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 April 17,
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. Employerincorporation 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 has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).

Yes [    
]                             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
May 27, 2009 the registrant had 9,422,485 shares of common stock
outstanding.

---

BRIDGFORD FOODS
CORPORATIONFORM 10-Q QUARTERLY
REPORT INDEX

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

Part I. Financial
Information



|                                | Page                                                                                                                                                               
|------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Part I. Financial Information   |                                                                                                                                                                    
|                                |                                                                                                                                                                    
|Item 1.                         | Financial Statements                                                                                                                                               
|                                |                                                                                                                                                                    
|                                | a.
      Consolidated Condensed Balance Sheets at April 17, 2009 (unaudited) and
      October 31, 2008                                                            
|                                |                                                                                                                                                                    
|                                | b.
      Consolidated Condensed Statements of Operations for the twelve and
      twenty-four weeks ended April 17, 2009     and
      April 18, 2008 (unaudited)  
|                                |                                                                                                                                                                    
|                                | c.
      Consolidated Condensed Statement of Shareholders' Equity and Comprehensive
      Loss for the twenty-four     weeks ended April 17,
      2009 (unaudited)
|                                |                                                                                                                                                                    
|                                | d.
      Consolidated Condensed Statements of Cash Flows for the twenty-four weeks
      ended April 17, 2009      and April 18, 2008
      (unaudited)            
|                                |                                                                                                                                                                    
|                                | e.
      Notes to Consolidated Condensed Financial Statements
      (unaudited)                                                                                    
|                                |                                                                                                                                                                    
|Item 2.                         | Management's Discussion and Analysis of Financial Condition and
      Results of Operations                                                                        
|                                |                                                                                                                                                                    
|Item 3.                         | Quantitative and Qualitative Disclosures about Market
      Risk                                                                                                   
|                                |                                                                                                                                                                    
|Item 4T.                        | 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)

|ASSETS                                                                  | April 17, 2009 |        | October 31, 2008
|----------------------------------------------------------------------- | -------------- | ------ | ----------------
|                                                                        | (Unaudited)    |        |                 
|Current assets:                                                         |                |        |                 
|                                                                        |                |        |                 
|Cash and cash
      equivalents                                         | $              | 11,453 |                 
|Accounts receivable, less
      allowance for doubtful accounts of $355 |                |        |                 
|and $397, respectively, and promotional allowances of $2,177            |                |        |                 
|and $2,015, respectively                                                |                | 7,426  |                 
|Inventories (Note 2)                                                    |                | 15,002 |                 
|Prepaid expenses and other
      current assets                         |                | 1,247  |                 
|                                                                        |                |        |                 
|Total current assets                                                    |                | 35,128 |                 
|                                                                        |                |        |                 
|Property, plant and equipment, less                                     |                |        |                 
|accumulated depreciation of
      $54,832                               |                |        |                 
|and $53,840,
      respectively                                         |                | 9,073  |                 
|                                                                        |                |        |                 
|Other non-current assets                                                |                | 10,191 |                 
|                                                                        | $              | 54,392 |                 
|                                                                        |                |        |                 
|LIABILITIES AND SHAREHOLDERS' EQUITY                                    |                |        |                 
|                                                                        |                |        |                 
|Current liabilities:                                                    |                |        |                 
|                                                                        |                |        |                 
|Accounts payable                                                        | $              | 4,055  |                 
|Accrued payroll, advertising
      and other expenses                   |                | 7,305  |                 
|                                                                        |                |        |                 
|Total current liabilities                                               |                | 11,360 |                 
|                                                                        |                |        |                 
|Non-current liabilities                                                 |                | 10,976 |                 
|                                                                        |                |        |                 
|Commitments and Contingencies (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 - 9,432 and 9,435 shares                         |                | 9,489  |                 
|Capital in excess of par
      value                                    |                | 11,195 |                 
|Retained earnings                                                       |                | 16,869 |                 
|Accumulated other
      comprehensive loss                              |                | (5,497 | )               
|                                                                        |                | 32,056 |                 
|                                                                        | $              | 54,392 |                 

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 |        | 24 weeks ended
|------------------------------------------------------------------------ | -------------- | ------ | --------------
|                                                                         | April 17, 2009 |        | April 18, 2008
|Net sales                                                                | $              | 25,632 |               
|                                                                         |                |        |               
|Cost of products sold, excluding depreciation                            |                | 14,671 |               
|                                                                         |                |        |               
|Selling, general and administrative expenses                             |                | 9,154  |               
|Depreciation                                                             |                | 717    |               
|                                                                         |                | 24,542 |               
|                                                                         |                |        |               
|Income (loss) before taxes                                               |                | 1,090  |               
|                                                                         |                |        |               
|Income tax provision (benefit)                                           |                |       |               
|                                                                         |                |        |               
|Net income (loss)                                                        | $              | 1,090  |               
|                                                                         |                |        |               
|Basic and diluted income (loss) per share (Note 3)                       | $              | 0.11   |               
|                                                                         |                |        |               
|Weighted average common shares - Basic and diluted shares
      computed |                | 9,433  |               

