##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K


|     |  |                                                                                                                                
|---- |  | -------------------------------------------------------------------------------------------------------------------------------
|[X]  |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED OCTOBER 31, 2003
|     |  |                                                                                                                                
|[  ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
 TO    

Commission file number: 0-2396

BRIDGFORD FOODS CORPORATION




(Exact name of Registrant as specified in its charter)


|                                |  |                    
|------------------------------- |  | -------------------
|California                      |  | 95-1778176         
|                                |  |                    
|(State or other jurisdiction of |  | (I.R.S. Employer   
|incorporation or organization)  |  | Identification No.)

|                                            |  |  |            | 
|------------------------------------------- |  |  | ---------- | 
|1308 North Patt Street, Anaheim, California |  |  | 92801      | 
|                                            |  |  |            | 
|(Address of principal executive offices)    |  |  | (Zip code) | 

(714) 526-5533

---

(Registrants telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

|                                       
|---------------------------------------
|Common Stock, par value $1.00 per share
|                                       
|(Title of class)                       

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES  [X]  NO  [  ]


Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act)
YES  [  ] NO  [X]

The aggregate market value of voting stock held by non-affiliates of the
registrant on April 18, 2003 was $22,909,000.

Indicate the number of shares outstanding of each of the registrants classes
of common stock, as of the latest practicable date: 10,254,458 shares of Common
Stock, par value of $1.00 per share, as of January 23, 2004.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of items 5, 6, 7 and 8 of Part II are incorporated by reference from
the registrants Annual Report to Shareholders for the fiscal year ended
October 31, 2003. Items 10, 11, 12, 13 and 14 of Part III are incorporated by
reference from the registrants Proxy Statement for the Annual Meeting of
Shareholders to be held March 17, 2004.


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K  [X]





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TABLE OF CONTENTS



|                                           |                                                                                               |  |  |  |  |  |  | 
|------------------------------------------ | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                    
|                                           | Item 1. Business                                                                             
|                                           | Item 2. Properties                                                                           
|                                           | Item 3. Legal Proceedings                                                                    
|                                           | Item 4. Submission of Matters to a Vote of Security Holders                                  
|PART II                                   
|                                           | Item 5. Market for Registrants Common Equity And Related Stockholder Matters                
|                                           | Item 6. Selected Financial Data                                                              
|                                           | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                           | Item 7A. Quantitative and Qualitative Disclosures about Market Risk                          
|                                           | Item 8. Financial Statements and Supplementary Data                                          
|                                           | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
|                                           | Item 9A. Controls and Procedures                                                             
|PART III                                  
|                                           | Item 10. Directors and Executive Officers of the Registrant                                  
|                                           | Item 11. Executive Compensation                                                              
|                                           | Item 12. Security Ownership of Certain Beneficial Owners and Management                      
|                                           | Item 13. Certain Relationships and Related Transactions                                      
|                                           | Item 14. Principal Accountant Fees and Services                                              
|PART IV                                   
|                                           | Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K                     
|SIGNATURES                                
|INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|INDEX TO EXHIBITS                         
|EXHIBIT 13.1                              
|EXHIBIT 21.1                              
|EXHIBIT 23.1                              
|EXHIBIT 31.1                              
|EXHIBIT 31.2                              
|EXHIBIT 32.1                              
|EXHIBIT 32.2                              



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BRIDGFORD FOODS CORPORATION
FORM 10-K
YEAR ENDED OCTOBER 31, 2003
Table of Contents

