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, 2008

OR

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

For the transition period from
__________ to ___________.

Commission file number
0-2396

BRIDGFORD FOODS
CORPORATION(Exact name of Registrant
as specified in its charter)

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

1308 N. Patt Street, Anaheim, CA
92801(Address of principal executive
offices-Zip code)

714-526-5533(Registrant's
telephone number, including area code)

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

Yes [ X
]              
No [   ]

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of "large
accelerated filer," "accelerated filer" and "smaller reporting company" in Rule
12b-2 of the Exchange Act. (Check one):



|Large accelerated
      filer [   ] |  | Accelerated Filer [   ] |  | Non-accelerated filer [   ]      |  | Smaller Reporting Company [ X ]
|----------------------------------- |  | ----------------------- |  | -------------------------------- |  | -------------------------------
|                                    |  |                         |  | (Do not check if
      a         |  |                                
|                                    |  |                         |  | smaller reporting
      company) | 

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

Yes [ 
 ]              
No [ X ]

As of May 27, 2008 the registrant had
9,449,178 shares of common stock outstanding.

---

BRIDGFORD FOODS
CORPORATIONFORM 10-Q QUARTERLY
REPORTINDEX

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



|                                                                                                                                   |  | Page                                                                                       
|---------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------
|Part I. Financial Information                                                                                                      |  |                                                                                            
|                                                                                                                                   |  |                                                                                            
|Item 1.                                                                                                                            |  | Financial Statements                                                                       
|                                                                                                                                   |  |                                                                                            
|                                                                                                                                   |  | a.                                                                                         
|                                                                                                                                   |  |                                                                                            
|                                                                                                                                   |  | b.                                                                                         
|                                                                                                                                   |  |                                                                                            
|                                                                                                                                   |  | c.                                                                                         
|                                                                                                                                   |  |                                                                                            
|                                                                                                                                   |  | d.                                                                                         
|                                                                                                                                   |  |                                                                                            
|                                                                                                                                   |  | e.                                                                                         
|                                                                                                                                   |  |                                                                                            
|Item 2.                                                                                                                            |  | Management's Discussion and Analysis of
      Financial Condition and Results of Operations
|                                                                                                                                  
|Item 3.                                                                                                                            |  | Quantitative and Qualitative Disclosures
      about Market Risk                           
|                                                                                                                                   |  |                                                                                            
|Item 4.                                                                                                                            |  | Controls and Procedures                                                                    
|                                                                                                                                   |  |                                                                                            
|Part II. Other Information                                                                                                         |  |                                                                                            
|                                                                                                                                  
|Item 1A.                                                                                                                           |  | Risk Factors                                                                               
|                                                                                                                                   |  |                                                                                            
|Item 2.                                                                                                                            |  | Unregistered Sales of Equity Securities
      and Use of Proceeds                          
|                                                                                                                                   |  |                                                                                            
|Item 4.                                                                                                                            |  | Submission of Matters to Vote of
      Security Holders                                    
|                                                                                                                                   |  |                                                                                            
|Item 6.                                                                                                                            |  | Exhibits                                                                                   
|                                                                                                                                  
|Signatures                                                                                                                         |  | 23                                                                                         
|                                                                                                                                   |  |                                                                                            
|Items 1, 3 and 5 of Part II. have been omitted because they are not
      applicable with respect to the current reporting period. |  |                                                                                            

2

---

Part I. Financial
Information

Item 1. a.

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

|                                                                        | April 18    |         | November 2
|----------------------------------------------------------------------- | ----------- | ------- | ----------
|                                                                        | 2008        |         | 2007      
|ASSETS                                                                  | (Unaudited) |         |           
|Current assets:                                                         |             |         |           
|                                                                       
|Cash and cash equivalents                                               |             | $8,876  |           
|Accounts receivable, less allowance for doubtful accounts of
      $373 |             |         |           
|and $482, respectively, and promotional allowances of
      $2,389      |             |         |           
|and $1,980, respectively                                                |             | 6,796   |           
|Inventories (Note 3)                                                    |             | 18,005  |           
|Prepaid expenses and other current assets                               |             | 3,513   |           
|                                                                       
|Total current assets                                                    |             | 37,190  |           
|                                                                       
|Property, plant and equipment, less                                     |             |         |           
|accumulated depreciation of $54,742                                     |             |         |           
|and $53,840, respectively                                               |             | 10,598  |           
|                                                                       
|Other non-current assets                                                |             | 15,830  |           
|                                                                        |             | $63,618 |           
|                                                                       
|LIABILITIES AND SHAREHOLDERS' EQUITY                                    |             |         |           
|                                                                       
|Current liabilities:                                                    |             |         |           
|                                                                       
|Accounts payable                                                        |             | $4,123  |           
|Accrued payroll, advertising and other expenses                         |             | 7,151   |           
|                                                                       
|Total current liabilities                                               |             | 11,274  |           
|                                                                       
|Non-current liabilities                                                 |             | 8,038   |           
|                                                                       
|Commitments (Notes 5 and 6)                                             |             |         |           
|                                                                       
|Shareholders' equity:                                                   |             |         |           
|Preferred stock, without par value                                      |             |         |           
|Authorized - 1,000 shares                                               |             |         |           
|Issued and outstanding - none                                           |             |        |           
|                                                                       
|Common stock, $1.00 par value                                           |             |         |           
|Authorized - 20,000 shares                                              |             |         |           
|Issued and outstanding - 9,450 and 9,889
      shares                   |             | 9,507   |           
|Capital in excess of par value                                          |             | 11,287  |           
|Retained earnings                                                       |             | 25,696  |           
|Accumulated other comprehensive loss                                    |             | (2,184  | )         
|                                                                        |             | 44,306  |           
|                                                                        |             | $63,618 |           

See accompanying notes to consolidated
condensed financial statements.

3

---

Item 1. b.

BRIDGFORD FOODS
CORPORATIONCONSOLIDATED
CONDENSED STATEMENTS OF OPERATIONS (Unaudited)(in thousands, except per share amounts)

|                                              | 12
      weeks ended |         | 12
      weeks ended |  | 24
      weeks ended |         | 24
      weeks ended
|--------------------------------------------- | -------------------- | ------- | -------------------- |  | -------------------- | ------- | --------------------
|                                              | April 18             |         | April 20             |  | April 18             |         | April 20            
|                                              | 2008                 |         | 2007                 |  | 2008                 |         | 2007                
|Net sales                                     |                      | $24,900 |                      |  |                      | $27,894 |                     
|                                              |                      |         |                      |  |                      |         |                     
|Cost of products sold, excluding depreciation |                      | 16,349  |                      |  |                      | 17,944  |                     
|                                              |                      |         |                      |  |                      |         |                     
|Selling, general and administrative expenses  |                      | 9,068   |                      |  |                      | 9,524   |                     
|Depreciation                                  |                      | 748     |                      |  |                      | 782     |                     
|                                              |                      | 26,165  |                      |  |                      | 28,250  |                     
|                                              |                      |         |                      |  |                      |         |                     
|Loss before taxes                             |                      | (1,265  | )                    |  |                      | (356    | )                   
|                                              |                      |         |                      |  |                      |         |                     
|Income tax benefit                            |                      | (481    | )                    |  |                      | (83     | )                   
|                                              |                      |         |                      |  |                      |         |                     
|Net loss                                      |                      | ($784   | )                    |  |                      | ($273   | )                   
|                                             
|                                              |                      |         |                      |  |                      |         |                     
|Basic and diluted loss per share (Note 4)     |                      | ($.08   | )                    |  |                      | ($.03   | )                   
|                                              |                      |         |                      |  |                      |         |                     
|Basic and diluted shares computed             |                      | 9,691   |                      |  |                      | 9,940   |                     

See accompanying notes to consolidated
condensed financial statements

Item 1. c.