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                     |              | (3    | )               |  |          | (3    | )             |  |         | (9     | )     |  |   |        |  |             |        |   |  |  
|Net income                             |              |       |                 |  |          |       |               |  |         |        |       |  |   | 2,571  |  |             |        |   |  |  
|Other comprehensive
      loss:        |              |       |                 |  |          |       |               |  |         |        |       |  |   |        |  |             |        |   |  |  
|Unrealized loss on investments         |              |       |                 |  |          |       |               |  |         |        |       |  |   |        |  |             | (16    | ) |  |  
|Increase in pension liability (Note 4) |              |       |                 |  |          |       |               |  |         |        |       |  |   |        |  |             | (3,022 | ) |  |  
|Comprehensive loss                     |              |       |                 |  |          |       |               |  |         |        |       |  |   |        |  |             |        |   |  |  
|April 17, 2009                         |              | 9,432 |                 |  | $        | 9,489 |               |  | $       | 11,195 |       |  | $ | 16,869 |  | $           | (5,497 | ) |  | $

See accompanying notes to consolidated
condensed financial statements.

4

---

Item 1. d.

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

|                                                                                          | 24 weeks ended
|----------------------------------------------------------------------------------------- | --------------
|                                                                                          | April 17, 2009
|Cash flows from operating activities:                                                     |               
|                                                                                          |               
|Net income (loss)                                                                         | $             
|                                                                                          |               
|Income or charges not
      affecting cash and cash equivalents:                          |               
|Depreciation                                                                              |               
|Recovery on losses on accounts receivable                                                 |               
|Gain on sale of property, plant and equipment                                             |               
|Effect on cash and cash
      equivalents 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 and twenty-four weeks ended April 17, 2009 and April 18,
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 presentation 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 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 and 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. 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.

Financial instruments that subject the
Company to credit risk consist primarily of cash and cash equivalents and
accounts receivable. At April 17, 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 twenty-four weeks ended April 17,
2009 and April 18, 2008, Wal-Mart® accounted for 9.1% and 13.1%, respectively of
consolidated revenues or 15.4% and 16.3% of consolidated accounts
receivable.

Note 2 - Inventories:

Inventories are comprised as follows at
the respective periods:



|                                          | April 17, 2009 |        | October 31, 2008
|----------------------------------------- | -------------- | ------ | ----------------
|Meat,
      ingredientsand
      supplies | $              | 4,688  |                 
|Work in progress                          |                | 2,191  |                 
|Finished
      goods                      |                | 8,123  |                 
|                                          | $              | 15,002 |                 

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 may need to 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 twenty-four week periods ended April 17, 2009 and
April 18, 2008. The effect of the employee stock options outstanding for the
twenty-four weeks ended April 17, 2009 and April 18, 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
twenty-four weeks ended April 17, 2009 and April 18, 2008. The employee stock
option plan expired by its terms on April 29, 2009 and no further stock options
are available for grant under the plan.

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 which are at least equal to the minimum required contributions
needed to avoid a funding deficiency for our funding 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:

|                                                      | 24 weeks ended
|----------------------------------------------------- | --------------
|                                                      | April 17, 2009
|Service cost                                          | $             
|Interest
      cost                                   |               
|Expected return on plan assets                        |               
|Amortization of
      unrecognized prior service cost |               
|Amortization of net (gain) loss from earlier periods  |               
|Net pension
      cost                                | $             

The expected Company contribution to the
plans within the next twelve months is $771. We have funded the plans in the
amount of $361 through the second quarter of fiscal 2009.

The pension liability increased
significantly during the first twenty-four weeks of fiscal 2009 primarily due to
a decrease in the discount rate to 7.40% as of April 17, 2009 from 8.00% as of
October 31, 2008. Statement of Financial 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 reporting period.

Note 5 - Commitments and
Contingencies:

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 2009.

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
April 17, 2009.

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.

