##### 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 January 24, 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 March 10, 2003 the registrant had 10,448,000 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 ]

|                    |  |                   
|------------------- |  | ------------------
|(end of cover page) |  | Page 1 of 13 pages





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TABLE OF CONTENTS



|                                                          |                                                                                               |                                 |  |  |  |  |  | 
|--------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------- |  |  |  |  |  | 
|                                                          | Part I. Financial Information                                                                
|CONSOLIDATED CONDENSED BALANCE SHEETS                    
|CONSOLIDATED CONDENSED  STATEMENTS OF INCOME             
|CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
|CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS          
|NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS     
|                                                          | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
|                                                          | Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|                                                          |                                                                                               | Item 4. Controls and Procedures
|Part II. Other Information                               
|                                                          | Item 6. Exhibit Index                                                                        
|SIGNATURES                                               
|Certifications                                           
|Certifications                                           
|EXHIBIT INDEX                                            
|EXHIBIT 99.1                                             
|EXHIBIT 99.2                                             



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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 January 24, 2003 and November 1, 2002                                                        |  |    | 3 | 
|                              |         | b.                                                                                    | Consolidated Condensed Statements of Income for the 12 weeks ended January 24,
2003 and 13 weeks ended February 1, 2002               |  |    | 4 | 
|                              |         | b.                                                                                    | Consolidated Condensed Statements of Shareholders Equity for the 12 weeks ended
January 24, 2003 and 13 weeks ended February 1, 2002 |  |    | 4 | 
|                              |         | c.                                                                                    | Consolidated Condensed Statements of Cash Flows for the 12 weeks ended January 24,
2003 and 13 weeks ended February 1, 2002           |  |    | 5 | 
|                              |         | d.                                                                                    | Notes to Consolidated Condensed Financial Statements                                                                                  |  |    | 6 | 
|                              | Item 2. | Managements Discussion and Analysis of Financial Condition
and Results of Operations |                                                                                                                                       |  | 7  |  
|                              | Item 3. | Quantitative and Qualitative Disclosures about Market Risk                            |                                                                                                                                       |  | 9  |  
|                              | Item 4. | Controls and Procedures                                                               |                                                                                                                                       |  | 9  |  
|Signatures and Certifications |         |                                                                                       | 10                                                                                                                                    | 
|Part II. Other Information    |         |                                                                                       |                                                                                                                                       | 
|                              | Item 6. | Exhibit Index                                                                         |                                                                                                                                       |  | 11 |  

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Part I. Financial Information