CONSOLIDATED CONDENSED STATEMENT OF
SHAREHOLDERS' EQUITY AND COMPREHENSIVE LOSS (Unaudited)(in thousands)

|                                  |              |   |                 |        |          |  |               |   |        |         | Accumulated |  |         |  
|--------------------------------- | ------------ | - | --------------- | ------ | -------- |  | ------------- | - | ------ | ------- | ----------- |  | ------- | -
|                                  |              |   |                 |        |          |  | Capital       |   |        |         | other       |  |         |  
|                                  | Common Stock |   | in
      excess |        | Retained |  | comprehensive |   |        |        
|                                  | Shares       |   | Amount          |        | of par   |  | earnings      |   | (loss) |         | Total      
|November 2, 2007                  | 9,889        |   |                 | $9,946 |          |  | $13,789       |   |        | $26,837 |             |  | ($603   | )
|Adoption of
      FIN#48 (Note 8) |              |   |                 |        |          |  |               |   |        | (92     | )           |  |         |  
|Shares repurchased                | (439         | ) |                 | (439   | )        |  | (2,502        | ) |        |         |             |  |         |  
|Net
      loss                    |              |   |                 |        |          |  |               |   |        | (1,049  | )           |  |         |  
|Other comprehensiveloss:          |              |   |                 |        |          |  |               |   |        |         |             |  |         |  
|Unrealized loss oninvestments     |              |   |                 |        |          |  |               |   |        |         |             |  | (33     | )
|Increase in pensionliability      |              |   |                 |        |          |  |               |   |        |         |             |  | (1,548  | )
|Comprehensive loss                |              |   |                 |        |          |  |               |   |        |         |             |  |         |  
|April 18, 2008                    | 9,450        |   |                 | $9,507 |          |  | $11,287       |   |        | $25,696 |             |  | ($2,184 | )

See accompanying notes to consolidated
condensed financial statements.

4

---

Item 1. d.

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

|                                                     |  | 24 weeks ended |   | 24 weeks ended
|---------------------------------------------------- |  | -------------- | - | --------------
|                                                     |  | April 18       |   | April 20      
|                                                     |  | 2008           |   | 2007          
|Cash flows from operating activities:                |  |                |   |               
|                                                    
|Net loss                                             |  | ($1,049        | ) |               
|                                                    
|Income charges not affecting cash:                   |  |                |   |               
|Depreciation                                         |  | 1,497          |   |               
|Recovery on accounts receivable                      |  | (96            | ) |               
|Gain on sale of property, plant and equipment        |  | (29            | ) |               
|Effect on cash of changes in assets and liabilities: |  |                |   |               
|Trading securities                                   |  |               |   |               
|Accounts receivable, net                             |  | 1,863          |   |               
|Inventories                                          |  | 327            |   |               
|Prepaid expenses and other current assets            |  | (423           | ) |               
|Other non-current assets                             |  | 190            |   |               
|Accounts payable                                     |  | 1,145          |   |               
|Accrued payroll, advertising and other expenses      |  | (1,865         | ) |               
|Non-current liabilities                              |  | (234           | ) |               
|                                                    
|Net cash provided by operating
      activities      |  | 1,326          |   |               
|                                                    
|Cash used in investing activities:                   |  |                |   |               
|Proceeds from sale of property, plant and equipment  |  | 35             |   |               
|Additions to property, plant and equipment           |  | (880           | ) |               
|                                                    
|Net
      cash used in investing activities          |  | (845           | ) |               
|                                                    
|Cash used in financing activities:                   |  |                |   |               
|Shares repurchased                                   |  | (2,941         | ) |               
|                                                    
|Net
      cash used in financing activities          |  | (2,941         | ) |               
|                                                    
|Net (decrease) increase in cash and cash equivalents |  | (2,460         | ) |               
|                                                    
|Cash and cash equivalents at beginning of period     |  | 11,336         |   |               
|                                                    
|Cash and cash equivalents at end of period           |  | $8,876         |   |               
|                                                    
|Cash paid for income taxes                           |  | $0             |   |               

See accompanying notes to consolidated
condensed financial statements.

5

---

Item 1. e.

BRIDGFORD FOODS
CORPORATION

NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS (Unaudited)(in
thousands, except share and per share amounts)

Note 1 - The Company and Summary of
Significant Accounting Policies:

The unaudited consolidated condensed
financial statements of Bridgford Foods Corporation (the "Company") for the
twelve and twenty-four weeks ended April 18, 2008 and April 20, 2007 have been
prepared in conformity with the accounting principles described in the Company's
Annual Report on Form 10-K for the fiscal year ended November 2, 2007 (the
"Annual Report") and include all adjustments considered necessary by management
for a fair statement of the interim periods. Such adjustments consist only of
normal recurring items. This report should be read in conjunction with the
Annual Report. Due to seasonality and other factors, interim results are not
necessarily indicative of the results to be expected for the full year. New
accounting pronouncements and their effect on the Company are included in
Management's Discussion and Analysis of Financial Condition and Results of
Operations in this Form 10-Q.

Note 2 - Trading
Securities:

At April 18, 2008, the Company held no
auction rate securities. The Company elected to sell all auction rate securities
during the second quarter of fiscal 2007 and invest in 90-day treasury bills
which are classified as cash and cash equivalents on the accompanying
consolidated condensed balance sheet.

At January 26, 2007, the Company held
$15,200 of auction rate securities, identified as a separately stated current
asset in accordance with SFAS 115, "Accounting for Certain Debt and Equity
Securities." Auction rate securities are variable-rate bonds tied to short-term
interest rates with maturities on the face of the securities in excess of 90
days. The Company's investments in these auction rate securities are classified
as trading securities under SFAS 115. The securities are recorded at cost, which
approximates fair market value because of their variable interest rates, which
typically reset every 7 to 35 days. Despite the long-term nature of their stated
contractual maturities, the Company had the intent and ability to quickly
liquidate these securities; therefore, the Company had no cumulative gross
unrealized holding gains or losses, or gross unrealized gains or losses from
these investments. All income generated from these investments was recorded as
interest income.

Note 3 - Inventories:

Inventories are comprised as follows at
the respective periods:

|                               |  | April
      18 |  | November
      2
|------------------------------ |  | -------------- |  | ----------------
|                               |  | 2008           |  | 2007            
|Meat, ingredients and supplies |  | $5,127         |  | $3,726          
|Work in
      progress         |  | 2,361          |  | 1,360           
|Finished goods                 |  | 10,517         |  | 13,246          
|                               |  | $18,005        |  | $18,332         

Inventories are valued at the lower of
cost (which approximates actual cost on a first-in, first-out basis) or market.
Costs related to warehousing, transportation and distribution to customers are
considered when computing market value. Inventories include the cost of raw
materials, labor and manufacturing overhead. The Company regularly reviews
inventory quantities on hand and writes down any excess or obsolete inventories
to net realizable value. An inventory reserve is created when potentially
slow-moving or obsolete inventories are identified in order to reflect the
appropriate inventory value. Changes in economic conditions, production
requirements, and lower than expected customer demand could result in additional
obsolete or slow-moving inventory that cannot be sold or can be sold at reduced
prices and could result in additional reserve provisions.

6

---

Note 4 - Basic and diluted earnings per
share:

The Company had 250,000 employee stock
options outstanding during the twenty-four week periods ended April 18, 2008 and
April 20, 2007. The effect of the employee stock options outstanding for the
twenty-four weeks weeks ended April 18, 2008 and April 20, 2007 was not included
in the calculation of diluted shares and diluted earnings per share as to do so
would be anti-dilutive. No options were granted during the first twenty-four
weeks ended April 18, 2008 and April 20, 2007.

Note 5 - Retirement and Other Benefit
Plans:

The Company has noncontributory-trusteed
defined benefit retirement plans for sales, administrative, supervisory and
certain other employees. The benefits under these plans are primarily based on
years of service and compensation levels. The Company's funding policy is to
contribute annually the maximum amount deductible for federal income tax
purposes, without regard to the plans' unfunded current liability. The
measurement date for the plans is the Company's fiscal year end.

|Net pension cost
      consisted of the following:    |  | 24 weeks ended |   | 24 weeks ended
|----------------------------------------------------- |  | -------------- | - | --------------
|                                                      |  | April 18       |   | April 20      
|                                                      |  | 2008           |   | 2007          
|Service cost                                          |  | $69            |   |               
|Interest
      cost                                   |  | 908            |   |               
|Expected return on plan assets                        |  | (1,072         | ) |               
|Amortization of
      unrecognized prior service cost |  | 1              |   |               
|Curtailment cost                                      |  |               |   |               
|Net pension
      cost                                |  | ($94           | ) |               

The expected Company contribution to the
plans within the next twelve months is $1,161. The Company has funded the plans
in the amount of $1,792 through the second quarter of fiscal 2008.