7

---

The following segment information is presented for
the twelve and twenty-four weeks ended April 17, 2009 and April 18,
2008.

|                                                    |  |   |                   |                   |                  | Refrigerated     |        |       |             |             |        |        |  |   |     |  |  
|--------------------------------------------------- |  | - | ----------------- | ----------------- | ---------------- | ---------------- | ------ | ----- | ----------- | ----------- | ------ | ------ |  | - | --- |  | -
|                                                    |  |   |                   |                   |                  | and              |        |       |             |             |        |        |  |   |     |  |  
|Twelve Weeks
      Ended                            |  |   |                   | Frozen
      Food |                  | Snack
      Food |        |       |             |             |        |        |  |   |     |  |  
|April 17, 2009                                      |  |   |                   | Products          |                  | Products         |        | Other |             | Elimination |        | Totals
|Sales from external customers                       |  | $ | 11,600            |                   |                  | $                | 14,032 |       |             | $           | -      |        |  | $ | -   |  | $
|Intersegment
      sales                            |  |   | -                 |                   |                  |                  | 188    |       |             |             | -      |        |  |   | 188 |  |  
|Net sales                                           |  |   | 11,600            |                   |                  |                  | 14,220 |       |             |             | -      |        |  |   | 188 |  |  
|Cost of products
      sold, excluding depreciation |  |   | 6,783             |                   |                  |                  | 8,076  |       |             |             | -      |        |  |   | 188 |  |  
|Selling, general and administrative expenses        |  |   | 3,940             |                   |                  |                  | 5,214  |       |             |             | -      |        |  |   | -   |  |  
|Depreciation                                        |  |   | 168               |                   |                  |                  | 508    |       |             |             | 41     |        |  |   | -   |  |  
|                                                    |  |   | 10,891            |                   |                  |                  | 13,798 |       |             |             | 41     |        |  |   | 188 |  |  
|Income (loss)
      before taxes                    |  |   | 709               |                   |                  |                  | 422    |       |             |             | (41    | )      |  |   | -   |  |  
|Income tax provision (benefit)                      |  |   | -                 |                   |                  |                  | -      |       |             |             | -      |        |  |   | -   |  |  
|Net income (loss)                                   |  | $ | 709               |                   |                  | $                | 422    |       |             | $           | (41    | )      |  | $ | -   |  | $
|                                                   
|Total assets                                        |  | $ | 10,482            |                   |                  | $                | 21,434 |       |             | $           | 22,476 |        |  | $ | -   |  | $
|Additions to
      property, plant and equipment    |  | $ | 232               |                   |                  | $                | 33     |       |             | $           | 44     |        |  | $ | -   |  | $
|                                                   
|                                                    |  |   |                   |                   |                  | 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 |  |  
|Income (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              |        |       |             |             |        |        |  |   |     |  |  
|Twenty-four
      Weeks Ended                       |  |   | Frozen
      Food |                   | Snack
      Food |                  |        |       |             |             |        |        |  |   |     | 
|April 17, 2009                                      |  |   | Products          |                   | Products         |                  | Other  |       | Elimination |             | Totals
|Sales from external customers                       |  | $ | 25,714            |                   |                  | $                | 31,441 |       |             | $           | -      |        |  | $ | -   |  | $
|Intersegment
      sales                            |  |   | -                 |                   |                  |                  | 358    |       |             |             | -      |        |  |   | 358 |  |  
|Net sales                                           |  |   | 25,714            |                   |                  |                  | 31,799 |       |             |             | -      |        |  |   | 358 |  |  
|Cost of products
      sold, excluding depreciation |  |   | 14,951            |                   |                  |                  | 19,421 |       |             |             | -      |        |  |   | 358 |  |  
|Selling, general and administrative expenses        |  |   | 7,768             |                   |                  |                  | 11,371 |       |             |             | -      |        |  |   | -   |  |  
|Depreciation                                        |  |   | 333               |                   |                  |                  | 1,017  |       |             |             | 81     |        |  |   | -   |  |  
|                                                    |  |   | 23,052            |                   |                  |                  | 31,809 |       |             |             | 81     |        |  |   | 358 |  |  
|Income (loss)
      before taxes                    |  |   | 2,662             |                   |                  |                  | (10    | )     |             |             | (81    | )      |  |   | -   |  |  
|Income tax provision (benefit)                      |  |   | -                 |                   |                  |                  | -      |       |             |             | -      |        |  |   | -   |  |  
|Net income (loss)                                   |  | $ | 2,662             |                   |                  | $                | (10    | )     |             | $           | (81    | )      |  | $ | -   |  | $
|                                                   
|Total assets                                        |  | $ | 10,482            |                   |                  | $                | 21,434 |       |             | $           | 22,476 |        |  | $ | -   |  | $
|Additions to
      property, plant and equipment    |  | $ | 534               |                   |                  | $                | 148    |       |             | $           | 92     |        |  | $ | -   |  | $

8

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|                                                    |   |             |  | 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    |        |  | $ | -   |  | $

Note 7 - Income Taxes:

The Company expects its effective tax rate
for the fiscal year to be minimal (giving consideration to net operating loss
carryforwards and other available tax deductions). Consequently, no provision
for income taxes is recorded for the twelve and twenty four week periods ended
April 17, 2009.

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.

Due to three years cumulative losses, management has continued the
full valuation allowance on all deferred tax assets through the second 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 April 17,
2009, the Company has not identified any new unrecognized tax benefits or
losses.

