |       
|August 2, 2002   |                                 |  | 10,448       |      |                   | $ | 10,505   |      |          | $ | 17,475 |        |   | $ | 29,782 |       
|                 |                                 |  |              |      |                   |   |          |      |          |   |        |        |   |   |        |       

See accompanying notes to consolidated condensed financial statements.

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Item 1.c.




BRIDGFORD FOODS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                 |                                                      |                                             |        |                                           |        |                |        |                |        |   |        |  
|------------------------------------------------ | ---------------------------------------------------- | ------------------------------------------- | ------ | ----------------------------------------- | ------ | -------------- | ------ | -------------- | ------ | - | ------ | -
|                                                 |                                                      |                                             |        |                                           |        | 39 weeks ended
|                                                 |                                                      |                                             |        |                                           |        |               
|                                                 |                                                      |                                             |        |                                           |        | August 2       |        | August 3      
|                                                 |                                                      |                                             |        |                                           |        | 2002           |        | 2001          
|                                                 |                                                      |                                             |        |                                           |        |                |        |               
|                                                 |                                                      |                                             |        |                                           |        | (in thousands) |        | (in thousands)
|Cash flows from operating activities:            |                                                      |                                             |        |                                           |        |                |        |               
|                                                 | Net income                                           |                                             | $      | 2,620                                     |        |                | $      | 5,120          |       
|                                                 | Income charges not affecting cash:                   |                                             |        |                                           |        |                |        |                |       
|                                                 |                                                      | Depreciation                                |        |                                           | 3,295  |                |        |                | 3,188  |  
|                                                 |                                                      | Provision for losses on accounts receivable |        |                                           | 1,118  |                |        |                | 158    |  
|                                                 | Effect on cash of changes in assets and liabilities: |                                             |        |                                           |        |                |        |                |       
|                                                 |                                                      | Accounts receivable                         |        |                                           | (2,563 | )              |        |                | 1,326  |  
|                                                 |                                                      | Inventories                                 |        |                                           | 965    |                |        |                | 717    |  
|                                                 |                                                      | Prepaid expenses and other                  |        |                                           | 1,040  |                |        |                | (739   | )
|                                                 |                                                      | Other non-current assets                    |        |                                           | (333   | )              |        |                | (824   | )
|                                                 |                                                      | Accounts payable and accrued expenses       |        |                                           | (1,751 | )              |        |                | (5,748 | )
|                                                 |                                                      | Income taxes payable                        |        |                                           |        |                |        |                | 204    |  
|                                                 |                                                      | Non-current liabilities                     |        |                                           | (1,641 | )              |        |                | 322    |  
|                                                 |                                                      |                                             |        |                                           |        |                |        |               
|                                                 |                                                      |                                             |        | Net cash provided by operating activities |        |                | 2,750  |                |        |   | 3,724  |  
|                                                 |                                                      |                                             |        |                                           |        |                |        |               
|Cash used in investing activities:               |                                                      |                                             |        |                                           |        |                |        |               
|                                                 |                                                      | Additions to property, plant and equipment  |        |                                           | (2,696 | )              |        |                | (3,382 | )
|                                                 |                                                      |                                             |        |                                           |        |                |        |               
|Cash used for financing activities:              |                                                      |                                             |        |                                           |        |                |        |               
|                                                 |                                                      | Shares repurchased                          |        |                                           |        |                |        |                | (1,338 | )
|                                                 |                                                      | Cash dividends paid                         |        |                                           | (2,193 | )              |        |                | (2,219 | )
|                                                 |                                                      |                                             |        |                                           |        |                |        |               
|                                                 |                                                      |                                             |        | Net cash used in financing activities     |        |                | (2,193 | )              |        |   | (3,557 | )
|                                                 |                                                      |                                             |        |                                           |        |                |        |               
|Net decrease in cash and cash equivalents        |                                                      |                                             | (2,139 | )                                         |        |                | (3,215 | )             
|Cash and cash equivalents at beginning of period |                                                      |                                             | 12,974 |                                           |        |                | 18,301 |               
|                                                 |                                                      |                                             |        |                                           |        |                |        |               
|Cash and cash equivalents at end of period       |                                                      | $                                           | 10,835 |                                           |        | $              | 15,086 |               
|                                                 |                                                      |                                             |        |                                           |        |                |        |               
|Cash paid for income taxes                       |                                                      | $                                           | 1,684  |                                           |        | $              | 4,514  |               
|                                                 |                                                      |                                             |        |                                           |        |                |        |               

See accompanying notes to consolidated condensed financial statements.

