**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C.  20549**

**FORM 10-Q**

**(Mark one)**

**x  QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d) OF**THE SECURITIES AND EXCHANGE ACT OF1934

**Forthe quarterly period ended January 26, 2007**

**OR**

**o  TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF**THE SECURITIES EXCHANGE ACT OF 1934

**Forthe transition period from**

**Commissionfile number 0-2396**

**BRIDGFORD FOODS CORPORATION**

(Exact name ofRegistrant as specified in its charter)

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

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

(Address ofprincipal executive offices-Zip code)

**714-526-5533**

(Registrant’stelephone number, including area code)

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months ( or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.

| Yes  x |   |   |   | No  o |
|------------------|--------|--------|--------|-----------------|

Indicate by check mark whether the registrant is alarge accelerated filer, anaccelerated filer, or a non-accelerated filer.  See definition of “accelerated filer andlarge accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

| Large accelerated filer  o |   | Accelerated  Filer  o |   | Non-accelerated  filer  x |
|--------------------------------------|--------|---------------------------------|--------|-------------------------------------|

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act).

| Yes  o |   |   |   | No  x |
|------------------|--------|--------|--------|-----------------|

As of March 12, 2007 theregistrant had 9,939,000 shares of common stock outstanding.

 

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**BRIDGFORDFOODS CORPORATION**

FORM 10-QQUARTERLY REPORT

INDEX

References to “BridgfordFoods” or the “Company” contained in this Quarterly Report on Form 10-Q referto Bridgford Foods Corporation.

| Part I.   Financial Information                                                                                                                        |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                        |
| Item 1.  Financial Statements                                                                                                                               |
|                                                                                                                                                        |
| a. Consolidated Condensed Balance Sheets at  January 26, 2007 (unaudited) and November 3, 2006                                                              |
|                                                                                                                                                        |
| b. Consolidated Condensed Statements of  Operations for the twelve weeks ended January 26, 2007 and January 20, 2006  (unaudited)                           |
|                                                                                                                                                        |
| c. Consolidated Condensed Statements of  Shareholders’ Equity and Comprehensive Income (Loss) for the twelve weeks  ended January 26, 2007 (unaudited) |
|                                                                                                                                                        |
| d. Consolidated Condensed Statements of Cash  Flows for the twelve weeks ended January 26, 2007 and January 20, 2006  (unaudited)                           |
|                                                                                                                                                        |
| e. Notes to Consolidated Condensed Financial  Statements (unaudited)                                                                                        |
|                                                                                                                                                        |
| Item 2. Management’s Discussion and Analysis of  Financial Condition and Results of Operations                                                         |
|                                                                                                                                                        |
| Item 3. Quantitative and Qualitative Disclosures  about Market Risk                                                                                         |
|                                                                                                                                                        |
| Item 4. Controls and Procedures                                                                                                                             |
|                                                                                                                                                        |
| Part II. Other Information                                                                                                                                  |
|                                                                                                                                                        |
| Item  1A. Risk factors                                                                                                                                      |
|                                                                                                                                                        |
| Item 2. Unregistered Sales of Equity Securities  and Use of Proceeds                                                                                        |
|                                                                                                                                                        |
| Item 6.  Exhibits                                                                                                                                           |
|                                                                                                                                                        |
| Signatures                                                                                                                                                  |

Items 1, and 3-5 of Part II. have been omitted becausethey are not applicable with respect to the current reporting period.

2

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**PartI.  Financial Information**

Item 1. a.

**BRIDGFORDFOODS CORPORATION**

**CONSOLIDATED CONDENSED BALANCE SHEETS**

(in thousands, except per share amounts)

|                                                                                                                                                           | ** ** | **January 26** | ** ** | **November 3**                                                                                                                                                 | ** ** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                                                                                                                | ** ** | **2007**            | ** ** | **2006, as restated (Note 2)**                                                                                                                  | ** ** |
| ** **                                                                                                                                                | ** ** | **(Unaudited)**     | ** ** | ** **                                                                                                                                                          | ** ** |
| **ASSETS**                                                                                                                                                |       |                |       |                                                                                                                                                                |       |
| Current assets:                                                                                                                                           |       |                |       |                                                                                                                                                                |       |
|                                                                                                                                                      |       |                |       |                                                                                                                                                                |       |
| Cash and cash equivalents                                                                                                                                 |       | $                   | 2,495      |                                                                                                                                                                | $          | 1,180 |   |
| Trading Securities                                                                                                                                        |       | 15,200              |       |                            12,200 |       |
| Accounts receivable, less allowance for doubtful  accounts of $433 and $524, respectively, and promotional allowances of $2,284  and $2,170, respectively |       | 8,059               |       | 10,222                                                                                                                                                              |       |
| Inventories (Note 3)                                                                                                                                      |       | 15,076              |       | 19,544                                                                                                                                                              |       |
| Prepaid expenses and other current assets                                                                                                                 |       | 3,104               |       | 2,767                                                                                                                                                               |       |
|                                                                                                                                                      |       |                |       |                                                                                                                                                                |       |
| Total current assets                                                                                                                                      |       | 43,934              |       | 45,913                                                                                                                                                              |       |
|                                                                                                                                                      |       |                |       |                                                                                                                                                                |       |
| Property, plant  and equipment, less  accumulated  depreciation of $54,581  and $53,941,  respectively                                          |       | 12,605              |       | 13,041                                                                                                                                                              |       |
|                                                                                                                                                      |       |                |       |                                                                                                                                                                |       |
| Other  non-current assets                                                                                                                                 |       | 14,040              |       | 13,977                                                                                                                                                              |       |
|                                                                                                                                                      |       | $                   | 70,579     |                                                                                                                                                                | $          | 72,931 |   |
|                                                                                                                                                      |       |                |       |                                                                                                                                                                |       |
| **LIABILITIES AND SHAREHOLDERS’ EQUITY**                                                                                                             |       |                |       |                                                                                                                                                                |       |
|                                                                                                                                                      |       |                |       |                                                                                                                                                                |       |
| Current  liabilities:                                                                                                                                     |       |                |       |                                                                                                                                                                |       |
|                                                                                                                                                      |       |                |       |                                                                                                                                                                |       |
| Accounts payable                                                                                                                                          |       | $                   | 2,825      |                                                                                                                                                                | $          | 3,923 |   |
| Accrued payroll, advertising and other expenses                                                                                                           |       | 9,241               |       | 10,308                                                                                                                                                              |       |
|                                                                                                                                                      |       |                |       |                                                                                                                                                                |       |
| Total current liabilities                                                                                                                                 |       | 12,066              |       | 14,231                                                                                                                                                              |       |
|                                                                                                                                                      |       |                |       |                                                                                                                                                                |       |
| Non-current  liabilities                                                                                                                                  |       | 8,118               |       | 8,514                                                                                                                                                               |       |
|                                                                                                                                                      |       |                |       |                                                                                                                                                                |       |
| Commitments  (Note 6)                                                                                                                                     |       |                |       |                                                                                                                                                                |       |
|                                                                                                                                                      |       |                |       |                                                                                                                                                                |       |
| Shareholders’  equity:                                                                                                                               |       |                |       |                                                                                                                                                                |       |
| Preferred stock, without par value  Authorized - 1,000 shares  Issued and outstanding - none                                                              |       | —              |       | —                                                                                                                                                              |       |
|                                                                                                                                                      |       |                |       |                                                                                                                                                                |       |
| Common stock, $1.00 par value  Authorized - 20,000 shares  Issued and outstanding - 9,952 and 9,958 shares                                                |       | 10,009              |       | 10,015                                                                                                                                                              |       |
| Capital in excess of par value                                                                                                                            |       | 14,202              |       | 14,235                                                                                                                                                              |       |
| Retained earnings                                                                                                                                         |       | 27,169              |       | 27,129                                                                                                                                                              |       |
| Accumulated other comprehensive loss                                                                                                                      |       | (985                | )          | (1,193                                                                                                                                                              | )          |
|                                                                                                                                                      |       | 50,395              |       | 50,186                                                                                                                                                              |       |
| ** **                                                                                                                                                |       | $                   | 70,579     |                                                                                                                                                                | $          | 72,931 |   |

