UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM
10-Q(Mark one)[ X
] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934

For the quarterly period ended January 23,
2009

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.

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

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
March 2, 2009 the registrant had 9,433,657 shares of common stock
outstanding.

1

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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                                                                 
|                                                                                                                                     |                                                                                                   
|                                                                                                                                     |                                                                                                   
|                                                                                                                                     |                                                                                                   
|                                                                                                                                     |                                                                                                   
|                                                                                                                                     |                                                                                                   
|                                                                                                                                     |                                                                                                   
|                                                                                                                                     |                                                                                                   
|                                                                                                                                     |                                                                                                   
|                                                                                                                                     |                                                                                                   
|                                                                                                                                     |                                                                                                   
|                                                                                                                                     |                                                                                                   
|                                                                                                                                     | Item 2.Management's Discussion and Analysis of
      Financial Condition and Results of Operations
|                                                                                                                                     |                                                                                                   
|                                                                                                                                     | Item 3.Quantitative and Qualitative
      Disclosures about Market Risk                           
|                                                                                                                                     |                                                                                                   
|                                                                                                                                     | Item 4T. Controls and Procedures                                                                  
|                                                                                                                                     |                                                                                                   
|Part II. Other Information                                                                                                           |                                                                                                   
|                                                                                                                                     |                                                                                                   
|                                                                                                                                     | Item 1A. Risk Factors                                                                             
|                                                                                                                                     |                                                                                                   
|                                                                                                                                     | Item 2.Unregistered Sales of Equity Securities
      and Use of Proceeds                          
|                                                                                                                                     |                                                                                                   
|                                                                                                                                     | Item 6.Exhibits                                                                                   
|                                                                                                                                     |                                                                                                   
|Signatures                                                                                                                           | 20                                                                                                
|                                                                                                                                     |                                                                                                   
|Items 1, 3, 4 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)

|ASSETS                                                                  | January 23,
      2009 |         | October 31, 2008
|----------------------------------------------------------------------- | ---------------------- | ------- | ----------------
|                                                                        | (Unaudited)            |         |                 
|Current assets:                                                         |                        |         |                 
|                                                                       
|Cash and cash
      equivalents                                         | $                      | 10,213  |                 
|Accounts receivable,
      less allowance for doubtful accounts of $419 |                        |         |                 
|and $397, respectively, and promotional allowances of $2,210            |                        |         |                 
|and $2,015, respectively                                                |                        | 9,073   |                 
|Inventories (Note
      2)                                              |                        | 12,984  |                 
|Prepaid expenses and
      other current assets                         |                        | 1,138   |                 
|                                                                       
|Total
      current assets                                              |                        | 33,408  |                 
|                                                                       
|Property, plant and equipment, less                                     |                        |         |                 
|accumulated
      depreciation of $55,359                               |                        |         |                 
|and $53,840,
      respectively                                         |                        | 9,514   |                 
|                                                                       
|Other non-current assets                                                |                        | 10,023  |                 
|                                                                        | $                      | 52,945  |                 
|                                                                       
|LIABILITIES AND SHAREHOLDERS' EQUITY                                    |                        |         |                 
|                                                                       
|Current liabilities:                                                    |                        |         |                 
|                                                                       
|Accounts payable                                                        | $                      | 3,078   |                 
|Accrued payroll,
      advertising and other expenses                   |                        | 8,102   |                 
|                                                                       
|Total
      current liabilities                                         |                        | 11,180  |                 
|                                                                       
|Non-current liabilities                                                 |                        | 17,379  |                 
|                                                                       
|Commitments (Note 5)                                                    |                        |         |                 
|                                                                       
|Shareholders' equity:                                                   |                        |         |                 
|Preferred stock,
      without par value                                |                        |         |                 
|Authorized - 1,000 shares                                               |                        |         |                 
|Issued and outstanding - none                                           |                        |        |                 
|                                                                       
|Common stock, $1.00 par
      value                                     |                        |         |                 
|Authorized - 20,000 shares                                              |                        |         |                 
|Issued and outstanding - 9,434 and 9,435 shares                         |                        | 9,491   |                 
|Capital in excess of
      par value                                    |                        | 11,202  |                 
|Retained
      earnings                                                 |                        | 15,779  |                 
|Accumulated other
      comprehensive loss                              |                        | (12,086 | )               
|                                                                        |                        | 24,386  |                 
|                                                                        | $                      | 52,945  |                 

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  
|-------------------------------------------------------- | ----------------
|                                                         | January 23, 2009
|Net
      sales                                          | $               
|                                                         |                 
|Cost of
      products sold, excluding depreciation      |                 
|                                                         |                 
|Selling,
      general and administrative expenses       |                 
|Depreciation                                             |                 
|                                                         |                 
|Income
      (loss) before taxes                         |                 
|                                                         |                 
|Income tax
      provision (benefit)                     |                 
|                                                         |                 
|Net income
      (loss)                                  | $               
|                                                        
|Basic and
      diluted income (loss) per share (Note 3) | $               
|                                                         |                 
|Basic and
      diluted shares computed                  |                 