| |  | Item 1. a.
| |  | ----------




BRIDGFORD FOODS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS

|                                                                                    |                                                                                |                                        |                           |        |        |                |        |                |        |        |  | 
|----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------ | -------------------------------------- | ------------------------- | ------ | ------ | -------------- | ------ | -------------- | ------ | ------ |  | 
|                                                                                    |                                                                                |                                        |                           |        |        | January 24     |        |                |        |       
|                                                                                    |                                                                                |                                        |                           |        |        | 2003           |        | November 1    
|                                                                                    |                                                                                |                                        |                           |        |        | (unaudited)    |        | 2002          
|                                                                                    |                                                                                |                                        |                           |        |        | (in thousands) |        | (in thousands)
|ASSETS                                                                              |                                                                                |                                        |                           |        |        |                |       
|Current assets:                                                                     |                                                                                |                                        |                           |        |        |                |        |               
|                                                                                    | Cash and cash equivalents                                                      |                                        | $                         | 12,326 |        |                | $      | 10,305         |       
|                                                                                    | Accounts receivable, less allowance
for doubtful accounts of $3,344
and $3,419 |                                        |                           | 12,694 |        |                |        | 12,566         |       
|                                                                                    | Inventories (Note 2)                                                           |                                        |                           | 13,269 |        |                |        | 17,562         |       
|                                                                                    | Prepaid expenses and other current assets                                      |                                        |                           | 6,212  |        |                |        | 5,980          |       
|                                                                                    |                                                                                |                                        |                           |        |        |                |        |                |       
|                                                                                    |                                                                                |                                        | Total current assets      |        |        | 44,501         |        |                |        | 46,413 | 
|Property, plant and equipment, less
accumulated depreciation of $40,353
and $39,373 |                                                                                |                                        | 18,705                    |        |        |                | 19,030 |               
|Other non-current assets                                                            |                                                                                |                                        | 11,740                    |        |        |                | 11,739 |               
|                                                                                    |                                                                                |                                        |                           |        |        |                |        |                |       
|                                                                                    |                                                                                | $                                      | 74,946                    |        |        | $              | 77,182 |               
|                                                                                    |                                                                                |                                        |                           |        |        |                |        |               
|LIABILITIES AND SHAREHOLDERS EQUITY                                               
|Current liabilities:                                                                |                                                                                |                                        |                           |        |        |                |        |               
|                                                                                    | Accounts payable                                                               |                                        | $                         | 3,234  |        |                | $      | 3,956          |       
|                                                                                    | Accrued payroll and other expenses                                             |                                        |                           | 7,919  |        |                |        | 7,844          |       
|                                                                                    | Income taxes payable                                                           |                                        |                           | 0      |        |                |        | 0              |       
|                                                                                    |                                                                                |                                        |                           |        |        |                |        |                |       
|                                                                                    |                                                                                |                                        | Total current liabilities |        |        | 11,153         |        |                |        | 11,800 | 
|                                                                                    |                                                                                |                                        |                           |        |        |                |        |                |       
|Non-current liabilities                                                             |                                                                                |                                        | 10,078                    |        |        |                | 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 - 10,448 shares |                           |        | 10,505 |                |        |                | 10,505 |       
|                                                                                    | Capital in excess of par value                                                 |                                        |                           | 17,475 |        |                |        | 17,475         |       
|                                                                                    | Retained earnings                                                              |                                        |                           | 27,101 |        |                |        | 27,776         |       
|                                                                                    | Accumulated comprehensive income (loss)                                        |                                        |                           | (1,366 | )      |                |        | (1,366         | )     
|                                                                                    |                                                                                |                                        |                           |        |        |                |        |                |       
|                                                                                    |                                                                                |                                        | 53,715                    |        |        |                | 54,390 |               
|                                                                                    |                                                                                |                                        |                           |        |        |                |        |               
|                                                                                    |                                                                                | $                                      | 74,946                    |        |        | $              | 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)
|                                              |  |                                         
|                                              |  | 12 weeks ended                           |        | 13 weeks ended
|                                              |  |                                          |        |               
|                                              |  | January 24                               |        | February 1    
|                                              |  | 2003                                     |        | 2002          
|Net sales                                     |  | $                                        | 32,445 |                |  | $ | 38,223 | 
|                                              |  |                                          |        |                |  |   |        | 
|Cost of products sold,
excluding depreciation |  |                                          | 21,158 |                |  |   | 23,221 | 
|Selling, general and
administrative expenses  |  |                                          | 10,542 |                |  |   | 11,391 | 
|Depreciation                                  |  |                                          | 991    |                |  |   | 1,106  | 
|                                              |  |                                          |        |                |  |   |        | 
|                                              |  |                                          | 32,691 |                |  |   | 35,718 | 
|                                              |  |                                          |        |                |  |   |        | 
|Income (loss) before taxes                    |  |                                          | (246   | )              |  |   | 2,505  | 
|Income tax provision (benefit)                |  |                                          | (93    | )              |  |   | 952    | 
|                                              |  |                                          |        |                |  |   |        | 
|Net income (loss)                             |  | $                                        | (153   | )              |  | $ | 1,553  | 
|                                              |  |                                          |        |                |  |   |        | 
|Basic earnings (loss) per share               |  | $                                        | (.01   | )              |  | $ | .15    | 
|                                              |  |                                          |        |                |  |   |        | 
|Basic shares computed                         |  |                                          | 10,448 |                |  |   | 10,448 | 
|                                              |  |                                          |        |                |  |   |        | 
|Diluted earnings (loss) per share             |  | $                                        | (.01   | )              |  | $ | .15    | 
|                                              |  |                                          |        |                |  |   |        | 
|Diluted shares computed                       |  |                                          | 10,449 |                |  |   | 10,498 | 
|                                              |  |                                          |        |                |  |   |        | 
|Cash dividends paid per share                 |  | $                                        | .05    |                |  | $ | .07    | 
|                                              |  |                                          |        |                |  |   |        | 




CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS EQUITY
(Unaudited)
(in thousands, except per share amounts)

|                 |                                 |  |              |  |           |   |          |  |          |   |         |  |  |   |        |       |  
|---------------- | ------------------------------- |  | ------------ |  | --------- | - | -------- |  | -------- | - | ------- |  |  | - | ------ | ----- | -
|                 |                                 |  |              |  |           |   |          |  |          |   | Capital |  |  |   |       
|                 |                                 |  | Common Stock |  | in excess |   | Retained
|                 |                                 |  | Shares       |  | Amount    |   | of par   |  | earnings
|                 |                                 |  |              |  |           |   |          |  |         
|November 2, 2001 |                                 |  | 10,448       |  |           | $ | 10,505   |  |          | $ | 17,475  |  |  | $ | 29,355 |      
|                 | Net income                      |  |              |  |           |   |          |  |          |   |         |  |  |   |        | 1,553 |  
|                 | Cash dividends ($.07 per share) |  |              |  |           |   |          |  |          |   |         |  |  |   |        | (731  | )
|                 |                                 |  |              |  |           |   |          |  |          |   |         |  |  |   |        |      
|February 1, 2002 |                                 |  | 10,448       |  |           | $ | 10,505   |  |          | $ | 17,475  |  |  | $ | 30,177 |      
|                 |                                 |  |              |  |           |   |          |  |          |   |         |  |  |   |        |      
|November 1, 2002 |                                 |  | 10,448       |  |           | $ | 10,505   |  |          | $ | 17,475  |  |  | $ | 26,410 |      
|                 | Net loss                        |  |              |  |           |   |          |  |          |   |         |  |  |   |        | (153  | )
|                 | Cash dividends ($.05 per share) |  |              |  |           |   |          |  |          |   |         |  |  |   |        | (522  | )
|                 |                                 |  |              |  |           |   |          |  |          |   |         |  |  |   |        |      
|January 24, 2003 |                                 |  | 10,448       |  |           | $ | 10,505   |  |          | $ | 17,475  |  |  | $ | 25,735 |      
|                 |                                 |  |              |  |           |   |          |  |          |   |         |  |  |   |        |      

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)

|                                                     |                                                      |                                             |                                            |      |       |                |        |                |        |      |   | 
|---------------------------------------------------- | ---------------------------------------------------- | ------------------------------------------- | ------------------------------------------ | ---- | ----- | -------------- | ------ | -------------- | ------ | ---- | - | 
|                                                     |                                                      |                                             |                                            |      |       | 12 weeks ended |        | 13 weeks ended
|                                                     |                                                      |                                             |                                            |      |       |                |        |               
|                                                     |                                                      |                                             |                                            |      |       | January 24     |        | February 1    
|                                                     |                                                      |                                             |                                            |      |       | 2003           |        | 2002          
|                                                     |                                                      |                                             |                                            |      |       | (in thousands) |        | (in thousands)
|Cash flows from operating activities:                |                                                      |                                             |                                            |      |       |                |        |               
|                                                     | Net income (loss)                                    |                                             | $                                          | (153 | )     |                | $      | 1,553          |       
|                                                     | Income charges not affecting cash:                   |                                             |                                            |      |       |                |        |                |       
|                                                     |                                                      | Depreciation                                |                                            |      | 991   |                |        |                | 1,106  |     
|                                                     |                                                      | Provision for losses on accounts receivable |                                            |      | 177   |                |        |                | 700    |     
|                                                     | Effect on cash of changes in assets and liabilities: |                                             |                                            |      |       |                |        |                |       
|                                                     |                                                      | Accounts receivable                         |                                            |      | (305  | )              |        |                | (810   | )   
|                                                     |                                                      | Inventories                                 |                                            |      | 4,293 |                |        |                | 4,489  |     
|                                                     |                                                      | Prepaid expenses and other                  |                                            |      | (232  | )              |        |                | (142   | )   
|                                                     |                                                      | Other non-current assets                    |                                            |      | (1    | )              |        |                | (159   | )   
|                                                     |                                                      | Accounts payable and accrued expenses       |                                            |      | (647  | )              |        |                | (4,038 | )   
|                                                     |                                                      | Income taxes payable                        |                                            |      | 0     |                |        |                | 0      |     
|                                                     |                                                      | Non-current liabilities                     |                                            |      | (914  | )              |        |                | (1,789 | )   
|                                                     |                                                      |                                             |                                            |      |       |                |        |                |       
|                                                     |                                                      |                                             | Net cash provided by operating activities  |      |       | 3,209          |        |                |        | 910  |  
|                                                     |                                                      |                                             |                                            |      |       |                |        |                |       
|Cash used in investing activities:                   |                                                      |                                             |                                            |      |       |                |        |               
|                                                     |                                                      |                                             | Additions to property, plant and equipment |      |       | (666           | )      |                |        | (881 | )
|                                                     |                                                      |                                             |                                            |      |       |                |        |                |       
|Cash used for financing activities:                  |                                                      |                                             |                                            |      |       |                |        |               
|                                                     |                                                      |                                             | Cash dividends paid                        |      |       | (522           | )      |                |        | (731 | )
|                                                     |                                                      |                                             |                                            |      |       |                |        |                |       
|                                                     |                                                      |                                             | Net cash used in financing activities      |      |       | (522           | )      |                |        | (731 | )
|                                                     |                                                      |                                             |                                            |      |       |                |        |                |       
|Net increase (decrease) in cash and cash equivalents |                                                      |                                             | 2,021                                      |      |       |                | (702   | )             
|Cash and cash equivalents at beginning of period     |                                                      |                                             | 10,305                                     |      |       |                | 12,974 |               
|                                                     |                                                      |                                             |                                            |      |       |                |        |                |       
|Cash and cash equivalents at end of period           |                                                      | $                                           | 12,326                                     |      |       | $              | 12,272 |               
|                                                     |                                                      |                                             |                                            |      |       |                |        |                |       
|Cash paid for income taxes                           |                                                      | $                                           | 0                                          |      |       | $              | 122    |               
|                                                     |                                                      |                                             |                                            |      |       |                |        |                |       