See accompanying notes to consolidated condensedfinancial statements.

3

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Item 1. b.

**BRIDGFORDFOODS CORPORATION**

**CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS**

**(Unaudited)**

|                                                     | ** ** | **(in thousands, except per share amounts)** | ** ** |
|-----------------------------------------------------|------------|-----------------------------------------------------------------------|------------|
| ** **                                          | ** ** | **12 weeks ended**                                          | ** ** | **12 weeks ended** | ** ** |
| ** **                                          | ** ** | **January 26**                                                   | ** ** | **January 20** | ** ** |
| ** **                                          | ** ** | **2007**                                                              | ** ** | **2006** | ** ** |
|                                                | ** ** | ** **                                                            |       |   |   |
| Net sales                                           |       | $                                                                     | 32,314     |   | $ | 34,575 |   |
|                                                |       |                                                                  |       |   |   |
| Cost of products sold,  excluding depreciation      |       | 21,556                                                                |       | 23,553 |   |
|                                                |       |                                                                  |       |   |   |
| Selling, general and  administrative expenses       |       | 9,921                                                                 |       | 10,370 |   |
| Depreciation                                        |       | 782                                                                   |       | 892 |   |
|                                                |       | 32,259                                                                |       | 34,815 |   |
|                                                |       |                                                                  |       |   |   |
| Income (loss) before  taxes                         |       | 55                                                                    |       | (240 | ) |
|                                                |       |                                                                  |       |   |   |
| Income tax provision  (benefit)                     |       | 15                                                                    |       | (103 | ) |
|                                                |       |                                                                  |       |   |   |
| Net income (loss)                                   |       | $                                                                     | 40         |   | ($137 | ) |
|                                                |       |                                                                  |       |   |   |
|                                                |       |                                                                  |       |   |   |
| Basic and diluted  income (loss) per share (Note 4) |       | $                                                                     | .00        |   | ($.01 | ) |
|                                                |       |                                                                  |       |   |   |
| Basic and diluted shares computed                   |       | 9,955                                                                 |       | 9,973 |   |
|                                                     |            |                                                                       |            |  |  |  |  |

Item 1. c.

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

**(Unaudited)**

(in thousands)

|                                           | ** ** | ** **            | ** ** | ** **         | ** ** | ** **      | ** ** | ** **        | ** ** | **Accumulated**        | ** ** | ** ** | ** ** |
|-------------------------------------------|------------|-----------------------|------------|--------------------|------------|-----------------|------------|-------------------|------------|------------------------|------------|------------|------------|
| ** **                                | ** ** | ** **            | ** ** | ** **         | ** ** | **Capital**     | ** ** | ** **        | ** ** | **other**              | ** ** | ** ** | ** ** |
| ** **                                | ** ** | **Common Stock** | ** ** | **in excess** | ** ** | **Retained**    | ** ** | **comprehensive** | ** ** | ** **             | ** ** |
| ** **                                | ** ** | **Shares**            | ** ** | **Amount**         | ** ** | **of par** | ** ** | **earnings**      | ** ** | **income (loss)** | ** ** | **Total**  | ** ** |
| November 3, 2006                          |       | 9,958                 |       | $                  | 10,015     |            | $          | 14,235            |       | $                      | 27,129     |       | ($1,193    | ) | $ | 50,186 |   |
| Shares  repurchased                       |       | (6                    | )          | (6                 | )          | (33             | )          |              |       |                   |       | (39        | )          |
| Net income                                |       |                  |       |               |       |            |       | 40                |       |                   |       | 40         |       |
| Other  comprehensive  income (loss): |       |                  |       |               |       |            |       |              |       |                   |       |       |       |
| Unrealized loss  on investment            |       |                  |       |               |       |            |       |              |       | (6                     | )          | (6         | )          |
| Minimum pension liability                 |       |                  |       |               |       |            |       |              |       | 214                    |       | 214        |       |
| Comprehensive  income                     |       |                  |       |               |       |            |       |              |       |                   |       | 248        |       |
| January 26, 2007                          |       | 9,952                 |       | $                  | 10,009     |            | $          | 14,202            |       | $                      | 27,169     |       | ($985      | ) | $ | 50,395 |   |

See accompanying notes to consolidated condensedfinancial statements.

