##### 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 February 1, 2002

OR

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

For the transition period from

Commission file number            0-2396

BRIDGFORD FOODS CORPORATION

---

(Exact name of Registrant as specified in its charter)


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

1308 N. Patt Street, Anaheim, Ca 92801

---

(Address of principal executive offices-Zip code)


714-526-5533

---

(Registrants telephone number, including area code)


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

Yes [X]        No [   ]

As of March 15, 2002 the registrant had 10,448,000 shares of common stock
outstanding.

Number of pages in this Form 10-Q      9

|                    |                   | 
|------------------- | ----------------- | 
|(end of
cover page) | Page 1 of 9
pages



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TABLE OF CONTENTS



|                           |                                                                                               |                                                 |  |  |  |  |  | 
|-------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------- |  |  |  |  |  | 
|                           | Item 1.                                                                                      
|                           |                                                                                               | CONSOLIDATED CONDENSED BALANCE SHEETS          
|                           |                                                                                               | CONSOLIDATED CONDENSED STATEMENTS OF INCOME    
|                           |                                                                                               | 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                           
|Part II. Other Information
|                           | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                           | Item 6. Exhibits and Reports on Form 8-K                                                     



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BRIDGFORD FOODS CORPORATION

FORM 10-Q QUARTERLY REPORT

INDEX

|         |                       |                                                                                       |    |   |                                                                                                                        |  |   |     
|-------- | --------------------- | ------------------------------------------------------------------------------------- | -- | - | ---------------------------------------------------------------------------------------------------------------------- |  | - | ----
|         |                       |                                                                                       |    |   |                                                                                                                        |  |   | Page
|Part I.  | Financial Information |                                                                                       |   
|        
|         | Item 1.               | Financial Statements                                                                  |    |  
|        
|         |                       |                                                                                       | a. |   | Consolidated Condensed Balance Sheets at February 1, 2002 and November 2, 2001                                         |  | 3
|        
|         |                       |                                                                                       | b. |   | Consolidated Condensed Statements of Income for the 13 weeks ended
February 1, 2002 and February 2, 2001               |  | 4
|        
|         |                       |                                                                                       | b. |   | Consolidated Condensed Statements of Shareholders Equity for the
13 weeks ended February 1, 2002 and February 2, 2001 |  | 4
|        
|         |                       |                                                                                       | c. |   | Consolidated Condensed Statements of Cash Flows for the 13 weeks ended
February 1, 2002 and February 2, 2001           |  | 5
|        
|         |                       |                                                                                       | d. |   | Notes to Consolidated Condensed Financial Statements                                                                   |  | 6
|        
|         | Item 2.               | Managements Discussion and Analysis of Financial Condition
and Results of Operations |    | 7
|        
|         | Item 3.               | Quantitative and Qualitative Disclosures about Market Risk                            |    | 8
|        
|Part II. | Other Information     |                                                                                       |   
|        
|         | Item 4.               | Submission of Matters to a Vote of Security Holders                                   |    | 9
|        
|         | Item 6.               | Exhibits and Reports on Form 8-K                                                      |    | 9

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)
|              
|March 18, 2002 | By:                                                              | /s/ Robert E. Schulze
|Date           |                                                                  |                      
|               | R. E. Schulze, President,
Principal Financial Officer           

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Item 1.a.