We will recognize any future accrued
interest and penalties related to unrecognized tax benefits in income tax
expense. As of April 17, 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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Note 8 - Fair Value Measurements:

Effective November 1, 2008, we adopted SFAS No. 157,
Fair Value Measurements (SFAS No. 157). The purpose of SFAS No. 157 is to
define fair value, establish a framework for measuring fair value and enhance
disclosures about fair value measurements. The standard describes three levels
of inputs that may be used to measure fair value:

- Level 1 inputs: Level 1 inputs are quoted market prices in
  active markets for identical assets or liabilities that are accessible
  at the measurement date.
- Level 2 inputs: Level 2 inputs are from other than quoted
  market prices included in Level 1 that are observable for the asset or
  liability, either directly or indirectly.
- Level 3 inputs: Level 3 inputs are unobservable and should be
  used to measure fair value to the extent that observable inputs are not available.

The hierarchy noted above requires us to minimize the
use of unobservable inputs and to use observable market data, if available, when
determining fair value.

Financial assets carried at fair value as of April
17, 2009 are classified below:

|                                         | Level 1 |       | Level 2 |   | Level 3 |  | Total
|---------------------------------------- | ------- | ----- | ------- | - | ------- |  | -----
|Money market funds                       | $       | 6,030 |         | $ |        |  | $    
|Equity securities available for
    sale |         | 234   |         |   |        |  |      
|Total                                    | $       | 6,264 |         | $ |        |  | $    

10

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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 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. 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. Actual results
could differ from those 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 9.1% of revenues in the first
twenty-four weeks of fiscal year 2009 and 15.4% of accounts receivable was due
from Wal-Mart® at April 17, 2009. In comparison, Wal-Mart® comprised 13.1% of
revenues for the first twenty-four weeks of fiscal year 2008 and 16.3% of
accounts receivable at the end of the second quarter of fiscal year 2008. A portion of sales to Wal-Mart and other major customers are now handled by independent third-party food distributors
who pay us with the sales invoices of Bridgford products sold to these customers.

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. The Company
also uses independent distributors to deliver products in remote geographic
areas of the country.

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.

11

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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 manufacture and distribute 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.

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 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. Independent distributors serve approximately
1,000 stores of all types in areas impractical to serve by our Company-owned
vehicles and personnel.

Results of Operations for the Twelve
Weeks ended April 17, 2009 and Twelve Weeks ended April 18, 2008 (in thousands,
except percentages)

Net
Sales-Consolidated

Net sales increased by $732 (2.9%) to
$25,632 in the second twelve weeks of the 2009 fiscal year compared to the same
twelve-week period last year. Average selling prices per pound increased 3.6%.
The selling price increases were offset by decreased unit sales volume in the
amount of 1.0%. Promotional allowances remained flat, as a percent of sales,
compared to the same twelve-week period last year. Product return levels
decreased 0.2% as a percent of sales compared to the same twelve-week period
last year.

Compared to the prior twelve-week period
ended January 23, 2009 (not shown), average weekly sales decreased $491 (18.7%).
The average selling price per pound and volume levels remained essentially flat
during the second twelve weeks of the 2009 fiscal year compared to the previous
twelve-week period. Promotional allowances increased 1.4% as a percent of sales,
compared to the prior twelve-week period.

12

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Net Sales-Frozen Food Products
Segment

Net sales in the Frozen Food Products
Segment, excluding inter-segment sales, increased by $489 (4.4%) to $11,600 in
the second twelve weeks of the 2009 fiscal year compared to the same twelve-week
period last year. Unit sales volume decreased 7.9% offset by selling price per
pound increase of 11.1% when compared to the comparative twelve-week period last
year. Promotional allowances increased by approximately 0.2%, as a percent of
sales, compared to the same twelve-week period last year.

Net Sales-Refrigerated and Snack
Food Segment

Net sales in the Refrigerated and Snack
Food Products Segment, excluding inter-segment sales, increased by $243 (1.8%)
to $14,032 in the second twelve weeks of the 2009 fiscal year compared to the
same twelve-week period last year. Unit sales volume increased by 5.2% and was
partially offset by a selling price per pound decrease of 2.2% 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 $1,678
(10.3%) to $14,671 in the second twelve weeks of the 2009 fiscal year compared
to the same twelve-week period in fiscal 2008. The gross margin before
depreciation increased from 34.3% to 42.8% in the second twelve weeks of the
2009 fiscal year due to higher selling prices, lower commodity costs and slight
increases in the proportion of goods processed in Company facilities when
compared to the same twelve-week period in fiscal year 2008.

Compared to the prior twelve-week period
ended January 23, 2009 (not shown), the average weekly cost of products sold
during the second twelve weeks of fiscal year 2009 decreased $389 (24.2%). This
decrease is consistent with the overall sales volume decrease compared to the
corresponding period of fiscal year 2008.