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
|October 31,
      2008   |  | 9,435        |   |           | $ | 9,492    |   |               | $       | 11,204 |   |       | $ | 14,298 |  | $           | (2,459  | ) |  | $
|Shares repurchased       |  | (1           | ) |           |   | (1       | ) |               |         | (2     | ) |       |   |        |  |             |         |   |  |  
|Net
      income         |  |              |   |           |   |          |   |               |         |        |   |       |   | 1,481  |  |             |         |   |  |  
|Other comprehensive      |  |              |   |           |   |          |   |               |         |        |   |       |   |        |  |             |         |   |  |  
|loss:                    |  |              |   |           |   |          |   |               |         |        |   |       |   |        |  |             |         |   |  |  
|Unrealized
      loss on |  |              |   |           |   |          |   |               |         |        |   |       |   |        |  |             |         |   |  |  
|investments              |  |              |   |           |   |          |   |               |         |        |   |       |   |        |  |             | (41     | ) |  |  
|Increase in pension      |  |              |   |           |   |          |   |               |         |        |   |       |   |        |  |             |         |   |  |  
|liability (Note 4)       |  |              |   |           |   |          |   |               |         |        |   |       |   |        |  |             | (9,586  | ) |  |  
|Comprehensive
      loss |  |              |   |           |   |          |   |               |         |        |   |       |   |        |  |             |         |   |  |  
|January 23, 2009         |  | 9,434        |   |           | $ | 9,491    |   |               | $       | 11,202 |   |       | $ | 15,779 |  | $           | (12,086 | ) |  | $

See
accompanying notes to consolidated condensed financial
statements.

4

---

Item 1. d.

BRIDGFORD FOODS
CORPORATIONCONSOLIDATED CONDENSED
STATEMENTS OF CASH FLOWS(Unaudited) (in
thousands)

|                                                                     | 12 weeks ended  
|-------------------------------------------------------------------- | ----------------
|                                                                     | January 23, 2009
|Cash flows
      from operating activities:                          |                 
|                                                                    
|Net income
      (loss)                                              | $               
|                                                                    
|Income charges
      not affecting cash:                             |                 
|Depreciation                                                         |                 
|Provision on losses on accounts receivable                           |                 
|Loss (gain) on sale of property, plant and equipment                 |                 
|Effect on cash
      of changes in operating assets and liabilities: |                 
|Accounts receivable, net                                             |                 
|Inventories                                                          |                 
|Prepaid expenses and other current assets                            |                 
|Other non-current assets                                             |                 
|Accounts payable                                                     |                 
|Accrued payroll, advertising and other expenses                      |                 
|Non-current liabilities                                              |                 
|                                                                    
|Net cash provided by operating activities                            |                 
|                                                                    
|Cash used
      in investing activities:                             |                 
|Proceeds from sale of property, plant and equipment                  |                 
|Additions to
      property, plant and equipment                     |                 
|                                                                    
|Net cash used
      in investing activities                          |                 
|                                                                    
|Cash used
      in financing activities:                             |                 
|Shares repurchased                                                   |                 
|                                                                    
|Net cash used in financing activities                                |                 
|                                                                    
|Net
      increase in cash and cash equivalents                      |                 
|                                                                    
|Cash and
      cash equivalents at beginning of period               |                 
|                                                                    
|Cash and
      cash equivalents at end of period                     | $               
|                                                                    
|Cash paid
      for income taxes                                     | $               

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 - Summary of Significant Accounting
Policies:

The unaudited consolidated condensed financial
statements of Bridgford Foods Corporation (the "Company", "we", "our", "us") for
the twelve weeks ended January 23, 2009 and January 25, 2008 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 October 31, 2008 (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 discussed in
Management's Discussion and Analysis of Financial Condition and Results of
Operations in this Form 10-Q.

The preparation of consolidated financial statements
in conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities as of the date of the financial statements and the reported
revenues and expenses during the reporting periods. Some of the estimates needed
to be made by management include the allowance for doubtful accounts, inventory
reserves, the estimated useful lives of property and equipment, and the
valuation allowance for the Companys deferred tax asset. Actual results could
materially differ from these estimates.

