##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

| |            |                                                                                             |  | 
| | ---------- | ------------------------------------------------------------------------------------------- |  | 
| | (Mark one) |                                                                                             |  | 
| | [X]        | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934 |  | 

For the quarterly period ended July 11, 2003

OR

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

For the transition period from

Commission file number 0-2396

BRIDGFORD FOODS CORPORATION

(Exact name of Registrant as specified in its charter)


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

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

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

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

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

As of August 22, 2003 the registrant
had 10,290,000 shares of common stock
outstanding.

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of The Exchange Act).

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

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TABLE OF CONTENTS



|                                                  |                                                                                               |                                                                                                                                                 |  |  |  |  |  | 
|------------------------------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  | 
|Part I. Financial Information                    
|                                                  | Item 1. Financial Statements                                                                 
|                                                  |                                                                                               | a. Consolidated Condensed Balance Sheets at July 11, 2003 and November 1, 2002                                                                 
|                                                  |                                                                                               | b. Consolidated Condensed Statements of Income for the 12 weeks and 36 weeks ended July 11, 2003 and 13 weeks and 39 weeks ended August 2, 2002
|                                                  |                                                                                               | b. Consolidated Condensed Statements of Shareholders Equity for the 36 weeks ended July 11, 2003 and 39 weeks ended August 2, 2002            
|                                                  |                                                                                               | c. Consolidated Condensed Statements of Cash Flows for the 36 weeks ended July 11, 2003 and 39 weeks ended August 2, 2002                      
|                                                  |                                                                                               | d. Notes to Consolidated Condensed Financial Statements                                                                                        
|SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
|                                                  | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                  | Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|                                                  | Item 4. Controls and Procedures                                                              
|SIGNATURES                                       
|                                                  | Part II. Other Information                                                                   
|                                                  | Item 6. Exhibits and Reports on Form 8-K                                                     
|EXHIBIT 31.1                                     
|EXHIBIT 31.2                                     
|EXHIBIT 32.1                                     
|EXHIBIT 32.2                                     



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BRIDGFORD FOODS CORPORATION
FORM 10-Q QUARTERLY REPORT
INDEX

|                                                                                                                                                |  |     
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                                |  | Page
|                                                                                                                                                |  |     
|Part I. Financial Information                                                                                                                   |  |     
|                                                                                                                                               
|Item 1. Financial Statements                                                                                                                    |  |     
|                                                                                                                                               
|a. Consolidated Condensed Balance Sheets at July 11, 2003 and November 1, 2002                                                                  |  | 3   
|                                                                                                                                               
|b. Consolidated Condensed Statements of Income for the 12 weeks and 36 weeks
ended July 11, 2003 and 13 weeks and 39 weeks ended August 2, 2002 |  | 4   
|                                                                                                                                               
|b. Consolidated Condensed Statements of Shareholders Equity for the 36 weeks
ended July 11, 2003 and 39 weeks ended August 2, 2002             |  | 4   
|                                                                                                                                               
|c. Consolidated Condensed Statements of Cash Flows for the 36 weeks ended July
11, 2003 and 39 weeks ended August 2, 2002                       |  | 5   
|                                                                                                                                               
|d. Notes to Consolidated Condensed Financial Statements                                                                                         |  | 6   
|                                                                                                                                               
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations                                                   |  | 8   
|                                                                                                                                               
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                                                                              |  | 11  
|                                                                                                                                               
|Item 4. Controls and Procedures                                                                                                                 |  | 11  
|                                                                                                                                               
|Signatures                                                                                                                                      |  | 12  
|                                                                                                                                               
|Part II. Other Information                                                                                                                      |  |     
|                                                                                                                                               
|Item 6. Exhibit and Reports on Form 8-K                                                                                                         |  | 13  

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

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##### Table of Contents






Part I. Financial Information







Item 1. a.