4

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Item 1. d.

**BRIDGFORDFOODS CORPORATION**

**CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS**

**(Unaudited)**
| ** **                                           | ** ** | **12 weeks ended** | ** ** | **12 weeks ended**                       | ** ** |
|------------------------------------------------------|------------|------------------------------|------------|----------------------------------------------------|------------|
| ** **                                           | ** ** | **January 26**          | ** ** | **January 20**                                | ** ** |
| ** **                                           | ** ** | **2007**                     | ** ** | **2006, as restated (Note 2)** | ** ** |
| ** **                                           | ** ** | **(in thousands)**      | ** ** | **(in thousands)**                            | ** ** |
|                                                 |       |                         |       |                                               |       |
| Cash flows from  operating activities:               |       |                         |       |                                               |       |
|                                                 |       |                         |       |                                               |       |
| Net income (loss)                                    |       | $                            | 40         |                                               | ($137      | ) |
|                                                 |       |                         |       |                                               |       |
| Income charges not affecting cash:                   |       |                         |       |                                               |       |
| Depreciation                                         |       | 782                          |       | 892                                                |       |
| Recovery on losses on accounts receivable            |       | (197                         | )          | (274                                               | )          |
| Gain on sale of property, plant and equipment        |       | (2                           | )          | —                                             |       |
| Effect on cash of changes in assets and liabilities: |       |                         |       |                                               |       |
| Trading Securities                                   |       | (3,000                       | )          | 1,300                                              |       |
| Accounts receivable, net                             |       | 2,360                        |       | (26                                                | )          |
| Inventories                                          |       | 4,468                        |       | 4,424                                              |       |
| Prepaid expenses and other current assets            |       | (343                         | )          | (585                                               | )          |
| Other non-current assets                             |       | (184                         | )          | (211                                               | )          |
| Accounts payable                                     |       | (1,098                       | )          | (1,400                                             | )          |
| Accrued payroll, advertising and other expenses      |       | (1,067                       | )          | (190                                               | )          |
| Non-current liabilities                              |       | (61                          | )          | 272                                                |       |
|                                                 |       |                         |       |                                               |       |
| Net cash provided by operating activities            |       | 1,698                        |       | 4,065                                              |       |
|                                                 |       |                         |       |                                               |       |
| Cash used in  investing activities:                  |       |                         |       |                                               |       |
| Proceeds from sale of property, plant and equipment  |       | 2                            |       | —                                             |       |
| Additions to property, plant and equipment           |       | (346                         | )          | (519                                               | )          |
|                                                 |       |                         |       |                                               |       |
| Net cash used in investing activities                |       | (344                         | )          | (519                                               | )          |
|                                                 |       |                         |       |                                               |       |
| Cash used in  financing activities:                  |       |                         |       |                                               |       |
| Shares repurchased                                   |       | (39                          | )          | (129                                               | )          |
|                                                 |       |                         |       |                                               |       |
| Net cash used in  financing activities               |       | (39                          | )          | (129                                               | )          |
|                                                 |       |                         |       |                                               |       |
| Net increase in  cash and cash equivalents           |       | 1,315                        |       | 3,417                                              |       |
|                                                 |       |                         |       |                                               |       |
| Cash and cash  equivalents at beginning of period    |       | 1,180                        |       | 5,855                                              |       |
|                                                 |       |                         |       |                                               |       |
| Cash and cash  equivalents at end of period          |       | $                            | 2,495      |                                               | $          | 9,272 |   |
|                                                 |       |                         |       |                                               |       |
| Cash paid for income  taxes                          |       | $                            | 0          |                                               | $          | 0 |   |

----

See accompanying notes to consolidated condensedfinancial statements.

5

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Item 1. e.

**BRIDGFORDFOODS CORPORATION**

**NOTES TO CONSOLIDATED CONDENSEDFINANCIAL STATEMENTS (Unaudited)**

(inthousands, except share and per share amounts)

Note 1 - The Company and Summary of SignificantAccounting Policies:

The unauditedconsolidated condensed financial statements of Bridgford Foods Corporation (the“Company”) for the twelve weeks ended January 26, 2007 and January 20, 2006have been prepared in conformity with the accounting principles described inthe Company’s Annual Report on Form 10-K for the fiscal year ended November 3,2006 (the “Annual Report”) and include all adjustments considered necessary bymanagement for a fair statement of the interim periods.  Such adjustments consist only of normalrecurring items.  This report should beread in conjunction with the Annual Report. Due to seasonality and other factors, interim results are not necessarilyindicative of the results to be expected for the full year.  New accounting pronouncements and theiraffect on the Company are included in Management’s Discussion and Analysis ofFinancial Condition and Results of Operations in this Form 10-Q.

Note 2 - TradingSecurities

At January 26, 2007 theCompany held $15,200 of auction rate securities, which are shown as aseparately stated current asset in the accompanying financial statements.  Auction rate securities are variable-ratebonds tied to short-term interest rates with maturities on the face of thesecurities in excess of 90 days.  TheCompany’s investments in these auction rate securities are classified astrading securities under SFAS 115, Accounting for Certain Investments in Debtand Equity Securities.  The securitiesare recorded at cost, which approximates fair market value because of theirvariable interest rates, which typically reset every 7 to 35 days.  Despite the long-term nature of their statedcontractural maturities, the Company has the intent and ability to quicklyliquidate these securities; therefore, the Company has no cumulative grossunrealized holding gains or losses, or gross unrealized gains or losses fromthese investments.  All income generatedfrom these investments was recorded as interest income.

At November 3, 2006 theCompany held $12,200 of auction rate securities, which are shown as aseparetely stated current asset in the accompanying financial statements.  The auction rate securities as of November 3,2006 have been reclassified from that which was originally presented in theCompany’s Annual Report on Form 10-K.