Cost of Products Sold-Frozen Food
Products Segment

Cost of products sold in the Frozen Food
Products Segment decreased by $728 (9.7%) to $6,783 in the second twelve weeks
of the 2009 fiscal year compared to the same twelve-week period in fiscal year
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 $1,052 (11.5%) to $8,076 in the
second twelve weeks of the 2009 fiscal year compared to the same twelve-week
period in fiscal year 2008. This decrease corresponds to the reduction in meat
commodity costs and increased in-sourcing of products previously purchased from
outside suppliers.

Selling, General and Administrative
Expenses-Consolidated

Selling, general and administrative
(SG&A) expenses increased by $86 (0.9%) to $9,154 in the second twelve
weeks of fiscal year 2009 compared to the same twelve-week period in the prior
fiscal year. The increase in this category for the twelve-week period ended
April 17, 2009 did not directly correspond to the sales increase. The table
below summarizes the primary expense increases and decreases included in this
category:

|                                       |  | 12 Weeks
      Ended             |   |  | Expense/Loss              
|-------------------------------------- |  | -------------------------------- | - |  | --------------------------
|                                       |  | April 17, 2009                   |   |  | April 18, 2008            
|Fuel                                   |  | $ 
                   
      519 |   |  | $            
         941
|Benefits-Health/Life                   |  | 847                              |   |  | 1,034                     
|Benefits-Workers Compensation          |  | 146                              |   |  | 247                       
|Benefits-Pension                       |  | 239                              |   |  | (28                       
|Cash
      Surrender Value (Gain)/Loss |  | (167                             | ) |  | (127                      
|Other
      SG&A                       |  | 7,570                            |   |  | 7,001                     
|Total                                  |  | $
                 
      9,154  |   |  | $            
      9,068 

13

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When
comparing the second twelve weeks of fiscal year 2009 to the prior twelve-week
period ended January 23, 2009 (not shown), average weekly SG&A decreased by
$69 (8.3%).

Selling, General and Administrative
Expenses-Frozen Food Products Segment

SG&A expenses in the Frozen Food
Products Segment increased by $388 (10.9%) to $3,940 in the second twelve weeks
of fiscal year 2009 compared to the same twelve week period in the prior fiscal
year.Increased
advertising expenses were the primary contributor to this variance.

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

SG&A in the Refrigerated and Snack
Food Products Segment decreased by $302 (5.5%) to $5,214 in the second 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 SG&A 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 $31
(4.1%) to $717 in the second 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 second twelve weeks of fiscal year 2009. Compared to
the prior twelve-week period ended January 23, 2009 (not shown), average weekly
depreciation remained flat.

Depreciation Expense-Frozen Food
Products Segment

Depreciation expense in the Frozen Food
Products Segment decreased by $8 (4.5%) to $168 in the second 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 $10 (2.0%) to $508 in the second
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 second twelve weeks of fiscal year
2009.

Income
Taxes-Consolidated

Our income tax benefits for the second
twelve weeks ended April 17, 2009 and April 18, 2008 are as follows:

|                                 |  | April 17,
      2009      |  |  | April 18,
      2008      | 
|-------------------------------- |  | ------------------------- |  |  | ------------------------- | 
|Total
      income tax benefit   |  | $      
                 |  |  | $    
              (481) | 
|                                 |  |                           |  |  |                           | 
|Regular
      effective tax rate |  | 0%                        |  |  | 38.0%                     | 

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 second twelve weeks of fiscal year 2009 as
compared to 38.0% in the prior fiscal year and 0% for the prior twelve-week
period.

Net Income
(Loss)-Consolidated

The net income of $1,090 in the twelve
weeks ended April 17, 2009 includes a non-taxable gain on life insurance
policies in the amount of $167. 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 decreased on a comparative basis
due to lower short-term interest rates.

14

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After considering the effect of these
transactions, our results for the twelve week periods ended April 17, 2009 and
April 18, 2008 are as follows:

|                                                     | 12 Weeks Ended
|---------------------------------------------------- | --------------
|                                                     | April 17, 2009
|Net income (loss) before taxes, life insurance gains |               
|and investment
income                                | $             
|Life insurance
      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.

Results of Operations for the
Twenty-four Weeks ended April 17, 2009 and April 18, 2008 (in thousands, except
percentages)

Net
Sales-Consolidated

Net sales increased by $937 (1.7%) to
$57,155 in the first twenty-four weeks of the 2009 fiscal year compared to the
same twenty-four week period last year. Average selling prices per pound
increased 6.0%. The selling price increases were offset by decreased unit sales
volume in the amount of 2.9%. Promotional allowances remained flat, as a percent
of sales, compared to the same twenty-four week period last year. Product return
levels increased 0.1% as a percent of sales compared to the same twenty-four
week period last year.