BRIDGFORD FOODS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS

|                                                                                    |                                                                                                            |                           |        |                |        |                |        |        |        | 
|----------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------- | ------------------------- | ------ | -------------- | ------ | -------------- | ------ | ------ | ------ | 
|                                                                                    |                                                                                                            |                           |        | July 11        |        | November 1    
|                                                                                    |                                                                                                            |                           |        | 2003           |        | 2002          
|                                                                                    |                                                                                                            |                           |        |                |        |               
|                                                                                    |                                                                                                            |                           |        | (Unaudited)    |        |               
|                                                                                    |                                                                                                            |                           |        | (in thousands) |        | (in thousands)
|ASSETS                                                                             
|Current assets:                                                                     |                                                                                                            |                           |        |                |        |                |        |       
|                                                                                    | Cash and cash equivalents                                                                                  |                           | $      | 13,537         |        |                | $      | 10,305 |       
|                                                                                    | Accounts receivable, less allowance
for doubtful accounts of $1,365
and $3,419                             |                           |        | 10,334         |        |                |        | 12,566 |       
|                                                                                    | Inventories (Note 2)                                                                                       |                           |        | 16,870         |        |                |        | 17,562 |       
|                                                                                    | Prepaid expenses and other current assets                                                                  |                           |        | 5,399          |        |                |        | 5,980  |       
|                                                                                    |                                                                                                            |                           |        |                |        |                |        |        |        | 
|                                                                                    |                                                                                                            | Total current assets      |        |                | 46,140 |                |        |        | 46,413 | 
|Property, plant and equipment, less
accumulated depreciation of $42,306
and $39,373 |                                                                                                            |                           | 18,095 |                |        |                | 19,030 |       
|Other non-current assets                                                            |                                                                                                            |                           | 12,039 |                |        |                | 11,739 |       
|                                                                                    |                                                                                                            |                           |        |                |        |                |        |        |        | 
|                                                                                    |                                                                                                            | $                         | 76,274 |                |        | $              | 77,182 |       
|                                                                                    |                                                                                                            |                           |        |                |        |                |        |        |        | 
|LIABILITIES AND SHAREHOLDERS EQUITY                                               
|Current liabilities:                                                                |                                                                                                            |                           |        |                |        |                |        |       
|                                                                                    | Accounts payable                                                                                           |                           | $      | 4,306          |        |                | $      | 3,956  |       
|                                                                                    | Accrued payroll and other expenses                                                                         |                           |        | 8,827          |        |                |        | 7,844  |       
|                                                                                    |                                                                                                            |                           |        |                |        |                |        |        |        | 
|                                                                                    |                                                                                                            | Total current liabilities |        |                | 13,133 |                |        |        | 11,800 | 
|                                                                                    |                                                                                                            |                           |        |                |        |                |        |        |        | 
|Non-current liabilities                                                             |                                                                                                            |                           | 10,706 |                |        |                | 10,992 |       
|                                                                                    |                                                                                                            |                           |        |                |        |                |        |        |        | 
|Shareholders equity:                                                               |                                                                                                            |                           |        |                |        |                |        |       
|                                                                                    | Preferred stock, without par value
Authorized  1,000 shares
Issued and outstanding  none                 |                           |        |                |        |                |        |        |       
|                                                                                    | Common stock, $1.00 par value
Authorized  20,000 shares
Issued and outstanding  10,319 and 10,448 shares |                           |        | 10,376         |        |                |        | 10,505 |       
|                                                                                    | Capital in excess of par value                                                                             |                           |        | 16,637         |        |                |        | 17,475 |       
|                                                                                    | Retained earnings                                                                                          |                           |        | 26,788         |        |                |        | 27,776 |       
|                                                                                    |                                                                                                            |                           |        |                |        |                |        |        |        | 
|                                                                                    | Accumulated comprehensive loss                                                                             |                           |        | (1,366         | )      |                |        | (1,366 | )     
|                                                                                    |                                                                                                            |                           |        |                |        |                |        |        |        | 
|                                                                                    |                                                                                                            |                           | 52,435 |                |        |                | 54,390 |       
|                                                                                    |                                                                                                            |                           |        |                |        |                |        |        |        | 
|                                                                                    |                                                                                                            | $                         | 76,274 |                |        | $              | 77,182 |       
|                                                                                    |                                                                                                            |                           |        |                |        |                |        |        |        | 

See accompanying notes to consolidated condensed financial statements.

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Item 1. b.

BRIDGFORD FOODS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)

|                                              |  |                                          |        |                                          |  |                |        |                |  |   |        |  |  |   |         | 
|--------------------------------------------- |  | ---------------------------------------- | ------ | ---------------------------------------- |  | -------------- | ------ | -------------- |  | - | ------ |  |  | - | ------- | 
|                                              |  | (in thousands, except per share amounts) |        | (in thousands, except per share amounts)
|                                              |  |                                          |        |                                         
|                                              |  | 12 weeks ended                           |        | 13 weeks ended                           |  | 36 weeks ended |        | 39 weeks ended
|                                              |  |                                          |        |                                          |  |                |        |               
|                                              |  | July 11                                  |        | August 2                                 |  | July 11        |        | August 2      
|                                              |  | 2003                                     |        | 2002                                     |  | 2003           |        | 2002          
|                                              |  |                                          |        |                                          |  |                |        |               
|Net sales                                     |  | $                                        | 29,977 |                                          |  | $              | 32,025 |                |  | $ | 91,496 |  |  | $ | 104,927 | 
|                                              |  |                                          |        |                                          |  |                |        |                |  |   |        |  |  |   |         | 
|Cost of products sold,
excluding depreciation |  |                                          | 18,482 |                                          |  |                | 20,258 |                |  |   | 57,564 |  |  |   | 65,795  | 
|Selling, general and
administrative expenses  |  |                                          | 9,839  |                                          |  |                | 11,363 |                |  |   | 30,366 |  |  |   | 31,611  | 
|Depreciation                                  |  |                                          | 991    |                                          |  |                | 1,097  |                |  |   | 2,973  |  |  |   | 3,295   | 
|                                              |  |                                          |        |                                          |  |                |        |                |  |   |        |  |  |   |         | 
|                                              |  |                                          | 29,312 |                                          |  |                | 32,718 |                |  |   | 90,903 |  |  |   | 100,701 | 
|                                              |  |                                          |        |                                          |  |                |        |                |  |   |        |  |  |   |         | 
|Income (loss) before taxes                    |  |                                          | 665    |                                          |  |                | (693   | )              |  |   | 593    |  |  |   | 4,226   | 
|Income tax provision (benefit)                |  |                                          | 253    |                                          |  |                | (263   | )              |  |   | 225    |  |  |   | 1,606   | 
|                                              |  |                                          |        |                                          |  |                |        |                |  |   |        |  |  |   |         | 
|Net income (loss)                             |  | $                                        | 412    |                                          |  |                | ($430  | )              |  | $ | 368    |  |  | $ | 2,620   | 
|                                              |  |                                          |        |                                          |  |                |        |                |  |   |        |  |  |   |         | 
|Basic earnings (loss) per share               |  | $                                        | .04    |                                          |  |                | ($.04  | )              |  | $ | .04    |  |  | $ | .25     | 
|                                              |  |                                          |        |                                          |  |                |        |                |  |   |        |  |  |   |         | 
|Basic shares computed                         |  |                                          | 10,375 |                                          |  |                | 10,448 |                |  |   | 10,421 |  |  |   | 10,448  | 
|                                              |  |                                          |        |                                          |  |                |        |                |  |   |        |  |  |   |         | 
|Diluted earnings (loss) per share             |  | $                                        | .04    |                                          |  |                | ($.04  | )              |  | $ | .04    |  |  | $ | .25     | 
|                                              |  |                                          |        |                                          |  |                |        |                |  |   |        |  |  |   |         | 
|Diluted shares computed                       |  |                                          | 10,375 |                                          |  |                | 10,448 |                |  |   | 10,421 |  |  |   | 10,495  | 
|                                              |  |                                          |        |                                          |  |                |        |                |  |   |        |  |  |   |         | 
|Cash dividends paid per share                 |  | $                                        | .03    |                                          |  | $              | .07    |                |  | $ | .13    |  |  | $ | .21     | 
|                                              |  |                                          |        |                                          |  |                |        |                |  |   |        |  |  |   |         | 




CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS EQUITY
(Unaudited)

|                 |                                 |  |                                          |      |           |   |          |      |               |   |               |      |   |   |        |        |   |   |         |   | 
|---------------- | ------------------------------- |  | ---------------------------------------- | ---- | --------- | - | -------- | ---- | ------------- | - | ------------- | ---- | - | - | ------ | ------ | - | - | ------- | - | 
|                 |                                 |  | (in thousands, except per share amounts) |      |          
|                 |                                 |  |                                          |      |          
|                 |                                 |  | Common Stock                             |      | Capital   |   |          |      |               |   | Accumulated  
|                 |                                 |  |                                          |      | in excess |   | Retained |      | Comprehensive
|                 |                                 |  | Shares                                   |      | Amount    |   | of par   |      | earnings      |   | Income (loss)
|                 |                                 |  |                                          |      |           |   |          |      |               |   |              
|November 2, 2001 |                                 |  | 10,448                                   |      |           | $ | 10,505   |      |               | $ | 17,475        |      |   | $ | 29,355 |        |   | $ | 0       |  
|                 | Net income                      |  |                                          |      |           |   |          |      |               |   |               |      |   |   |        | 2,620  |   |   |         |   | 
|                 | Cash dividends
($.21 per share) |  |                                          |      |           |   |          |      |               |   |               |      |   |   |        | (2,193 | ) |   |         |   | 
|                 |                                 |  |                                          |      |           |   |          |      |               |   |               |      |   |   |        |        |   |   |         |  
|August 2, 2002   |                                 |  | 10,448                                   |      |           | $ | 10,505   |      |               | $ | 17,475        |      |   | $ | 29,782 |        |   | $ | 0       |  
|                 |                                 |  |                                          |      |           |   |          |      |               |   |               |      |   |   |        |        |   |   |         |  
|November 1, 2002 |                                 |  | 10,448                                   |      |           | $ | 10,505   |      |               | $ | 17,475        |      |   | $ | 27,776 |        |   |   | ($1,366 | )
|                 | Net income                      |  |                                          |      |           |   |          |      |               |   |               |      |   |   |        | 368    |   |   |         |   | 
|                 | Shares repurchased              |  |                                          | (129 | )         |   |          | (129 | )             |   |               | (838 | ) |   |        |        |   |   |         |   | 
|                 | Cash dividends
($.13 per share) |  |                                          |      |           |   |          |      |               |   |               |      |   |   |        | (1,356 | ) |   |         |   | 
|                 |                                 |  |                                          |      |           |   |          |      |               |   |               |      |   |   |        |        |   |   |         |  
|July 11, 2003    |                                 |  | 10,319                                   |      |           | $ | 10,376   |      |               | $ | 16,637        |      |   | $ | 26,788 |        |   |   | ($1,366 | )
|                 |                                 |  |                                          |      |           |   |          |      |               |   |               |      |   |   |        |        |   |   |         |  

See accompanying notes to consolidated condensed financial statements.

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Item 1.c.