The ConsolidatedStatement of Cash Flow for quarter ended January 20, 2006 has been reclassed togive effect of auction rate securities activity classified as tradingsecurities.

Note 3 -Inventories:

Inventories are comprisedas follows at the respective periods:

|                                      | ** ** | **January 26** | ** ** | **November 3** | ** ** |
|--------------------------------------|------------|---------------------|------------|---------------------|------------|
| ** **                           | ** ** | **2007**            | ** ** | **2006**            | ** ** |
| Meat, ingredients  and supplies |       | $              | 3,807      |                | $     | 3,748 |   |
| Work in progress                     |       | 1,342               |       | 2,228               |       |
| Finished goods                       |       | 9,927               |       | 13,568              |       |
|                                 |       | $                   | 15,076     |                | $          | 19,544 |   |

Note 4 - Basic anddiluted earnings per share:

The Company had 250,000employee stock options outstanding during the twelve week periods ended January26, 2007 and January 20, 2006.  Theeffect of the employee stock options outstanding for the twelve weeks endedJanuary 26, 2007 and January 20, 2006 was not included in the calculation ofdiluted shares and diluted earnings per share as to do so would beanti-dilutive.  No options were grantedduring the first twelve weeks of the fiscal year ending November 2, 2007.

Note 5 - Retirement andOther Benefit Plans:

The Company hasnoncontributory-trusteed defined benefit retirement plans for sales,administrative, supervisory and certain other employees. The benefits underthese plans are primarily based on years of service and compensation levels.The Company’s funding policy is to contribute annually the maximum amountdeductible for federal income tax purposes, without regard to the plans’unfunded current liability. The measurement date for the plans is the Company’sfiscal year end.

6

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Net pension cost consisted of the following:

|                                                  | ** ** | **12 weeks ended** | ** ** | **12 weeks ended** | ** ** |
|--------------------------------------------------|------------|------------------------------|------------|------------------------------|------------|
| ** **                                       | ** ** | **January 26**          | ** ** | **January 20**          | ** ** |
| ** **                                       | ** ** | **2007**                     | ** ** | **2006**                     | ** ** |
|                                             |       |                         |       |                         |       |
| Service cost                                     |       | $                            | 61         |                         | $          | 398 |   |
| Interest cost                                    |       | 429                          |       | 440                          |       |
| Expected return on plan  assets                  |       | (462                         | )          | (353                         | )          |
| Amortization of net  loss from earlier periods   |       | —                       |       | 60                           |       |
| Amortization of  unrecognized prior service cost |       | —                       |       | 9                            |       |
| Curtailment Cost                                 |       | 47                           |       | —                       |       |
|                                             |       |                         |       |                         |       |
| Net pension cost                                 |       | $                            | 75         |                         | $          | 554 |   |

The expected Companycontribution to the plans in fiscal year 2007 is $3,476. The Company has fundedthe plans by $1,333 through the first quarter of fiscal 2007.

In the third quarter offiscal 2006, the Company froze the defined benefit pension plan accruedbenefits for members employed by the Company with administration, sales orsupervisory job classification or within a non- bargaining class.  This action is defined as a curtailment underSFAS No. 88 “Employers’ Accounting for Settlements and Curtailments of DefinedBenefit Pension Plans and for Termination Benefits” and, therefore, the Companyrecognized a curtailment loss of approximately $8.

In the fourth quarter offiscal 2006, the Company froze the defined pension benefits for employeesclassified in the “Dallas Union Group”. This action is defined as a curtailmentunder SFAS No. 88 and, therefore, the Company recognized a curtailment loss ofapproximately $47. As a result of these actions, net pension costs will bereduced in future periods.

Note 6 -Commitments:

The Company leasescertain transportation and computer equipment under operating leases.  The terms of the transportation leasesprovide for annual renewal options and contingent rental payments based uponmileage and adjustments of rental payments based on the Consumer PriceIndex.   No material changes have beenmade to these contracts during the first twelve weeks of fiscal 2007.

Note 7 - SegmentInformation:

The Company has tworeportable operating segments, Frozen Food Products (the processing anddistribution of frozen products) and Refrigerated and Snack Food Products (theprocessing and distribution of refrigerated meat and other convenience foods).

The Company evaluateseach segment’s performance based on revenues and operating income. Selling,general and administrative expenses include corporate accounting, informationsystems, human resource management and marketing, which are managed at thecorporate level. These activities are allocated to each operating segment basedon revenues and/or actual usage.

The following segment information is presented for the twelve weekperiods ended January 26, 2007 and January 20, 2006.
| **Twelve Weeks Ended  January 26, 2007** | ** ** | **Frozen Food Products** | ** ** | **Refrigeratedand Snack Food   Products** | ** ** | **Other**  | ** ** | **Elimination** | ** ** | **Totals** | ** ** |
|--------------------------------------------------------------|------------|-------------------------------|------------|------------------------------------------------|------------|------------|------------|-----------------|------------|------------|------------|
| Sales                                                        |       | $                             | 11,918     |                                           | $          | 20,396     |       | $               | —     |       | $          | — |   | $ | 32,314 |   |
| Intersegment sales                                           |       | —                        |       | 299                                            |       | —     |       | 299             |       | —     |       |
| Net sales                                                    |       | 11,918                        |       | 20,695                                         |       | —     |       | 299             |       | 32,314     |       |
| Cost of products sold,  excluding depreciation               |       | 7,462                         |       | 14,393                                         |       | —     |       | 299             |       | 21,556     |       |
| Selling, general and  administrative expenses                |       | 3,438                         |       | 6,483                                          |       | —     |       | —          |       | 9,921      |       |
| Depreciation                                                 |       | 203                           |       | 483                                            |       | 96         |       | —          |       | 782        |       |
|                                                         |       | 11,103                        |       | 21,359                                         |       | 96         |       | 299             |       | 32,259     |       |
| Income (loss) before  taxes                                  |       | 815                           |       | (664)                                          |       | (96)       |       | —          |       | 55         |       |
| Income tax provision  (benefit)                              |       | 296                           |       | (281)                                          |       | —     |       | —          |       | 15         |       |
| Net income (loss)                                            |       | $                             | 519        |                                           | $     | (383)      |       | $               | (96)       |       | $          | — |   | $ | 40 |   |
| ** **                                                   | ** ** | ** **                    | ** ** | ** **                                     | ** ** | ** ** | ** ** | ** **      | ** ** | ** ** | ** ** |
| Total assets                                                 |       | $                             | 10,411     |                                           | $          | 25,289     |       | $               | 34,879     |       | $          | — |   | $ | 70,579 |   |
| Additions to property, plant and equipment                   |       | $                             | 64         |                                           | $          | 290        |       | $               | (8         | )          | $          | — |   | $ | 346 |   |