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 weeks ended January 24, 2003 and thirteen weeks ended February 1,
2002 have been prepared in conformity with the accounting principles described in
the 2002 Annual Report to Shareholders and include all adjustments considered
necessary by management for a fair statement of the interim periods. Such
adjustments consist only of normal recurring items. This report should be read in
conjunction with the Companys 2002 Annual Report to Shareholders.

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

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

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

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

Note 2 - Inventories

Inventories are comprised as follows at the respective periods:

|                               |  |                |        |                |  |   |        | 
|------------------------------ |  | -------------- | ------ | -------------- |  | - | ------ | 
|                               |  | January 24     |        | November 1    
|                               |  | 2003           |        | 2002          
|                               |  | (in thousands) |        | (in thousands)
|Meat, ingredients
and supplies |  | $              | 3,774  |                |  | $ | 4,187  | 
|Work in progress               |  |                | 1,084  |                |  |   | 1,940  | 
|Finished goods                 |  |                | 8,411  |                |  |   | 11,435 | 
|                               |  |                |        |                |  |   |        | 
|                               |  | $              | 13,269 |                |  | $ | 17,562 | 
|                               |  |                |        |                |  |   |        | 

Note 3 - Basic and diluted earnings per share

The difference between the calculation of basic and diluted shares outstanding for
the twelve week period ended January 24, 2003 was a result
of the dilutive effect of employee stock options totaling 250,000 shares. The effect
of the employee stock options outstanding for the twelve weeks ended January 24,
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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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.

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

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported revenues and expenses during the respective
reporting periods. Actual results could differ from those estimates. Amounts
estimated related to liabilities for self-insured Workers Compensation and
Employee Healthcare are especially
subject to inherent uncertainties and these estimated liabilities may
ultimately settle at amounts not originally estimated. Management believes its
current estimates are reasonable and based on the best information available at
the time.
The Companys credit risk is diversified across a broad range of customers and
geographic regions. Losses due to credit risk have historically been
immaterial although losses in fiscal year 2002 were significant. The provision
for losses on accounts receivable is based on historical trends and current
collectibility risk. The Company has significant amounts receivable with a few
large, well known customers which, although historically secure, could be
subject to material risk should these customers operations suddenly
deteriorate. The Company monitors these customers closely to minimize the risk
of loss. One customer comprised 12.5% of revenues in fiscal year 2002.