Note 6 - Commitments:

The Company leases certain transportation
and computer equipment under operating leases. The terms of the transportation
leases provide for annual renewal options and contingent rental payments based
upon mileage and adjustments of rental payments based on the Consumer Price
Index. No material changes have been made to these contracts during the first
twenty-four weeks of fiscal 2008.

Note 7 - Segment
Information:

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

The Company evaluates each segment's
performance based on revenues and operating income. Selling, general and
administrative expenses include corporate accounting, information systems, human
resource management and marketing, which are managed at the corporate level.
These activities are allocated to each operating segment based on revenues
and/or actual usage.

7

---

The following segment information is
presented for the twelve and twenty-four week periods ended April 18, 2008 and
April 20, 2007.

|                                                    |   |             | Refrigerated |                  |              |        |   |             |   |        |   |  |     |    
|--------------------------------------------------- | - | ----------- | ------------ | ---------------- | ------------ | ------ | - | ----------- | - | ------ | - |  | --- | ---
|                                                    |   |             | and          |                  |              |        |   |             |   |        |   |  |     |    
|Twelve Weeks
      Ended                            |   | Frozen Food |              | Snack
      Food |              |        |   |             |   |        |   |  |     |    
|April 18, 2008                                      |   | Products    |              | Products         |              | Other  |   | Elimination |   | Totals
|Sales from external customers                       | $ | 11,111      |              |                  | $            | 13,789 |   |             | $ | -      |   |  | $   | -  
|Intersegment sales                                  |   | -           |              |                  |              | 290    |   |             |   | -      |   |  | 290 |    
|Net sales                                           |   | 11,111      |              |                  |              | 14,079 |   |             |   | -      |   |  | 290 |    
|Cost
      of products sold, excluding depreciation |   | 7,511       |              |                  |              | 9,128  |   |             |   | -      |   |  | 290 |    
|Selling, general and administrative
      expenses  |   | 3,552       |              |                  |              | 5,516  |   |             |   | -      |   |  |     | -  
|Depreciation                                        |   | 176         |              |                  |              | 498    |   |             |   | 74     |   |  |     | -  
|                                                    |   | 11,239      |              |                  |              | 15,142 |   |             |   | 74     |   |  | 290 |    
|Loss
      before taxes                             |   | (128        | )            |                  |              | (1,063 | ) |             |   | (74    | ) |  |     | -  
|Income tax benefit                                  |   | (58         | )            |                  |              | (423   | ) |             |   | -      |   |  |     | -  
|Net
      loss                                      | $ | (70         | )            |                  | $            | (640   | ) |             | $ | (74    | ) |  | $   | -  
|                                                   
|Total assets                                        | $ | 11,323      |              |                  | $            | 24,697 |   |             | $ | 27,598 |   |  | $   | -  
|Additions to property, plant and equipment          | $ | 57          |              |                  | $            | 370    |   |             | $ | 22     |   |  | $   | -  
|                                                    |   |             |              |                  |              |        |   |             |   |        |   |  |     |    
|                                                    |   |             |              |                  | Refrigerated |        |   |             |   |        |   |  |     |    
|                                                    |   |             |              |                  | and          |        |   |             |   |        |   |  |     |    
|Twelve Weeks
      Ended                            |   | Frozen Food |              | Snack
      Food |              |        |   |             |   |        |   |  |     |    
|April 20, 2007                                      |   | Products    |              | Products         |              | Other  |   | Elimination |   | Totals
|Sales from external customers                       | $ | 11,506      |              |                  | $            | 16,388 |   |             | $ | -      |   |  | $   | -  
|Intersegment sales                                  |   | -           |              |                  |              | 276    |   |             |   | -      |   |  |     | 276
|Net sales                                           |   | 11,506      |              |                  |              | 16,664 |   |             |   | -      |   |  |     | 276
|Cost
      of products sold, excluding depreciation |   | 6,955       |              |                  |              | 11,265 |   |             |   | -      |   |  |     | 276
|Selling, general and administrative
      expenses  |   | 3,591       |              |                  |              | 5,933  |   |             |   | -      |   |  |     | -  
|Depreciation                                        |   | 203         |              |                  |              | 484    |   |             |   | 95     |   |  |     | -  
|                                                    |   | 10,749      |              |                  |              | 17,682 |   |             |   | 95     |   |  |     | 276
|Income
      (loss) before taxes                    |   | 757         |              |                  |              | (1,018 | ) |             |   | (95    | ) |  |     | -  
|Income tax provision (benefit)                      |   | 292         |              |                  |              | (375   | ) |             |   | -      |   |  |     | -  
|Net
      income (loss)                             | $ | 465         |              |                  | $            | (643   | ) |             | $ | (95    | ) |  | $   | -  
|                                                   
|Total assets                                        | $ | 11,021      |              |                  | $            | 25,998 |   |             | $ | 32,603 |   |  | $   | -  
|Additions to property, plant and equipment          | $ | 73          |              |                  | $            | 398    |   |             | $ | 18     |   |  | $   | -  
|                                                    |   |             |              |                  |              |        |   |             |   |        |   |  |     |    
|                                                    |   |             |              |                  | Refrigerated |        |   |             |   |        |   |  |     |    
|                                                    |   |             |              |                  | and          |        |   |             |   |        |   |  |     |    
|Twenty-four
      Weeks Ended                       |   | Frozen Food |              | Snack
      Food |              |        |   |             |   |        |   |  |     |    
|April 18, 2008                                      |   | Products    |              | Products         |              | Other  |   | Elimination |   | Totals
|Sales from external customers                       | $ | 24,559      |              |                  | $            | 31,659 |   |             | $ | -      |   |  | $   | -  
|Intersegment sales                                  |   | -           |              |                  |              | 748    |   |             |   | -      |   |  | 748 |    
|Net sales                                           |   | 24,559      |              |                  |              | 32,407 |   |             |   | -      |   |  | 748 |    
|Cost
      of products sold, excluding depreciation |   | 16,261      |              |                  |              | 21,813 |   |             |   | -      |   |  | 748 |    
|Selling, general and administrative
      expenses  |   | 7,042       |              |                  |              | 12,051 |   |             |   | -      |   |  |     | -  
|Depreciation                                        |   | 357         |              |                  |              | 992    |   |             |   | 148    |   |  |     | -  
|                                                    |   | 23,660      |              |                  |              | 34,856 |   |             |   | 148    |   |  | 748 |    
|Income
      (loss) before taxes                    |   | 899         |              |                  |              | (2,449 | ) |             |   | (148   | ) |  |     | -  
|Income tax provision (benefit)                      |   | 322         |              |                  |              | (971   | ) |             |   | -      |   |  |     | -  
|Net
      income (loss)                             | $ | 577         |              |                  | $            | (1,478 | ) |             | $ | (148   | ) |  | $   | -  
|                                                   
|Total assets                                        | $ | 11,323      |              |                  | $            | 24,697 |   |             | $ | 27,598 |   |  | $   | -  
|Additions to property, plant and equipment          | $ | 57          |              |                  | $            | 712    |   |             | $ | 111    |   |  | $   | -  
|                                                    |   |             |              |                  |              |        |   |             |   |        |   |  |     |    
|                                                    |   |             |              |                  | Refrigerated |        |   |             |   |        |   |  |     |    
|                                                    |   |             |              |                  | and          |        |   |             |   |        |   |  |     |    
|Twenty-four
      Weeks Ended                       |   | Frozen Food |              | Snack Food       |              |        |   |             |   |        |   |  |     |    
|April 20, 2007                                      |   | Products    |              | Products         |              | Other  |   | Elimination |   | Totals
|Sales from external customers                       | $ | 23,424      |              |                  | $            | 36,783 |   |             | $ | -      |   |  | $   | -  
|Intersegment sales                                  |   | -           |              |                  |              | 575    |   |             |   | -      |   |  |     | 575
|Net sales                                           |   | 23,424      |              |                  |              | 37,358 |   |             |   | -      |   |  |     | 575
|Cost
      of products sold, excluding depreciation |   | 14,417      |              |                  |              | 25,658 |   |             |   | -      |   |  |     | 575
|Selling, general and administrative
      expenses  |   | 7,029       |              |                  |              | 12,415 |   |             |   | -      |   |  |     | -  
|Depreciation                                        |   | 406         |              |                  |              | 966    |   |             |   | 191    |   |  |     | -  
|                                                    |   | 21,852      |              |                  |              | 39,039 |   |             |   | 191    |   |  |     | 575
|Income
      (loss) before taxes                    |   | 1,572       |              |                  |              | (1,681 | ) |             |   | (191   | ) |  |     | -  
|Income tax provision (benefit)                      |   | 588         |              |                  |              | (656   | ) |             |   | -      |   |  |     | -  
|Net
      income (loss)                             | $ | 984         |              |                  | $            | (1,025 | ) |             | $ | (191   | ) |  | $   | -  
|                                                    |   |             |              |                  |              |        |   |             |   |        |   |  |     |    
|Total assets                                        | $ | 11,021      |              |                  | $            | 25,998 |   |             | $ | 32,603 |   |  | $   | -  
|Additions to property, plant and equipment          | $ | 137         |              |                  | $            | 688    |   |             | $ | 10     |   |  | $   | -  