 

7

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| ** **                                     | ** ** | ** **           | ** ** | **Refrigerated**    | ** ** | ** ** | ** ** | ** **      | ** ** | ** ** | ** ** |
|------------------------------------------------|------------|----------------------|------------|---------------------|------------|------------|------------|-----------------|------------|------------|------------|
| ** **                                     | ** ** | ** **           | ** ** | **and**             | ** ** | ** ** | ** ** | ** **      | ** ** | ** ** | ** ** |
| **Twelve Weeks Ended**               | ** ** | **Frozen Food** | ** ** | **Snack Food** | ** ** | ** ** | ** ** | ** **      | ** ** | ** ** | ** ** |
| **January 20, 2006**                 | ** ** | **Products**         | ** ** | **Products**        | ** ** | **Other**  | ** ** | **Elimination** | ** ** | **Totals** | ** ** |
| Sales                                          |       | $                    | 12,104     |                | $          | 22,471     |       | $               | —     |       | $          | — |   | $ | 34,575 |   |
| Intersegment  sales                            |       | —               |       | 717                 |       | —     |       | 717             |       | —     |       |
| Net sales                                      |       | 12,104               |       | 23,188              |       | —     |       | 717             |       | 34,575     |       |
| Cost of products  sold, excluding depreciation |       | 7,630                |       | 16,640              |       | —     |       | 717             |       | 23,553     |       |
| Selling, general  and administrative expenses  |       | 3,521                |       | 6,849               |       | —     |       | —          |       | 10,370     |       |
| Depreciation                                   |       | 290                  |       | 503                 |       | 99         |       | —          |       | 892        |       |
|                                           |       | 11,441               |       | 23,992              |       | 99         |       | 717             |       | 34,815     |       |
| Income (loss)  before taxes                    |       | 663                  |       | (804                | )          | (99        | )          | —          |       | (240       | )          |
| Income tax  provision (benefit)                |       | 236                  |       | (339                | )          | —     |       | —          |       | (103       | )          |
| Net income  (loss)                             |       | $                    | 427        |                | $          | (465       | )          | $               | (99        | )          | $          | — |   | $ | (137 | ) |
|                                           |       |                 |       |                |       |       |       |            |       |       |       |
| Total assets                                   |       | $                    | 11,405     |                | $          | 29,406     |       | $               | 30,435     |       | $          | — |   | $ | 71,246 |   |
| Additions to property,  plant and equipment    |       | $                    | 70         |                | $          | 428        |       | $               | 21         |       | $          | — |   | $ | 519 |   |

 

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**Item2****.   Management’s Discussion and Analysis ofFinancial Condition and Results of Operations**

**NOTE REGARDING FORWARD-LOOKINGSTATEMENTS**

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

**Critical Accounting Policies andManagement Estimates**

The preparation offinancial statements in conformity with generally accepted accountingprinciples requires management to make certain estimates and assumptions thataffect the reported amounts of assets and liabilities and disclosure ofcontingent assets and liabilities at the date of the financial statements andthe reported revenues and expenses during the respective reporting periods.Actual results could differ from those estimates. Amounts estimated related toliabilities for pension costs, self-insured workers’ compensation and employeehealthcare are especially subject to inherent uncertainties and these estimatedliabilities may ultimately settle at amounts not originally estimated. Anactuary updates the pension and post-retirement healthcare data on a quarterlybasis. Management believes its current estimates are reasonable and based onthe best information available at the time.

The provision fordoubtful accounts receivable is based on historical trends and currentcollectibility risk.  The Company hassignificant amounts receivable with a few large, well known customers which,although historically secure, could be subject to material risk should thesecustomers’ operations suddenly deteriorate. The Company monitors thesecustomers closely to minimize the risk of loss. Wal-Mart® comprised 14.9% of revenues for the first twelve weeks offiscal year 2007 and 21.5% of accounts receivable at the end of the firstquarter of fiscal year 2007.  Wal-Mart®comprised 12.2% of revenues for the first twelve weeks of fiscal year 2006 and17.7% of accounts receivable at the end of the first quarter of fiscal year2006.

Revenues are recognizedupon passage of title to the customer upon product pick-up, shipment ordelivery to customers as determined by applicable contracts. Products are deliveredto customers through the Company’s own fleet or through a Company-owned directstore delivery system.

The Company records thecash surrender or contract value for life insurance policies as an adjustmentof premiums paid in determining the expense or income to be recognized underthe contract for the period.

The above listing is notintended to be a comprehensive list of all the Company’s accounting policies.In many cases, the accounting treatment of a particular transaction isspecifically dictated by accounting principles generally accepted in the UnitedStates, with no need for management’s judgment in their application. There arealso areas in which management’s judgment in selecting any availablealternative would not produce a materially different result.

**Resultsof Operations for the Twelve Weeks ended January 26, 2007 and**

**Twelve Weeks ended January 20, 2006.**

**Net Sales**

Net sales decreased by$2,261,000 (6.5%) to $32,314,000 in the first twelve weeks of the 2007 fiscalyear compared to the same twelve-week period last year. The primary reason forthe sales decline was a 5.7% 

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decrease in unit volume.Advertising and promotional allowances, as a percent of sales, also increased1.9% compared to the same 12 week period last year. Unit selling pricesincreased approximately 0.6% offsetting the sales decline. Product returnlevels also decreased slightly against the comparative prior period.