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

Net Sales, as reclassified, decreased by $5,778,000 (15.1%) to $32,445,000 in
the first twelve weeks of the 2003 fiscal year compared to the 13 week period
last year. Compared to the prior thirteen-week period, sales decreased
$1,829,000 (5.3%). Including the additional week in the prior period sales
comparison, contributes an additional decrease of $2,636,000 (7.9%) in sales.
All segments of the Companys business continued to be adversely affected by
the recession with unit sales volumes declining significantly compared to the
first thirteen weeks of 2002. Since the prior year comparison period contains
one more week than the current reporting period, $2,948,000 (7.1%) of the
decline in sales results relates to the Companys change in reporting periods.
Sales to a significant customer who declared bankruptcy in the first quarter of
last year declined $1.7 million during the first twelve weeks of 2002 compared
to the prior year. Sales compared to the prior thirteen-week period ended
November 1, 2002 (not shown) decreased due to normal seasonal trends.

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

Cost of products sold decreased by $2,063,000 (8.9%) in the first twelve weeks
of the 2003 fiscal year to $21,158,000 compared to the 13 week period in 2002.
The decrease in cost of sales relates primarily to the lower sales volumes
noted above. Since the prior year comparison period contains one more week than
the current reporting period, $1,786,000 (7.6%) of the decrease relates to the
Companys change in reporting periods. Compared to the prior thirteen-week
period (not shown), the cost of products sold increased $1,507,000 (6.7%). The
additional week included in the comparison period resulted in an increase in
cost of products sold of $1,743,000 (7.8%). More favorable flour commodity
costs in the first 12 weeks of 2003 compared to the prior thirteen week period
contributed to a slight improvement in margins.

Selling, general and administrative
expenses decreased by $849,000 (7.5%) to
$10,542,000 in the first twelve weeks of 2003 compared to the 13 week period
last year. This decrease relates to a recent increase in costs for employee healthcare,
workers compensation, property & liability insurance, fuel and vehicle repair
costs and pension expense. Including the extra week in the comparison period
results in an additional increase in selling expense of $876,000 (7.7%).
Compared to the prior thirteen-week period (not shown), selling, general and
administrative expenses decreased by $2,109,000 (16.7%). The additional week
included in the comparison period, resulted in a decrease in selling, general
and administrative expenses of $973,000 (7.0%). The decrease
relates primarily to a significant decrease in the provision for losses on
accounts receivable compared to the prior quarter.

Depreciation expense decreased by $115,000 (10.4%) in the first twelve weeks of
the 2003 fiscal year compared to the 13 week period in 2002. The additional
week included in the comparison period results in an additional decrease in
depreciation expense of $85,000 (7.4%). Depreciation expense increased $78,000
(8.5%) in the first twelve weeks of fiscal 2003 compared to the prior fiscal
thirteen-week period (not shown). The additional week included in the comparison period, resulted
in an increase of $70,000 (9.0%) in depreciation expense. The effective income
tax rate was 38.0% in the first twelve weeks of fiscal 2003, consistent with
the prior fiscal year and the prior twelve-week period.

Cash and cash equivalents increased by $2,021,000 (19.6%) to $12,326,000 during
the first twelve weeks of the 2003 fiscal year. The principal items favorably
affecting the $3,209,000 net cash provided by operating activities were a
reduction in inventory of $4,293,000 and depreciation of $991,000 offset by a
net loss of $153,000, an increase in accounts receivable of $305,000 and a
reduction in non-current liabilities of $914,000.

Cash used in investing activities for the first twelve weeks of fiscal 2003
consisted of $666,000 in additions to property, plant and equipment. This
amount reflects the Companys continued investment in processing,
transportation and information technology equipment.

Cash used for financing activities consisted of cash dividends in the amount of
$522,000 and $731,000, respectively, in the first twelve weeks of fiscal year
2003 and thirteen weeks of fiscal year 2002, respectively. No change in the
results from financing activities occurs by including one more week in the
comparison period. The decline in cash dividends reflects the decrease
in dividends per share from $0.07 to $0.05 per share.

The Company remained free of interest bearing debt during the first twelve
weeks of 2003. The Companys revolving line of credit with Bank of America
expires April 30, 2004 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.

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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 will begin reporting quarterly results after 12, 24, 36 and 52
(or 53 week)
periods.

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

|
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Item 3.

Quantitative and Qualitative Disclosures about Market Risk

The Company does not have significant domestic or foreign currency exposure at
January 24, 2003. The Companys financial instruments consist of cash and cash
equivalents and life insurance policies at January 24, 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 prices increases if
agreed quantities are not delivered.