Financial instruments that subject the Company to
credit risk consist primarily of cash and cash equivalents and accounts
receivable. At January 23, 2009 the Company had accounts in excess of the
Federal Deposit Insurance Corporation insurance coverage limit. The Company has
not experienced any losses in these accounts and believes it is not exposed to
any significant credit risk on cash and cash equivalents. The Company issues
credit to a significant number of customers that are diversified over a wide
geographic area. The Company monitors the payment histories of its customers and
maintains an allowance for doubtful accounts which is reviewed for adequacy on a
quarterly basis. The Company does not require collateral from its
customers.

For the twelve weeks ended January 23, 2009 and
January 25, 2008, Wal-Mart® accounted for 8.3% and 13.8%, respectively of
consolidated revenues or 16.5% and 20.4% of consolidated accounts
receivable.

Note 2 - Inventories:

Inventories are comprised as follows at the
respective periods:

|                        | January 23, 2009 |        | October 31, 2008
|----------------------- | ---------------- | ------ | ----------------
|Meat,
      ingredients |                  |        |                 
|and supplies            | $                | 3,712  |                 
|Work in progress        |                  | 1,633  |                 
|Finished
      goods    |                  | 7,639  |                 
|                        | $                | 12,984 |                 

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. We regularly review inventory
quantities on hand and write down any excess or obsolete inventories to
estimated 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.

Note 3 - Basic and Diluted Earnings per
Share:

The Company had 250,000 employee stock options
outstanding during the twelve week periods ended January 23, 2009 and January
25, 2008. The effect of the employee stock options outstanding for the twelve
weeks ended January 23, 2009 and January 25, 2008 was not included in the
calculation of diluted shares and diluted earnings per share as to do so would
be anti-dilutive. No stock options were granted during the first twelve weeks
ended January 23, 2009 and January 25, 2008.

6

---

Note 4 - 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. Our general funding policy is to make
contributions to maintain the minimum funding requirements for our pension plans
in accordance with the Employee Retirement Income Security Act. The measurement
date for the plans is the Company's fiscal year end.

Net pension cost consisted of the following:

|                                                      | 12 weeks ended  
|----------------------------------------------------- | ----------------
|                                                      | January 23, 2009
|Service
      cost                                    | $               
|Interest cost                                         |                 
|Expected
      return on plan assets                  |                 
|Amortization of
      unrecognized prior service cost |                 
|Amortization of net loss                              |                 
|                                                      |                 
|Net pension
      cost                                | $               

The expected Company contribution to the plans within
the next twelve months is $986. We have funded the plans in the amount of $145
through the first quarter of fiscal 2009.

The pension liability increased significantly during
the first twelve weeks of fiscal 2009 primarily due to a decrease in the
discount rate to 6.00% as of January 23, 2009 from 8.00% as of October 31, 2008.
Statement of Accounting Standards ("SFAS") No. 158 "Employers Accounting for
Defined Benefit Pension and Other Postretirement Plans" amended paragraph 44 of
SFAS No. 87 "Employers' Accounting for Pensions" to require that an internal
rate of return analysis be included in the discount rate selection process. The
discount rate was based on the Citigroup Pension Liability Index as of the end
of the accounting period.

Note 5 - 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 ConsumerPriceIndex.
Nomaterialchangeshavebeenmadetothesecontractsduringthefirsttwelveweeksoffiscal2009.

The Company is involved in various other claims and
legal actions arising in the ordinary course of business. In the opinion of
management, the ultimate disposition of these matters will not have a material
adverse effect on the Companys consolidated financial position or results of
operations.

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
January 23, 2009.

7

---

Note 6 - 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).

We evaluate 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.

The following segment information is presented for
the twelve weeks ended January 23, 2009 and January 25, 2008:

