##### 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 April 18, 2003

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

1308 N. Patt Street, Anaheim, CA 92801

(Address of principal executive offices-Zip code)


714-526-5533

(Registrants telephone number, including area code)




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

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



| |  | As of May 15, 2003 the registrant had 10,387,000 shares of common
stock outstanding.                                 
| |  | ---------------------------------------------------------------------------------------------------------------------
|
| |  | Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of The Exchange Act).

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



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TABLE OF CONTENTS



|                              |                                                                                               |                                                           |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | --------------------------------------------------------- |  |  |  |  |  | 
|Part I. Financial Information
|                              | Item 1. Financial Statements                                                                 
|                              |                                                                                               | CONSOLIDATED CONDENSED BALANCE SHEETS                    
|                              |                                                                                               | CONSOLIDATED CONDENSED STATEMENTS OF INCOME              
|                              |                                                                                               | CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS EQUITY
|                              |                                                                                               | CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS          
|                              |                                                                                               | NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS     
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                              | Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|                              | Item 4. Controls and Procedures                                                              
|SIGNATURES                   
|Certifications               
|Part II. Other Information   
|                              | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                              | Item 6. Exhibits and Reports on Form 8-K                                                     
|EXHIBIT 99.1                 
|EXHIBIT 99.2                 



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##### Table of Contents



BRIDGFORD FOODS CORPORATION
FORM 10-Q QUARTERLY REPORT

INDEX


|                              |                                                                                               |                                                                                                                                               |    |      |   | 
|----------------------------- | --------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------- | -- | ---- | - | 
|                              |                                                                                               |                                                                                                                                               |    | Page
|Part I. Financial Information |                                                                                               |                                                                                                                                               |    |     
|                              | Item 1. Financial Statements                                                                  |                                                                                                                                               |    |      |  
|                              |                                                                                               | a. Consolidated Condensed Balance Sheets at April 18, 2003 and November 1, 2002                                                               |    |      | 3 | 
|                              |                                                                                               | b. Consolidated Condensed Statements of Income for the 12 weeks and 24 weeks ended April 18,
2003 and 13 weeks and 26 weeks ended May 3, 2002 |    |      | 4 | 
|                              |                                                                                               | b. Consolidated Condensed Statements of Shareholders Equity for the 24 weeks ended
April 18, 2003 and 26 weeks ended May 3, 2002             |    |      | 4 | 
|                              |                                                                                               | c. Consolidated Condensed Statements of Cash Flows for the 24 weeks ended April 18,
2003 and 26 weeks ended May 3, 2002                       |    |      | 5 | 
|                              |                                                                                               | d. Notes to Consolidated Condensed Financial Statements                                                                                       |    |      | 6 | 
|                              | Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations |                                                                                                                                               |    | 8    |  
|                              | Item 3. Quantitative and Qualitative Disclosures about Market Risk                            |                                                                                                                                               |    | 11   |  
|                              | Item 4. Controls and Procedures                                                               |                                                                                                                                               |    | 11   |  
|Signatures and Certifications |                                                                                               |                                                                                                                                               | 12 |     
|Part II. Other Information    |                                                                                               |                                                                                                                                               |    |     
|                              | Item 4. Submission of Matters to Vote of Security Holders                                     |                                                                                                                                               |    | 14   |  
|                              | Item 6. Exhibit and Reports on Form 8-K                                                       |                                                                                                                                               |    | 14   |  

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

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Part I. Financial Information

Item 1. a.