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

|                                                     |                                                      |                                             |                                            |                                           |       |                |        |                |        |        |        |  
|---------------------------------------------------- | ---------------------------------------------------- | ------------------------------------------- | ------------------------------------------ | ----------------------------------------- | ----- | -------------- | ------ | -------------- | ------ | ------ | ------ | -
|                                                     |                                                      |                                             |                                            |                                           |       | 36 weeks ended |        | 39 weeks ended
|                                                     |                                                      |                                             |                                            |                                           |       |                |        |               
|                                                     |                                                      |                                             |                                            |                                           |       | July 11        |        | August 2      
|                                                     |                                                      |                                             |                                            |                                           |       | 2003           |        | 2002          
|                                                     |                                                      |                                             |                                            |                                           |       |                |        |               
|                                                     |                                                      |                                             |                                            |                                           |       | (in thousands) |        | (in thousands)
|Cash flows from operating activities:                |                                                      |                                             |                                            |                                           |       |                |        |               
|                                                     | Net income                                           |                                             | $                                          | 368                                       |       |                | $      | 2,620          |       
|                                                     | Income charges not affecting cash:                   |                                             |                                            |                                           |       |                |        |                |       
|                                                     |                                                      | Depreciation                                |                                            |                                           | 2,973 |                |        |                | 3,295  |       
|                                                     |                                                      | Provision for losses on accounts receivable |                                            |                                           | 628   |                |        |                | 1,118  |       
|                                                     | Effect on cash of changes in assets and
liabilities: |                                             |                                            |                                           |       |                |        |                |       
|                                                     |                                                      | Accounts receivable                         |                                            |                                           | 1,604 |                |        |                | (2,563 | )     
|                                                     |                                                      | Inventories                                 |                                            |                                           | 692   |                |        |                | 965    |       
|                                                     |                                                      | Prepaid expenses and other current assets   |                                            |                                           | 581   |                |        |                | 1,040  |       
|                                                     |                                                      | Other non-current assets                    |                                            |                                           | (300  | )              |        |                | (333   | )     
|                                                     |                                                      | Accounts payable                            |                                            |                                           | 350   |                |        |                | (3,608 | )     
|                                                     |                                                      | Accrued payroll and other expenses          |                                            |                                           | 983   |                |        |                | 1,857  |       
|                                                     |                                                      | Non-current liabilities                     |                                            |                                           | (286  | )              |        |                | (1,641 | )     
|                                                     |                                                      |                                             |                                            |                                           |       |                |        |                |       
|                                                     |                                                      |                                             |                                            | Net cash provided by operating activities |       |                | 7,593  |                |        |        | 2,750  |  
|                                                     |                                                      |                                             |                                            |                                           |       |                |        |                |       
|Cash used in investing activities:                   |                                                      |                                             |                                            |                                           |       |                |        |               
|                                                     |                                                      |                                             | Additions to property, plant and equipment |                                           |       | (2,038         | )      |                |        | (2,696 | )     
|                                                     |                                                      |                                             |                                            |                                           |       |                |        |                |       
|Cash used in financing activities:                   |                                                      |                                             |                                            |                                           |       |                |        |               
|                                                     |                                                      |                                             | Shares repurchased                         |                                           |       | (967           | )      |                |        | 0      |       
|                                                     |                                                      |                                             | Cash dividends paid                        |                                           |       | (1,356         | )      |                |        | (2,193 | )     
|                                                     |                                                      |                                             |                                            |                                           |       |                |        |                |       
|                                                     |                                                      |                                             |                                            | Net cash used in financing activities     |       |                | (2,323 | )              |        |        | (2,193 | )
|                                                     |                                                      |                                             |                                            |                                           |       |                |        |                |       
|Net increase (decrease) in cash and cash
equivalents |                                                      |                                             | 3,232                                      |                                           |       |                | (2,139 | )             
|Cash and cash equivalents at beginning of period     |                                                      |                                             | 10,305                                     |                                           |       |                | 12,974 |               
|                                                     |                                                      |                                             |                                            |                                           |       |                |        |                |       
|Cash and cash equivalents at end of period           |                                                      | $                                           | 13,537                                     |                                           |       | $              | 10,835 |               
|                                                     |                                                      |                                             |                                            |                                           |       |                |        |                |       
|Cash paid for income taxes                           |                                                      | $                                           | 0                                          |                                           |       | $              | 1,684  |               
|                                                     |                                                      |                                             |                                            |                                           |       |                |        |                |       

See accompanying notes to consolidated condensed financial statements.

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Item 1.d.

BRIDGFORD FOODS CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Note 1  General Comments

The unaudited consolidated condensed financial statements of Bridgford
Foods Corporation (the Company) for the twelve and thirty-six weeks ended
July 11, 2003 and the thirteen and thirty-nine weeks ended August 2, 2002 have
been prepared in conformity with the accounting principles described in the
2002 Annual Report to Shareholders and include all adjustments considered
necessary by management for a fair statement of the interim periods. Such
adjustments consist only of normal recurring items. This report should be read
in conjunction with the Companys 2002 Annual Report to Shareholders.