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Item 1.d.




BRIDGFORD FOODS CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Note 1  General Comments

The unaudited consolidated condensed financial statements of the Company
for the thirteen and thirty-nine weeks ended August 2, 2002 and August 3, 2001
have been prepared in conformity with the accounting principles described in the
2001 Annual Report to Shareholders and include all adjustments considered
necessary by management for a fair statement of the interim periods. Such
adjustments consist only of normal recurring items. This report should be read
in conjunction with the Companys 2001 Annual Report to Shareholders.

The provision for losses on accounts receivable is based on historical
trends and current collectibility risk. Losses due to credit risk have been
immaterial prior to the Fiscal 2002 Year.

Revenues are recognized upon passage of title to the customer typically
upon product shipment or delivery to customers.

The company implemented EITF 01-09, Accounting Considerations Given by
a Vendor to a Customer in fiscal year 2002. As a result, certain items
previously recorded in Selling, General and Administrative Expenses have been
reclassified against Net Sales and in Cost of Products Sold in the accompanying
Statements. All prior periods have been retroactively reclassified to give
effect to this requirement.

Note 2  Inventories

Inventories are comprised as follows at the respective periods:

|                               |  |                |        |                |  |   |        | 
|------------------------------ |  | -------------- | ------ | -------------- |  | - | ------ | 
|                               |  | August 2       |        | November 2    
|                               |  | 2002           |        | 2001          
|                               |  |                |        |               
|                               |  | (in thousands) |        | (in thousands)
|Meat, ingredients
and supplies |  | $              | 4,379  |                |  | $ | 3,757  | 
|Work in progress               |  |                | 2,930  |                |  |   | 1,324  | 
|Finished goods                 |  |                | 10,891 |                |  |   | 14,084 | 
|                               |  |                |        |                |  |   |        | 
|                               |  | $              | 18,200 |                |  | $ | 19,165 | 
|                               |  |                |        |                |  |   |        | 

Note 3  Basic and diluted earnings per share

The difference between the calculation of basic and diluted shares outstanding
for the thirteen week and thirty-nine week periods ended August 2, 2002 was a
result of the dilutive effect of employee stock options totaling 250,000 shares.
The effect of the employee stock options outstanding for the thirteen weeks
ended August 2, 2002 was not included in the calculation of diluted shares and
diluted earnings per share as to do so would be antidilutive.

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Item 2.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-Q under Item 2., Managements Discussion
and Analysis of Financial Condition and Results of Operations and elsewhere in
this Form 10-Q constitute forward-looking statements within the meaning of
the Securities Act of 1933 and the Securities Exchange Act of 1934. In
addition, the Company may from time to time make oral forward-looking
statements. Such forward looking statements involve known and unknown risks,
uncertainties, and other factors which may cause the actual results,
performance, or achievements of Bridgford Foods Corporation to be materially
different from any future results, performance or achievements expressed or
implied by such forward looking statements. Such factors include, among
others, the following: general economic and business conditions; the impact of
competitive products and pricing; success of operating initiatives; development
and operating costs; advertising and promotional efforts; adverse publicity;
acceptance of new product offerings; consumer trial and frequency; changes in
business strategy or development plans; availability, terms and deployment of
capital; availability of qualified personnel; commodity, labor, and employee
benefit costs; changes in, or failure to comply with, government regulations;
weather conditions; construction schedules; and other factors referenced in
this Form 10-Q and in Bridgford Foods Corporations Annual Report on Form 10-K
for the fiscal year ended November 2, 2001. Because of these and other factors
that may affect the Companys operating results, past financial performance
should not be considered an indicator of future performance, and investors
should not use historical trends to anticipate results or trends in future
periods.