BRIDGFORD FOODS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS

|                                                                                    |                                                                                                            |                           |        |        |        |                |        |                |        |  |  | 
|----------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------- | ------------------------- | ------ | ------ | ------ | -------------- | ------ | -------------- | ------ |  |  | 
|                                                                                    |                                                                                                            |                           |        |        |        | April 18       |        |               
|                                                                                    |                                                                                                            |                           |        |        |        | 2003           |        | November 1    
|                                                                                    |                                                                                                            |                           |        |        |        | (Unaudited)    |        | 2002          
|                                                                                    |                                                                                                            |                           |        |        |        | (in thousands) |        | (in thousands)
|ASSETS                                                                             
|Current assets:                                                                     |                                                                                                            |                           |        |        |        |                |        |               
|                                                                                    | Cash and cash equivalents                                                                                  |                           | $      | 13,947 |        |                | $      | 10,305         |       
|                                                                                    | Accounts receivable, less allowance
for doubtful accounts of $3,789
and $3,419                             |                           |        | 10,381 |        |                |        | 12,566         |       
|                                                                                    | Inventories (Note 2)                                                                                       |                           |        | 14,672 |        |                |        | 17,562         |       
|                                                                                    | Prepaid expenses and other current assets                                                                  |                           |        | 5,826  |        |                |        | 5,980          |       
|                                                                                    |                                                                                                            |                           |        |        |        |                |        |                |       
|                                                                                    |                                                                                                            | Total current assets      |        |        | 44,826 |                |        |                | 46,413 | 
|Property, plant and equipment, less
accumulated depreciation of $41,369
and $39,373 |                                                                                                            |                           | 18,421 |        |        |                | 19,030 |               
|Other non-current assets                                                            |                                                                                                            |                           | 11,739 |        |        |                | 11,739 |               
|                                                                                    |                                                                                                            |                           |        |        |        |                |        |                |       
|                                                                                    |                                                                                                            | $                         | 74,986 |        |        | $              | 77,182 |               
|                                                                                    |                                                                                                            |                           |        |        |        |                |        |                |       
|LIABILITIES AND SHAREHOLDERS EQUITY                                               
|Current liabilities:                                                                |                                                                                                            |                           |        |        |        |                |        |               
|                                                                                    | Accounts payable                                                                                           |                           | $      | 3,163  |        |                | $      | 3,956          |       
|                                                                                    | Accrued payroll and other expenses                                                                         |                           |        | 8,354  |        |                |        | 7,844          |       
|                                                                                    |                                                                                                            |                           |        |        |        |                |        |                |       
|                                                                                    |                                                                                                            | Total current liabilities |        |        | 11,517 |                |        |                | 11,800 | 
|                                                                                    |                                                                                                            |                           |        |        |        |                |        |                |       
|Non-current liabilities                                                             |                                                                                                            |                           | 10,354 |        |        |                | 10,992 |               
|                                                                                    |                                                                                                            |                           |        |        |        |                |        |                |       
|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 - 10,424 and 10,448 shares |                           |        | 10,481 |        |                |        | 10,505         |       
|                                                                                    | Capital in excess of par value                                                                             |                           |        | 17,314 |        |                |        | 17,475         |       
|                                                                                    | Retained earnings                                                                                          |                           |        | 26,686 |        |                |        | 27,776         |       
|                                                                                    | Accumulated comprehensive loss                                                                             |                           |        | (1,366 | )      |                |        | (1,366         | )     
|                                                                                    |                                                                                                            |                           |        |        |        |                |        |                |       
|                                                                                    |                                                                                                            |                           | 53,115 |        |        |                | 54,390 |               
|                                                                                    |                                                                                                            |                           |        |        |        |                |        |                |       
|                                                                                    |                                                                                                            | $                         | 74,986 |        |        | $              | 77,182 |               
|                                                                                    |                                                                                                            |                           |        |        |        |                |        |                |       

See accompanying notes to consolidated condensed financial statements.

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Item 1. b.

BRIDGFORD FOODS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)

|                                              |  |                                          |        |                                          |  |                |        |                |  |    |        |   |  |   |        | 
|--------------------------------------------- |  | ---------------------------------------- | ------ | ---------------------------------------- |  | -------------- | ------ | -------------- |  | -- | ------ | - |  | - | ------ | 
|                                              |  | (in thousands, except per share amounts) |        | (in thousands, except per share amounts)
|                                              |  |                                          |        |                                         
|                                              |  | 12 weeks ended                           |        | 13 weeks ended                           |  | 24 weeks ended |        | 26 weeks ended
|                                              |  |                                          |        |                                          |  |                |        |               
|                                              |  | April 18                                 |        | May 3                                    |  | April 18       |        | May 3         
|                                              |  | 2003                                     |        | 2002                                     |  | 2003           |        | 2002          
|Net sales                                     |  | $                                        | 29,074 |                                          |  | $              | 34,636 |                |  | $  | 61,519 |   |  | $ | 72,859 | 
|                                              |  |                                          |        |                                          |  |                |        |                |  |    |        |   |  |   |        | 
|Cost of products sold,
excluding depreciation |  |                                          | 17,925 |                                          |  |                | 20,840 |                |  |    | 39,082 |   |  |   | 45,496 | 
|Selling, general and
administrative expenses  |  |                                          | 9,984  |                                          |  |                | 10,292 |                |  |    | 20,527 |   |  |   | 20,247 | 
|Depreciation                                  |  |                                          | 991    |                                          |  |                | 1,092  |                |  |    | 1,982  |   |  |   | 2,198  | 
|                                              |  |                                          |        |                                          |  |                |        |                |  |    |        |   |  |   |        | 
|                                              |  |                                          | 28,900 |                                          |  |                | 32,223 |                |  |    | 61,591 |   |  |   | 67,941 | 
|                                              |  |                                          |        |                                          |  |                |        |                |  |    |        |   |  |   |        | 
|Income (loss) before taxes                    |  |                                          | 174    |                                          |  |                | 2,413  |                |  |    | (72    | ) |  |   | 4,918  | 
|Income tax provision (benefit)                |  |                                          | 66     |                                          |  |                | 917    |                |  |    | (27    | ) |  |   | 1,869  | 
|                                              |  |                                          |        |                                          |  |                |        |                |  |    |        |   |  |   |        | 
|Net income (loss)                             |  | $                                        | 108    |                                          |  | $              | 1,496  |                |  | ($ | 45     | ) |  | $ | 3,049  | 
|                                              |  |                                          |        |                                          |  |                |        |                |  |    |        |   |  |   |        | 
|Basic earnings (loss) per share               |  | $                                        | .01    |                                          |  | $              | .14    |                |  | ($ | .00    | ) |  | $ | .29    | 
|                                              |  |                                          |        |                                          |  |                |        |                |  |    |        |   |  |   |        | 
|Basic shares computed                         |  |                                          | 10,442 |                                          |  |                | 10,448 |                |  |    | 10,445 |   |  |   | 10,448 | 
|                                              |  |                                          |        |                                          |  |                |        |                |  |    |        |   |  |   |        | 
|Diluted earnings (loss) per share             |  | $                                        | .01    |                                          |  | $              | .14    |                |  | ($ | .00    | ) |  | $ | .29    | 
|                                              |  |                                          |        |                                          |  |                |        |                |  |    |        |   |  |   |        | 
|Diluted shares computed                       |  |                                          | 10,442 |                                          |  |                | 10,474 |                |  |    | 10,445 |   |  |   | 10,486 | 
|                                              |  |                                          |        |                                          |  |                |        |                |  |    |        |   |  |   |        | 
|Cash dividends paid per share                 |  | $                                        | .05    |                                          |  | $              | .07    |                |  | $  | .10    |   |  | $ | .14    | 
|                                              |  |                                          |        |                                          |  |                |        |                |  |    |        |   |  |   |        | 

CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS EQUITY
(Unaudited)

(in thousands, except per share amounts)

|                 |                                 |  |              |     |           |   |          |     |               |   |               |      |   |   |        |        |             |    |       |   | 
|---------------- | ------------------------------- |  | ------------ | --- | --------- | - | -------- | --- | ------------- | - | ------------- | ---- | - | - | ------ | ------ | ----------- | -- | ----- | - | 
|                 |                                 |  |              |     |           |   |          |     |               |   | Capital       |      |   |   |        |        | Accumulated
|                 |                                 |  | Common Stock |     | in excess |   | Retained |     | Comprehensive
|                 |                                 |  | Shares       |     | Amount    |   | of par   |     | earnings      |   | Income (loss)
|                 |                                 |  |              |     |           |   |          |     |               |   |              
|November 2, 2001 |                                 |  | 10,448       |     |           | $ | 10,505   |     |               | $ | 17,475        |      |   | $ | 29,355 |        |             | $  | 0     |  
|                 | Net income                      |  |              |     |           |   |          |     |               |   |               |      |   |   |        | 3,049  |             |    |       |   | 
|                 | Cash dividends
($.14 per share) |  |              |     |           |   |          |     |               |   |               |      |   |   |        | (1,462 | )           |    |       |   | 
|                 |                                 |  |              |     |           |   |          |     |               |   |               |      |   |   |        |        |             |    |       |  
|May 3, 2002      |                                 |  | 10,448       |     |           | $ | 10,505   |     |               | $ | 17,475        |      |   | $ | 30,942 |        |             | $  | 0     |  
|                 |                                 |  |              |     |           |   |          |     |               |   |               |      |   |   |        |        |             |    |       |  
|November 1, 2002 |                                 |  | 10,448       |     |           | $ | 10,505   |     |               | $ | 17,475        |      |   | $ | 27,776 |        |             | ($ | 1,366 | )
|                 | Net loss                        |  |              |     |           |   |          |     |               |   |               |      |   |   |        | (45    | )           |    |       |   | 
|                 | Shares repurchased              |  |              | (24 | )         |   |          | (24 | )             |   |               | (161 | ) |   |        |        |             |    |       |   | 
|                 | Cash dividends
($.10 per share) |  |              |     |           |   |          |     |               |   |               |      |   |   |        | (1,045 | )           |    |       |   | 
|                 |                                 |  |              |     |           |   |          |     |               |   |               |      |   |   |        |        |             |    |       |  
|April 18, 2003   |                                 |  | 10,424       |     |           | $ | 10,481   |     |               | $ | 17,314        |      |   | $ | 26,686 |        |             | ($ | 1,366 | )
|                 |                                 |  |              |     |           |   |          |     |               |   |               |      |   |   |        |        |             |    |       |  

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)