Compared to the priorseventeen-week period ended November 3, 2006 (not shown), average weekly salesincreased $151,000 (5.9%).   The increaseprimarily relates to higher unit sales volume during the first twelve weeks ofthe 2007 fiscal year compared to the previous seventeen-week period. Unitselling prices were also higher than in the prior seventeen-week periodcontributing to the sales increase.

**Cost ofProducts Sold**

Cost of products solddecreased by $1,997,000 (8.5%) to $21,556,000 in the first twelve weeks of the2007 fiscal year compared to the same twelve-week period in fiscal 2006.  The decrease in cost of products sold on acomparative basis was due primarily to lower unit sales volume.  The increase in gross margin was partiallydue to lower meat commodity costs when compared to the same twelve-week periodin fiscal 2006. Although flour commodity costs increased, this trend hadminimal impact on the gross margin.

Compared to the priorseventeen-week period ended November 3, 2006 (not shown), the average weeklycost of products sold increased $205,000 (12.9%) for the first twelve weeks offiscal year 2007.  This increase isconsistent with normal seasonal trends and lower production levels.

Selling, General andAdministrative Expenses

Selling, general andadministrative expenses decreased by $449,000 (4.3%) to $9,921,000 in the firsttwelve weeks of fiscal year 2007 compared to the same twelve-week period in theprior fiscal year.  The change in thiscategory for the twelve-week period ended January 26, 2007 did not directlycorrespond to the sales decrease.  Costsfor advertising were higher and cash surrender value gains and bad debtrecoveries were lower than the comparative 12 week period.  Reductions in pension expense and higherinterest income helped offset these increases.

Compared to the priorseventeen-week period ended November 3, 2006 (not shown), average weeklyselling, general and administrative expenses increased by $19,000 (2.4%). Theincrease was primarily caused by an increase in average weekly sales. Althoughadvertising costs trended higher, lower costs for product displays and higher baddebt recoveries helped control growth of this expense category compared to theprior 17-week period.

**DepreciationExpense**

Depreciation expensedecreased by $110,000 (12.3%) to $782,000 in the first twelve weeks of the 2007fiscal year compared to the same twelve-week period in fiscal year 2006.  The decrease in depreciation expense was dueto lower capital expenditures in recent years and certain significant assetsbecoming fully depreciated in the 2007 fiscal year.

Compared to the priorseventeen-week period ended November 3, 2006 (not shown), average weeklydepreciation remained constant at $65,000.

**IncomeTaxes**

The Company recorded anincome tax provision based on an estimated annual effective tax rate of 27.4%in the first twelve weeks of fiscal 2007 as compared to 42.9% in the priorfiscal year and 38.0% for the prior seventeen-week period.  The change in the effective income tax raterelates to significant non-taxable gains on life insurance policies and revisionsto the Company’s projected tax rates related to updated estimates.

**Net Income (Loss)**

Net income in the twelveweeks ended January 26, 2007 was affected by non-taxable gain on life insurancepolicies in the amount of $185,000. Gains and losses on life insurance policiesare dependent upon the performance of the underlying equities and futureresults may produce losses of equal magnitude. Taxable investment income alsoincreased on a comparative basis during the first twelve weeks of fiscal 2007in the amount of $91,000 due to higher cash balances and an increase inshort-term interest rates.  Afterconsidering the effect of these transactions, the Company’s results were asfollows:
| ** **                                                        | ** ** | **12 Weeks Ended**   | ** ** | **12 Weeks Ended**   | ** ** |
|-------------------------------------------------------------------|------------|--------------------------------|------------|--------------------------------|------------|
| ** **                                                        | ** ** | **January 26, 2007** | ** ** | **January 20, 2006** | ** ** |
|                                                              |       |                           |       |                           |       |
| Net loss before  taxes, life insurance gain and investment income |       | $                              | (293,000   | )                              | $          | (522,000 | ) |
| Life insurance  gain and investment income                        |       | 348,000                        |       | 282,000                        |       |
| Income (loss)  before taxes                                       |       | 55,000                         |       | (240,000                       | )          |
| Income tax  provision (benefit)                                   |       | 15,000                         |       | (103,000                       | )          |
| Net income (loss)                                                 |       | $                              | 40,000     |                           | $          | (137,000 | ) |

 

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The Company presents netincome or loss before taxes, life insurance gain or loss and investment incomebecause the Company believes it is an important measure for investors to use inunderstanding the Company’s underlying operations.

**Liquidity and Capital Resources**

Net cash from operatingactivities was $1,698,000 for the first twelve weeks of the 2007 fiscal year.Operating cash was generated principally by reductions in accounts receivableand inventory. The substantial reduction in inventory in the first twelve weeksof fiscal 2007 is consistent with normal seasonal trends and a planned seasonalreduction in field inventories.  TheCompany purchased $3,000,000 in additional auction rate securities in the firsttwelve weeks of the 2007 fiscal year. The Company utilized cash flow foradditions to property, plant and equipment and share repurchases.  The net effect of these transactions resultedin a cash and cash equivalents increase during the first twelve weeks of fiscal2007 of $1,315,000 (111.4%) to $2,495,000. The additions to property, plant and equipment reflect the Company’scontinued investment in processing, transportation and information technologyequipment.

No cash dividends werepaid during the first twelve weeks of the 2007 fiscal year, as was the caseduring the first twelve weeks of the 2006 fiscal year, as the Board ofDirectors suspended the quarterly cash dividend at its May 2004 meeting inrecognition of lower profitability levels in recent quarters.

The Company remained freeof interest bearing debt during the first twelve weeks of fiscal year2007.  The Company’s revolving line ofcredit with Bank of America expires April 30, 2008 and provides for borrowingsup to $2,000,000.  The Company has notborrowed under this line for more than twenty consecutive years.

The impact of inflationon the Company’s financial position and results of operations has not beensignificant.  Management is of theopinion that the Company’s financial position and its capital resources aresufficient to provide for its near term operating needs and capitalexpenditures.