Net Sales-Frozen Food Products
Segment

Net sales in the Frozen Food Products
Segment, excluding inter-segment sales, increased by $1,155 (4.7%) to $25,714 in
the first twenty-four weeks of the 2009 fiscal year compared to the same
twenty-four week period last year. Unit sales volume decreased 8.0% offset by
selling price per pound increase of 13.2% when compared to the comparative
twenty-four week period last year. Promotional allowances increased by
approximately 0.2%, as a percent of sales, compared to the same twenty-four week
period last year.

Net Sales-Refrigerated and Snack
Food Segment

Net sales in the Refrigerated and Snack
Food Products Segment, excluding inter-segment sales, decreased by $218 (0.7%)
to $31,441 in the first twenty-four weeks of the 2009 fiscal year compared to
the same twenty-four week period last year. Unit sales volume decreased by 1.6%
compared to the same twenty-four week period last year. The selling price per
pound increased 3.0% compared to the same twenty-four week period in the prior
year.

Cost of Products Sold and Gross
Margin-Consolidated

Cost of products sold decreased by $3,312
(8.9%) to $34,014 in the first twenty-four weeks of the 2009 fiscal year
compared to the same twenty-four week period in fiscal 2008. The gross margin
before depreciation increased from 33.6% to 40.5% in the first twenty-four weeks
of the 2009 year fiscal year primarily due to lower commodity costs when
compared to the same twenty-four week period in fiscal year 2008.

Cost of Products Sold-Frozen Food
Products Segment

Cost of products sold in the Frozen Food
Products Segment decreased by $1,310 (8.1%) to $14,951 in the first twenty-four
weeks of the 2009 fiscal year compared to the same twenty-four week period in
fiscal year 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 $2,392 (11.0%) to $19,421 in the
first twenty-four weeks of the 2009 fiscal year compared to the same twenty-four
week period in fiscal year 2008. This decrease corresponds to the reduction in
sales volume and increased in-sourcing of products previously purchased from
outside suppliers.

15

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Selling, General and Administrative
Expenses-Consolidated

SG&A expenses increased by $46 (0.2%)
to $19,139 in the first twenty-four weeks of fiscal year 2009 compared to the
same twenty-four week period in the prior fiscal year. The increase in this
category for the twenty-four week period ended April 17, 2009 did not correspond
to the sales increase. The table below summarizes the primary expenses included
in this category:

|                                |                    | 24 Weeks
      Ended         |                           | Expense/Loss
|------------------------------- | ------------------ | ---------------------------- | ------------------------- | ------------
|                                | April 17,
    2009 | April 18, 2008               | Increase
      (Decrease)
|Fuel                            |                    | $                 
      956 |                           |             
|Benefits-Health/Life            |                    | 1,846                        |                           |             
|Benefits-Workers Compensation   |                    | 561                          |                           |             
|Benefits-Pension                |                    | 451                          |                           |             
|Cash
      Surrender Value Loss |                    | 73                           |                           |             
|Other
      SG&A                |                    | 15,252                       |                           |             
|Total                           |                    | $            
      19,139   |                           |             

Selling, General and Administrative
Expenses-Frozen Food Products Segment

SG&A expenses in the Frozen Food
Products Segment increased by $726 (10.3%) to $7,768 in the first twenty-four
weeks of fiscal year 2009 compared to the same twenty-four week period in the
prior fiscal year. Increases in pension and workers compensation were the
primary contributors to this variance.

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

SG&A expenses in the Refrigerated and
Snack Food Products Segment decreased by $680 (5.6%) to $11,371 in the first
twenty-four weeks of fiscal year 2009 compared to the same twenty-four week
period in the prior fiscal year.Significant
decreases in fuel cost and lower travel expenses contributed to the decrease in
SG&A expenses when compared to the same twenty-four week period in the prior
fiscal year. This decline was partially offset by higher pension costs.

Depreciation
Expense-Consolidated

Depreciation expense decreased by $66
(4.4%) to $1,431 in the first twenty-four weeks of the 2009 fiscal year compared
to the same twenty-four 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 twenty-four weeks of fiscal year
2009.

Depreciation Expense-Frozen Food
Products Segment

Depreciation expense in the Frozen Food
Products Segment decreased by $24 (6.7%) to $333 in the first twenty-four weeks
of the 2009 fiscal year compared to the same twenty-four 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 $25 (2.5%) to $1,017 in the first
twenty-four weeks of the 2009 fiscal year compared to the same twenty-four week
period in fiscal year 2008. The increase in depreciation expense reflects the
impact of capital projects placed in service in the first twenty-four weeks of
fiscal year 2009.