Managements Discussion and Analysis of Financial
Condition and Results of Operations

The Companys operating results are heavily dependent upon the prices paid for
raw materials. The marketing of the Companys value-added products does not
lend itself to instantaneous changes in selling prices. Changes in selling
prices are relatively infrequent and do not compare with the volatility of
commodity markets.

Sales, as reclassified, decreased by $3,770,000 (10.5%) to $32,025,000 in the
third thirteen weeks of the 2002 fiscal year compared to the same period last
year. Compared to the prior thirteen-week period, sales decreased $2,632,000
(7.6%). The sales decrease compared to the third thirteen weeks of 2001 relates
to lower unit sales volume as a result of a general downturn in the economy and
the bankruptcy of a significant customer. Sales compared to the prior
thirteen-week period ended May 3, 2002 (not shown) decreased due to normal
seasonal trends and the continued sluggish economy.

Cost of products sold decreased by $2,934,000 (12.7%) in the third thirteen
weeks of the 2002 fiscal year to $20,258,000 compared to the same period in
2001. The decrease in cost of sales relates to lower sales volume. Compared to
the prior thirteen-week period (not shown), the cost of products sold decreased
$601,000 (2.9%) due primarily to lower unit sales volume and changes in product
mix.

Selling, general and administrative expenses increased by $1,198,000 (11.8%) to
$11,363,000 in the third thirteen weeks of 2002 compared to the same period
last year. This increase relates to rising costs for employee healthcare,
workers compensation, property & liability insurance, transportation expenses,
system conversion costs, and pension expense. Compared to the prior
thirteen-week period (not shown), selling, general and administrative expenses
increased by $1,070,000 (10.4%) primarily as a result of the factors noted
previously.

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Managements Discussion and Analysis of Financial
Condition and Results of Operations(continued)

Depreciation expense increased by $34,000 (3.2%) in the third thirteen weeks of
the 2002 fiscal year compared to the same period in 2001. Depreciation expense
increased $5,000 (0.5%) in the third thirteen weeks of fiscal 2002 compared to
the prior fiscal thirteen week period. Depreciation remained flat due to a
slight decrease in capital expenditures.

The effective income tax rate was 38.0% in the third thirteen weeks of fiscal
2002, consistent with the prior fiscal year and the prior thirteen-week period.

Cash and cash equivalents decreased $2,139,000 (16.5%) to $10,835,000 during
the first thirty-nine weeks of the 2002 fiscal year. The principal items
favorably affecting the $2,750,000 net cash provided by operating activities
were net income of $2,620,000 and depreciation of $3,295,000 offset by an
increase in accounts receivable of $2,563,000, reductions in accounts payable
and accrued expenses of $1,751,000 and a reduction in non-current liabilities
of $1,641,000.

Cash used in investing activities for the third thirteen weeks of fiscal 2002
consisted of $2,696,000 in additions to property, plant and equipment. This
amount reflects the Companys continued investment in processing,
transportation and information technology equipment.

Cash used for financing activities consisted of cash dividends in the amount of
$2,193,000 and $2,219,000, respectively, in the first thirty-nine weeks of
fiscal years 2002 and 2001. The slight decline in cash dividends reflects
additional purchases of common shares under the Companys stock repurchase
program implemented November 1999.

The Company remained free of interest bearing debt during the first thirty-nine
weeks of 2002. The Companys revolving line of credit with Bank of America
expires April 30, 2004 and provides for borrowings up to $2,000,000. The
Company has not borrowed under this line for more than fifteen consecutive
years.

The impact of inflation on the Companys financial position and results of
operations has not been significant. Management is of the opinion that the
Companys strong financial position and its capital resources are sufficient to
provide for its operating needs and capital expenditures.




Item 3.

