##### 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 January 23, 2004

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 |  | (I.R.S. Employer      
|incorporation or organization)  |  | 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 March 8, 2004 the
registrant had 10,246,000 shares of common
stock outstanding.

Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of The Exchange Act).

|         |  |         
|-------- |  | --------
|Yes [  ] |  | No [ X ]

|                    |  |                   
|------------------- |  | ------------------
|(end of cover page) |  | Page 1 of 12 pages





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TABLE OF CONTENTS



|                              |                                                                                               |                                                           |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | --------------------------------------------------------- |  |  |  |  |  | 
|Part I. Financial Information
|                              | Item 1                                                                                       
|                              |                                                                                               | 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                           
|                              | Item 4. Controls and Procedures                                                              
|Part II. Other Information   
|                              | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                   
|EXHIBIT INDEX                
|EXHIBIT 31.1                 
|EXHIBIT 31.2                 
|EXHIBIT 32.1                 
|EXHIBIT 32.2                 



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##### Table of Contents



BRIDGFORD FOODS CORPORATION
FORM 10-Q QUARTERLY REPORT
INDEX

References to Bridgford Foods or the Company contained in this Quarterly Report on Form 10-Q refer to
Bridgford Foods Corporation.

|                              |                                                                                               |                                                                                                                                                              |    |      |   | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------ | -- | ---- | - | 
|                              |                                                                                               |                                                                                                                                                              |    | Page
|Part I. Financial Information |                                                                                               |                                                                                                                                                              |    |     
|                              | Item 1. Financial Statements                                                                  |                                                                                                                                                              |    |      |  
|                              |                                                                                               | a. Consolidated Condensed Balance Sheets at January 23, 2004 and October
31, 2003 (unaudited)                                                                |    |      | 3 | 
|                              |                                                                                               | b. Consolidated Condensed Statements of Income for the twelve weeks ended January 23, 2004
and twelve weeks ended January 24, 2003 (unaudited)               |    |      | 4 | 
|                              |                                                                                               | c. Consolidated Condensed Statements of Shareholders Equity for the twelve weeks ended
January 23, 2004 and twelve weeks ended January 24, 2003 (unaudited) |    |      | 4 | 
|                              |                                                                                               | d. Consolidated Condensed Statements of Cash Flows for the twelve weeks ended January 23, 2004
and twelve weeks ended January 24, 2003 (unaudited)           |    |      | 5 | 
|                              |                                                                                               | e. Notes to Consolidated Condensed Financial Statements (unaudited)                                                                                          |    |      | 6 | 
|                              | Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations |                                                                                                                                                              |    | 8    |  
|                              | Item 3. Quantitative and Qualitative Disclosures about Market Risk                            |                                                                                                                                                              |    | 10   |  
|                              | Item 4. Controls and Procedures                                                               |                                                                                                                                                              |    | 10   |  
|Part II. Other Information    |                                                                                               |                                                                                                                                                              |    |     
|                              | Item 6. Exhibit and Reports on Form 8-K                                                       |                                                                                                                                                              |    | 11   |  
|Signatures                    |                                                                                               |                                                                                                                                                              | 12 |     

Items 1-5 of Part II. have been omitted because they are not applicable with respect to the current
reporting period.

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Part I. Financial Information




Item 1. a.




BRIDGFORD FOODS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands, except per share amounts)