|                                                     |                                                      |                                             |        |                                           |        |                |        |                |        |   |        |  
|---------------------------------------------------- | ---------------------------------------------------- | ------------------------------------------- | ------ | ----------------------------------------- | ------ | -------------- | ------ | -------------- | ------ | - | ------ | -
|                                                     |                                                      |                                             |        |                                           |        | 24 weeks ended |        | 26 weeks ended
|                                                     |                                                      |                                             |        |                                           |        |                |        |               
|                                                     |                                                      |                                             |        |                                           |        | April 18       |        | May 3         
|                                                     |                                                      |                                             |        |                                           |        | 2003           |        | 2002          
|                                                     |                                                      |                                             |        |                                           |        | (in thousands) |        | (in thousands)
|Cash flows from operating activities:                |                                                      |                                             |        |                                           |        |                |        |               
|                                                     | Net (loss) income                                    |                                             | ($     | 45                                        | )      |                | $      | 3,049          |       
|                                                     | Income charges not affecting cash:                   |                                             |        |                                           |        |                |        |                |       
|                                                     |                                                      | Depreciation                                |        |                                           | 1,982  |                |        |                | 2,198  |  
|                                                     |                                                      | Provision for losses on accounts receivable |        |                                           | 378    |                |        |                | 968    |  
|                                                     | Effect on cash of changes in assets and liabilities: |                                             |        |                                           |        |                |        |                |       
|                                                     |                                                      | Accounts receivable                         |        |                                           | 1,807  |                |        |                | (3,619 | )
|                                                     |                                                      | Inventories                                 |        |                                           | 2,890  |                |        |                | 1,825  |  
|                                                     |                                                      | Prepaid expenses and other current assets   |        |                                           | 154    |                |        |                | 1,543  |  
|                                                     |                                                      | Other non-current assets                    |        |                                           | 0      |                |        |                | (333   | )
|                                                     |                                                      | Accounts payable                            |        |                                           | (793   | )              |        |                | (3,009 | )
|                                                     |                                                      | Accrued payroll and other expenses          |        |                                           | 510    |                |        |                | 814    |  
|                                                     |                                                      | Non-current liabilities                     |        |                                           | (638   | )              |        |                | (1,682 | )
|                                                     |                                                      |                                             |        |                                           |        |                |        |                |       
|                                                     |                                                      |                                             |        | Net cash provided by operating activities |        |                | 6,245  |                |        |   | 1,754  |  
|                                                     |                                                      |                                             |        |                                           |        |                |        |                |       
|Cash used in investing activities:                   |                                                      |                                             |        |                                           |        |                |        |               
|                                                     |                                                      | Additions to property, plant and equipment  |        |                                           | (1,373 | )              |        |                | (1,697 | )
|                                                     |                                                      |                                             |        |                                           |        |                |        |                |       
|Cash used in financing activities:                   |                                                      |                                             |        |                                           |        |                |        |               
|                                                     |                                                      | Shares repurchased                          |        |                                           | (185   | )              |        |                | 0      |  
|                                                     |                                                      | Cash dividends paid                         |        |                                           | (1,045 | )              |        |                | (1,462 | )
|                                                     |                                                      |                                             |        |                                           |        |                |        |                |       
|                                                     |                                                      |                                             |        | Net cash used in financing activities     |        |                | (1,230 | )              |        |   | (1,462 | )
|                                                     |                                                      |                                             |        |                                           |        |                |        |                |       
|Net increase (decrease) in cash and cash equivalents |                                                      |                                             | 3,642  |                                           |        |                | (1,405 | )             
|Cash and cash equivalents at beginning of period     |                                                      |                                             | 10,305 |                                           |        |                | 12,974 |               
|                                                     |                                                      |                                             |        |                                           |        |                |        |                |       
|Cash and cash equivalents at end of period           |                                                      | $                                           | 13,947 |                                           |        | $              | 11,569 |               
|                                                     |                                                      |                                             |        |                                           |        |                |        |                |       
|Cash paid for income taxes                           |                                                      | $                                           | 0      |                                           |        | $              | 762    |               
|                                                     |                                                      |                                             |        |                                           |        |                |        |                |       

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 Bridgford Foods Corporation
(the Company) for the twelve and twenty-four weeks ended April 18, 2003 and the thirteen and
twenty-six weeks ended May 3, 2002 have been prepared in conformity with the accounting
principles described in the 2002 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 2002 Annual Report to Shareholders.

The Company has historically reported quarterly results to reflect fiscal quarters of 13 weeks
in length. Starting with its 2003 fiscal year, the Company is changing its quarterly fiscal reporting
periods to report results after 12, 24, 36 and 52 week periods (or 53 weeks as applicable). The
Company changed its quarterly reporting periods during the fiscal year to align reported periods
with its internal financial systems and provide more meaningful comparison with its peer group
companies.

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

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

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

Note 2 - Inventories

Inventories are comprised as follows at the respective periods:

|                               |  |                |        |                |  |   |        | 
|------------------------------ |  | -------------- | ------ | -------------- |  | - | ------ | 
|                               |  | April 18       |        | November 1    
|                               |  | 2003           |        | 2002          
|                               |  | (in thousands) |        | (in thousands)
|Meat, ingredients
and supplies |  | $              | 3,817  |                |  | $ | 4,187  | 
|Work in progress               |  |                | 1,617  |                |  |   | 1,940  | 
|Finished goods                 |  |                | 9,238  |                |  |   | 11,435 | 
|                               |  |                |        |                |  |   |        | 
|                               |  | $              | 14,672 |                |  | $ | 17,562 | 
|                               |  |                |        |                |  |   |        | 

Note 3 - Basic and diluted earnings per share

The difference between the calculation of basic and diluted shares outstanding for the twelve
and twenty-four week periods ended April 18, 2003 was a result of the dilutive effect of employee
stock options totaling 250,000 shares. The effect of the employee stock options outstanding for
the twelve and twenty-four weeks ended April 18, 2003 was not included in the calculation of
diluted shares and diluted earnings per share as to do so would be antidilutive.