8

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Note 8 - Income taxes:(in thousands)

In July 2006, the FASB issued FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes," ("FIN 48"),
an interpretation of FASB Statement No. 109, "Accounting for Income Taxes,"
("FASB 109"). FIN 48 clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements in accordance with FASB 109.
This Interpretation prescribes a recognition threshold and measurement attribute
for the financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. FIN 48 also provides guidance on
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition. FIN 48 is effective for fiscal years
beginning after December 15, 2006. The cumulative effect, if any, of applying
FIN 48 is reported as an adjustment to the opening balance of retained earnings
in the year of adoption.

As of November 3, 2007, the Company has
provided a liability of $92 for unrecognized tax benefits related to various
federal and state income tax matters. The cumulative effect of applying this
interpretation has been recorded as a decrease of $92 to opening retained
earnings with an offsetting increase in the accrued FIN 48 liability. This
entire amount would reduce the Companys effective income tax rate if an asset
is recognized in future reporting periods.

As of April 18, 2008, the Company has not
identified any new unrecognized tax benefits or losses.

The Company will recognize any future
accrued interest and penalties related to unrecognized tax benefits in income
tax expense. As of April 18, 2008, the Company had approximately $2 in accrued
interest and penalties which is included as a component of the $92 unrecognized
tax benefit noted above.

The Company is subject to U.S. federal
income tax, and is currently under audit by the Internal Revenue Service for the
years ended November 1, 2002 through October 28, 2005. The Company's federal
income tax returns are open to audit under the statute of limitations for the
years ended October 29, 2004 through November 3, 2006. The Company's statute of
limitations for its years ended November 1, 2002 and October 31,2003 have been
extended to September 30, 2008. The Company believes the appropriate provisions
for all outstanding issues have been made for all years under audit.

The Company is subject to income tax in
California and various other state taxing jurisdictions. The Companys state
income tax returns are open to audit under the statute of limitations for the
years ended October 31, 2003 through November 3, 2006. The Company is currently
under examination for state income taxes by New York.

The Company does not anticipate a
significant change to the total amount of unrecognized tax benefits within the
next twelve months.

9

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Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations

NOTE REGARDING FORWARD-LOOKING
STATEMENTS

Certain statements under Managements
Discussion and Analysis of Financial Condition and Results of Operations and
elsewhere in this report constitute forward-looking statements within the
meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934
(the Exchange Act). 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
Quarterly Report on Form 10Q. Assumptions relating to budgeting, marketing, and
other management decisions are subjective in many respects and thus susceptible
to interpretations and periodic revisions based on actual experience and
business developments, the impact of which may cause the Company to alter its
marketing, capital expenditure or other budgets, which may in turn affect the
Company's business, financial position, results of operations and cash flows.
The reader is therefore cautioned not to place undue reliance on forward-looking
statements contained herein and to consider other risks detailed more fully in
the Companys Annual Report on Form 10-K for the fiscal year ended November 2,
2007. The Company undertakes no obligation to publicly release the result of any
revisions to these forward-looking statements which may be made to reflect
events or circumstances after the date hereof, or to reflect the occurrence of
unanticipated events.

Critical Accounting Policies and
Management Estimates

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, employee healthcare and pension benefits are especially subject to
inherent uncertainties and these estimated liabilities may ultimately settle at
amounts not originally estimated. The Company records promotional and returns
allowances based on recent and historical trends. 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 recently been immaterial. The provision for doubtful accounts
receivable is based on historical trends and current collection 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. Sales to Wal-Mart® comprised 13.1% of
revenues in the first twenty-four weeks of fiscal year 2008 and 16.3% of
accounts receivable was due from Wal-Mart® at April 18, 2008. Wal-Mart®
comprised 14.9% of revenues for the first twenty-four weeks of fiscal year 2007
and 15.5% of accounts receivable at the end of the second quarter of fiscal year
2007.Revenues are
recognized upon passage of title to the customer, typically upon product
pick-up, shipment or delivery to customers. Products are delivered to customers
primarily through the Companys own long-haul fleet or through a Company owned
direct store delivery system.

The Company records the cash surrender or
contract value for life insurance policies as an adjustment of premiums paid in
determining the expense or income to be recognized under the contract for the
period.

Deferred taxes are provided for items
whose financial and tax bases differ. A valuation allowance is provided against
deferred tax assets when it is expected that it is more likely than not that the
related asset will not be fully realized.

The Company provides tax reserves for
federal, state, local and international exposures relating to audit results, tax
planning initiatives and compliance responsibilities. The development of these
reserves requires judgments about tax issues, potential outcomes and timing, and
is a subjective estimate. Although the outcome of these tax audits is uncertain,
in managements opinion adequate provisions for income taxes have been made for
potential liabilities emanating from these reviews. Actual outcomes may differ
materially from these estimates.

10

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The Company assesses the recoverability of
its long-lived assets on an annual basis or whenever adverse events or changes
in circumstances or business climate indicate that expected undiscounted future
cash flows related to such long-lived assets may not be sufficient to support
the net book value of such assets. If undiscounted cash flows are not sufficient
to support the recorded assets, the Company recognizes an impairment to reduce
the carrying value of the applicable long-lived assets to their estimated fair
value.

Executive Level Overview of Business
Segments

The Company operates in two business
segments -- the processing and distribution of frozen products (the Frozen Food
Products Segment), and the processing and distribution of refrigerated and snack
food products, (the Refrigerated and Snack Food Products Segment). For
information regarding the separate financial performance of the business
segments refer to Note 7 of the Notes to the Consolidated Condensed Financial
Statements included in this Quarterly Report on Form 10-Q. The products
manufactured and distributed by the Company consist of an extensive line of food
products, including biscuits, bread dough items, roll dough items, dry sausage
products, beef jerky and a variety of sandwiches and sliced luncheon meats. The
products purchased by the Company for resale include a variety of jerky,
cheeses, salads, party dips, Mexican foods, nuts and other delicatessen type
food products. Although the Company has recently introduced several new
products, most of these products have not contributed significantly to the
Companys revenue growth for the 2008 fiscal year

Frozen Food Products Segment

The products manufactured and distributed
by the Company in the Frozen Food Products Segment consist of an extensive line
of food products, including biscuits, bread dough items, roll dough items and
sandwiches. All items within this segment are considered similar products and
have been aggregated at this level. The Companys frozen food division serves
both food service and retail customers. The Company sells approximately 200
unique frozen food products through wholesalers, cooperatives and distributors
to approximately 21,000 retail outlets and 22,000 restaurants and
institutions.