|                                                    |                   |          |                  | Refrigerated |        |       |  |             |        |        |  |   |     |  |  
|--------------------------------------------------- | ----------------- | -------- | ---------------- | ------------ | ------ | ----- |  | ----------- | ------ | ------ |  | - | --- |  | -
|                                                    |                   |          |                  | and          |        |       |  |             |        |        |  |   |     |  |  
|Twelve Weeks
      Ended                            | Frozen
      Food |          | Snack
      Food |              |        |       |  |             |        |        |  |   |     | 
|January 23, 2009                                    |                   | Products |                  | Products     |        | Other |  | Elimination |        | Totals
|Sales from external customers                       | $                 | 14,114   |                  | $            | 17,409 |       |  | $           | -      |        |  | $ | -   |  | $
|Intersegment
      sales                            |                   | -        |                  |              | 170    |       |  |             | -      |        |  |   | 170 |  |  
|Net sales                                           |                   | 14,114   |                  |              | 17,579 |       |  |             | -      |        |  |   | 170 |  |  
|Cost of products
      sold, excluding depreciation |                   | 8,168    |                  |              | 11,345 |       |  |             | -      |        |  |   | 170 |  |  
|Selling, general and administrative expenses        |                   | 3,828    |                  |              | 6,157  |       |  |             | -      |        |  |   | -   |  |  
|Depreciation                                        |                   | 165      |                  |              | 509    |       |  |             | 40     |        |  |   | -   |  |  
|                                                    |                   | 12,161   |                  |              | 18,011 |       |  |             | 40     |        |  |   | 170 |  |  
|Income (loss)
      before taxes                    |                   | 1,953    |                  |              | (432   | )     |  |             | (40    | )      |  |   | -   |  |  
|Income tax provision (benefit)                      |                   | -        |                  |              | -      |       |  |             | -      |        |  |   | -   |  |  
|Net income
      (loss)                             | $                 | 1,953    |                  | $            | (432   | )     |  | $           | (40    | )      |  | $ | -   |  | $
|                                                   
|Total assets                                        | $                 | 10,983   |                  | $            | 21,125 |       |  | $           | 20,837 |        |  | $ | -   |  | $
|Additions to
      property, plant and equipment    | $                 | 302      |                  | $            | 115    |       |  | $           | 48     |        |  | $ | -   |  | $
|                                                   
|                                                    |                   |          |                  | Refrigerated |        |       |  |             |        |        |  |   |     |  |  
|                                                    |                   |          |                  | and          |        |       |  |             |        |        |  |   |     |  |  
|Twelve Weeks
      Ended                            | Frozen
      Food |          | Snack
      Food |              |        |       |  |             |        |        |  |   |     | 
|January 25, 2008                                    |                   | Products |                  | Products     |        | Other |  | Elimination |        | Totals
|Sales from external customers                       | $                 | 13,448   |                  | $            | 17,871 |       |  | $           | -      |        |  | $ | -   |  | $
|Intersegment
      sales                            |                   | -        |                  |              | 458    |       |  |             | -      |        |  |   | 458 |  |  
|Net sales                                           |                   | 13,448   |                  |              | 18,329 |       |  |             | -      |        |  |   | 458 |  |  
|Cost of products
      sold, excluding depreciation |                   | 8,750    |                  |              | 12,685 |       |  |             | -      |        |  |   | 458 |  |  
|Selling, general and administrative expenses        |                   | 3,490    |                  |              | 6,535  |       |  |             | -      |        |  |   | -   |  |  
|Depreciation                                        |                   | 181      |                  |              | 493    |       |  |             | 74     |        |  |   | -   |  |  
|                                                    |                   | 12,421   |                  |              | 19,713 |       |  |             | 74     |        |  |   | 458 |  |  
|Income (loss) before taxes                          |                   | 1,027    |                  |              | (1,384 | )     |  |             | (74    | )      |  |   | -   |  |  
|Income tax
      provision (benefit)                |                   | 380      |                  |              | (548   | )     |  |             | -      |        |  |   | -   |  |  
|Net income (loss)                                   | $                 | 647      |                  | $            | (836   | )     |  | $           | (74    | )      |  | $ | -   |  | $
|                                                   
|Total assets                                        | $                 | 10,541   |                  | $            | 22,312 |       |  | $           | 35,307 |        |  | $ | -   |  | $
|Additions to
      property, plant and equipment    | $                 | -        |                  | $            | 342    |       |  | $           | 89     |        |  | $ | -   |  | $

8

---

Note 7 - Income Taxes:

In accordance with the provisions of SFAS No. 109,
"Accounting for Income Taxes", the Company assesses, on a quarterly basis the
realizability of its deferred tax assets. A valuation allowance must be
established when, based upon the evaluation of all available evidence, it is
more likely than not that all or a portion of the deferred tax assets will not
be realized. Realization of deferred tax assets is dependent upon taxable income
in prior carryback years, estimates of future taxable income, tax planning
strategies and reversals of existing taxable temporary differences. SFAS No. 109
provides that forming a conclusion that a valuation allowance is not needed is
difficult when there is negative evidence such as cumulative losses in recent
years or losses expected in early future years.

As a result of recent losses and further
deterioration of economic conditions including decreases in building and real
estate values, the Company changed its tax planning strategies during the fourth
quarter of fiscal 2008. Due to these conditions, management believes it is more
likely than not that the deferred tax assets will not be realized and has
continued the full valuation allowance on all deferred tax assets through the
first quarter of fiscal 2009.

This valuation allowance may be increased or
decreased as conditions change or if the Company is unable to implement certain
tax planning strategies. The Company's future realization of its deferred tax
assets ultimately depends on the existence of sufficient taxable income in the
carryforward periods (both federal and state). Changes in existing laws could
affect the valuation of deferred tax assets for future periods.

In July 2006, the Financial Accounting Standards
Board ("FASB") issued FASB Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes," ("FIN 48"), an interpretation of SFAS No. 109, "Accounting for
Income Taxes". FIN 48 clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements in accordance with SFAS No.
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.