Quantitative and Qualitative Disclosures about Market Risk

The Company does not have significant domestic or foreign currency exposure at
August 2, 2002. The Companys financial instruments consist of cash and cash
equivalents and life insurance policies at August 2, 2002. The carrying value
of the Companys financial instruments approximated their fair market values
based on current market prices and rates. It is not the Companys policy to
enter into derivative financial instruments.

A significant customer of the Company filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code on January 22,
2002. This customer comprised approximately 6% of revenue during fiscal year
2001 and 7% of revenues in fiscal years 2000 and 1999. This event did not
materially impact the Companys financial position or results of operations for
the fiscal year ended November 2, 2001. As of August 2, 2002, the Company has
approximately $2,600,000 in pre-petition accounts receivable from this
customer, substantially all of which relates to first quarter sales.
Management has allocated bad debt reserves of approximately $1.1 million
related to this customer. Management believes that total company reserves of
$1,818,000 will be adequate to cover anticipated losses related to all
customers at August 2, 2002. It is possible that the Company may need to
further increase its reserve for bad debts as a result of the outcome of these
bankruptcy proceedings.

Page 8 of 10 pages



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                        |  |                                                              |  |                                                      
|----------------------- |  | ------------------------------------------------------------ |  | -----------------------------------------------------
|                        |  | BRIDGFORD FOODS CORPORATION
                    (Registrant)
|                       
|                        |  | By:                                                          |  | /s/ Robert E. Schulze                                
|September 13, 2002
Date |  |                                                              |  | R. E. Schulze, President,
Principal Financial Officer




Certifications

I, Allan L. Bridgford, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Bridgford
Foods Corporation;                                                                                                                                                                                                                                                
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report; and
|
| | 3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this quarterly report.                       

Dated: September 13, 2002



| | /s/ Allan L. Bridgford
        Allan L. Bridgford, Chairman
(Principal Executive Officer)
| | -----------------------------------------------------------------------------------------

I, Robert E. Schulze, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Bridgford
Foods Corporation;                                                                                                                                                                                                                                                
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report; and
|
| | 3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this quarterly report.                       

Dated: September 13, 2002



| | /s/ Robert E. Schulze
Robert E. Schulze, Chairman
(Principal Financial Officer)
| | -------------------------------------------------------------------------------

Page 9 of 10 pages



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##### Table of Contents






Part II. Other Information




Item 6. Exhibit Index

|            |  |                                                                                                                                                                 
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                     
|            |  |                                                                                                                                                                 
|           
|3.5         |  | Restated Articles of Incorporation, dated December 29, 1989 (filed as Exhibit 3.5 to
Form 10 on January 28, 1993 and incorporated herein by reference)          
|           
|3.6         |  | Amendment to Articles of Incorporation, dated July 27, 1990 (filed as Exhibit 3.6 to
Form 10 on January 28, 1993 and incorporated herein by reference)          
|           
|3.7         |  | By-laws, as amended (filed as Exhibit 2 to Form 10 on January 28, 1993 and
incorporated herein by reference)                                                    
|           
|10.1        |  | Bridgford Foods Corporation Defined Benefit Pension Plan (filed as Exhibit 10.1 to
Form 10 on January 28, 1993 and incorporated herein by reference).*          
|           
|10.2        |  | Bridgford Foods Corporation Supplemental Executive Retirement Plan (filed as
Exhibit 10.3 to Form 10 on January 28, 1993 and incorporated herein by reference).*
|           
|10.3        |  | Bridgford Foods Corporation Deferred Compensation Savings Plan (filed as Exhibit
10.3 to Form 10 on January 28, 1993 and incorporated herein by reference).*    
|           
|99.1        |  | Certification of Chairman (principal executive officer) pursuant to 18 U.S. Section
1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
|           
|99.2        |  | Certification of President (principal financial officer) pursuant to 18 U.S. Section
1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Compensation plan, contract or arrangement required to be filed as an exhibit
pursuant to applicable rules of the Securities and Exchange Commission.

Page 10 of 10 pages