BRIDGFORD FOODS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS

|                                                                                    |                                                                              |                                                   |                           |        |        |                |        |                |        |        |  | 
|----------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | ------------------------------------------------- | ------------------------- | ------ | ------ | -------------- | ------ | -------------- | ------ | ------ |  | 
|                                                                                    |                                                                              |                                                   |                           |        |        | February 1     |        | November 2    
|                                                                                    |                                                                              |                                                   |                           |        |        | 2002           |        | 2001          
|                                                                                    |                                                                              |                                                   |                           |        |        | (unaudited)    |        |                |        |       
|                                                                                    |                                                                              |                                                   |                           |        |        |                |        |               
|                                                                                    |                                                                              |                                                   |                           |        |        | (in thousands) |        | (in thousands)
|ASSETS                                                                             
|Current assets:                                                                     |                                                                              |                                                   |                           |        |        |                |        |               
|                                                                                    | Cash and cash equivalents                                                    |                                                   | $                         | 12,272 |        |                | $      | 12,974         |       
|                                                                                    | Accounts receivable, less allowance
for doubtful accounts of $1,479 and $779 |                                                   |                           | 14,392 |        |                |        | 14,282         |       
|                                                                                    | Inventories (Note 2)                                                         |                                                   |                           | 14,676 |        |                |        | 19,165         |       
|                                                                                    | Prepaid expenses and other current assets                                    |                                                   |                           | 5,498  |        |                |        | 5,356          |       
|                                                                                    |                                                                              |                                                   |                           |        |        |                |        |               
|                                                                                    |                                                                              |                                                   | Total current assets      |        |        | 46,838         |        |                |        | 51,777 | 
|Property, plant and equipment, less
accumulated depreciation of $36,484 and $35,378 |                                                                              |                                                   | 19,246                    |        |        |                | 19,471 |               
|Other non-current assets                                                            |                                                                              |                                                   | 11,249                    |        |        |                | 11,090 |               
|                                                                                    |                                                                              |                                                   |                           |        |        |                |        |               
|                                                                                    |                                                                              | $                                                 | 77,333                    |        |        | $              | 82,338 |               
|                                                                                    |                                                                              |                                                   |                           |        |        |                |        |               
|LIABILITIES AND SHAREHOLDERS EQUITY                                               
|Current liabilities:                                                                |                                                                              |                                                   |                           |        |        |                |        |               
|                                                                                    | Accounts payable                                                             |                                                   | $                         | 3,332  |        |                | $      | 6,958          |       
|                                                                                    | Accrued payroll and other expenses                                           |                                                   |                           | 6,052  |        |                |        | 6,464          |       
|                                                                                    | Income taxes payable                                                         |                                                   |                           | 330    |        |                |        | 330            |       
|                                                                                    |                                                                              |                                                   |                           |        |        |                |        |               
|                                                                                    |                                                                              |                                                   | Total current liabilities |        |        | 9,714          |        |                |        | 13,752 | 
|                                                                                    |                                                                              |                                                   |                           |        |        |                |        |               
|Non-current liabilities                                                             |                                                                              |                                                   | 9,462                     |        |        |                | 11,251 |               
|                                                                                    |                                                                              |                                                   |                           |        |        |                |        |               
|Shareholders equity:                                                               |                                                                              |                                                   |                           |        |        |                |        |               
|                                                                                    | Preferred stock, without par value                                           |                                                   |                           |        |        |                |        |                |       
|                                                                                    |                                                                              | Authorized - 1,000 shares                         |                           |        |        |                |        |                |        |       
|                                                                                    |                                                                              | Issued and outstanding  none                     |                           |        |        |                |        |                |        |       
|                                                                                    | Common stock, $1.00 par value                                                |                                                   |                           |        |        |                |        |                |       
|                                                                                    |                                                                              | Authorized - 20,000 shares                        |                           |        |        |                |        |                |        |       
|                                                                                    |                                                                              | Issued and outstanding  10,448 and 10,448 shares |                           |        | 10,505 |                |        |                | 10,505 |       
|                                                                                    | Capital in excess of par value                                               |                                                   |                           | 17,475 |        |                |        | 17,475         |       
|                                                                                    | Retained earnings                                                            |                                                   |                           | 30,177 |        |                |        | 29,355         |       
|                                                                                    |                                                                              |                                                   |                           |        |        |                |        |               
|                                                                                    |                                                                              |                                                   | 58,157                    |        |        |                | 57,335 |               
|                                                                                    |                                                                              |                                                   |                           |        |        |                |        |               
|                                                                                    |                                                                              | $                                                 | 77,333                    |        |        | $              | 82,338 |               
|                                                                                    |                                                                              |                                                   |                           |        |        |                |        |               

See accompanying notes to consolidated condensed financial statements.

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Item 1. b.