|                                                                                    |                                                                                                            |                           |        |             |        |            |        |        |        | 
|----------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------- | ------------------------- | ------ | ----------- | ------ | ---------- | ------ | ------ | ------ | 
|                                                                                    |                                                                                                            |                           |        | January 23  |        | October 31
|                                                                                    |                                                                                                            |                           |        | 2004        |        | 2003      
|                                                                                    |                                                                                                            |                           |        | (Unaudited) |        |           
|ASSETS                                                                              |                                                                                                            |                           |        |             |        |            |        |       
|Current assets:                                                                     |                                                                                                            |                           |        |             |        |            |        |       
|                                                                                    | Cash and cash equivalents                                                                                  |                           | $      | 14,067      |        |            | $      | 12,196 |       
|                                                                                    | Accounts receivable, less allowance
for doubtful accounts of $1,292
and $1,429                             |                           |        | 10,987      |        |            |        | 12,273 |       
|                                                                                    | Inventories (Note 2)                                                                                       |                           |        | 15,822      |        |            |        | 18,033 |       
|                                                                                    | Prepaid expenses and other current assets                                                                  |                           |        | 3,090       |        |            |        | 3,184  |       
|                                                                                    |                                                                                                            |                           |        |             |        |            |        |       
|                                                                                    |                                                                                                            | Total current assets      |        |             | 43,966 |            |        |        | 45,686 | 
|Property, plant and equipment, less
accumulated depreciation of $44,098
and $43,084 |                                                                                                            |                           | 17,742 |             |        |            | 17,735 |       
|Other non-current assets                                                            |                                                                                                            |                           | 12,357 |             |        |            | 12,506 |       
|                                                                                    |                                                                                                            |                           |        |             |        |            |        |       
|                                                                                    |                                                                                                            | $                         | 74,065 |             |        | $          | 75,927 |       
|                                                                                    |                                                                                                            |                           |        |             |        |            |        |       
|LIABILITIES AND SHAREHOLDERS EQUITY                                                |                                                                                                            |                           |        |             |        |            |        |       
|Current liabilities:                                                                |                                                                                                            |                           |        |             |        |            |        |       
|                                                                                    | Accounts payable                                                                                           |                           | $      | 3,416       |        |            | $      | 4,705  |       
|                                                                                    | Accrued payroll and other expenses                                                                         |                           |        | 8,102       |        |            |        | 7,784  |       
|                                                                                    |                                                                                                            |                           |        |             |        |            |        |       
|                                                                                    |                                                                                                            | Total current liabilities |        |             | 11,518 |            |        |        | 12,489 | 
|                                                                                    |                                                                                                            |                           |        |             |        |            |        |       
|Non-current liabilities                                                             |                                                                                                            |                           | 10,833 |             |        |            | 11,105 |       
|                                                                                    |                                                                                                            |                           |        |             |        |            |        |       
|Contingencies and commitments (Note 5)                                              |                                                                                                            |                           |        |             |        |            |        |       
|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 - 10,255 and 10,276 shares |                           |        | 10,312      |        |            |        | 10,333 |       
|                                                                                    | Capital in excess of par value                                                                             |                           |        | 16,188      |        |            |        | 16,340 |       
|                                                                                    | Retained earnings                                                                                          |                           |        | 26,875      |        |            |        | 27,026 |       
|                                                                                    | Accumulated other comprehensive loss                                                                       |                           |        | (1,661      | )      |            |        | (1,366 | )     
|                                                                                    |                                                                                                            |                           |        |             |        |            |        |       
|                                                                                    |                                                                                                            |                           | 51,714 |             |        |            | 52,333 |       
|                                                                                    |                                                                                                            |                           |        |             |        |            |        |       
|                                                                                    |                                                                                                            | $                         | 74,065 |             |        | $          | 75,927 |       
|                                                                                    |                                                                                                            |                           |        |             |        |            |        |       

See accompanying notes to consolidated condensed financial statements.

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Item 1. b.




BRIDGFORD FOODS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)

|                                              |  |                                          |        |                |  |    |        |  
|--------------------------------------------- |  | ---------------------------------------- | ------ | -------------- |  | -- | ------ | -
|                                              |  | (in thousands, except per share amounts)
|                                              |  |                                         
|                                              |  | 12 weeks ended                           |        | 12 weeks ended
|                                              |  |                                          |        |               
|                                              |  | January 23                               |        | January 24    
|                                              |  | 2004                                     |        | 2003          
|Net sales                                     |  | $                                        | 35,322 |                |  | $  | 32,445 |  
|                                              |  |                                          |        |                |  |    |        |  
|Cost of products sold,
excluding depreciation |  |                                          | 23,866 |                |  |    | 21,158 |  
|Selling, general and
administrative expenses  |  |                                          | 10,664 |                |  |    | 10,542 |  
|Depreciation                                  |  |                                          | 1,014  |                |  |    | 991    |  
|                                              |  |                                          |        |                |  |    |        |  
|                                              |  |                                          | 35,544 |                |  |    | 32,691 |  
|                                              |  |                                          |        |                |  |    |        |  
|Loss before taxes                             |  |                                          | (222   | )              |  |    | (246   | )
|Income tax benefit                            |  |                                          | (84    | )              |  |    | (93    | )
|                                              |  |                                          |        |                |  |    |        |  
|Net loss                                      |  | ($                                       | 138    | )              |  | ($ | 153    | )
|                                              |  |                                          |        |                |  |    |        |  
|Basic loss per share                          |  | ($                                       | .01    | )              |  | ($ | .01    | )
|                                              |  |                                          |        |                |  |    |        |  
|Basic shares computed                         |  |                                          | 10,265 |                |  |    | 10,448 |  
|                                              |  |                                          |        |                |  |    |        |  
|Diluted loss per share                        |  | ($                                       | .01    | )              |  | ($ | .01    | )
|                                              |  |                                          |        |                |  |    |        |  
|Diluted shares computed                       |  |                                          | 10,265 |                |  |    | 10,448 |  
|                                              |  |                                          |        |                |  |    |        |  
|Cash dividends paid per share                 |  | $                                        | .03    |                |  | $  | .05    |  
|                                              |  |                                          |        |                |  |    |        |  