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Note 4 - Stock-Based Compensation

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

|                        |  |                                          |        |                |  |   |        |  
|----------------------- |  | ---------------------------------------- | ------ | -------------- |  | - | ------ | -
|                        |  | (in thousands, except per share amounts)
|                        |  |                                         
|                        |  | 12 weeks ended                           |        | 13 weeks ended
|                        |  |                                          |        |               
|                        |  | April 18                                 |        | May 3         
|                        |  | 2003                                     |        | 2002          
|Net income, as reported |  | $                                        | 108    |                |  | $ | 1,496  |  
|Proforma adjustment     |  |                                          | (18    | )              |  |   | (37    | )
|                        |  |                                          |        |                |  |   |        |  
|Proforma net income     |  | $                                        | 90     |                |  | $ | 1,459  |  
|                        |  |                                          |        |                |  |   |        |  
|Net income per share:   |  |                                          |        |                |  |   |        |  
|Basic - as reported     |  | $                                        | 0.01   |                |  | $ | 0.14   |  
|                        |  |                                          |        |                |  |   |        |  
|Basic - proforma        |  | $                                        | 0.01   |                |  | $ | 0.14   |  
|                        |  |                                          |        |                |  |   |        |  
|Diluted - as reported   |  | $                                        | 0.01   |                |  | $ | 0.14   |  
|                        |  |                                          |        |                |  |   |        |  
|Diluted - proforma      |  | $                                        | 0.01   |                |  | $ | 0.14   |  
|                        |  |                                          |        |                |  |   |        |  
|Weighted average shares |  |                                          |        |                |  |   |        |  
|shares outstanding:     |  |                                          |        |                |  |   |        |  
|Basic                   |  |                                          | 10,442 |                |  |   | 10,448 |  
|                        |  |                                          |        |                |  |   |        |  
|Diluted                 |  |                                          | 10,442 |                |  |   | 10,474 |  
|                        |  |                                          |        |                |  |   |        |  

|                        |  |                                          |        |                |  |   |        |  
|----------------------- |  | ---------------------------------------- | ------ | -------------- |  | - | ------ | -
|                        |  | (in thousands, except per share amounts)
|                        |  |                                         
|                        |  | 24 weeks ended                           |        | 26 weeks ended
|                        |  |                                          |        |               
|                        |  | April 18                                 |        |               
|                        |  | 2003                                     |        | May 3         
|Net income, as reported |  | ($                                       | 45     | )              |  | $ | 3,049  |  
|Proforma adjustment     |  |                                          | (37    | )              |  |   | (73    | )
|                        |  |                                          |        |                |  |   |        |  
|Proforma net income     |  | ($                                       | 82     | )              |  | $ | 2,976  |  
|                        |  |                                          |        |                |  |   |        |  
|Net income per share:   |  |                                          |        |                |  |   |        |  
|Basic - as reported     |  | ($                                       | 0.00   | )              |  | $ | 0.29   |  
|                        |  |                                          |        |                |  |   |        |  
|Basic - proforma        |  | ($                                       | 0.01   | )              |  | $ | 0.28   |  
|                        |  |                                          |        |                |  |   |        |  
|Diluted - as reported   |  | ($                                       | 0.00   | )              |  | $ | 0.29   |  
|                        |  |                                          |        |                |  |   |        |  
|Diluted - proforma      |  | ($                                       | 0.01   | )              |  | $ | 0.28   |  
|                        |  |                                          |        |                |  |   |        |  
|Weighted average shares |  |                                          |        |                |  |   |        |  
|shares outstanding:     |  |                                          |        |                |  |   |        |  
|Basic                   |  |                                          | 10,445 |                |  |   | 10,448 |  
|                        |  |                                          |        |                |  |   |        |  
|Diluted                 |  |                                          | 10,445 |                |  |   | 10,486 |  
|                        |  |                                          |        |                |  |   |        |  

The pro forma amounts were estimated using the Black-Scholes option-pricing model. No
options were granted during the first two quarters of fiscal year ended October 31, 2003.

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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 1, 2002. Because of these and other factors
that may affect the Companys operating results, past financial performance
should not be considered an indicator of future performance, and investors
should not use historical trends to anticipate results or trends in future
periods. The Company undertakes no obligation to publicly release the results
of any revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof, or to reflect the
occurrence of unanticipated events.




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

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

The Companys credit risk is diversified across a broad range of customers and
geographic regions. Losses due to credit risk have historically been
immaterial although losses in fiscal year 2002 were significant. The provision
for losses on accounts receivable is based on historical trends and current
collectibility risk. The Company has significant amounts receivable with a few
large, well known customers which, although historically secure, could be
subject to material risk should these customers operations suddenly
deteriorate. The Company monitors these customers closely to minimize the risk
of loss. One customer comprised 12.5% of revenues in fiscal year 2002.

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

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

The Company has historically reported quarterly results to reflect fiscal
quarters of 13 weeks in length. Starting with its 2003 fiscal year, the
Company is changing its quarterly fiscal reporting periods to report results
after 12, 24, 36 and 52-week periods (or 53 weeks as applicable). The Company
changed its quarterly reporting periods during the fiscal year to align
reported periods with its internal financial systems and provide more
meaningful comparison with its peer group companies.