Refrigerated and Snack Food Products
Segment

The products distributed by the Company in
the Refrigerated and Snack Food Products Segment consist of both products
manufactured by the Company and products manufactured or processed by third
parties. All items within this segment are considered similar products and have
been aggregated at this level. The dry sausage division includes products such
as jerky, meat snacks, sausage, summer sausage and pepperoni products. The deli
division includes products such as ham, sandwiches, cheese, Mexican food,
pastries and other delicatessen type food products. The Companys refrigerated
and snack food products division sells approximately 260 different items through
a direct store delivery network serving approximately 35,000 supermarkets, mass
merchandise and convenience retail stores located in 49 states and Canada. These
customers are comprised of large retail chains and smaller independent
operators.

Results of Operations for the Twelve
Weeks ended April 18, 2008 and Twelve Weeks ended April 20, 2007 (in thousands,
except percentages)

Net
Sales-Consolidated

Net sales decreased by $2,994 (10.7%) to
$24,900 in the second twelve weeks of the 2008 fiscal year compared to the same
twelve-week period last year. Unit volume decreased approximately 14.2%, offset
by unit price increases of 5.9%. Promotional allowances increased by
approximately 0.8%, as a percent of sales, compared to the same twelve-week
period last year. Product return levels increased 0.6% as a percent of sales
compared to the same twelve-week period last year.

Compared to the prior twelve-week period
ended January 25, 2008 (not shown), average weekly sales decreased $535 (20.5%).
The change results primarily from a unit volume decrease of 12.0% as well as an
average unit price decrease of 6.0% during the first twelve weeks of the 2008
fiscal year compared to the previous twelve-week period. The decrease in average
unit price and revenue from the prior period resulted from normal seasonal
factors such as changes in product mix and the previous quarter including the
high volume holiday season.

11

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Net Sales-Frozen Food Products
Segment

Net sales in the Frozen Food Products
Segment decreased by $395 (3.4%) to $11,111 in the second twelve weeks of the
2008 fiscal year compared to the same twelve-week period last year. Unit volume
decreases of 4.5% were offset by unit price increases of 2.8%. Also
contributing to the net sales decline were promotional allowances, which were
higher compared to the same twelve-week period in the prior year.

Net Sales-Refrigerated and Snack
Food Segment

Net sales in the Refrigerated and Snack
Food Products Segment, excluding intersegment sales, decreased by $2,599 (15.9%)
to $13,789 in the second twelve weeks of the 2008 fiscal year compared to the
same twelve-week period last year. Unit volume decreased by 24.0% compared to
the same twelve-week period last year. An increase in unit selling prices (9.9%)
helped to offset the impact of the unit volume decreases, when comparing to the
prior year.

Cost of Products Sold and Gross
Margin-Consolidated

Cost of products sold decreased by $1,595
(8.9%) to $16,349 in the second twelve weeks of the 2008 fiscal year compared to
the same twelve-week period in fiscal 2007. The gross margin before depreciation
decreased from 35.7% to 34.3% primarily due to higher commodity costs and
decreased net sales volume when compared to the same twelve-week period in
fiscal 2007. Recent internal production of previously outsourced items also
improved margins by lowering unit overhead costs.

Compared to the prior twelve-week period
ended January 25, 2008 (not shown), the average weekly cost of products sold
during the second twelve weeks of fiscal year 2008 decreased $386 (22.1%). This
decrease is consistent with the overall sales volume decrease from the prior
period.

Cost of Products Sold-Frozen Food
Products Segment

Cost of products sold in the Frozen Food
Products Segment increased by $556 (8.0%) to $7,511 in the second twelve weeks
of the 2008 fiscal year compared to the same twelve-week period in fiscal 2007.
Higher flour commodity costs were the primary contributing factor to this
increase.

Cost of Products Sold-Refrigerated
and Snack Food Segment

Cost of products sold in the Refrigerated
and Snack Food Products Segment decreased by $2,137 (19.0%) to $9,128 in the
second twelve weeks of the 2008 fiscal year compared to the same twelve-week
period in fiscal 2007. Unit volume declines were the primary factor causing this
decrease.

Selling, General and Administrative
Expenses-Consolidated

Selling, general and administrative
expenses decreased by $456 (4.8%) to $9,068 in the second twelve weeks of fiscal
year 2008 compared to the same twelve-week period in the prior fiscal year. The
change in this category for the twelve-week period ended April 18, 2008 did not
directly correspond to the sales decrease. Favorable trends in cash surrender
value gains, pension and workers compensation expenses helped reduce the
expenses in this category compared to the same twelve week period in the prior
year. Unfavorable trends were experienced in healthcare partially offsetting the
decrease in this category.

Compared to the prior twelve-week period
ended January 25, 2008 (not shown), average weekly selling, general and
administrative expenses decreased by $80 (9.6%). The decrease was primarily
caused by a decrease in average weekly sales and staff reductions. Unfavorable
trends in healthcare were offset by lower cost trends related to pension and
workers compensation expenses.

12

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Selling, General and Administrative
Expenses-Frozen Food Products Segment

Selling, general and administrative
expenses in the Frozen Food Products Segment decreased by $39 (1.1%) to $3,552
in the second twelve weeks of fiscal year 2008 compared to the same twelve week
period in the prior fiscal year.The decrease was primarily driven by lower sales volumes and
lower workers compensation costs.

Selling, General and Administrative
Expenses-Refrigerated and Snack Food Segment

Selling, general and administrative
expenses in the Refrigerated and Snack Food Products Segment decreased by $417
(7.0%) to $5,516 in the second twelve weeks of fiscal year 2008 compared to the
same twelve-week period in the prior fiscal year. Lower unit volume, pension,
and workers compensation expenses were the most significant contributors to the
decrease in selling, general and administrative expenses when compared to the
same twelve-week period in the prior fiscal year.

Depreciation
Expense-Consolidated

Depreciation expense decreased by $34
(4.3%) to $748 in the second twelve weeks of the 2008 fiscal year compared to
the same twelve-week period in fiscal year 2007. The decrease in depreciation
expense reflects certain significant assets becoming fully depreciated in the
2007 fiscal year. Compared to the prior twelve-week period ended January 25,
2008 (not shown), average weekly depreciation remained constant.

Depreciation Expense-Frozen Food
Products and Refrigerated and Snack Food Segments

Depreciation expense in the Frozen Food
Products Segment decreased by $27 (13.3%) to $176 in the second twelve weeks of
the 2008 fiscal year compared to the same twelve-week period in fiscal year
2007. This decrease reflects lower capital spending activity and significant
facilities becoming fully depreciated.

Depreciation expense in the Refrigerated
and Snack Food Products Segment increased by $14 (2.9%) to $498 in the second
twelve weeks of the 2008 fiscal year compared to the same twelve-week period in
fiscal year 2007. The increase in depreciation expense reflects the impact of a
new major manufacturing line put in service in the last sixteen weeks of fiscal
year 2007.

Income
Taxes-Consolidated

The Company recorded an income tax benefit
based on an estimated annual effective tax rate of 38.0% in the second twelve
weeks of fiscal 2008 as compared to 23.3% in the prior fiscal year and 38.9% for
the prior twelve-week period. The change in the effective income tax rate
correlates to revisions in the Companys projected tax rates related to updated
income estimates.

Net
Loss-Consolidated

The net loss of $784 in the twelve weeks
ended April 18, 2008 included a non-taxable gain on life insurance policies in
the amount of $128. Gains and losses on life insurance policies are dependent
upon the performance of the underlying equities and future results may not
produce gains of equal magnitude or may produce losses. Taxable investment
income also decreased on a comparative basis during the second twelve weeks of
fiscal 2008 in the amount of $94 due to lower cash balances and lower short-term
interest rates.

After considering the effect of these
transactions, the Companys results for the twelve week periods ended April 18,
2008 and April 20, 2007 are as follows:

|                                                 |  | 12
      Weeks Ended |                 | 12
      Weeks Ended
|------------------------------------------------ |  | -------------------- | --------------- | --------------------
|                                                 |  | April 18, 2008       |                 | April 20, 2007      
|Net
      loss before taxes, life insurance gain |  |                      |                 |                     
|and investment income                            |  |                      | $ 
      (1,487 | )                   
|Life insurance gain and
      investment income  |  |                      | 222             |                     
|Loss
      before taxes                          |  |                      | (1,265          | )                   
|Income tax
      benefit                         |  |                      | (481            | )                   
|Net
      loss                                   |  |                      | $    (784       | )                   

13

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Results of Operations for the
Twenty-Four Weeks ended April 18, 2008 and Twenty-Four Weeks ended April 20,
2007(in thousands, except percentages)

The Company presents net income or loss
before taxes, life insurance gain or loss and investment income because the
Company believes it is an important measure for investors to use in
understanding the Companys underlying operations.