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

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

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

Note 2  Inventories

Inventories are comprised as follows at the respective periods:

|                               |  |                |        |                |  |   |        | 
|------------------------------ |  | -------------- | ------ | -------------- |  | - | ------ | 
|                               |  | July 11        |        | November 1    
|                               |  | 2003           |        | 2002          
|                               |  |                |        |               
|                               |  | (in thousands) |        | (in thousands)
|Meat, ingredients
and supplies |  | $              | 4,232  |                |  | $ | 4,187  | 
|Work in progress               |  |                | 2,449  |                |  |   | 1,940  | 
|Finished goods                 |  |                | 10,190 |                |  |   | 11,435 | 
|                               |  |                |        |                |  |   |        | 
|                               |  | $              | 16,870 |                |  | $ | 17,562 | 
|                               |  |                |        |                |  |   |        | 

Note 3  Basic and diluted earnings per share

The difference between the calculation of basic and diluted shares
outstanding for the thirty-nine week period ended August 2, 2002 was a result
of the dilutive effect of employee stock options totaling 250,000 shares. The
effect of the employee stock options outstanding for the twelve and thirty-six
weeks ended July 11, 2003 was not included in the calculation of diluted shares
and diluted earnings per share as the options outstanding had an exercise price
greater than the price of the stock at period end. The effect of the employee
stock options outstanding for the thirteen weeks ended August 2, 2003 was not
included in the calculation of diluted shares and diluted earnings per share as
to do so would be antidilutive.

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Note 4  Stock-Based Compensation

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

|                               |  |                                          |        |                |  |  |        |  
|------------------------------ |  | ---------------------------------------- | ------ | -------------- |  |  | ------ | -
|                               |  | (in thousands, except per share amounts)
|                               |  |                                         
|                               |  | 12 weeks ended                           |        | 13 weeks ended
|                               |  |                                          |        |               
|                               |  | July 11                                  |        | August 2      
|                               |  | 2003                                     |        | 2002          
|                               |  |                                          |        |               
|Net income (loss), as reported |  | $                                        | 412    |                |  |  | ($430  | )
|Proforma adjustment            |  |                                          | (18    | )              |  |  | (37    | )
|                               |  |                                          |        |                |  |  |        |  
|Proforma net income            |  | $                                        | 394    |                |  |  | ($467  | )
|                               |  |                                          |        |                |  |  |        |  
|Net income (loss) per share:   |  |                                          |        |                |  |  |        |  
|Basic  as reported            |  | $                                        | 0.04   |                |  |  | ($0.04 | )
|                               |  |                                          |        |                |  |  |        |  
|Basic  proforma               |  | $                                        | 0.04   |                |  |  | ($0.04 | )
|                               |  |                                          |        |                |  |  |        |  
|Diluted  as reported          |  | $                                        | 0.04   |                |  |  | ($0.04 | )
|                               |  |                                          |        |                |  |  |        |  
|Diluted  proforma             |  | $                                        | 0.04   |                |  |  | ($0.04 | )
|                               |  |                                          |        |                |  |  |        |  
|Weighted average shares        |  |                                          |        |                |  |  |        |  
|shares outstanding:            |  |                                          |        |                |  |  |        |  
|Basic                          |  |                                          | 10,375 |                |  |  | 10,448 |  
|                               |  |                                          |        |                |  |  |        |  
|Diluted                        |  |                                          | 10,375 |                |  |  | 10,448 |  
|                               |  |                                          |        |                |  |  |        |  



|                        |  |                                          |        |                |  |   |        |  
|----------------------- |  | ---------------------------------------- | ------ | -------------- |  | - | ------ | -
|                        |  | (in thousands, except per share amounts)
|                        |  |                                         
|                        |  | 36 weeks ended                           |        | 39 weeks ended
|                        |  |                                          |        |               
|                        |  | July 11                                  |        | August 2      
|                        |  | 2003                                     |        | 2002          
|                        |  |                                          |        |               
|Net income, as reported |  | $                                        | 368    |                |  | $ | 2,620  |  
|Proforma adjustment     |  |                                          | (55    | )              |  |   | (110   | )
|                        |  |                                          |        |                |  |   |        |  
|Proforma net income     |  | $                                        | 313    |                |  | $ | 2,510  |  
|                        |  |                                          |        |                |  |   |        |  
|Net income per share:   |  |                                          |        |                |  |   |        |  
|Basic  as reported     |  | $                                        | 0.04   |                |  | $ | 0.25   |  
|                        |  |                                          |        |                |  |   |        |  
|Basic  proforma        |  | $                                        | 0.03   |                |  | $ | 0.24   |  
|                        |  |                                          |        |                |  |   |        |  
|Diluted  as reported   |  | $                                        | 0.04   |                |  | $ | 0.25   |  
|                        |  |                                          |        |                |  |   |        |  
|Diluted  proforma      |  | $                                        | 0.03   |                |  | $ | 0.24   |  
|                        |  |                                          |        |                |  |   |        |  
|Weighted average shares |  |                                          |        |                |  |   |        |  
|shares outstanding:     |  |                                          |        |                |  |   |        |  
|Basic                   |  |                                          | 10,421 |                |  |   | 10,448 |  
|                        |  |                                          |        |                |  |   |        |  
|Diluted                 |  |                                          | 10,421 |                |  |   | 10,495 |  
|                        |  |                                          |        |                |  |   |        |  