|                                           |  |                                                                                       |  |  |    |      |    | 
|------------------------------------------ |  | ------------------------------------------------------------------------------------- |  |  | -- | ---- | -- | 
|                                           |  |                                                                                       |  |  |    | PAGE
|PART I                                     |  |                                                                                       |  |  |    |      |    | 
|ITEM 1.                                    |  | BUSINESS                                                                              |  |  | 3  |     
|ITEM 2.                                    |  | PROPERTIES                                                                            |  |  | 8  |     
|ITEM 3.                                    |  | LEGAL PROCEEDINGS                                                                     |  |  | 8  |     
|ITEM 4.                                    |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                   |  |  | 8  |     
|PART II                                    |  |                                                                                       |  |  |    |      |    | 
|ITEM 5.                                    |  | MARKET FOR
REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                 |  |  | 9  |     
|ITEM 6.                                    |  | SELECTED FINANCIAL DATA                                                               |  |  | 9  |     
|ITEM 7.                                    |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  |  | 9  |     
|ITEM 7A.                                   |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |  |  | 9  |     
|ITEM 8.                                    |  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                           |  |  | 9  |     
|ITEM 9.                                    |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  |  |  | 10 |     
|ITEM 9A.                                   |  | CONTROLS AND PROCEDURES                                                               |  |  | 10 |     
|PART III                                   |  |                                                                                       |  |  |    |      |    | 
|ITEM 10.                                   |  | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                    |  |  | 11 |     
|ITEM 11.                                   |  | EXECUTIVE COMPENSATION                                                                |  |  | 11 |     
|ITEM 12.                                   |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                        |  |  | 11 |     
|ITEM 13.                                   |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                        |  |  | 12 |     
|ITEM 14.                                   |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                |  |  | 12 |     
|PART IV                                    |  |                                                                                       |  |  |    |      |    | 
|ITEM 15.                                   |  | EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K                      |  |  | 13 |     
|SIGNATURES                                 |  |                                                                                       |  |  |    |      | 14 | 
|INDEX TO CONSOLIDATED FINANCIAL STATEMENTS |  |                                                                                       |  |  | 15 |     

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PART I




Item 1. Business

This Annual Report on Form 10-K contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 and the Company intends that
such forward-looking statements be subject to the safe harbors created thereby.
These forward-looking statements include, but are not limited to, statements
regarding the following: general economic and business conditions; the impact
of competitive product 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 Report.

The forward-looking statements included herein are based on current
expectations that involve a number of risks and uncertainties. These
forward-looking statements are based on assumptions regarding the Companys
business, which involve judgments with respect to, among other things, future
economic and competitive conditions, and future business decisions, all of
which are difficult or impossible to predict accurately and many of which are
beyond the control of the Company. Although the Company believes that the
assumptions underlying the forward-looking statements are reasonable, actual
results may differ materially from those set forth in the forward-looking
statements. In light on the significant uncertainties inherent in the
forward-looking information included herein, the inclusion of such information
should not be regarded as representation by the Company or any other person
that the objectives or plans of the Company will be achieved. The
forward-looking statements contained herein speak as of the date of this report
and the Company undertakes no obligation to update such statements after the
date hereof.

Background of Business

Bridgford Foods Corporation, a California corporation (collectively with
its subsidiaries, the Company), was organized in 1952. The Company
originally began its operations as a retail meat market in San Diego,
California, and evolved into a meat wholesaler for hotels and restaurants, a
distributor of frozen food products, a processor and packer of meat and a
manufacturer and distributor of frozen food products for sale on a retail and
wholesale basis. For more than the past five years, the Company and its
subsidiaries have been primarily engaged in the manufacturing, marketing and
distribution of an extensive line of frozen, refrigerated and snack food
products throughout the United States. The Company has not been involved in
any bankruptcy, receivership or similar proceedings, nor has it been party to
any merger, acquisition, etc. or acquired or disposed of any material amounts
of assets during the past five years. Substantially all of the assets of the
Company have been acquired in the ordinary course of business. The Company had
no significant change in the type of products produced or distributed, nor in
the markets or methods of distribution since the beginning of the fiscal year.

Description of Business

The
Company operates in one business segment  the manufacture and
distribution of frozen, refrigerated and snack food products. The products
manufactured and distributed by the Company consist of an extensive line of
food products, including biscuits, bread dough items, roll dough items, dry
sausage products and a variety of sandwiches and sliced luncheon meats. The
products purchased by the Company for resale include a variety of jerky,
cheeses, salads, party dips, Mexican foods, nuts and other delicatessen type
food products.