Item 4. Controls and
Procedures.

(a)  Evaluation of Controls and Procedures

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

(b)  Change in Internal Controls

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




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 10 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 10 on January 28, 1993 and incorporated herein by reference).         
|            |      |             |  |                                                                                                                                                                 
|            | 3.7  |             |  | By-laws, as amended (filed as Exhibit 2 to Form 10 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 10 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 10 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 10 on January 28, 1993 and incorporated herein by reference).*    
|            |      |             |  |                                                                                                                                                                 
|            | 99.1 |             |  | Certification of Chairman (principal executive officer) pursuant to 18 U.S. Section
1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
|            |      |             |  |                                                                                                                                                                 
|            | 99.2 |             |  | Certification of President (principal financial officer) pursuant to 18 U.S. Section
1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

B.  Reports on Form 8-K

The registrant did not file any reports on Form 8-K during the
three months ended January 24, 2003.

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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      
|                     | 
|                     |  |                             |  | R. E. Schulze, President,  
|Date: March 10, 2003 |  |                             |  | Principal Financial Officer

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##### Table of Contents






Certifications

I, Allan L. Bridgford, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Bridgford
Foods Corporation;                                                                                                                                                                                                                                                
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report; and
|
| | 3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this quarterly report.                       

| |    |  |                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                                                                            
|
| |    |  | a.                                                                                                                                                                                                                                                                                                                                                                                |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
|
| |    |  | b.                                                                                                                                                                                                                                                                                                                                                                                |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| |    |  | c.                                                                                                                                                                                                                                                                                                                                                                                |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        
|
| | 5. |  | The registrants other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrants auditors and the audit committee of
registrants board of directors (or persons performing the evaluation
functions):                                                                                                                                   
|
| |    |  | a.                                                                                                                                                                                                                                                                                                                                                                                |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and 
|
| |    |  | b.                                                                                                                                                                                                                                                                                                                                                                                |  | any fraud, whether or not material, that involves management or any
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                     
|
| | 6. |  | The registrants other certifying officer and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

Dated: March 10, 2003



| | /s/ Allan L. BridgfordAllan L. Bridgford,
Chairman(Principal Executive Officer)
| | -------------------------------------------------------------------------------

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##### Table of Contents



I, Robert E. Schulze, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Bridgford
Foods Corporation;                                                                                                                                                                                                                                                
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report; and
|
| | 3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this quarterly report.                       



| |    |  |                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                                                                            
|
| |    |  | a.                                                                                                                                                                                                                                                                                                                                                                                |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
|
| |    |  | b.                                                                                                                                                                                                                                                                                                                                                                                |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| |    |  | c.                                                                                                                                                                                                                                                                                                                                                                                |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        
|
| | 5. |  | The registrants other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrants auditors and the audit committee of
registrants board of directors (or persons performing the evaluation
functions):                                                                                                                                   
|
| |    |  | a.                                                                                                                                                                                                                                                                                                                                                                                |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and 
|
| |    |  | b.                                                                                                                                                                                                                                                                                                                                                                                |  | any fraud, whether or not material, that involves management or any
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                     
|
| | 6. |  | The registrants other certifying officer and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

Dated: March 10, 2003



| | /s/ Robert E. SchulzeRobert E. Schulze, Chairman
(Principal Financial Officer)
| | ------------------------------------------------------------------------------

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##### Table of Contents






EXHIBIT INDEX

|            |      |             |  |                                                                                                                                                                 
|----------- | ---- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |      | Description
|            |      |            
|            | 3.5  |             |  | Restated Articles of Incorporation, dated December 29, 1989 (filed as Exhibit 3.5 to
Form 10 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 10 on January 28, 1993 and incorporated herein by reference).         
|            |      |             |  |                                                                                                                                                                 
|            | 3.7  |             |  | By-laws, as amended (filed as Exhibit 2 to Form 10 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 10 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 10 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 10 on January 28, 1993 and incorporated herein by reference).*    
|            |      |             |  |                                                                                                                                                                 
|            | 99.1 |             |  | Certification of Chairman (principal executive officer) pursuant to 18 U.S. Section
1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
|            |      |             |  |                                                                                                                                                                 
|            | 99.2 |             |  | Certification of President (principal financial officer) pursuant to 18 U.S. Section
1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

Page 13 of 13