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

|                 |                                 |  |              |     |           |   |          |     |               |   |         |      |   |   |        |      |       |  |             |   | 
|---------------- | ------------------------------- |  | ------------ | --- | --------- | - | -------- | --- | ------------- | - | ------- | ---- | - | - | ------ | ---- | ----- |  | ----------- | - | 
|                 |                                 |  |              |     |           |   |          |     |               |   |         |      |   |   |        |      |       |  | Accumulated
|                 |                                 |  |              |     |           |   |          |     |               |   | Capital |      |   |   |        |      | other
|                 |                                 |  | Common Stock |     | in excess |   | Retained |     | comprehensive
|                 |                                 |  | Shares       |     | Amount    |   | of par   |     | earnings      |   | loss   
|                 |                                 |  |              |     |           |   |          |     |               |   |        
|November 1, 2002 |                                 |  | 10,448       |     |           | $ | 10,505   |     |               | $ | 17,475  |      |   | $ | 27,776 |      |       |  | ($1,366     | )
|                 | Net loss                        |  |              |     |           |   |          |     |               |   |         |      |   |   |        | (153 | )     |  |             |   | 
|                 | Cash dividends
($.05 per share) |  |              |     |           |   |          |     |               |   |         |      |   |   |        | (522 | )     |  |             |   | 
|                 |                                 |  |              |     |           |   |          |     |               |   |         |      |   |   |        |      |       |  |             |  
|January 24, 2003 |                                 |  | 10,448       |     |           | $ | 10,505   |     |               | $ | 17,475  |      |   | $ | 27,101 |      |       |  | ($1,366     | )
|                 |                                 |  |              |     |           |   |          |     |               |   |         |      |   |   |        |      |       |  |             |  
|October 31, 2003 |                                 |  | 10,276       |     |           | $ | 10,333   |     |               | $ | 16,340  |      |   | $ | 27,321 |      |       |  | ($1,661     | )
|                 | Net loss                        |  |              |     |           |   |          |     |               |   |         |      |   |   |        | (138 | )     |  |             |   | 
|                 | Shares repurchased              |  |              | (21 | )         |   |          | (21 | )             |   |         | (152 | ) |   |        |      |       |  |             |   | 
|                 | Cash dividends
($.03 per share) |  |              |     |           |   |          |     |               |   |         |      |   |   |        | (308 | )     |  |             |   | 
|                 |                                 |  |              |     |           |   |          |     |               |   |         |      |   |   |        |      |       |  |             |  
|January 23, 2004 |                                 |  | 10,255       |     |           | $ | 10,312   |     |               | $ | 16,188  |      |   | $ | 26,875 |      |       |  | ($1,661     | )
|                 |                                 |  |              |     |           |   |          |     |               |   |         |      |   |   |        |      |       |  |             |  