16

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Income
Taxes-Consolidated

Our income tax benefits for the first
twenty-four weeks ended April 17, 2009 and April 18, 2008 are as follows:

|                                 |  | April 17,
      2009      |  |  | April 18,
      2008      | 
|-------------------------------- |  | ------------------------- |  |  | ------------------------- | 
|Total
      Income tax benefit   |  | $      
                 |  |  | $    
              (649) | 
|                                 |  |                           |  |  |                           | 
|Regular
      effective tax rate |  | 0%                        |  |  | 38.2%                     | 

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 twenty-four weeks of fiscal 2009 as
compared to 38.2% in the prior fiscal year.

Net Income
(Loss)-Consolidated

The net income of $2,571 in the
twenty-four weeks ended April 17, 2009 includes a non-taxable loss on life
insurance policies in the amount of $73. 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 due to lower short-term interest rates.

After considering the effect of these
transactions, our results for the twenty-four week periods ended April 17, 2009
and April 18, 2008 are as follows:

|                                                                  | 24 Weeks Ended
|----------------------------------------------------------------- | --------------
|                                                                  | April 17, 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 twenty-four weeks ended:

|                                                                         | April 17, 2009 |       | April 18, 2008
|------------------------------------------------------------------------ | -------------- | ----- | --------------
|Net income (loss)                                                        | $              | 2,571 |               
|Adjustments to
      reconcile net income (loss) to net cash provided by |                |       |               
|operating
activities:                                                    |                |       |               
|Depreciation                                                             |                | 1,431 |               
|Recovery on losses on accounts
receivable                                |                | (26   | )             
|Gain on sale of property, plant and
      equipment                      |                | (9    | )             
|Changes in
      operating working capital                               |                | 2,126 |               
|Net cash
      provided by operating activities                          | $              | 6,093 |               

17

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

April 17, 2009 Sources of cash included reductions in inventory of $1,050
and accounts receivable of $1,467. The increase in operating cash flows for the
period ended April 17, 2009 included an increase in accounts payable of $982 and
a decrease in other non-current assets of $72. During the period we funded $361
towards our defined benefit pension plan.

April 18, 2008-Operating cash flows increased primarily due to a reduction
in inventories in the amount of $327 offset by an increase in prepaid expenses
and other current assets in the amount of $423.During the period we funded $1,792
towards our defined benefit pension plan.

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

|                                                 | April 17,2009 |      | April 18,
      2008
|------------------------------------------------ | ------------- | ---- | --------------------
|Proceeds from sale of property, plant and        |               |      |                     
|equipment                                        | $             | 54   |                     
|Additions to
      property, plant and equipment |               | (774 | )                   
|Net cash used in investing activities            | $             | (720 | )                   

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 twenty-four weeks ended:

|                                            | April
      17,2009 |     | April 18,
      2008
|------------------------------------------- | ------------------- | --- | --------------------
|Shares repurchased                          | $                   | (12 | )                   
|Net cash
      used in financing activities | $                   | (12 | )                   

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 April 17, 2009, up to approximately
475 shares were still authorized for repurchase under the program. No cash
dividends were paid during the first twenty-four 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.

Fluctuations in the discount rate used to value our the pension liability resulted in significant changes in net worth
between comparative quarters and year end.

We remained free of interest bearing debt
during the first twenty-four 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 compliance with all loan covenants as of April 17, 2009. 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.

18

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**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.

In April 2009, the Financial Accounting
Standards Board (FASB) issued FASB Staff Position (FSP) FAS 107-1/APB 28-1
(FSP 107-1), which is entitled Interim Disclosures about Fair Value of
Financial Instruments. This pronouncement amended SFAS No 107, Disclosures
about Fair Value of Financial Instruments, to require disclosure of the carrying
amount and the fair value of all financial instruments for interim reporting
periods and annual financial statements of publicly traded companies (even if
the financial instrument is not recognized in the balance sheet), including the
methods and significant assumptions used to estimate the fair values and any
changes in such methods and assumptions. FSP 107-1 also amended APB Opinion No.
28, Interim Financial Reporting, to require disclosures in summarized financial
information at interim reporting periods. FSP 107-1 is effective for interim
reporting periods ending after June 15, 2009, with early adoption permitted for
periods ended after March 15, 2009 if a company also elects to early adopt FSP
FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the
Asset or Liability Have Significantly Decreased and Indentifying Transactions
That Are Not Orderly, and FSP FAS 115-2/FAS 124-2, Recognition and Presentation
of Other-Than-Temporary Impairments.

In April 2009, the FASB also issued FSP
FAS 157-4, which generally applies to all assets and liabilities within the
scope of any accounting pronouncements that require or permit fair value
measurements. This pronouncement, which does not change SFAS No. 157s guidance
regarding Level 1 inputs, requires the entity to (i) evaluate certain factors to
determine whether there has been a significant decrease in the volume and level
of activity for the asset or liability when compared with normal market
activity, (ii) consider whether the preceding indicates that transactions or
quoted prices are not determinative of fair value and, if so, whether a
significant adjustment thereof is necessary to estimate fair value in accordance
with SFAS No. 157, and (iii) ignore the intent to hold the asset or liability
when estimating fair value. FSP FAS 157-4 also provides guidance to consider in
determining whether a transaction is orderly (or not orderly) when there has
been a significant decrease in the volume and level of activity for the asset or
liability, based on the weight of available evidence. This pronouncement is
effective for interim and annual reporting periods ending after June 15, 2009,
and shall be applied prospectively. Early adoption of FSP FAS 157-4 also
requires early adoption of the pronouncement described in the following
paragraph. However, early adoption for periods ended before March 15, 2009 is
not permitted.