We have provided a liability of $97 for unrecognized
tax benefits related to various federal and state income tax matters.As of November 1, 2008, the cumulative effect of adopting
this interpretation was 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 January 23, 2009, the Company
has not identified any newunrecognizedtaxbenefitsorlosses.

We will recognize any future accrued interest and
penalties related to unrecognized tax benefits in income tax expense. As of
January 23, 2009, we had approximately $7 in accrued interest and penalties
which is included as a component of the $97 unrecognized tax benefit noted
above.

We are subject to U.S. federal income tax, and are
currently under audit by the Internal Revenue Service for the years ended
November 1, 2002 through October 28, 2005. Our federal income tax returns are
open to audit under the statute of limitations for the years ended October 29,
2004 through November 2, 2007. The Company's statute of limitations for its
years ended November 1, 2002 and October 31,2003 have been extended to September
30, 2009. We believe the appropriate provisions for all outstanding issues have
been made for all years under audit.

We are subject to income tax in California and
various other state taxing jurisdictions. Our state income tax returns are open
to audit under the statute of limitations for the years ended October 29, 2004
through October 31, 2008.

We do 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 (dollars in thousands)

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 10-Q. 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 us to alter our marketing,
capital expenditure or other budgets, which may in turn affect our 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 our
Annual Report on Form 10-K for the fiscal year ended October 31, 2008. We
undertake 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 in the United States
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 which vary from our current estimates. We record
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.

Our 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. We have 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. We monitor these customers closely to minimize
the risk of loss. Sales to Wal-Mart® comprised 8.3% of revenues in the first
twelve weeks of fiscal year 2009 and 16.5% of accounts receivable was due from
Wal-Mart® at January 23, 2009. In comparison, Wal-Mart® comprised 13.8% of
revenues for the first twelve weeks of fiscal year 2008 and 20.4% of accounts
receivable at the end of the first quarter of fiscal year 2008.

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 our own
long-haul fleet or through our own direct store delivery system.

We record 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.

We provide 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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We assess the recoverability of our
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, we recognize an impairment to reduce the
carrying value of the applicable long-lived assets to their estimated fair
value.

Overview of Reporting
Segments

We operate 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 6 of the Notes to the Consolidated Condensed Financial Statements included
in this Quarterly Report on Form 10-Q. We manufactured and distributed products
consisting 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. We purchase products for resale including
a variety of jerky, cheeses, salads, party dips, Mexican foods, nuts and other
delicatessen type food products. Our new Shelf Stable Sandwich products
contributed sales of $965 in the first quarter of the 2009 fiscal year. Except
for Shelf Stable Sandwiches, no new products are currently a significant source
of revenue in the 2009 fiscal year to date.

Frozen Food Products Segment

In our Frozen Food Products Segment, we
manufacture and distribute 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. Our frozen food division serves both food service and retail customers.
We sell approximately 190 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

In our Refrigerated and Snack Food
Products Segment, we distribute both products manufactured by us 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. Our Refrigerated and Snack Food Products Segment sells approximately
270 different items through a direct store delivery network serving
approximately 36,000 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 January 23, 2009 and Twelve Weeks ended January 25, 2008 (in
thousands, except percentages)

Net
Sales-Consolidated

Net sales increased by $204 (0.7%) to
$31,523 in the first twelve weeks of the 2009 fiscal year compared to the same
twelve-week period last year. Average selling prices per pound increased 7.2%.
The selling price increases were offset by decreased volume in the amount of
4.2%. Promotional allowances increased by approximately 0.1%, as a percent of
sales, compared to the same twelve-week period last year. Product return levels
increased 0.3% as a percent of sales compared to the same twelve-week period
last year.

Compared to the prior sixteen-week period
ended October 31, 2008 (not shown), average weekly sales increased $240 (10.1%).
This change included an average selling price per pound decrease of 0.2% and a
volume increase of 0.7% during the first twelve weeks of the 2009 fiscal year
compared to the previous sixteen-week period.

11

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Net Sales-Frozen Food Products
Segment

Net sales in the Frozen Food Products
Segment, excluding inter-segment sales and including shelf-stable sandwiches,
increased by $666 (5.0%) to $14,114 in the first twelve weeks of the 2009 fiscal
year compared to the same twelve-week period last year. Sales volume decreased
8.2% offset by selling price per pound increase of 15.1% when compared to the
comparative twelve-week period last year. Promotional allowances increased by
approximately 0.1%, as a percent of sales, compared to the same twelve-week
period last year. Our new Shelf Stable Sandwich products contributed sales of
$965 to the Frozen Foods Product Segment in the first twelve weeks of the 2009
fiscal year. No Shelf Stable Sandwich sales were recorded in the first twelve
weeks of fiscal 2008.