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)

|                                                 |                                                      |                                             |                                           |       |        |                |        |                |       |       |   | 
|------------------------------------------------ | ---------------------------------------------------- | ------------------------------------------- | ----------------------------------------- | ----- | ------ | -------------- | ------ | -------------- | ----- | ----- | - | 
|                                                 |                                                      |                                             |                                           |       |        | 12 weeks ended |        | 12 weeks ended
|                                                 |                                                      |                                             |                                           |       |        |                |        |               
|                                                 |                                                      |                                             |                                           |       |        | January 23     |        | January 24    
|                                                 |                                                      |                                             |                                           |       |        | 2004           |        | 2003          
|                                                 |                                                      |                                             |                                           |       |        | (in thousands) |        | (in thousands)
|Cash flows from operating activities:            |                                                      |                                             |                                           |       |        |                |        |               
|                                                 | Net loss                                             |                                             |                                           | ($138 | )      |                |        | ($153          | )    
|                                                 | Income charges not affecting cash:                   |                                             |                                           |       |        |                |        |                |      
|                                                 |                                                      | Depreciation                                |                                           |       | 1,014  |                |        |                | 991   |      
|                                                 |                                                      | Provision for losses on accounts receivable |                                           |       | 0      |                |        |                | 177   |      
|                                                 | Effect on cash of changes in assets and liabilities: |                                             |                                           |       |        |                |        |                |      
|                                                 |                                                      | Accounts receivable                         |                                           |       | 1,286  |                |        |                | (305  | )    
|                                                 |                                                      | Inventories                                 |                                           |       | 2,211  |                |        |                | 4,293 |      
|                                                 |                                                      | Prepaid expenses and other current assets   |                                           |       | 94     |                |        |                | (232  | )    
|                                                 |                                                      | Other non-current assets                    |                                           |       | 149    |                |        |                | (1    | )    
|                                                 |                                                      | Accounts payable                            |                                           |       | (1,289 | )              |        |                | (722  | )    
|                                                 |                                                      | Accrued payroll and other expenses          |                                           |       | 318    |                |        |                | 75    |      
|                                                 |                                                      | Non-current liabilities                     |                                           |       | (272   | )              |        |                | (914  | )    
|                                                 |                                                      |                                             |                                           |       |        |                |        |               
|                                                 |                                                      |                                             | Net cash provided by operating activities |       |        | 3,373          |        |                |       | 3,209 |  
|                                                 |                                                      |                                             |                                           |       |        |                |        |               
|Cash used in investing activities:               |                                                      |                                             |                                           |       |        |                |        |               
|                                                 |                                                      | Additions to property, plant and equipment  |                                           |       | (1,021 | )              |        |                | (666  | )    
|                                                 |                                                      |                                             |                                           |       |        |                |        |               
|Cash used in financing activities:               |                                                      |                                             |                                           |       |        |                |        |               
|                                                 |                                                      | Shares repurchased                          |                                           |       | (173   | )              |        |                | 0     |      
|                                                 |                                                      | Cash dividends paid                         |                                           |       | (308   | )              |        |                | (522  | )    
|                                                 |                                                      |                                             |                                           |       |        |                |        |               
|                                                 |                                                      |                                             | Net cash used in financing activities     |       |        | (481           | )      |                |       | (522  | )
|                                                 |                                                      |                                             |                                           |       |        |                |        |               
|Net increase in cash and cash equivalents        |                                                      |                                             | 1,871                                     |       |        |                | 2,021  |               
|Cash and cash equivalents at beginning of period |                                                      |                                             | 12,196                                    |       |        |                | 10,305 |               
|                                                 |                                                      |                                             |                                           |       |        |                |        |               
|Cash and cash equivalents at end of period       |                                                      | $                                           | 14,067                                    |       |        | $              | 12,326 |               
|                                                 |                                                      |                                             |                                           |       |        |                |        |               
|Cash paid for income taxes                       |                                                      | $                                           | 0                                         |       |        | $              | 0      |               
|                                                 |                                                      |                                             |                                           |       |        |                |        |               

See accompanying notes to consolidated condensed financial statements.

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Item 1.d.

BRIDGFORD FOODS CORPORATION




NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)

Note 1 - General Comments

The unaudited consolidated condensed financial statements of the Company for the
twelve weeks ended January 23, 2004 and the twelve weeks ended January 24, 2003 have
been prepared in conformity with the accounting principles described in the Companys 2003
Annual Report to Shareholders (the Annual Report) 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 Annual
Report.