In April 2009, the FASB issued FSP FAS
115-2 and 124-2 (hereinafter referred to as FAS 115-2/124-2), which amends the
other-than-temporary impairment (OTTI) recognition guidance in certain
existing U.S. GAAP (including SFAS No. 115 and 130, FSP FAS 115-1/FAS 124-1, and
EITF Issue 99-20) for debt securities classified as available-for-sale and
held-to-maturity. FAS 115-2/124-2 requires the entity to consider (i) whether
the entire amortized cost basis of the security will be recovered (based on the
present value of expected cash flows), and (ii) its intent to sell the security.
Based on the factors described in the preceding sentence, this pronouncement
also explains the process for determining the OTTI to be recognized in other
comprehensive income (generally, the impairment charge for other than a credit
loss) and in earnings. FAS 115-2/124-2 does not change existing recognition or
measurement guidance related to OTTI of equity securities. This pronouncement is
effective as described in the preceding paragraph. Certain transition rules
apply to debt securities held at the beginning of the interim period of adoption
when an OTTI was previously recognized. If an entity early adopts either FSP
107-1 or FSP FAS 157-4, the entity is also required to early adopt this
pronouncement. In addition, if an entity early adopts FAS 115-2/124-2, it is
also required to early adopt FSP FAS 157-4.

The pronouncements described in the
immediately preceding three paragraphs do not require any of the new disclosures
for earlier periods (ended before initial adoption) that are presented for
comparative purposes.

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.

19

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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 submit 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.

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 anddiversion 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.

20

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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 April 17, 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) 
|January 24, 2009  February 20, 2009 |  | 124             |  | $              | 4.08 |                 | 124                  |              | 476,938                  
|                                    
|February 21, 2009  March 20, 2009   |  | 250             |  | $              | 3.92 |                 | 250                  |              | 476,688                  
|                                    
|March 21, 2009  April 17, 2009      |  | 1,612           |  | $              | 4.19 |                 | 1,612                |              | 475,076                  
|                                    
|Total                                |  | 1,986           |  | $              | 4.15 |                 | 1,986                |              |                          

| | (1) |  | The periods shown are
      the fiscal periods during the twelve-week quarter ended April 17,
      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 April 17, 2009, the total
      maximum number of shares that may be purchased under the Purchase Plan is
      475,076 at a total maximum aggregate price (exclusive of commission) of
      $4,750,760.

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

The Company held its annual meeting of
shareholders on Wednesday, March 18, 2009 at the offices of Bridgford Foods
Corporation, 1308 North Patt Street, Anaheim, California at 10:00 am.
Shareholders representing 9,002,547 or 95% of the 9,433,700 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.

21

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|The
      following persons were nominated and elected directors:
|-----------------------------------------------------------------
|                                                                 
|Allan L.
      Bridgford                                         
|Todd C.
      Andrews                                            
|D. Gregory
      Scott                                           

The shareholder voting for board members
is summarized as follows:

|Director                   | Votes
      For | Votes
      Withheld | 
|-------------------------- | --------------- | -------------------- | 
|Allan L.
      Bridgford   | 8,570,386       | 432,161              | 
|William L.
      Bridgford | 8,565,294       | 437,253              | 
|Bruce H.
      Bridgford   | 8,564,934       | 437,613              | 
|Todd C.
      Andrews      | 8,860,607       | 141,940              | 
|Richard A.
      Foster    | 8,856,046       | 146,501              | 
|Robert E.
      Schulze    | 8,558,612       | 443,935              | 
|D. Gregory
      Scott     | 8,860,407       | 142,140              | 
|Paul R.
      Zippwald     | 8,857,846       | 144,701              | 

Votes cast for appointment of Squar,
Milner, Peterson, Miranda & Williamson, LLP as the independent registered
public accounting firm for the Company for the fiscal year commencing November
1, 2008 were as follows:

| | 8,858,749FOR                      
| | ----------------------------------
| | 17,397
      AGAINST              
| | 126,401 ABSTAIN
      or WITHHELD.

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 1,
      2009 | By:                         | /s/                                                            
|                          |                             | Raymond F.
      Lancy                                         
|                          |                             | Chief
      Financial Officer                                  
|                          |                             | (Duly Authorized Officer and Principal Financial
      Officer)

23

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