Net
Sales-Consolidated

Net sales decreased by $3,989 (6.6%) to
$56,218 in the first twenty-four weeks of the 2008 fiscal year compared to the
same twenty-four week period last year. The sales decline was caused by a 13.0%
decrease in unit volume, offset partially by a 6.7% increase in unit price.
Promotional allowances, as a percent of sales, stayed the same at 6.0% compared
to the same twenty-four week period last year.

Net Sales-Frozen Food Products
Segment

Net sales in the Frozen Food Products
Segment increased by $1,135 (4.8%) to $24,559 in the first twenty-four weeks of
the 2008 fiscal year compared to the same twenty-four week period last year.
This change resulted from a 5.9% unit price increase which was offset by a unit
volume decrease of 3.3%.

Net Sales-Refrigerated and Snack
Food Segment

Net sales in the Refrigerated and Snack
Food Products Segment, excluding inter-segment sales, decreased by $5,124
(13.9%) to $31,659 in the first twenty-four weeks of the 2008 fiscal year
compared to the same twenty-four week period last year. Unit volumes were 22.2%
lower than the comparative twenty-four week period, and were offset by average
unit selling prices which were 8.0% higher.

Cost of Products
Sold-Consolidated

Cost of products sold decreased by $2,174
(5.5%) to $37,326 in the first twenty-four weeks of the 2008 fiscal year
compared to the same twenty-four week period in fiscal 2007. The decrease in
cost of products sold on a comparative basis was due primarily to lower unit
sales volume. The 0.8% decrease in gross margin percentage was partially due to
higher flour commodity costs when compared to the same twenty-four-week period
in fiscal year 2007.

Cost of Products SoldFrozen Food
Products Segment

Cost of products sold in the Frozen Food
Products Segment increased by $1,844 (12.8%) to $16,261 in the first twenty-four
weeks of the 2008 fiscal year compared to the same twenty-four week period in
fiscal 2007. Higher flour commodity costs contributed to the increase in costs
of products sold.

Cost of Products SoldRefrigerated
and Snack Food Segment

Cost of products sold in the Refrigerated
and Snack Food Products Segment decreased by $3,845 (15.0%) to $21,813 in the
first twenty-four weeks of the 2008 fiscal year compared to the same
twenty-four-week period in fiscal 2007. Lower unit volume and a decrease in the
amount of distributed items purchased contributed to the decrease in costs of
products sold.

14

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Selling, General and Administrative
Expenses-Consolidated

Selling, general and administrative
expenses decreased by $351 (1.8%) to $19,093 in the first twenty-four weeks of
fiscal year 2008 compared to the same twenty-four week period in the prior
fiscal year. The change in this category for the twenty-four week period ended
April 18, 2008 did not directly correspond to the sales decrease. Reductions in
employee healthcare and pension expense contributed to the decline. Costs for
fuel increased, a loss on the cash surrender value of life insurance policies
and lower interest income offset the decline in selling, general and
administrative expenses.

Selling, General and Administrative
Expenses-Frozen Food Products Segment

Selling, general and administrative
expenses in the Frozen Food Products Segment increased by $13 (0.2%) to $7,042
in the first twenty-four weeks of fiscal year 2008 compared to the same
twenty-four week period in the prior fiscal year. Higher vehicle expenses and
fuel contributed to the increase in selling, general and administrative expenses
when compared to the same twenty-four-week period in fiscal 2007.

Selling, General and Administrative
Expenses-Refrigerated and Snack Food Segment

Selling, general and administrative
expenses in the Refrigerated and Snack Food Products Segment decreased by $364
(2.9%) to $12,051 in the first twenty-four weeks of fiscal year 2008 compared to
the same twenty-four week period in the prior fiscal year. Lower labor,
healthcare and pension expenses contributed to the decrease in selling, general
and administrative expenses when compared to the same twenty-four week period in
fiscal 2007.

Depreciation
Expense-Consolidated

Depreciation expense decreased by $66
(4.2%) to $1,497 in the first twenty-four weeks of the 2008 fiscal year compared
to the same twenty-four week period in fiscal year 2007. The decrease in
depreciation expense was due to lower capital expenditures in recent years and
certain significant assets becoming fully depreciated in a prior
period.

Depreciation Expense-Frozen Food
Products and Refrigerated and Snack Food Segments

Depreciation expense in the Frozen Food
Products Segment decreased by $49 (12.1%) to $357 in the first twenty-four weeks
of the 2008 fiscal year compared to the same twenty-four week period in fiscal
year 2007. The decrease in depreciation expense was due to lower capital
expenditures in recent years and certain significant assets becoming fully
depreciated in a prior period.

Depreciation expense in the Refrigerated
and Snack Food Products Segment increased by $26 (2.7%) to $992 in the first
twenty-four weeks of the 2008 fiscal year compared to the same twenty-four week
period in fiscal year 2007. This increase in depreciation expense results
primarily from the Jerky production line that was placed into service in fiscal
year 2007.

Income
Taxes-Consolidated

The Company recorded an income tax
provision based on an estimated annual effective tax rate of 38.2% in the first
twenty-four weeks of fiscal 2008 as compared to 22.7% in the prior fiscal year.
The change in the effective income tax rate relates to significant non-taxable
gains on life insurance policies and revisions to the Companys projected tax
rates related to updated estimates and the recognition of research and
development tax credits.

15

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Net
Loss-Consolidated

Net loss in the twenty-four weeks ended
April 18, 2008 was affected by non-taxable losses on life insurance policies in
the amount of $190. Gains and losses on life insurance policies are dependent
upon the performance of the underlying equities and future results may produce
losses of equal magnitude. Taxable investment income also decreased on a
comparative basis during the first twenty-four weeks of fiscal 2008 in the
amount of $157 due to lower cash balances and a decrease in short-term interest
rates. After considering the effect of these transactions, the Companys results
were as follows:

|                                                 | 24 Weeks
      Ended |         | 24 Weeks
      Ended
|------------------------------------------------ | -------------------- | ------- | --------------------
|                                                 | April 18, 2008       |         | April 20, 2007      
|Net
      loss before taxes, life insurance gain |                      |         |                     
|and investment income                            |                      | ($1,703 | )                   
|Life insurance gain and
      investment income  |                      | 5       |                     
|Loss
      before taxes                          |                      | (1,698  | )                   
|Income tax
      benefit                         |                      | (649    | )                   
|Net
      loss                                   |                      | ($1,049 | )                   

The Company presents net income or loss
before taxes, life insurance gain or loss and investment income because the
Company believes it is an important measure for investors to use in
understanding the Companys underlying operations.

Liquidity and Capital Resources (in
thousands)

The Companys need for operations growth,
capital expenses and share repurchases are expected to be met with cash flows
provided by operating activities.

Cash flows from operating activities
for the twenty-four weeks ended:

|                                                                | April 18, 2008 |        | April 20, 2007
|--------------------------------------------------------------- | -------------- | ------ | --------------
|Net
      loss                                                  | $              | (1,049 | )             
|Adjustments to
      reconcile net loss to net cash provided by |                |        |               
|operating activities:                                           |                |        |               
|Depreciation                                                    |                | 1,497  |               
|Recovery on accounts receivable                                 |                | (96    | )             
|Gain on sale of property, plant and
      equipment             |                | (29    | )             
|Changes in working
      capital                                |                | 1,003  |               
|Net
      cash provided by operating activities                 | $              | 1,326  |               

Significant changes in working capital
for the twenty-four weeks ended:

April 18, 2008 Operating cash flows for the period ended April 18, 2008
increased primarily due to a significant reduction in accounts receivable in the
amount of $1,863 offset by a reduction in accrued payroll, advertising and other
expenses in the amount of $1,590. During the period the Company funded $1,792
toward its defined benefit pension plan.