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 year 2002.
In fiscal year 2002, the provision for losses on accounts receivable was increased by $3,750,000
due to the bankruptcy of a significant customer and collectibility issues related to other
significant accounts.

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

Note 2 - Inventories

Inventories are comprised as follows at the respective periods:

|                               |  |                |        |                |  |   |        | 
|------------------------------ |  | -------------- | ------ | -------------- |  | - | ------ | 
|                               |  | January 23     |        | October 31    
|                               |  | 2004           |        | 2003          
|                               |  | (in thousands) |        | (in thousands)
|Meat, ingredients
and supplies |  | $              | 3,750  |                |  | $ | 3,229  | 
|Work in progress               |  |                | 1,851  |                |  |   | 1,850  | 
|Finished goods                 |  |                | 10,221 |                |  |   | 12,954 | 
|                               |  |                |        |                |  |   |        | 
|                               |  | $              | 15,822 |                |  | $ | 18,033 | 
|                               |  |                |        |                |  |   |        | 

Note 3 - Basic and diluted earnings per share

The Company had employee stock options outstanding totaling 250,000 at the twelve week
period ended January 23, 2004 and January 24, 2003. The effect of the employee stock options
outstanding for the twelve weeks ended January 23, 2004 and January 24, 2003 was not included
in the calculation of diluted shares and diluted earnings per share.

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Note 4 - Stock-Based Compensation

The Company applies the provisions of Accounting Principles Board (APB) Opinion No. 25,
Accounting for Stock Issued to Employees, in accounting for stock-based compensation;
therefore, no compensation expense has been recognized for its fixed stock option plans as
options generally are granted at fair market value based upon the closing price on the date
immediately preceding the grant date. The Company has adopted the disclosure requirements
for SFAS No. 123, Accounting for Stock-Based Compensation. On December 31, 2002, the
FASB issued SFAS No. 148, Accounting for Stock Based Compensation-Transition and
Disclosure, which amends SFAS No. 123. SFAS No. 148 requires more prominent and frequent
disclosures about the effects of stock-based compensation. Accordingly, if compensation
expense for the Companys stock options had been recognized, based upon the fair value of
awards granted, the Companys net income and earnings per share would have been reduced
to the following pro forma amounts:

|                                            |  |                                          |        |                |  |    |        |  
|------------------------------------------- |  | ---------------------------------------- | ------ | -------------- |  | -- | ------ | -
|                                            |  | (in thousands, except per share amounts)
|                                            |  |                                         
|                                            |  | 12 weeks ended                           |        | 12 weeks ended
|                                            |  |                                          |        |               
|                                            |  | January 23                               |        | January 24    
|                                            |  | 2004                                     |        | 2003          
|Net income, as reported                     |  | ($                                       | 138    | )              |  | ($ | 153    | )
|Proforma adjustment                         |  |                                          | 0      |                |  |    | 19     |  
|                                            |  |                                          |        |                |  |    |        |  
|Proforma net income                         |  | ($                                       | 138    | )              |  | ($ | 134    | )
|                                            |  |                                          |        |                |  |    |        |  
|Net income per share:                       |  |                                          |        |                |  |    |        |  
|Basic - as reported                         |  | ($                                       | 0.01   | )              |  | ($ | 0.01   | )
|                                            |  |                                          |        |                |  |    |        |  
|Basic - proforma                            |  | ($                                       | 0.01   | )              |  | ($ | 0.01   | )
|                                            |  |                                          |        |                |  |    |        |  
|Diluted
- as reported                       |  | ($                                       | 0.01   | )              |  | ($ | 0.01   | )
|                                            |  |                                          |        |                |  |    |        |  
|Diluted - proforma                          |  | ($                                       | 0.01   | )              |  | ($ | 0.01   | )
|                                            |  |                                          |        |                |  |    |        |  
|Weighted average shares
shares outstanding: |  |                                          |        |                |  |    |        |  
|Basic                                       |  |                                          | 10,265 |                |  |    | 10,448 |  
|                                            |  |                                          |        |                |  |    |        |  
|Diluted                                     |  |                                          | 10,265 |                |  |    | 10,448 |  
|                                            |  |                                          |        |                |  |    |        |  

The pro forma amounts were estimated using the Black-Scholes option-pricing model. No
options were granted during the first quarter of fiscal year ending October 29, 2004.