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

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Item 2.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-Q under Item 2., Managements Discussion
and Analysis of Financial Condition and Results of Operations and elsewhere in
this Form 10-Q constitute forward-looking statements within the meaning of
the Securities Act of 1933 and the Securities Exchange Act of 1934. In
addition, the Company may from time to time make oral forward-looking
statements. Such forward looking statements involve known and unknown risks,
uncertainties, and other factors which may cause the actual results,
performance, or achievements of Bridgford Foods Corporation to be materially
different from any future results, performance or achievements expressed or
implied by such forward looking statements. Such factors include, among
others, the following: general economic and business conditions; the impact of
competitive products and pricing; success of operating initiatives; development
and operating costs; advertising and promotional efforts; adverse publicity;
acceptance of new product offerings; consumer trial and frequency; changes in
business strategy or development plans; availability, terms and deployment of
capital; availability of qualified personnel; commodity, labor, and employee
benefit costs; changes in, or failure to comply with, government regulations;
weather conditions; construction schedules; and other factors referenced in
this Form 10-Q and in Bridgford Foods Corporations Annual Report on Form 10-K
for the fiscal year ended November 1, 2002. Because of these and other factors
that may affect the Companys operating results, past financial performance
should not be considered an indicator of future performance, and investors
should not use historical trends to anticipate results or trends in future
periods. The Company undertakes no obligation to publicly release the results
of any revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof, or to reflect the
occurrence of unanticipated events.

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

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

The Companys credit risk is diversified across a broad range of customers and
geographic regions. Losses due to credit risk have historically been
immaterial although losses in fiscal year 2002 were significant. The provision
for losses on accounts receivable is based on historical trends and current
collectibility risk. The Company has significant amounts receivable with a few
large, well known customers which, although historically secure, could be
subject to material risk should these customers operations suddenly
deteriorate. The Company monitors these customers closely to minimize the risk
of loss. One customer comprised 14.0% of revenues in the third quarter of
fiscal year 2003.

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

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

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

Results of Operations for the Twelve Weeks ended July 11, 2003 and Thirteen Weeks ended August 2, 2002.

Net Sales decreased by $2,048,000 (6.4%) to $29,977,000 in the third
twelve-weeks of the 2003 fiscal year compared to the thirteen-week period last
year. Since the prior year comparison period contains one more week than the
current reporting period, $2,463,000 (7.8%) of the decline in sales results
relates to the Companys

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

change in reporting periods. Unit sales volume improved slightly between
comparative quarters. Sales compared to the prior twelve-week period ended
April 18, 2003 (not shown) increased $903,000 (3.1%) primarily as a result of
improved unit volume and a slight increase in average unit selling
price.

Cost of products sold decreased by $1,776,000 (8.8%) in the third twelve weeks
of the 2003 fiscal year to $18,482,000 compared to the thirteen-week period in
2002. Since the prior year comparison period contains one more week than the
current reporting period, $1,558,000 (7.6%) of the decrease relates to the
Companys change in reporting periods. The gross margin increased on a
comparative basis due to higher processing facility utilization and higher
effective net selling prices. Compared to the prior twelve-week period (not
shown), the cost of products sold increased $557,000 (3.1%), consistent with
improved sales volume.

Selling, general and administrative expenses decreased by $1,524,000 (13.4%) to
$9,839,000 in the third twelve weeks of 2003 compared to the thirteen-week
period last year. The extra week in the comparison period decreased selling,
general and administrative expenses by $874,000 (7.2%). This decrease in the
category as a percentage of sales relates primarily to lower comparative costs
for employee healthcare, fuel, vehicle repair costs and pension expense
compared to the same period in the prior year. Compared to the prior
twelve-week period (not shown), selling, general and administrative expenses
decreased by $145,000 (1.5%). The decrease in selling, general and
administrative expenses is primarily due to lower costs for advertising,
employee healthcare and temporary labor.

Depreciation expense decreased by $106,000 (9.6%) in the third twelve weeks of
the 2003 fiscal year compared to the thirteen-week period in 2002. As a result
of the additional week in the prior period, depreciation expense for the twelve
weeks ended July 11, 2003 is $84,000 (7.5%) less than the comparison period.
Depreciation expense remained constant at $991,000 in the third twelve weeks of
fiscal 2003 compared to the prior twelve-week period (not shown). The changes
in depreciation expense were insignificant to the results of the quarter. The
effective income tax rate was 38.0% in the third twelve weeks of fiscal 2003,
consistent with the prior fiscal year and the prior twelve-week period.

Results of Operations for the Thirty-Six Weeks ended July 11, 2003 and Thirty-Nine Weeks ended August 2, 2002.

Net Sales for the thirty-six weeks of fiscal year 2003 decreased by $13,431,000
(12.8%) to $91,496,000 compared to the thirty-nine week period of fiscal year
2002. The Companys change in reporting periods from thirty-nine to thirty-six
weeks decreased sales by $8,071,000 (7.3%). The balance of the decrease
relates primarily to the decline in unit sales volume caused by the continued
adverse affects of the recession. Promotional activity was also slightly
higher as a percentage of sales.

Cost of Sales decreased in the first thirty-six weeks of fiscal year 2003 by
$8,231,000 (12.5%) to $57,564,000 compared to the thirty-nine week period of
fiscal year 2002. Cost of Sales in the first thirty-six weeks declined
primarily as a result of lower unit sales volume. The additional three weeks
included in the year-to-date comparison contributes $5,061,000 (7.3%) of the
decrease in cost of sales. The gross margin was consistent on a comparative
basis.