Results of Operations for the Twelve Weeks ended April 18, 2003 and
Thirteen Weeks ended May 3, 2002

Net Sales decreased by $5,562,000 (16.1%) to $29,074,000 in the second
twelve-weeks of the 2003 fiscal year compared to the thirteen-week period last
year. Sales compared to the prior twelve-week period ended January 24, 2003
(not shown) decreased $3,371,000 (10.4%) due to normal seasonal trends and the
continuing soft economy. All segments of the Companys business continued to
be adversely affected by the recession with

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

unit sales volumes declining significantly compared to the second thirteen
weeks of 2002. Since the prior year comparison period contains one more week
than the current reporting period, $2,664,000 (7.0%) of the decline in sales
results relates to the Companys change in reporting periods.

Cost of products sold decreased by $2,915,000 (14.0%) in the second twelve
weeks of the 2003 fiscal year to $17,925,000 compared to the thirteen-week
period in 2002. The decrease in cost of sales relates primarily to the lower
sales volumes noted above. Since the prior year comparison period contains one
more week than the current reporting period, $1,603,000 (7.2%) of the decrease
relates to the Companys change in reporting periods. The gross margin
declined on a comparative basis due to lower processing facility utilization,
changes in product mix and lower effective net selling prices as a result of
aggressive promotion activity. Compared to the prior twelve-week period (not
shown), the cost of products sold decreased $3,233,000 (15.2%). Favorable
flour commodity costs as well as improved processing facility utilization
during the second twelve weeks of 2003 compared to the prior twelve-week
period, contributed to the improvement in margins.

Selling, general and administrative expenses decreased by $306,000 (3.0%) to
$9,984,000 in the second twelve weeks of 2003 compared to the thirteen-week
period last year. Considering the extra week in the comparison period,
selling, general and administrative expenses increased $792,000 (8.1%). This
increase in the category as a percentage of sales relates primarily to
continued increases in costs for employee healthcare, workers compensation,
property & liability insurance, fuel, vehicle repair costs and pension expense
compared to the same period in the prior year. Compared to the prior
twelve-week period (not shown), selling, general and administrative expenses
decreased by $558,000 (5.3%) primarily due to lower sales volume. The decrease
in selling, general and administrative expenses did not directly correspond to
the sales decrease due to higher costs for fuel and repairs in the second
twelve weeks of 2003 and the impact of fixed benefit costs compared to lower
sales levels.

Depreciation expense decreased by $101,000 (9.2%) in the second twelve weeks of
the 2003 fiscal year compared to the thirteen-week period in 2002. The
additional week included in the comparison period decreased depreciation
expense by $84,000 (7.6%). Depreciation expense remained constant at $991,000
in the second twelve weeks of fiscal 2003 compared to the prior twelve-week
period (not shown). The changes in depreciation expense were insignificant to
the results of the quarter. The effective income tax rate was 38.0% in the
second twelve weeks of fiscal 2003, consistent with the prior fiscal year and
the prior twelve-week period.

Results of Operations for the Twenty-Four Weeks ended April 18, 2003 and
Twenty-Six Weeks ended May 3, 2002

Net Sales for the twenty-four weeks of fiscal year 2003 decreased by 11,339,000
(15.6%) to $61,519,000 compared to the twenty-six week period of fiscal year
2002. The Companys change in reporting periods from twenty-six to twenty-four
weeks decreased sales by $5,605,000 (7.0%). The balance of the decrease
relates to the decline in unit sales volume caused by the continued adverse
affects of the recession.

Cost of Sales decreased in the first twenty-four weeks of fiscal year 2003 by
$6,414,000 (14.1%) to $39,082,000 compared to the twenty-six week period of
fiscal year 2002. Cost of Sales in the first twenty-four weeks declined
primarily as a result of lower unit sales volume. The additional two weeks
included in the year-to-date comparison contributes $3,500,000 (7.2%) of the
decrease in cost of sales. The gross margin declined on a comparative basis due
to lower processing facility utilization, changes in product mix and lower
effective net selling prices as a result of aggressive promotion activity.

Selling, general and administrative expenses increased by $280,000 (1.4%) to
$20,527,000 in the first twenty-four weeks of fiscal 2003. Considering the
extra two weeks in the comparison period, selling, general and administrative
expenses increased $1,557,000 (8.5%). The increase in this category as a
percentage of sales relates primarily to continued increases in costs for
employee healthcare, workers compensation, property & liability insurance,
fuel, vehicle repair costs and pension expense compared to the same period in
the prior year.

Depreciation expense decreased $216,000 (9.4%) in the first twenty-four weeks
of fiscal 2003 compared to the prior fiscal twenty-six week period. The
additional two weeks included in the year-to-date comparison decreased depreciation expense by $169,000 (7.5%). The changes depreciation expense
were insignificant to the year-to-date results.

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Liquidity and Capital Resources

Cash and cash equivalents increased by $3,642,000 (35.3%) to $13,947,000 during
the first twenty-four weeks of the 2003 fiscal year from the fiscal year ended
November 1, 2002. The principal items favorably affecting the $6,245,000 net
cash provided by operating activities were reductions in inventory of
$2,890,000 and accounts receivable of $1,807,000 and depreciation expense of
$1,982,000 offset by a net loss of $45,000 and a reduction in non-current
liabilities of $638,000.