BRIDGFORD FOODS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)

|                                              |  |                                          |        |            |  |   |        | 
|--------------------------------------------- |  | ---------------------------------------- | ------ | ---------- |  | - | ------ | 
|                                              |  | 13 weeks ended                          
|                                              |  |                                         
|                                              |  | (in thousands, except per share amounts)
|                                              |  | February 1                               |        | February 2
|                                              |  | 2002                                     |        | 2001      
|Net sales                                     |  | $                                        | 39,231 |            |  | $ | 42,279 | 
|                                              |  |                                          |        |            |  |   |        | 
|Cost of products sold,
excluding depreciation |  |                                          | 23,133 |            |  |   | 24,873 | 
|Selling, general and
administrative expenses  |  |                                          | 12,487 |            |  |   | 12,343 | 
|Depreciation                                  |  |                                          | 1,106  |            |  |   | 1,063  | 
|                                              |  |                                          |        |            |  |   |        | 
|                                              |  |                                          | 36,726 |            |  |   | 38,279 | 
|                                              |  |                                          |        |            |  |   |        | 
|Income before taxes                           |  |                                          | 2,505  |            |  |   | 4,000  | 
|Income tax provision                          |  |                                          | 952    |            |  |   | 1,520  | 
|                                              |  |                                          |        |            |  |   |        | 
|Net income                                    |  | $                                        | 1,553  |            |  | $ | 2,480  | 
|                                              |  |                                          |        |            |  |   |        | 
|Basic earnings per share                      |  | $                                        | .15    |            |  | $ | .23    | 
|                                              |  |                                          |        |            |  |   |        | 
|Basic shares computed                         |  |                                          | 10,448 |            |  |   | 10,601 | 
|                                              |  |                                          |        |            |  |   |        | 
|Diluted earnings per share                    |  | $                                        | .15    |            |  | $ | .23    | 
|                                              |  |                                          |        |            |  |   |        | 
|Diluted shares computed                       |  |                                          | 10,498 |            |  |   | 10,652 | 
|                                              |  |                                          |        |            |  |   |        | 
|Cash dividends paid per share                 |  | $                                        | .07    |            |  | $ | .07    | 
|                                              |  |                                          |        |            |  |   |        | 

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

|                 |                                 |  |              |     |           |   |          |     |          |   |         |      |   |   |        |       |  
|---------------- | ------------------------------- |  | ------------ | --- | --------- | - | -------- | --- | -------- | - | ------- | ---- | - | - | ------ | ----- | -
|                 |                                 |  |              |     |           |   |          |     |          |   | Capital |      |   |   |       
|                 |                                 |  | Common Stock |     | in excess |   | Retained
|                 |                                 |  | Shares       |     | Amount    |   | of par   |     | earnings
|                 |                                 |  |              |     |           |   |          |     |         
|November 3, 2000 |                                 |  | 10,615       |     |           | $ | 10,672   |     |          | $ | 19,459  |      |   | $ | 26,065 |      
|                 | Net income                      |  |              |     |           |   |          |     |          |   |         |      |   |   |        | 2,480 |  
|                 | Shares repurchased              |  |              | (53 | )         |   |          | (53 | )        |   |         | (628 | ) |   |        |       |  
|                 | Cash dividends
($.07 per share) |  |              |     |           |   |          |     |          |   |         |      |   |   |        | (743  | )
|                 |                                 |  |              |     |           |   |          |     |          |   |         |      |   |   |        |      
|February 2, 2001 |                                 |  | 10,562       |     |           | $ | 10,619   |     |          | $ | 18,831  |      |   | $ | 27,802 |      
|                 |                                 |  |              |     |           |   |          |     |          |   |         |      |   |   |        |      
|November 2, 2001 |                                 |  | 10,448       |     |           | $ | 10,505   |     |          | $ | 17,475  |      |   | $ | 29,355 |      
|                 | Net income                      |  |              |     |           |   |          |     |          |   |         |      |   |   |        | 1,553 |  
|                 | Cash dividends
($.07 per share) |  |              |     |           |   |          |     |          |   |         |      |   |   |        | (731  | )
|                 |                                 |  |              |     |           |   |          |     |          |   |         |      |   |   |        |      
|February 1, 2002 |                                 |  | 10,448       |     |           | $ | 10,505   |     |          | $ | 17,475  |      |   | $ | 30,177 |      
|                 |                                 |  |              |     |           |   |          |     |          |   |         |      |   |   |        |      