Net Sales-Refrigerated and Snack
Food Segment

Net sales in the Refrigerated and Snack
Food Products Segment, excluding inter-segment sales, decreased by $462 (2.6%)
to $17,409 in the first twelve weeks of the 2009 fiscal year compared to the
same twelve-week period last year. Sales volume decreased by 5.7% compared to
the same twelve-week period last year. The selling price per pound increased
5.7% compared to the same twelve-week period in the prior year.

Cost of Products Sold and Gross
Margin-Consolidated

Cost of products sold decreased by $1,634
(7.8%) to $19,343 in the first twelve weeks of the 2009 fiscal year compared to
the same twelve-week period in fiscal 2008. The gross margin before depreciation
increased from 33.0% to 38.6% in the first twelve weeks of the 2009 fiscal year
primarily due to lower commodity costs when compared to the same twelve-week
period in fiscal 2008.

Compared to the prior sixteen-week period
ended October 31, 2008 (not shown), the average weekly cost of products sold
during the first twelve weeks of fiscal year 2009 increased $21 (1.3%). This
increase is consistent with the overall sales volume increase compared to the
first twelve week period of fiscal 2008.

Cost of Products Sold-Frozen Food
Products Segment

Cost of products sold in the Frozen Food
Products Segment decreased by $582 (6.7%) to $8,168 in the first twelve weeks of
the 2009 fiscal year compared to the same twelve-week period in fiscal 2008.
Lower flour costs contributed significantly to this decrease.

Cost of Products Sold-Refrigerated
and Snack Food Segment

Cost of products sold in the Refrigerated
and Snack Food Products Segment decreased by $1,340 (10.6%) to $11,345 in the
first twelve weeks of the 2009 fiscal year compared to the same twelve-week
period in fiscal 2008. This decrease corresponds to the reduction in sales
volume and increased in-sourcing of products previously purchased from outside
suppliers.

Selling, General and Administrative
Expenses-Consolidated

Selling, general and administrative
(SG&A) expenses decreased by $40 (0.4%) to $9,985 in the first twelve
weeks of fiscal year 2009 compared to the same twelve-week period in the prior
fiscal year. The decrease in this category for the twelve-week period ended
January 23, 2009 did not directly correspond to the sales increase. The table
below summarizes the primary expenses included in this category:

|                                       | 12 Weeks Ended   |       | Expense/Loss    
|-------------------------------------- | ---------------- | ----- | ----------------
|                                       | January 23, 2009 |       | January 25, 2008
|Fuel                                   | $                | 437   |                 
|Benefits-Health/Life                   |                  | 999   |                 
|Benefits-Workers Compensation          |                  | 415   |                 
|Cash Surrender
      Value (Gain)/Loss |                  | 240   |                 
|Other SG&A                             |                  | 7,894 |                 
|Total                                  | $                | 9,985 |                 

12

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When comparing the first twelve weeks of
fiscal year 2009 to the prior sixteen-week period ended October 31, 2008 (not
shown), average weekly selling, general and administrative expenses decreased by
$39 (4.5%).

Selling, General and Administrative
Expenses-Frozen Food Products Segment

Selling, general and administrative
expenses in the Frozen Food Products Segment increased by $338 (9.7%) to $3,828
in the first twelve weeks of fiscal year 2009 compared to the same twelve week
period in the prior fiscal year. Increases in workers compensation and
healthcare costs were the primary contributors to this variance.

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 $378
(5.8%) to $6,157 in the first twelve weeks of fiscal year 2009 compared to the
same twelve-week period in the prior fiscal year. Significant decreases in fuel
cost and lower travel expenses contributed to the decrease in selling, general
and administrative expenses when compared to the same twelve-week period in the
prior fiscal year. This decline was partially offset by higher pension costs.

Depreciation
Expense-Consolidated

Depreciation expense decreased by $34
(4.5%) to $714 in the first twelve weeks of the 2009 fiscal year compared to the
same twelve-week period in fiscal year 2008. The decrease in depreciation
expense reflects a decline in current capital expenditure projects and routine
asset disposals during the first twelve weeks of fiscal 2009. Compared to the
prior sixteen-week period ended October 31, 2008 (not shown), average weekly
depreciation declined by $5 (7.9%) also due to lower capital expenditures and
routine asset disposals.

Depreciation Expense-Frozen Food
Products Segment

Depreciation expense in the Frozen Food
Products Segment decreased by $16 (8.8%) to $165 in the first twelve weeks of
the 2009 fiscal year compared to the same twelve-week period in fiscal year
2008. This decrease reflects lower capital spending activity.