Cash used in investing activities during the first twenty-four weeks of fiscal
2003 consisted of $1,373,000 in additions to property, plant and equipment.
This amount reflects the Companys continued investment in processing,
transportation and information technology equipment.

Cash used in financing activities consisted of cash dividends in the amount of
$1,045,000 and $1,462,000, respectively, in the first twenty-four weeks of
fiscal year 2003 and the first twenty-six weeks of fiscal year 2002,
respectively. The decline in cash dividends reflects the decrease in dividends
per share from $0.07 to $0.05 per share. Net cash used in financing activities
also included the purchase of 24,140 common shares under the Companys stock
repurchase program during the second twelve weeks of 2003.

The Company remained free of interest bearing debt during the second twelve
weeks of 2003. The Companys revolving line of credit with Bank of America
expires April 30, 2005 and provides for borrowings up to $2,000,000. The
Company has not borrowed under this line for more than sixteen 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.

Proforma Comparative Results

The Company changed its quarterly reporting periods during fiscal year to
align reported periods with its internal financial systems and provide more
meaningful comparisons with its peer group companies.
The Company began reporting quarterly results after 12, 24, 36 and 52 (or 53
week) periods during fiscal year 2003.

The following table reflects proforma comparative income statement information
using the new
reporting periods.

Proforma (Unaudited)

|                                              |  |                |        |         |  |                |        |                |  |   |        |  |  |  |        |  
|--------------------------------------------- |  | -------------- | ------ | ------- |  | -------------- | ------ | -------------- |  | - | ------ |  |  |  | ------ | -
|                                              |  | 12 Weeks       |        |         |  |                |        | 12 Weeks       |  |   |        | 
|                                              |  | April 18, 2003 |        | % SALES |  | April 19, 2002 |        | % SALES       
|                                              |  | (in thousands) |        |         |  |                |        | (in thousands) | 
|Net sales                                     |  | $              | 29,074 |         |  |                | 100.00 | %              |  | $ | 31,971 |  |  |  | 100.00 | %
|Cost of products sold,
excluding depreciation |  |                | 17,925 |         |  |                | 61.65  | %              |  |   | 19,237 |  |  |  | 60.17  | %
|Selling, general and
administrative expenses  |  |                | 9,984  |         |  |                | 34.34  | %              |  |   | 9,499  |  |  |  | 29.71  | %
|Depreciation                                  |  |                | 991    |         |  |                | 3.41   | %              |  |   | 1,008  |  |  |  | 3.15   | %
|                                              |  |                | 28,900 |         |  |                | 99.40  | %              |  |   | 29,744 |  |  |  | 93.03  | %
|Income before taxes                           |  |                | 174    |         |  |                | 0.60   | %              |  |   | 2,228  |  |  |  | 6.97   | %
|Income tax provision                          |  |                | 66     |         |  |                | 0.23   | %              |  |   | 847    |  |  |  | 2.65   | %
|Net income                                    |  | $              | 108    |         |  |                | 0.37   | %              |  | $ | 1,381  |  |  |  | 4.32   | %

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Proforma (Unaudited) (continued)

|                                              |  |                |        |         |  |                |        |                |  |   |        |  |  |  |        |  
|--------------------------------------------- |  | -------------- | ------ | ------- |  | -------------- | ------ | -------------- |  | - | ------ |  |  |  | ------ | -
|                                              |  | 24 Weeks       |        |         |  |                |        | 24 Weeks       |  |   |        | 
|                                              |  | April 18, 2003 |        | % SALES |  | April 19, 2002 |        | % SALES       
|                                              |  | (in thousands) |        |         |  |                |        | (in thousands) | 
|Net sales                                     |  | $              | 61,519 |         |  |                | 100.00 | %              |  | $ | 67,254 |  |  |  | 100.00 | %
|Cost of products sold,
excluding depreciation |  |                | 39,082 |         |  |                | 63.53  | %              |  |   | 41,996 |  |  |  | 62.44  | %
|Selling, general and
administrative expenses  |  |                | 20,527 |         |  |                | 33.37  | %              |  |   | 18,689 |  |  |  | 27.79  | %
|Depreciation                                  |  |                | 1,982  |         |  |                | 3.22   | %              |  |   | 2,029  |  |  |  | 3.02   | %
|                                              |  |                | 61,591 |         |  |                | 100.12 | %              |  |   | 62,715 |  |  |  | 93.25  | %
|Income (loss) before taxes                    |  |                | (72    | )       |  |                | -0.12  | %              |  |   | 4,539  |  |  |  | 6.75   | %
|Income tax (benefit) provision                |  |                | (27    | )       |  |                | -0.04  | %              |  |   | 1,725  |  |  |  | 2.56   | %
|Net income                                    |  | ($             | 45     | )       |  |                | -0.07  | %              |  | $ | 2,814  |  |  |  | 4.18   | %




Item 3.

Quantitative and Qualitative Disclosures about Market Risk

The Company does not have significant domestic or foreign currency exposure at
April 18, 2003. The Companys financial instruments consist of cash and cash
equivalents and life insurance policies at April 18, 2003. The carrying value
of the Companys financial instruments approximated their fair market values
based on current market prices and rates. It is not the Companys policy to
enter into derivative financial instruments.