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)

|                                                     |                                                      |                                             |                                           |       |                |      |                |       |        |        |  
|---------------------------------------------------- | ---------------------------------------------------- | ------------------------------------------- | ----------------------------------------- | ----- | -------------- | ---- | -------------- | ----- | ------ | ------ | -
|                                                     |                                                      |                                             |                                           |       | 13 weeks ended
|                                                     |                                                      |                                             |                                           |       |               
|                                                     |                                                      |                                             |                                           |       | February 1     |      | February 2    
|                                                     |                                                      |                                             |                                           |       | 2002           |      | 2001          
|                                                     |                                                      |                                             |                                           |       |                |      |               
|                                                     |                                                      |                                             |                                           |       | (in thousands) |      | (in thousands)
|Cash flows from operating activities:                |                                                      |                                             |                                           |       |                |      |                |      
|                                                     | Net income                                           |                                             | $                                         | 1,553 |                |      | $              | 2,480 |       
|                                                     | Income charges not affecting cash:                   |                                             |                                           |       |                |      |                |       |       
|                                                     |                                                      | Depreciation                                |                                           |       | 1,106          |      |                |       | 1,063  |       
|                                                     |                                                      | Provision for losses on accounts receivable |                                           |       | 700            |      |                |       | 86     |       
|                                                     | Effect on cash of changes in assets and liabilities: |                                             |                                           |       |                |      |                |       |       
|                                                     |                                                      | Accounts receivable                         |                                           |       | (810           | )    |                |       | (370   | )     
|                                                     |                                                      | Inventories                                 |                                           |       | 4,489          |      |                |       | 3,295  |       
|                                                     |                                                      | Prepaid expenses and other                  |                                           |       | (142           | )    |                |       | (112   | )     
|                                                     |                                                      | Other non-current assets                    |                                           |       | (159           | )    |                |       | 39     |       
|                                                     |                                                      | Accounts payable and accrued expenses       |                                           |       | (4,038         | )    |                |       | (2,896 | )     
|                                                     |                                                      | Income taxes payable                        |                                           |       |                |      |                |       | (5     | )     
|                                                     |                                                      | Non-current liabilities                     |                                           |       | (1,789         | )    |                |       | (718   | )     
|                                                     |                                                      |                                             |                                           |       |                |      |                |      
|                                                     |                                                      |                                             | Net cash provided by operating activities |       |                | 910  |                |       |        | 2,862  |  
|                                                     |                                                      |                                             |                                           |       |                |      |                |      
|Cash used in investing activities:                   |                                                      |                                             |                                           |       |                |      |                |      
|                                                     |                                                      | Additions to property, plant and equipment  |                                           |       | (881           | )    |                |       | (1,071 | )     
|                                                     |                                                      |                                             |                                           |       |                |      |                |      
|Cash used for financing activities:                  |                                                      |                                             |                                           |       |                |      |                |      
|                                                     |                                                      | Shares repurchased                          |                                           |       |                |      |                |       | (681   | )     
|                                                     |                                                      | Cash dividends paid                         |                                           |       | (731           | )    |                |       | (743   | )     
|                                                     |                                                      |                                             |                                           |       |                |      |                |      
|                                                     |                                                      |                                             | Net cash used in financing activities     |       |                | (731 | )              |       |        | (1,424 | )
|                                                     |                                                      |                                             |                                           |       |                |      |                |      
|Net (decrease) increase in cash and cash equivalents |                                                      |                                             | (702                                      | )     |                |      | 367            |      
|Cash and cash equivalents at beginning of period     |                                                      |                                             | 12,974                                    |       |                |      | 18,301         |      
|                                                     |                                                      |                                             |                                           |       |                |      |                |      
|Cash and cash equivalents at end of period           |                                                      | $                                           | 12,272                                    |       |                | $    | 18,668         |      
|                                                     |                                                      |                                             |                                           |       |                |      |                |      
|Cash paid for income taxes                           |                                                      | $                                           | 122                                       |       |                | $    | 1,878          |      
|                                                     |                                                      |                                             |                                           |       |                |      |                |      

See accompanying notes to consolidated condensed financial statements.

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Item 1.d.