**Recently Issued Accounting Pronouncements and Interpretations**

In June 2006, theFinancial Accounting Standards Board (“FASB”) issued Interpretation No. 48, “Accountingfor Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48 “).  This Statement addressesuncertainty in tax positions recognized in a company’s financial statements andstipulates a recognition threshold and measurement of a tax position taken orexpected to be taken in a tax return. FIN 48 will apply to the Company’s fiscal year beginning November 3,2007, with earlier adoption permitted.  The Company does not expect this interpretation will have a materialimpact on the Company’s results of operations or financial position.

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

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In September 2006, theFinancial Accounting Standards Board issued FAS 158, “Employers’ Accounting forDefined Benefit Pension and Other Postretirement Plans—an amendment of FASBStatements No. 87, 88, 106, and 132(R)”. FAS 158 requires employers torecognize the over- or under-funded status of defined benefit plans and otherpostretirement plans in the statement of financial position and to recognizechanges in the funded status in the year in which the changes occur throughcomprehensive income. In addition, FAS 158 requires employers to measure thefunded status of plans as of the date of the year-end statement of financialposition. The recognition and disclosure provisions of FAS 158 are effective asof the end of for fiscal years ending after December 15, 2006 (effective forthe Company’s fiscal year ending November 2, 2007), while the requirement tomeasure plan assets and benefit obligations as of a company’s year-end date iseffective for fiscal years ending after December 15, 2008 (effective for theCompany’s fiscal year ending October 30, 2009). Based on recent preliminary analysis, the Company does not expect thatthe adoption of this statement will materially affect other comprehensiveincome, long-term liabilities and shareholders equity.

In February 2007, theFASB issued Statement of Financial Accounting Standards No. 159, “The FairValue Option for Financial Assets and Financial Liabilities” (FAS 159).  FAS 159 expands opportunities to use fairvalue measurement in financial reporting and permits entities to choose tomeasure many financial instruments and certain other items at fair value.  This Statement is effective for fiscal yearsbeginning after November 15, 2007, or our fiscal year ending October 30,2009.  The Company does not expect thisstatement will have a material impact on the Company’s results of operations orfinancial position.

**Off-BalanceSheet Arrangements**

The Company is notengaged in any “off-balance sheet arrangements” within the meaning of Item303(a)(4)(ii) of Regulation S-K.

**Item3.   Quantitative and QualitativeDisclosures regarding Market Risk**

**General Business Risks**

General risk factorsinclude, among others, the following: general economic and business conditions;the impact of competitive products and pricing; success of operatinginitiatives; development and operating costs; advertising and promotionalefforts; adverse publicity; acceptance of new product offerings; consumer trialand 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 complywith, government regulations; weather conditions; construction schedules; andother factors referenced in this Form 10-Q and in Bridgford Foods’ AnnualReport on Form 10-K for the fiscal year ended November 3, 2006. Because ofthese and other factors that may affect the Company’s operating results, pastfinancial performance should not be considered an indicator of futureperformance, and investors should not use historical trends to anticipateresults or trends in future periods. The Company expressly disclaims any intentor obligation to publicly release the results of any revisions to theseforward-looking statements that may be made to reflect events or circumstancesafter the date hereof, or to reflect the occurrence of unanticipated events.

There can be noassurances that the Company’s growth objectives will be met or that productlines will be profitable.  Anticipatedand unanticipated declines in customer demand or taste, sales softness oraggressive competition may have a material adverse effect on the Company’sresults of operations. The business is also exposed to the risk of negativepublicity, whether or not based in fact, which affects consumer perceptionsabout the health, safety or quality of food and inputs of food products.

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

**Financial Instrument Risk**

The Company’s financialinstruments generally consist of cash and cash equivalents, auction ratesecurities and life insurance policies. At January 26, 2007, the carrying value of the Company’s financialinstruments approximated their fair market values based on current marketprices and rates.  It is not the Company’spolicy to enter into derivative financial instruments.

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**Foreign Currency Risk**

The Company did not havesignificant foreign currency exposure at January 26, 2007.

**Concentration of Credit Risk**

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

**Fixed — Price Contracts Risk:**

The Company purchasesbulk flour under short-term fixed price contracts during the normal course ofbusiness. Under these arrangements, the Company is obligated to purchasespecific quantities at fixed prices, within the specified contract period.  These contracts provide for automatic priceincreases if agreed quantities are not purchased within the specified contractperiod. No significant contracts remained unfulfilled at January 26, 2007.

**Item4.  Controls and Procedures**

Management of theCompany, with the participation and under the supervision of the Company’sChairman and Chief Financial Officer, has evaluated the effectiveness of theCompany’s disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterlyreport. Based on this evaluation, the Chairman and Chief Financial Officer haveconcluded that the Company’s disclosure controls and procedures are effectiveas of the end of the period covered by this report to provide reasonableassurance that material information required to be disclosed by the Company inthe reports that it files or submits under the Exchange Act is recorded,processed, summarized and reported within the time periods specified by theSecurities and Exchange Commission’s rules and forms.  There has been no change in the Company’sinternal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) during the period covered by this report that hasmaterially affected, or is reasonably likely to materially affect, the Company’sinternal control over financial reporting.

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

The design of any systemof controls is also based in part upon certain assumptions about the likelihoodof future events, and there can be no assurance that any design will succeed inachieving its stated goals under all potential future conditions; over time, acontrol may become inadequate because of changes in conditions, or the degreeof compliance with the policies or procedures may deteriorate.  Because of inherent limitations in acost-effective control system, misstatements due to error or fraud may occurand not be detected.

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**Section404 Sarbanes-Oxley Act of 2002**

The Securities andExchange Commission, on December 15, 2006, adopted new measures to grant reliefto smaller public companies by extending the date of compliance with Section404 of the Sarbanes-Oxley Act of 2002 (the “Act”). Under these new measures,the Company will be required to comply with the Act in two phases.  The first phase will be effective for theCompany’s fiscal year ending October 31, 2008 and will require the Company toissue a management report on internal control over financial reporting. Thesecond phase will require the Company to provide an auditor’s attestationreport on internal control over financial reporting beginning with the Company’sfiscal year ending October 30, 2009.