Depreciation Expense-Refrigerated
and Snack Food Segment

Depreciation expense in the Refrigerated
and Snack Food Products Segment increased by $16 (3.2%) to $509 in the first
twelve weeks of the 2009 fiscal year compared to the same twelve-week period in
fiscal year 2008. The increase in depreciation expense reflects the impact of
capital projects placed in service in the first twelve weeks of fiscal year
2009.

Income
Taxes-Consolidated

Our income tax provisions for the first
twelve weeks ended January 23, 2009 and January 25, 2008 are as follows:

|                           | January 23,
      2009 |   | January 25, 2008
|-------------------------- | ---------------------- | - | ----------------
|Total Income tax benefit   | $                      |  |                 
|                          
|Regular effective tax rate |                        | 0 | %               

We previously recorded a full income tax
valuation allowance as of October 31, 2008. As a result, the estimated annual
effective tax rate is 0% in the first twelve weeks of fiscal 2009 as compared to
38.9% in the prior fiscal year and 0% for the prior sixteen-week period. The
change in the regular effective income tax rate correlates to recording a full
valuation allowance, changes in non-taxable losses on life insurance policies
and revisions in our projected tax rates related to updated income
estimates.

13

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Net Income
(Loss)-Consolidated

The net income of $1,481 in the twelve
weeks ended January 23, 2009 includes a non-taxable loss on life insurance
policies in the amount of $240. Gains and losses on life insurance policies are
dependent upon the performance of the underlying equities and future results may
vary considerably. Taxable investment income also decreased on a comparative
basis during the first twelve weeks of fiscal 2009 in the amount of $81 due to
lower cash balances and lower short-term interest rates.

After considering the effect of these
transactions, our results for the twelve week periods ended January 23, 2009 and
January 25, 2008 are as follows:

|                                                                    | 12 Weeks
      Ended
|------------------------------------------------------------------- | --------------------
|                                                                    | January 23, 2009    
|Net income (loss) before taxes, life insurance gains
      (losses) |                     
|and investment income                                               | $                   
|Life insurance (losses) gains and investment income                 |                     
|Income (loss) before taxes                                          |                     
|Income tax (benefit)                                                |                     
|Net income (loss)                                                   | $                   

We present net income or loss before
taxes, life insurance gains (losses) and investment income because we believe it
is an important measure for investors to use in understanding our underlying
operations.

Liquidity and Capital Resources (in
thousands)

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

Cash flows from operating activities
for the twelve weeks ended:

|                                                           | **January 23,2009** |       | **January 25,
      2008**
|---------------------------------------------------------- | ------------------- | ----- | --------------------------
|Net income (loss)                                          | $                   | 1,481 |                           
|Adjustments to reconcile net loss to net cash provided by  |                     |       |                           
|operating activities:                                      |                     |       |                           
|Depreciation                                               |                     | 714   |                           
|Provision on losses on accounts receivable                 |                     | 25    |                           
|Loss (gain) on sale of property, plant and
      equipment |                     | 4     |                           
|Changes in operating working capital                       |                     | 2,357 |                           
|Net cash provided by operating activities                  | $                   | 4,581 |                           

Significant changes in working capital
for the twelve weeks ended:

January 23, 2009 Sources of cash included reductions in inventory of $3,068.
The decrease in operating cash flows for the period ended January 23, 2009
included an increase in prepaid expenses and other current assets in the amount
of $274, an increase in other non-current assets of $3,418 as well as a
reduction in accrued payroll, advertising and other expenses in the amount of
$519. During the period we funded $145 towards our defined benefit pension plan.

14

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January 25, 2008 Operating cash flows increased primarily due to a significant
reduction in inventories in the amount of $4,897 offset by a reduction in
accrued payroll, advertising and other expenses in the amount of $1,211. During
the period we funded $1,442 towards our defined benefit pension plan.

Cash used in investing activities for
the twelve weeks ended:

|                                           | **January 23,
      2009** |      |   | January 25,
      2008
|------------------------------------------ | -------------------------- | ---- | - | ----------------------
|Proceeds from sale of property, plant and  |                            |      |   |                       
|equipment                                  | $                          | 8    |   |                       
|Additions to property, plant and equipment |                            | (465 | ) |                       
|Net cash used in investing activities      | $                          | (457 | ) |                       

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 we
carefully scrutinize capital investments for short term pay-back of investment.

Cash used in financing activities for
the twelve weeks ended:

|                                      | **January 23, 2009** |    | January 25,
      2008
|------------------------------------- | -------------------- | -- | ----------------------
|Shares repurchased                    | $                    | (3 | )                     
|Net cash used in financing activities | $                    | (3 | )                     

Our stock repurchase program was approved
by the Board of Directors in November 1999 and was expanded in June 2005. Under
the stock repurchase program, we are authorized, at the discretion of management
and the Board of Directors, to purchase up to an aggregate of 2,000 shares of
our common stock on the open market. As of January 23, 2009, up to approximately
477 shares were still authorized for repurchase under the program. No cash
dividends were paid during the first twelve weeks of the 2009 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.