The Company purchases bulk flour under short-term fixed price contracts during
the normal course of business. Under these arrangements, the Company is
obligated to purchase specific quantities at fixed prices, within the specified
contract period. These contracts provide for automatic price increases if
agreed quantities are not delivered. No significant contracts remained
unfulfilled at April 18, 2003.




Item 4.

Controls and Procedures

(a) Evaluation of Controls and Procedures

The Companys Chairman and President have concluded, based on their
evaluation of a date within 90 days prior to the date of the filing of this
quarterly report on Form 10-Q, that the Companys disclosure controls and
procedures are effective to ensure that information required to be disclosed in
the Companys reports filed or submitted by the Company under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the SEC,
and include controls and procedures designed to ensure that information
required to be disclosed by the Company in such reports is accumulated and
communicated to the Companys management, including its Chairman and President,
as appropriate to allow timely decisions regarding required disclosures.

(b) Change in Internal Controls

There have not been any significant changes in the Companys internal
controls or in other factors that could significantly affect such controls
subsequent to the date of such evaluation.

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SIGNATURES

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

|             |  |                             |  |                            
|------------ |  | --------------------------- |  | ---------------------------
|             |  | BRIDGFORD FOODS CORPORATION
|             |  | (Registrant)               
|            
|             |  | By:                         |  | /s/ Robert E. Schulze      
|June 2, 2003 |  |                             |  | R. E. Schulze, President,  
|Date         |  |                             |  | Principal Financial Officer




Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Allan L. Bridgford, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Bridgford Foods
Corporation;                                                                                                                                                                                                                                                
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report; and
|
| | 3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report.                       
|
| | 4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                             

| |  |    |  |                                                                                                                                                                                                                                                                                                
| |  | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a. |  | designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;
| |  |    |  |                                                                                                                                                                                                                                                                                                
| |  | b. |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the Evaluation
Date); and                                                                                                  
| |  |    |  |                                                                                                                                                                                                                                                                                                
| |  | c. |  | presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;                                                                                                                        



| | 5. |  | The registrants other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the
audit committee of registrants board of directors (or persons
performing the evaluation functions):
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |    |  |                                                                                                                                                                                                                                                                                               
| |  | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a. |  | all significant deficiencies in the design or operation
of internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data
and have identified for the registrants auditors any material
weaknesses in internal controls; and
| |  |    |  |                                                                                                                                                                                                                                                                                               
| |  | b. |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        



| | 6. |  | The registrants other certifying officer and I have indicated in
this quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated: June 2, 2003

| |  |                                                     
| |  | ----------------------------------------------------
| |  | /s/ Allan L. Bridgford

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

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##### Table of Contents



I, Robert E. Schulze, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Bridgford Foods
Corporation;                                                                                                                                                                                                                                                
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report; and
|
| | 3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report.                       
|
| | 4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                             

| |  |    |  |                                                                                                                                                                                                                                                                                                
| |  | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a. |  | designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;
| |  |    |  |                                                                                                                                                                                                                                                                                                
| |  | b. |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the Evaluation
Date); and                                                                                                  
| |  |    |  |                                                                                                                                                                                                                                                                                                
| |  | c. |  | presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;                                                                                                                        



| | 5. |  | The registrants other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the
audit committee of registrants board of directors (or persons
performing the evaluation functions):
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |    |  |                                                                                                                                                                                                                                                                                               
| |  | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a. |  | all significant deficiencies in the design or operation
of internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data
and have identified for the registrants auditors any material
weaknesses in internal controls; and
| |  |    |  |                                                                                                                                                                                                                                                                                               
| |  | b. |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        



| | 6. |  | The registrants other certifying officer and I have indicated in
this quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated: June 2, 2003

| |  |                                                   
| |  | --------------------------------------------------
| |  | /s/ Robert E. Schulze

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

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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 12,
2003 at the Four Points Sheraton, 1500 South Raymond Avenue, Fullerton,
California at 10:00 am. Shareholders representing 9,564,641 or 91.5% of the
10,448,271 shares entitled to vote were present in person or by proxy. Proxies
for the meeting were solicited pursuant to Regulation 14A of the Securities
Exchange Act of 1934. The following persons were nominated and elected
directors. Votes withheld from specific nominees were insignificant.

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

Votes cast for directors were 9,537,708 FOR, 121 AGAINST and 26,812 ABSTAIN or
WITHHELD. Votes cast for reappointment of PriceWaterhouse Coopers LLP, as the
independent public accounts for the Company for the fiscal year commencing
November 2, 2002 were 9,553,054 FOR, 9,404 AGAINST and 2,183 ABSTAIN or
WITHHELD.

Item 6.

Exhibits and Reports on Form 8-K



| | (a) |  | Exhibits.
| | --- |  | ---------

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

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



| | (b) |  | Reports on Form 8-K.                                                                               
| | --- |  | ---------------------------------------------------------------------------------------------------
|
| |     |  | The registrant did not file any reports on Form 8-K during the fiscal
quarter ended April 18, 2003.

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