In order to comply withthe Act, the Company is in the process of centralizing most accounting and manyadministrative functions at its corporate headquarters in an effort to controlthe cost of maintaining its control systems. On July 11, 2006, The Committee ofSponsoring Organizations (“COSO”) issued guidance on how small companies shouldimplement an effective internal control framework over financial reporting andother risks. This guidance is considered a key tool to help smaller publiccompanies to confront the challenges of the Act.  As a result, the Company may incursubstantial additional expenses and diversion of management’s time. During thecourse of  these activities, the Companymay identify certain internal control issues which management believes shouldbe improved. These improvements, if necessary, will likely include further formalizationof policies and procedures, improved segregation of duties, additionalinformation technology system controls and additional monitoring controls.Although management does not believe that any of these matters will result inmaterial weaknesses being identified in the Company’s internal controls asdefined by the Public Company Accounting Oversight Board Auditing Standard No.2, no assurances can be given regarding the outcome of these efforts.Additionally, control weaknesses may not be identified in a timely enoughmanner to allow remediation prior to the issuance of the auditor’s report oninternal controls over financial reporting. Any failure to adequately complycould result in sanctions or investigations by regulatory authorities, whichcould harm the Company’s business or investors’ confidence in the Company.

In December 2006, thePublic Company Accounting Oversight Board voted to propose a new standard forauditing internal controls over financial reporting available for comment bythe public.  If adopted, the proposedstandard will replace the Board’s current Auditing Standard No. 2.  The new standard proposes to removeunnecessary audit requirements while maintaining adequate internal control,provide direction on how to scale the audit for smaller and less complexcompanies, and reduce and simplify the text of the standard.  The Board plans to determine whether to adoptthe final standard after close of the comment period and consent by theSecurities and Exchange Commission after February 2007.

**PartII.  Other Information**

**Item 1A.Risk Factors**

The risk factors listedin Part I “Item 1A. Risk Factors” in the Annual Report on Form 10-K for thefiscal year ended November 3, 2006, should be considered with the informationprovided elsewhere in this Form 10-Q, which could materially adversely affectthe business, financial condition or results of operations.  There have been no material changes to therisk factors as previously disclosed in such Annual Report on Form 10-K.

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

The following tableprovides information regarding repurchases by the Company of its common stock,for each of the three four-week periods included in the interim twelve-weekperiod ended January 26, 2007.

**ISSUERPURCHASES OF EQUITY SECURITIES**
| **Period (1)**                        | ** ** | **Total Number   of Shares   Purchased** | ** ** | **Average Price   Paid Per Share** | ** ** | **Total Number   of Shares   Purchased as   Part of Publicly   Announced   Plans or   Programs (2)** | ** ** | **Maximum   Number of   Shares that May   Yet Be   Purchased   Under the Plans   or Programs (2)** | ** ** |
|--------------------------------------------|------------|--------------------------------------------------------------|------------|--------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| November 4, 2006  — December 1, 2006  |       | 1,279                                                        |       | $                                                      | 6.26       |                                                                                                                                                                  | 1,279      |                                                                                                                                                                     | 587,146    |   |
| December 2, 2006  — December 29, 2006 |       | 3,166                                                        |       | $                                                      | 6.33       |                                                                                                                                                                  | 3,166      |                                                                                                                                                                     | 583,980    |   |
| December 30,  2006 — January 26, 2007 |       | 1,725                                                        |       | $                                                      | 6.21       |                                                                                                                                                                  | 1,725      |                                                                                                                                                                     | 582,255    |   |
| Total                                      |       | 6,170                                                        |       | $                                                      | 6.28       |                                                                                                                                                                  | 6,170      |                                                                                                                                                                     |       |   |

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(1)           Period information is presented byreference to the Company’s fiscal period ends during the twelve-week periodended January 26, 2007.

(2)           All repurchases reflected in theforegoing table were made on the open market. The Company’s stock repurchase program was approved by the Board ofDirectors in November 1999 and was expanded in June 2005.  Under the stock repurchase program, theCompany is authorized, at the discretion of management and the Board ofDirectors, to purchase up to an aggregate of 2,000,000 shares of the Company’scommon stock on the open market**.**On September15, 2006, the Company entered into a Rule 10b5-1 Stock Purchase Plan withCitigroup Global Markets Inc. for the purchase of shares of common stockpreviously issued by the Company that complies with the requirements of Rule10b5-1  under the Securities Exchange Actof 1934 (“Exchange Act”).  The purchaseperiod covers each trading day commencing October 2, 2006 through and includingSeptember 15, 2007.The daily purchase quantity is defined as a number of sharesup to, but not to exceed, each day’s applicable SEC Rule 10b-18 maximum volumelimit (i.e. 25% of the prior four calendar weeks’ average daily tradingvolume); however, once per week a block of stock may be purchased that exceedsthe SEC Rule 10b-18 25% average daily trading volume condition, provided thatno other Plan purchases are made on any day on which such a block ispurchased.  The total maximum number ofshares that may be purchased under the plan is 594,000 at a total maximumdollar amount (exclusive of commission) of $5,940,000.

**Item 6.**

**Exhibits**

Exhibit No.                                     Description

31.1                                                                                 Certificationof Chairman (Principal Executive Officer), as required by Section 302 of theSarbanes-Oxley Act of 2002.

31.2                                                                                 Certificationof Chief Financial Officer (Principal Financial Officer), as required bySection 302 of the Sarbanes-Oxley Act of 2002.

32.1                                                                                 Certification of Chairman (Principal Executive Officer), asrequired by Section 906 of the Sarbanes-Oxley Act of 2002.

32.2                                                                                 Certification of Chief Financial Officer (Principal FinancialOfficer), as required by Section 906 of the Sarbanes-Oxley Act of 2002.

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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 theundersigned thereunto duly authorized.
|                |   | BRIDGFORD FOODS CORPORATION |
|----------------|--------|-----------------------------|
|           |   |                        | (Registrant) |
|           |   |                        |   |
|           |   | By:                         | /s/   Raymond F. Lancy |   |
| March 12, 2007 |   |                        | Raymond F. Lancy |
| Date           |   |                        | Chief Financial Officer |
|           |   |                        | (Duly Authorized Officer and Principal Financial  Officer) |

 

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