April 20, 2007-Operating cash flows for the period ended April 20, 2007
increased primarily due to the sale of trading securities in the amount of
$12,200 and a significant reduction in inventories in the amount of $3,180
offset reductions in accounts payable and accrued payroll, advertising and other
expenses in the amount of $2,539. During the period the Company funded $1,833
toward its defined benefit pension plan.

Cash used in investing activities for
the twenty-four weeks ended:

|                                                    | April 18, 2008 |      | April 20, 2007
|--------------------------------------------------- | -------------- | ---- | --------------
|Proceeds from sale of property, plant and equipment | $              | 35   |               
|Additions to property,
      plant and equipment    |                | (880 | )             
|Net cash used in investing activities               | $              | (845 | )             

16

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Expenditures for property, plant and
equipment include the acquisition of new equipment, upgrading of facilities to
maintain operating efficiency and investments in cost effective technologies to
lower costs. Overall capital spending has declined in recent years as the
Company carefully scrutinizes capital investments for short term pay-back of
investment.

Cash used in financing activities for
the twenty-four weeks ended:

|                                      | April 18, 2008 |        | April 20, 2007
|------------------------------------- | -------------- | ------ | --------------
|Shares
      repurchased              | $              | (2,941 | )             
|Cash dividends
      paid             |                |       |               
|Net cash used in financing activities | $              | (2,941 | )             

The Companys stock repurchase program was
approved by the Board of Directors in November 1999 and was expanded in June
2005. Under the stock repurchase program, the Company is authorized, at the
discretion of management and the Board of Directors, to purchase up to an
aggregate of 2,000 shares of the Companys common stock on the open market. On
March 17, 2008, the Company repurchased approximately 402 shares of its common
stock from a stockholder in a privately-negotiated transaction outside of the
Companys stock repurchase program for an aggregate purchase price of
approximately $2,700. The repurchased shares were retired and constitute
authorized but unissued shares. As of April 18, 2008, up to approximately 483
shares were still authorized for repurchase under the program. No cash dividends
were paid during the first twenty-four weeks of the 2008 fiscal year. The Board
of Directors suspended the quarterly cash dividend at its May 2004 meeting in
recognition of lower profitability levels in recent periods.

The Company remained free of interest
bearing debt during the first twenty-four weeks of fiscal year 2008. The
Company's revolving line of credit with Bank of America expires on April 30,
2010 and provides for borrowings up to $2,000. The Company has not borrowed
under this line for more than twenty consecutive years and expects to renew the
line of credit prior to its expiration.

Recent Accounting
Pronouncements

In December 2007, the FASB issued
Statement of Financial Accounting Standards No. 141R, Business Combinations
(SFAS 141R). SFAS 141R establishes principles and requirements for how an
acquirer in a business combination: 1) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; 2) recognizes and measures the goodwill
acquired in the business combination or a gain from a bargain purchase; and 3)
determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. SFAS 141R is effective for business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. Therefore, the Company expects
to adopt SFAS 141R for any business combinations entered into beginning in
fiscal 2010.

In September 2006, the FASB issued
Statement of Accounting Standards No. 157, Fair Value Measurements (SFAS
157). This Statement defines fair value, provides a framework for measuring
fair value, and expands the disclosures required for fair value measurements.
SFAS 157 applies to other accounting pronouncements that require fair value
measurements; it does not require any new fair value measurements. SFAS 157 is
effective for financial statements for fiscal years beginning after November 15,
2008, the Companys fiscal year 2010. The Company does not expect this Statement
will have a material impact on the Companys results of operations or financial
position upon adoption.

In September 2006, the FASB issued SFAS
No. 158, Employers Accounting for Defined Benefit Pension and Other
Postretirement Plansan amendment of FASB Statements No. 87, 88, 106, and
132(R) (SFAS 158). SFAS 158 requires employers to recognize the over- or
under-funded status of defined benefit plans and other postretirement plans in
the statement of financial position and to recognize changes in the funded
status in the year in which the changes occur through comprehensive income. In
addition, SFAS 158 requires employers to measure the funded status of plans as
of the date of the year-end statement of financial position. The recognition and
disclosure provisions of SFAS 158 became effective for the Companys fiscal year
ended November 2, 2007 while the requirement to measure plan assets and benefit
obligations as of a companys year-end date is effective for fiscal years ending
after December 15, 2008 (effective for the Companys fiscal year ending October
30, 2009). The impact of the Companys initial adoption of SFAS 158 is disclosed
in Note 3 to the Consolidated Financial Statements of the Annual Report on Form
10K for the fiscal year ended November 2, 2007 and is reflected in those
statements.

17

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In February 2007, the FASB issued
Statement of Financial Accounting Standards No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities (SFAS 159). SFAS 159 expands
opportunities to use fair value measurement in financial reporting and permits
entities to choose to measure many financial instruments and certain other items
at fair value. This Statement is effective for fiscal years beginning after
November 15, 2007, or the Companys fiscal year ending October 30, 2009. The
Company does not expect this statement will have a material impact on its
results of operations or financial position.

In December 2007, the FASB issued
Statement of Financial Accounting Standards No. 160, Noncontrolling Interests
in Consolidated Financial Statements (SFAS 160). SFAS 160 amends Accounting
Research Bulletin No. 51,Consolidated Financial
Statements to establish accounting and reporting standards for noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. This
statement clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity and should be reported as equity
in the consolidated financial statements, rather than in the liability or
mezzanine section between liabilities and equity. SFAS 160 also requires
consolidated net income to be reported at amounts that include the amounts
attributable to both the parent and the noncontrolling interest. SFAS 160 is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008; therefore, the Company expects to adopt
SFAS 160 at the beginning of fiscal 2010. Adoption of SFAS 160 is not expected
to have a material impact on the Companys financial position.

Off-Balance Sheet Arrangements

The Company is not engaged in any
off-balance sheet arrangements within the meaning of Item 303(a)(4)(ii) of
Regulation S-K.

Item 3. Quantitative and Qualitative
Disclosures about Market Risk

General Business Risks

General risk 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
Quarterly Report on Form 10-Q and in Bridgford Foods Annual Report on Form 10-K
for the fiscal year ended November 2, 2007. 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 expressly disclaims any intent or 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.

There can be no assurances that the
Companys growth objectives will be met or that product lines will be
profitable. Anticipated and unanticipated declines in customer demand or taste,
sales softness or aggressive competition may have a material adverse effect on
the Companys results of operations. The business is also exposed to the risk of
negative publicity, whether or not based in fact, which affects consumer
perceptions about the health, safety or quality of food and inputs of food
products.

The Company's operating results are
heavily dependent upon the prices paid for raw materials. Other significant
factors that influence operating results include transportation and energy
costs. The marketing of the Company's value-added products does not lend itself
to instantaneous changes in selling prices. While we attempt to change prices to
offset changes in our cost structure, such changes cannot be made frequently
enough or quickly enough to mitigate the significant volatility in our raw
ingredient, transportation, fuel, and other costs. As a result, our operations
and operating margins are impacted significantly by the volatility of our
costs.

18

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Financial Instrument Risk

The Companys financial instruments
generally consist of cash and cash equivalents and life insurance policies. At
April 18, 2008, 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.

Foreign Currency Risk

The Company did not have significant
foreign currency exposure at April 18, 2008.

Concentration of Credit Risk

The Companys credit risk is diversified
across a broad range of customers and geographic regions. Losses due to credit
risk have recently been immaterial. The provision for doubtful accounts
receivable is based on historical trends and current collection 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.

Fixed  Price Contracts Risk

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 purchased within the
specified contract period. No significant contracts remained unfulfilled at
April 18, 2008.

Item 4. Controls and Procedures

Management of the Company, with the
participation and under the supervision of the Companys Chairman and Chief
Financial Officer, has evaluated the effectiveness of the Companys disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) as of the end of the period covered by this Quarterly Report on Form
10Q. Based on this evaluation, the Chairman and Chief Financial Officer have
concluded that the Companys disclosure controls and procedures are effective as
of the end of the period covered by this report to provide reasonable assurance
that material information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified by the Securities and
Exchange Commissions rules and forms. There has been no change in the Companys
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) during the period covered by this report that has
materially affected, or is reasonably likely to materially affect, the Companys
internal control over financial reporting.