Selling, general and administrative expenses decreased by $1,245,000 (3.9%) to
$30,366,000 in the first thirty-six weeks of fiscal 2003 compared to prior
fiscal thirty-nine week period. Considering the extra three weeks in the
comparison period, selling, general and administrative expenses increased
$2,432,000 (8.0%). The increase in this category as a percentage of sales
relates primarily to higher costs for employee healthcare, workers
compensation, property & liability insurance, fuel, vehicle repair costs and
pension expense compared to the same period in the prior year.

Depreciation expense decreased $322,000 (9.7%) in the first thirty-six weeks of
fiscal 2003 compared to the prior fiscal thirty-nine week period. As a result
of the additional three weeks in the prior period, depreciation expense for the
thirty-six weeks ended July 11, 2003 is $253,000 (7.5%) less than the
comparison period. The changes in depreciation expense were insignificant to
the year-to-date results.

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Liquidity and Capital Resources

Cash and cash equivalents increased by $3,232,000 (31.4%) to $13,537,000 during
the first thirty-six weeks of the 2003 fiscal year from the fiscal year ended
November 1, 2002. The principal items favorably affecting the $7,593,000 net
cash provided by operating activities were net income of $368,000, depreciation
expense of $2,973,000, reductions in accounts receivable of $1,604,000 and
inventory of $692,000, increases in accounts payable and accrued payroll and
other expenses of $350,000 and $983,000, respectively, offset by an increase in
non-current assets of $300,000 and a reduction in non-current liabilities of
$286,000.

Cash used in investing activities during the first thirty-six weeks of fiscal
2003 consisted of $2,039,000 in additions to property, plant and equipment.
This amount reflects the Companys continued investment in processing,
transportation and information technology equipment.

Cash used in financing activities consisted of cash dividends in the amount of
$1,356,000 and $2,193,000, in the first thirty-six weeks of fiscal year 2003
and the first thirty-nine weeks of fiscal year 2002, respectively. The decline
in cash dividends reflects the decrease in dividends per share from $0.07 to
$0.05 per share in the first two quarters to fiscal year 2003 and to $0.03 per
share in the third quarter of fiscal year 2003. Net cash used in financing
activities also included the purchase of 105,391 common shares under the
Companys stock repurchase program during the third twelve weeks of 2003.

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

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

Proforma Comparative Results

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

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

Proforma (Unaudited)

|                                              |  |                |        |         |  |                |        |                |  |   |        |   |  |  |        |  
|--------------------------------------------- |  | -------------- | ------ | ------- |  | -------------- | ------ | -------------- |  | - | ------ | - |  |  | ------ | -
|                                              |  | 12 Weeks       |        |         |  |                |        | 12 Weeks       |  |   |        |  
|                                              |  | July 11, 2003  |        | % SALES |  | August 2, 2002 |        | % SALES       
|                                              |  |                |        |         |  |                |        |               
|                                              |  | (in thousands) |        |         |  |                |        | (in thousands) |  |   |        |  
|Net sales                                     |  | $              | 29,977 |         |  |                | 100.00 | %              |  | $ | 29,562 |   |  |  | 100.00 | %
|Cost of products sold,
excluding depreciation |  |                | 18,482 |         |  |                | 61.65  | %              |  |   | 18,699 |   |  |  | 63.26  | %
|Selling, general and
administrative expenses  |  |                | 9,839  |         |  |                | 32.82  | %              |  |   | 10,489 |   |  |  | 35.48  | %
|Depreciation                                  |  |                | 991    |         |  |                | 3.31   | %              |  |   | 1,012  |   |  |  | 3.42   | %
|                                              |  |                | 29,312 |         |  |                | 97.78  | %              |  |   | 30,200 |   |  |  | 102.16 | %
|                                              |  |                |        |         |  |                |        |                |  |   |        |   |  |  |        |  
|Income (loss) before taxes                    |  |                | 665    |         |  |                | 2.22   | %              |  |   | (638   | ) |  |  | -2.16  | %
|Income tax provision (benefit)                |  |                | 253    |         |  |                | 0.84   | %              |  |   | (243   | ) |  |  | -0.82  | %
|                                              |  |                |        |         |  |                |        |                |  |   |        |   |  |  |        |  
|Net income (loss)                             |  | $              | 412    |         |  |                | 1.38   | %              |  |   | ($396  | ) |  |  | -1.34  | %