BRIDGFORD FOODS CORPORATION




NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Note 1  General Comments

The unaudited consolidated condensed financial statements of the Company
for the thirteen weeks ended February 1, 2002 have been prepared in conformity
with the accounting principles described in the 2001 Annual Report to Shareholders
and include all adjustments considered necessary by management for a fair
statement of the interim periods. Such adjustments consist only of normal
recurring items. This report should be read in conjunction with the Companys
2001 Annual Report to Shareholders.

Note 2  Inventories

Inventories are comprised as follows at the respective periods:

|                               |  |                |        |                |  |   |        | 
|------------------------------ |  | -------------- | ------ | -------------- |  | - | ------ | 
|                               |  | February 1     |        | November 2    
|                               |  | 2002           |        | 2001          
|                               |  |                |        |               
|                               |  | (in thousands) |        | (in thousands)
|Meat, ingredients
and supplies |  | $              | 4,705  |                |  | $ | 3,757  | 
|Work in progress               |  |                | 1,274  |                |  |   | 1,324  | 
|Finished goods                 |  |                | 8,697  |                |  |   | 14,084 | 
|                               |  |                |        |                |  |   |        | 
|                               |  | $              | 14,676 |                |  | $ | 19,165 | 
|                               |  |                |        |                |  |   |        | 

Note 3  Basic and diluted earnings per share

The difference between basic and diluted earnings per share for the thirteen
week periods ended February 1, 2002 and February 2, 2001 was a result of the
dilutive effect of employee stock options totaling 250,000 shares.

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Item 2.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-Q under Item 2., Managements Discussion
and Analysis of Financial Condition and Results of Operations and elsewhere in
this Form 10-Q constitute forward-looking statements within the meaning of
the Securities Act of 1933 and the Securities Exchange Act of 1934. In
addition, the Company may from time to time make oral forward-looking
statements. Such forward looking statements involve known and unknown risks,
uncertainties, and other factors which may cause the actual results,
performance, or achievements of Bridgford Foods Corporation to be materially
different from any future results, performance or achievements expressed or
implied by such forward looking statements. Such factors include, among
others, the following: general economic and business conditions; the impact of
competitive products and pricing; success of operating initiatives; development
and operating costs; advertising and promotional efforts; adverse publicity;
acceptance of new product offerings; consumer trial and frequency; changes in
business strategy or development plans; availability, terms and deployment of
capital; availability of qualified personnel; commodity, labor, and employee
benefit costs; changes in, or failure to comply with, government regulations;
weather conditions; construction schedules; and other factors referenced in
this Form 10-Q and in Bridgford Foods Corporations Annual Report on Form 10-K
for the fiscal year ended November 2, 2001. Because of these and other factors
that may affect the Companys operating results, past financial performance
should not be considered an indicator of future performance, and investors
should not use historical trends to anticipate results or trends in future
periods. The Company undertakes no obligation to publicly release the
result of any revisions to these forward-looking statements which 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 Companys operating results are heavily dependent upon the prices paid for
raw materials. The marketing of the Companys value-added products does not
lend itself to instantaneous changes in selling prices. Changes in selling
prices are relatively infrequent and do not compare with the volatility of
commodity markets.

Sales decreased by $3,048,000 (7.2%) to $39,231,000 in the first thirteen weeks
of the 2002 fiscal year compared to the same period last year. Compared to the
prior thirteen-week period, sales increased $355,000 (0.9%). The sales decrease
compared to the first thirteen weeks of 2001 relates to lower unit sales volume
as a result of a general downturn in the economy. Sales compared to the prior
thirteen-week period ended November 2, 2001 (not shown) were essentially flat
as a result of a soft holiday selling season.

Cost of products sold decreased by $1,740,000 (7.0%) in the first thirteen
weeks of the 2002 fiscal year to $23,133,000 compared to the same period in
2001. The decrease in cost of sales relates to lower sales volume. Compared to
the prior thirteen-week period (not shown), the cost of products sold decreased
$1,800,000 (7.2%) due primarily to favorable changes in product mix and
production yields.

Selling, general and administrative expenses increased by $143,000 (1.2%) to
$12,487,000 in the first thirteen weeks of 2002 compared to the same period
last year. This increase did not correspond to the sales decrease for the same
period primarily as a result of an accounts receivable loss provision due to
the bankruptcy of a significant customer (refer to Item 3 below). In addition,
advertising, employee benefits and implementation of the Companys new
information systems in the first quarter also contributed to this increase.
Compared to the prior thirteen-week period (not shown), selling, general and
administrative expenses increased by $1,204,000 (10.7%) primarily as a result
of the factors noted previously.