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

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

19

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Section 404 of the Sarbanes-Oxley Act
of 2002:

In order to comply with the Sarbanes-Oxley
Act of 2002 (the Act), the Company has undertaken and continues a
comprehensive effort, which includes the documentation and review of its
internal controls. In order to comply with the Act, the Company is in the
process of centralizing most accounting and many administrative functions at its
corporate headquarters in an effort to control the cost of maintaining its
control systems. On July 11, 2006, The Committee of Sponsoring Organizations
issued guidance on how small companies should implement an effective internal
control framework over financial reporting and other risks. This guidance is
considered a key tool to help smaller public companies to confront the
challenges of the Act. As a result, the Company may incur substantial additional
expenses and diversion of managements time. During the course of these
activities, the Company may identify certain internal control issues which
management believes should be improved. These improvements, if necessary, will
likely include further formalization of policies and procedures, improved
segregation of duties, additional information technology system controls and
additional monitoring controls. Although management does not believe that any of
these matters will result in material weaknesses being identified in the
Companys internal controls as defined by the Public Company Accounting
Oversight Board Auditing Standard No. 5, no assurances can be given regarding
the outcome of these efforts. Additionally, control weaknesses may not be
identified in a timely enough manner to allow remediation prior to the issuance
of the auditors report on internal controls over financial reporting. Any
failure to adequately comply could result in sanctions or investigations by
regulatory authorities, which could harm the Companys business or investors
confidence in the Company.

The Securities and Exchange Commission, on
December 15, 2006, adopted new measures to grant relief to smaller public
companies by extending the date of compliance with Section 404 of the Act. Under
these new measures, the Company will be required to comply with the Act in two
phases. The first phase will be effective for the Companys fiscal year ending
October 31, 2008 and will require the Company to issue a management report on
internal control over financial reporting. The second phase will require the
Company to provide an auditors attestation report on internal control over
financial reporting beginning with the Companys fiscal year ending in 2010.

Part II. Other Information

Item 1A. Risk Factors

The risk factors listed in Part I Item
1A. Risk Factors in the Annual Report on Form 10-K for the fiscal year ended
November 2, 2007, should be considered with the information provided elsewhere
in this Quarterly Report on Form 10-Q, which could materially adversely affect
the business, financial condition or results of operations. There have been no
material changes to the risk factors as previously disclosed in such Annual
Report on Form 10-K.

Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds

The Company has not sold any equity
securities during the period covered by this report.The following table provides information regarding repurchases
by the Company of its common stock, for each of the three four-week periods
included in the interim twelve-week period ended April 18, 2008.

ISSUER PURCHASES OF EQUITY SECURITIES

|                                           |  |                 |         |                     |  |                  |  | Maximum              
|------------------------------------------ |  | --------------- | ------- | ------------------- |  | ---------------- |  | ---------------------
|                                           |  |                 |         |                     |  | Total Number of  |  | Number
      of      
|                                           |  |                 |         |                     |  | Shares           |  | Shares that
      May
|                                           |  |                 |         |                     |  | Purchased as     |  | Yet
      Be         
|                                           |  | Total Number of |         |                     |  | Part of Publicly |  | Purchased
      Under
|                                           |  | Shares          |         | Average
      Price |  | Announced Plans  |  | the Plans
      or   
|Period
      (1)                           |  | Purchased       |         | Paid Per Share      |  | or Programs (2)  |  | Programs (2)         
|January
      26, 2008  February 22, 2008 |  |                 | 11,044  |                     |  | $6.96            |  |                      
|                                          
|February 23, 2008  March 21, 2008         |  |                 | 404,735 |                     |  | $6.70            |  |                      
|                                           |  |                 |         |                     |  |                  |  |                      
|March
      22, 2008  April 18, 2008      |  |                 | 1,223   |                     |  | $6.08            |  |                      
|Total                                      |  |                 | 417,002 |                     |  | $6.71            |  |                      

20

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|(1) |  | The periods shown are
      the Companys fiscal periods during the twelve-week quarter ended April
      18, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Except as noted below,
      all repurchases reflected in the foregoing table were made on the open
      market. The Companys stock repurchase program was approved by the Board
      of Directors in November 1999 (1,500,000 shares authorized, disclosed in a
      Form 10-K filed on January 26, 2000) and was expanded in June 2005
      (500,000 additional shares authorized, disclosed in a press release and
      Form 8-K filed on June 17, 2005). Under the stock repurchase program, the
      Company is authorized, at the discretion of management and the Board of
      Directors, to purchase up to an aggregate of 2,000,000 shares of the
      Companys common stock on the open market. The Companys Stock Purchase
      Plan (Purchase Plan) is administered by Citigroup Global Markets Inc.
      (CGM) for purchase of shares of common stock issued by the Company in
      compliance with the requirements of Rule 10b5-1 under the Exchange Act.
      Commencing on September 16, 2007 and continuing through and including
      September 15, 2008, CGM shall act as the Companys exclusive agent to
      purchase Stock under the Purchase Plan. This Purchase Plan supplements any
      purchases of stock by the Company outside of the Purchase Plan, which
      may occur from time to time, in open market transactions pursuant to Rule
      10b-18 of the Exchange Act or in privately-negotiated transactions. On
      March 17, 2008, the Company repurchased 402,255 shares of its common stock
      from a stockholder in a privately-negotiated transaction for an aggregate
      purchase price of approximately $2,700,000. As of April 18, 2008, the
      total maximum number of shares that may be purchased under the Purchase
      Plan is 482,769 at a total maximum aggregate price (exclusive of
      commission) of $4,827,690.

Item 4. Submission of Matters to a Vote
of Security Holders

The Company held its annual meeting of
shareholders on Wednesday, March 19, 2008 at the Crowne Plaza Hotel, 1500 South
Raymond Avenue, Fullerton, California at 10:00 am. Shareholders representing
9,559,194 or 97% of the 9,856,482 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:

|Allan L.
      Bridgford |  | Hugh W.
      Bridgford |  | William L.
      Bridgford
|------------------------ |  | ----------------------- |  | --------------------------
|Todd C.
      Andrews    |  | Richard A.
      Foster |  | Robert E.
      Schulze   
|D. Gregory
      Scott   |  | Paul R.
      Zippwald  |  |                           

The shareholder voting for board members
is summarized as follows:

|Director                   | Votes
    For | Votes
      Withheld
|-------------------------- | ------------- | --------------------
|Allan L.
      Bridgford   | 9,211,287     | 347,907             
|Hugh W.
      Bridgford    | 9,211,287     | 347,907             
|William L.
      Bridgford | 9,211,287     | 347,907             
|Todd C.
      Andrews      | 9,493,817     | 65,377              
|Richard A.
      Foster    | 9,494,774     | 64,420              
|Robert E.
      Schulze    | 9,211,287     | 347,907             
|D. Gregory
      Scott     | 9,494,774     | 64,420              
|Paul R.
      Zippwald     | 9,493,817     | 65,377              

21

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Votes cast for appointment of Haskell
& White, LLP as the independent registered public accounting firm for the
Company for the fiscal year commencing November 3, 2007 were as follows:

| | 9,506,586 |  | FOR    
| | --------- |  | -------
| | 26,201    |  | AGAINST
| | 26,409    |  | ABSTAIN

Item 6.

Exhibits

|Exhibit No. |  | Description                                                                                                                                      
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|31.1        |  | Certification of Chairman (Principal Executive Officer), as
      required by Section 302 of the Sarbanes-Oxley Act of 2002.                     
|           
|31.2        |  | Certification of Chief Financial Officer (Principal Financial
      Officer), as required by Section 302 of the Sarbanes-Oxley Act of
      2002.
|           
|32.1        |  | Certification of Chairman (Principal Executive Officer), as
      required by Section 906 of the Sarbanes-Oxley Act of 2002.                     
|           
|32.2        |  | Certification of Chief Financial Officer (Principal Financial
      Officer), as required by Section 906 of the Sarbanes-Oxley Act of
      2002.

22

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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)                |    
|                         
|Dated: June 2,
      2008 | By:                         | /s/
|                          |                             |    
|                          |                             |    
|                          |                             |    

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