Note 5 - Contingencies and commitments

The Company leases certain transportation and computer equipment under leases expiring in
2006. The terms of the transportation lease provide for annual renewal options and contingent rental
payments based on the Consumer Price Index.

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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 Annual Report on Form 10-K for the
fiscal year ended October 31, 2003. 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. The
Company undertakes no obligation to publicly release the results of any
revisions to these forward-looking statements that may be made to reflect
events or circumstances after the date hereof, or to reflect the occurrence of
unanticipated events.

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

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported revenues and expenses during the respective
reporting periods. Actual results could differ from those estimates. Amounts
estimated related to liabilities for pension costs, self-insured workers
compensation and employee healthcare are especially subject to inherent
uncertainties and these estimated liabilities may ultimately settle at amounts
not originally estimated. Management believes its current estimates are
reasonable and based on the best information available at the time.

The Companys credit risk is diversified across a broad range of customers and
geographic regions. Losses due to credit risk have historically been
immaterial although losses in fiscal year 2002 were significant. In fiscal year
2002, the provision for losses on accounts receivable was increased by
$3,750,000 due to the bankruptcy of a significant customer and collectibility
issues related to other significant accounts. The provision for losses on
accounts receivable is based on historical trends and current collectibility
risk. The Company has significant amounts receivable with a few large, well
known customers which, although historically collectible, could be subject to
material risk should these customers operations suddenly deteriorate. The
Company monitors these customers closely to minimize the risk of loss. One
customer comprised 14.5% of revenues and 17.8% of accounts receivable in the
first quarter of fiscal year 2004.

Revenues are recognized upon passage of title to the customer typically upon
product shipment or delivery to customers. Products are delivered to customers
through the Companys own fleet or through a Company-owned direct store
delivery system.

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.

Results of Operations for the Twelve Weeks ended January 23, 2004 and
Twelve Weeks ended January 24, 2003.

Net Sales increased by $2,877,000 (8.9%) to $35,322,000 in the first
twelve-weeks of the 2004 fiscal year compared to the twelve-week period last
year. The primary reason for the increase was higher unit sales volume between
comparative quarters. The increase was primarily achieved with large holiday
season displays of the Companys products placed with certain significant
customers. Average selling prices per unit also increased

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

slightly on a comparative basis. Average weekly sales increased $146,000
(5.2%) for the first twelve weeks of
the 2004 fiscal year when compared to the prior sixteen-week period ended
October 31, 2003 (not shown). This increase in average weekly sales occurred
primarily due to higher unit sales volume.

Cost of products sold increased by $2,708,000 (12.8%) in the first twelve weeks
of the 2004 fiscal year to $23,866,000 compared to the twelve-week period in
2003. This increase is consistent with the increased sales volume. The gross
margin decreased on a comparative basis due primarily to higher meat commodity
costs compared to the comparative period. For the twelve week period, flour
costs were slightly more favorable than the comparative period. Production
facility utilization increased at the Companys meat processing operations.
However, this increase was offset by lower production volume in the Companys
bread processing operations. Compared to the prior sixteen-week period (not
shown), the average weekly cost of products sold increased $198,000 (11.1%) for
the first twelve weeks of fiscal year 2004. This increase is consistent with
the increased sales volume.

Selling, general and administrative expenses increased by $122,000 (1.2%) to
$10,664,000 in the first twelve weeks of 2004 compared to the twelve-week
period last year. The increase primarily relates to higher commissions paid on
increased sales. As a percentage of sales, this category decreased due to
lower advertising and general and administrative expenses compared to the prior
year as a result of aggressive cost cutting programs instituted by management.
The provision for losses on accounts receivable was also reduced due to lower
exposure to collection losses. Costs related to employee healthcare and
transportation moderated slightly although the cost of employee pension and
workers compensation continued to increase. Compared to the prior sixteen-week

period (not shown), average weekly selling, general and administrative expenses
increased by $51,000 (6.05%). This is consistent with the increased sales
volume offset by the factors noted above.