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##### Table of Contents



Proforma (Unaudited) (continued)

|                                              |  |                |        |         |  |               |        |                |  |   |        |  |  |  |        |  
|--------------------------------------------- |  | -------------- | ------ | ------- |  | ------------- | ------ | -------------- |  | - | ------ |  |  |  | ------ | -
|                                              |  | 36 Weeks       |        |         |  |               |        | 36 Weeks       |  |   |        | 
|                                              |  | July 11, 2003  |        | % SALES |  | August 2, 200 |        | % SALES       
|                                              |  |                |        |         |  |               |        |               
|                                              |  | (in thousands) |        |         |  |               |        | (in thousands) |  |   |        | 
|Net sales                                     |  | $              | 91,496 |         |  |               | 100.00 | %              |  | $ | 96,856 |  |  |  | 100.00 | %
|Cost of products sold,
excluding depreciation |  |                | 57,564 |         |  |               | 62.91  | %              |  |   | 60,734 |  |  |  | 62.71  | %
|Selling, general and
administrative expenses  |  |                | 30,366 |         |  |               | 33.19  | %              |  |   | 29,179 |  |  |  | 30.13  | %
|Depreciation                                  |  |                | 2,973  |         |  |               | 3.25   | %              |  |   | 3,041  |  |  |  | 3.14   | %
|                                              |  |                | 90,903 |         |  |               | 99.35  | %              |  |   | 92,955 |  |  |  | 95.97  | %
|                                              |  |                |        |         |  |               |        |                |  |   |        |  |  |  |        |  
|Income before taxes                           |  |                | 593    |         |  |               | 0.65   | %              |  |   | 3,901  |  |  |  | 4.03   | %
|Income tax provision                          |  |                | 225    |         |  |               | 0.25   | %              |  |   | 1,482  |  |  |  | 1.53   | %
|                                              |  |                |        |         |  |               |        |                |  |   |        |  |  |  |        |  
|Net income                                    |  | $              | 368    |         |  |               | 0.40   | %              |  | $ | 2,419  |  |  |  | 2.50   | %




Item 3.

Quantitative and Qualitative Disclosures about Market Risk

The Company does not have significant domestic or foreign currency exposure at
July 11, 2003. The Companys financial instruments consist of cash and cash
equivalents and life insurance policies at July 11, 2003. The carrying value of
the Companys financial instruments approximated their fair market values based
on current market prices and rates. It is not the Companys policy to enter
into derivative financial instruments.

The Company purchases bulk flour under short-term fixed price contracts during
the normal course of business. Under these arrangements, the Company is
obligated to purchase specific quantities at fixed prices, within the specified
contract period. These contracts provide for automatic price increases if
agreed quantities are not delivered. No significant contracts remained
unfulfilled at July 11, 2003.




Item 4.

Controls and Procedures

(a)  Evaluation of Controls and Procedures

The Companys Chairman and President have concluded, based on their
evaluation as of July 11, 2003, that the Companys disclosure controls and
procedures are effective to ensure that information required to be disclosed in
the Companys reports filed or submitted by the Company under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the SEC,
and include controls and procedures designed to ensure that information
required to be disclosed by the Company in such reports is accumulated and
communicated to the Companys management, including its Chairman and President,
as appropriate to allow timely decisions regarding required disclosures.

(b)  Change in Internal Controls

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

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SIGNATURES

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

|                     |                                          |                                                      
|-------------------- | ---------------------------------------- | -----------------------------------------------------
|                     |                                          |                                                      
|                     | BRIDGFORD FOODS CORPORATION
(Registrant)
|                     |                                          |                                                      
|                     |                                          |                                                      
|                     | By:                                      | /s/ Robert E. Schulze                                
|                     |                                          |                                                      
|Date August 25, 2003 |                                          | R. E. Schulze, President,
Principal Financial Officer

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Part II. Other Information




Item 6.

Exhibits and Reports on Form 8-K

(a)  Exhibits.

|            |  |                                                                                                                                                                  
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                      
|            |  |                                                                                                                                                                  
|3.5         |  | Restated Articles of Incorporation, dated December 29, 1989
(filed as Exhibit 3.5 to Form 10K on January 28, 1993 and
incorporated herein by reference).         
|            |  |                                                                                                                                                                  
|3.6         |  | Amendment to Articles of Incorporation, dated July 27, 1990
(filed as Exhibit 3.6 to Form 10K on January 28, 1993 and
incorporated herein by reference).         
|            |  |                                                                                                                                                                  
|3.7         |  | By-laws, as amended (filed as Exhibit 2 to Form 10K on January
28, 1993 and incorporated herein by reference).                                                   
|            |  |                                                                                                                                                                  
|10.1        |  | Bridgford Foods Corporation Defined Benefit Pension Plan (filed
as Exhibit 10.1 to Form 10K on January 28, 1993 and incorporated
herein by reference).*          
|            |  |                                                                                                                                                                  
|10.2        |  | Bridgford Foods Corporation Supplemental Executive Retirement
Plan (filed as Exhibit 10.3 to Form 10K on January 28, 1993 and
incorporated herein by reference).*
|            |  |                                                                                                                                                                  
|10.3        |  | Bridgford Foods Corporation Deferred Compensation Savings Plan
(filed as Exhibit 10.3 to Form 10K on January 28, 1993 and
incorporated herein by reference).*    
|            |  |                                                                                                                                                                  
|31.1        |  | Certification of Chairman (Principal Executive Officer), as
required by Section 302 of the Sarbanes-Oxley Act of 2002.                                           
|            |  |                                                                                                                                                                  
|31.2        |  | Certification of President (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 President (Principal Financial Officer), as
required by Section 906 of the Sarbanes-Oxley Act of 2002.                                          



---

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

(b)  Reports on Form 8-K.

The registrant did not file any reports on Form 8-K during the fiscal
quarter ended July 11, 2003.

Page 13 of 13 pages