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

Depreciation expense increased by $44,000 (4.1%) in the first thirteen weeks of
the 2002 fiscal year compared to the same period in 2001. Depreciation expense
increased $262,000 (31.0%) in the first thirteen weeks of fiscal 2002 compared
to the prior fiscal thirteen week period. Depreciation increased primarily as
a result of recent capital expenditures related to the companys information
systems which came online in the first quarter of the year. In addition, the
Company completed a new finished goods warehouse in the first quarter which
also contributed to this increase.

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

Cash and cash equivalents decreased $702,000 (5.4%) to $12,272,000 during the
first thirteen weeks of the 2002 fiscal year. The principal items affecting
the $910,000 net cash provided by operating activities were lower net income of
$1,553,000, depreciation of $1,106,000 and inventory reductions of $4,489,000
offset by reductions in accounts payable and accrued expenses of $4,038,000,
long-term liabilities of $1,789,000 and capital expenditures and dividends.

Cash used in investing activities for the first thirteen weeks of fiscal 2002
consisted of $881,000 in additions to property, plant and equipment. This
amount reflects the Companys continued investment in processing,
transportation and information technology equipment.

Cash used for financing activities consisted of cash dividends in the amount of
$731,000 and $743,000, respectively, in the first thirteen weeks of fiscal
years 2002 and 2001. The slight decline in cash dividends reflects additional
purchases of common shares under the Companys stock repurchase program
implemented November 1999.

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

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




Item 3.

Quantitative and Qualitative Disclosures about Market Risk

The Company does not have significant overall currency exposure at February 1,
2002 and February 2, 2001. The Companys financial instruments consist of cash
and cash equivalents and life insurance policies at February 1, 2002 and
February 2, 2001. 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 does not currently have any significant foreign currency exposure.

A significant customer of the Company filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code on January 22,
2002. This customer comprised approximately 6% of revenue during fiscal year
2001 and 7% of revenues in fiscal years 2000 and 1999. This event did not
materially impact the Companys financial position or results of operations for
the fiscal year ended November 2, 2001. As of February 1, 2002, the Company
has approximately $2,300,000 in amounts receivable from this customer,
substantially all of which relates to first quarter sales. Management has
allocated bad debt reserves of approximately $1.1 million related to this
customer. Management believes that total company reserves of $1,479,000 will
be adequate to cover anticipated losses related to all customers at February 1,
2002. It is possible that the Company may need to further increase its reserve
for bad debts as a result of the outcome of these bankruptcy proceedings.

Page 8 of  9 pages



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##### Table of Contents






Part II. Other Information




Item 4.

Submission of Matters to a Vote of Security Holders

The Company held its annual meeting of shareholders on Wednesday, March 13,
2002 at the Four Points Sheraton, 1500 South Raymond Avenue, Fullerton,
California at 10:00 am. Shareholders representing 10,011,802 or 95.8% of the
10,448,271 shares entitled to vote were present in person or by proxy. The
following persons were nominated and elected directors. Votes withheld from
specific nominees were insignificant.

|                                                       |                                                       |                                   |  | 
|------------------------------------------------------ | ----------------------------------------------------- | --------------------------------- |  | 
|Hugh Wm. Bridgford
Paul A. Gilbert
Norman V. Wagner II | Allan L. Bridgford
Richard A. Foster
Paul R. Zippwald | Robert E. Schulze
Steven H. Price

Votes cast for directors were 9,980,158 FOR, 3,561 AGAINST and 28,083 ABSTAIN
or WITHHELD. Votes cast for the reappointment of PriceWaterhouseCoopers LLP,
as the independent public accountants for the Company for 2002 were 10,003,821
FOR, 1,176 AGAINST and 6,805 ABSTAIN or WITHHELD.




Item 6.

Exhibits and Reports on Form 8-K

(a)  Exhibits:

None

(b)  - Reports on Form 8-K

No Report on Form 8-K has been filed during the quarter for which
this report is filed.

Page 9 of  9 pages