We remained free of interest bearing debt
during the first twelve weeks of fiscal year 2009. We have remained free of
interest-bearing debt for twenty-two consecutive years. We maintain a line of
credit with Bank of America that expires April 30, 2010. Under the terms of this
line of credit, we may borrow up to $2,000 at an interest rate equal to the
banks reference rate, unless we elect an optional interest rate. The borrowing
agreement contains various covenants, the more significant of which require us
to maintain certain levels of shareholders equity and working capital. We were
in violation of the shareholders equity covenant as of January 23, 2009 and are
in the process of amending the agreement and possibly obtaining a waiver on
certain loan covenants from Bank of America. There were no borrowings under this
line of credit during the year. Management believes that our strong financial
position and our capital resources are sufficient to provide for our operating
needs and capital expenditures for fiscal 2009.

Recent Accounting
Pronouncements

During the last three years, various
accounting standard-setting bodies have been active in soliciting comments and
issuing statements, interpretations and exposure drafts. For information on new
accounting pronouncements and the impact, if any, on our financial position or
results of operations, see Note 1 of the Notes to the Consolidated Financial
Statements on Form 10-K for fiscal year ended October 31, 2008.

Off-Balance Sheet Arrangements

We are 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

Not applicable to smaller reporting
company.

15

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Item 4T. Controls and Procedures

Our management, with the participation and
under the supervision of our Chairman and Chief Financial Officer, has evaluated
the effectiveness of our 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 10-Q. Based on this evaluation, the Chairman
and Chief Financial Officer have concluded that our 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 us in the reports that we file 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 our 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, our internal
control over financial reporting.

Our management, including our Chairman and
Chief Financial Officer, does not expect that our 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, 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.

16

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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), we have undertaken and continue a comprehensive effort,
which includes the documentation and review of our internal controls. In order
to comply with the Act, we have centralized most accounting and many
administrative functions at our corporate headquarters in an effort to control
the cost of maintaining our control systems. On July 11, 2006, The Committee of
Sponsoring Organizations (COSO) 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, we may incur
substantial additional expenses and diversion of managements time. During the
course of these activities, we 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 our
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 our business or investors confidence in us.

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, we will be required to comply with the Act in two phases.
The first phase was completed by us for the fiscal year ended October 31, 2008
and required us to issue a management report on internal control over financial
reporting. The second phase will require us to provide an auditors attestation
report on internal control over financial reporting beginning with the fiscal
year ending October 30, 2010.

**Changes in Internal Control Over
Financial Reporting**

Since our evaluation as of October 31,
2008, we have had no significant changes in our internal controls (See Exhibit
31.2 and 31.1 paragraph 4(d)).

17

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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
October 31, 2008, should be considered with the information provided elsewhere
in this Quarterly Report on Form 10-Q, which could materially adversely affect
our 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

We have not sold any equity securities
during the period covered by this report.

The following table provides information
regarding repurchases by us of our common stock, for each of the three four-week
periods included in the interim twelve-week period ended January 23, 2009.

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)              
|November 1, 2008  November 28, 2008  |  | 522             |  | $ | 4.79           |  | 522                  |  | 477,236                  
|                                     
|November 29, 2008  December 26, 2008 |  | 56              |  | $ | 4.04           |  | 56                   |  | 477,180                  
|                                     
|December 27, 2008  January 23, 2009  |  | 118             |  | $ | 4.14           |  | 118                  |  | 477,062                  
|                                     
|Total                                 |  | 696             |  | $ | 4.62           |  | 696                  |  |                          

|(1) |  | The periods shown are
      the fiscal periods during the twelve-week quarter ended January 23,
      2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Repurchases reflected
      in the foregoing table were made on the open market. Our 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, we are authorized, at the discretion of our management
      and the Board of Directors, to purchase up to an aggregate of 2,000,000
      shares of our common stock on the open market. Our Stock Purchase Plan
      (Purchase Plan) is administered by Citigroup Global Markets Inc. (CGM)
      for purchase of shares of our common stock in compliance with the
      requirements of Rule 10b5-1 under the Exchange Act. Commencing on October
      14, 2008 and continuing through and including October 13, 2009, CGM shall
      act as our exclusive agent to purchase shares of our common stock under
      the Purchase Plan. This Purchase Plan supplements any purchases of stock
      by us 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. As of January 23, 2009, the total
      maximum number of shares that may be purchased under the Purchase Plan is
      477,062 at a total maximum aggregate price (exclusive of commission) of
      $4,770,620.

18

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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.

19

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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: March 9,
      2009 | By:                        
|                           |                            
|                           |                            
|                           |                            

20

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