Depreciation expense increased by $23,000 (2.3%) in the first twelve weeks of
the 2004 fiscal year compared to the twelve-week period in 2003. The changes
in depreciation expense were insignificant to the results of the quarter.
Average weekly depreciation expense increased $1,000 (0.9%) for the first
twelve weeks of fiscal 2004 compared to the prior sixteen-week period (not
shown). The effective income tax rate was 38.0% in the first twelve weeks of
fiscal 2004, consistent with the prior fiscal year and the prior sixteen-week
period.

Liquidity and Capital Resources

Net cash from operating activities was $3,373,000 for the first twelve weeks of
the 2004 fiscal year despite an operating loss of $138,000 due principally to
the liquidation of accounts receivable and inventory. The Company utilized
cash flow for additions to property, plant and equipment, share repurchases,
and cash dividends. As a result cash and cash equivalents increased $1,871,000
(15.3%) to $14,067,000. The additions to property, plant and equipment reflect
the Companys continued investment in processing, transportation and
information technology equipment. Cash dividends paid in the first quarter
declined from the comparable period in the prior year from $522,000 to
$308,000. The decline reflects the decrease in cash dividends from $0.05 to
$0.03 per share. The Company also repurchased 20,326 shares of its common
stock for $173,000 during the first twelve weeks of 2004. The average price
per share of such repurchased shares was $8.50.

The Company remained free of interest bearing debt during the first twelve
weeks of 2004. 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 seventeen 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 financial position and its capital resources are sufficient to
provide for its operating needs and capital expenditures.

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Item 3.

Quantitative and Qualitative Disclosures about Market Risk

The Company does not have significant foreign currency exposure at January 23,
2004. The Companys financial instruments consist of cash and cash equivalents
and life insurance policies at January 23, 2004. 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.

The Company purchases bulk flour under short-term fixed price contracts during
the normal course of business. Under these arrangements, the Company is
obligated to purchase specific quantities at fixed prices, within the specified
contract period. These contracts provide for automatic price increases if
agreed quantities are not delivered. No significant contracts remained
unfulfilled at January 23, 2004.




Item 4.

Controls and Procedures

An evaluation as of the end of the period covered by this annual report was
carried out under the supervision and with the participation of the Companys
management, including the Companys Chairman and Chief Financial Officer, of
the effectiveness of the design and operation of the Companys disclosure
controls and procedures, as such term is defined under Rules 13a-15(e) and 15d
-15(e) promulgated under the Securities Exchange Act of 1934. Based upon that
evaluation, the Companys Chairman and Chief Financial Officer concluded that
the Companys disclosure controls and procedures were effective.

The Companys management, including the Companys Chairman and Chief Financial
Officer, has evaluated any changes in the Companys internal control over
financial reporting that occurred during quarter ended January 23, 2004, and
has concluded that there was no change such reporting period that has
materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting.

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Part II. Other Information




Item 6.

Exhibits and Reports on Form 8-K

(a)  Exhibits.

|            |  |                                                                                                                                                                  
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                      
|            |  |                                                                                                                                                                  
|3.5         |  | Restated Articles of Incorporation, dated December 29, 1989
(filed as Exhibit 3.5 to Form 10K 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 10K on January 28, 1993 and
incorporated herein by reference).         
|            |  |                                                                                                                                                                  
|3.7         |  | By-laws, as amended (filed as Exhibit 2 to Form 10K 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 10K 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 10K 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 10K on January 28, 1993 and
incorporated herein by reference).*    
|            |  |                                                                                                                                                                  
|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.                            

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

(b)  Reports on Form 8-K.

The registrant did not file any reports on Form 8-K during the fiscal
quarter ended January 23, 2004.

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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/   Raymond F. Lancy                     
|                      |  |                             |  |                                            
|Date:   March 8, 2004 |  |                             |  | Raymond F. LancyPrincipal Financial Officer

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EXHIBIT INDEX

|            |  |                                                                                                                                                                  
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                      
|            |  |                                                                                                                                                                  
|3.5         |  | Restated Articles of Incorporation, dated December 29, 1989
(filed as Exhibit 3.5 to Form 10K 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 10K on January 28, 1993 and
incorporated herein by reference).         
|            |  |                                                                                                                                                                  
|3.7         |  | By-laws, as amended (filed as Exhibit 2 to Form 10K 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 10K 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 10K 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 10K on January 28, 1993 and
incorporated herein by reference).*    
|            |  |                                                                                                                                                                  
|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.                            

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