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|                                                                  |  |      |     |      |  |      |     |   |  |  |     |  
|----------------------------------------------------------------- |  | ---- | --- | ---- |  | ---- | --- | - |  |  | --- | -
|                                                                  |  | 2003 |     | 2002 |  | 2001
|                                                                  |  |      |     |      |  |     
|Products manufactured or processed by the Company                 |  |      | 70  | %    |  |      | 69  | % |  |  | 69  | %
|Items manufactured or processed by third parties
for distribution |  |      | 30  | %    |  |      | 31  | % |  |  | 31  | %
|                                                                  |  |      |     |      |  |      |     |   |  |  |     |  
|                                                                  |  |      | 100 | %    |  |      | 100 | % |  |  | 100 | %
|                                                                  |  |      |     |      |  |      |     |   |  |  |     |  

Although the Company has recently introduced several new products, none of
these products have contributed significantly to the Companys revenue growth
for the fiscal year. The Companys sales are not subject to material seasonal
variations. Historically the Company has been able to respond quickly to the
receipt of orders and, accordingly, the Company does not maintain a significant
sales backlog. The Company and its industry generally have no unusual demands
or restrictions on working capital items. During the last fiscal year the
Company did not enter into any new markets or any significant contractual or
other material relationships.

The Company has two classes of similar food products, each of which has
accounted for 10% or more of consolidated sales in the prior three fiscal years
listed below. The following table shows sales, as a percentage of consolidated
sales, for each of these two classes of similar products for each of the last
three fiscal years:

|                                     |  |      |     |      |  |      |     |   |  |  |     |  
|------------------------------------ |  | ---- | --- | ---- |  | ---- | --- | - |  |  | --- | -
|                                     |  | 2003 |     | 2002 |  | 2001
|                                     |  |      |     |      |  |     
|Frozen Food Products                 |  |      | 34  | %    |  |      | 36  | % |  |  | 37  | %
|Refrigerated and Snack Food Products |  |      | 66  | %    |  |      | 64  | % |  |  | 63  | %
|                                     |  |      |     |      |  |      |     |   |  |  |     |  
|                                     |  |      | 100 | %    |  |      | 100 | % |  |  | 100 | %
|                                     |  |      |     |      |  |      |     |   |  |  |     |  

To date, federal, state and local environmental laws and regulations,
including those relating to the discharge of materials into the environment,
have not had a material effect on the Companys business.

Major Product Classes

Frozen Food Products

The Companys frozen food division serves both food service and retail
customers. The Company sells approximately 200 unique frozen food products
through wholesalers, cooperatives and distributors to approximately 18,000
retail outlets and 21,000 restaurants and institutions.

Frozen Food Products   Food Service Customers

The food service industry is composed of establishments that
serve food outside the home and includes restaurants; the food operations
of health care providers, schools and other institutions, hotels,
resorts, and corporations, and other non-traditional food service outlets.
Growth in this industry has been driven by the increase in away-from-home
meal preparation, which has accompanied the expanding number of both
dual income and single-parent households. Another trend within the food
service industry is the growth in the number of non-traditional food
service outlets such as convenience stores, retail stores and
supermarkets. These non-traditional locations often lack extensive
cooking, storage or preparation facilities, resulting in a need for
pre-cooked and prepared foods similar to those provided by the Company. The
expansion in the food service industry has also been accompanied by the
continued consolidation and growth of broadline and specialty food service
distributors, many of which are long-standing customers of the Company.

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The Company supplies its food service customers generally through
distributors that take title to the product and resell it. Among the Companys
customers are many of the countrys largest broadline and specialty food
service distributors. For these and other large end purchasers, the
Companys products generally go through extensive qualification
procedures and its manufacturing capabilities are subjected to thorough
review by the end purchasers prior to the Companys approval as a vendor.
Large end purchasers typically select suppliers that can consistently
meet increased volume requirements on a national basis during peak promotional
periods. In its value-added operations, the Company believes that its
manufacturing flexibility, national presence and long-standing customer
relationships should pose barriers to entry for other manufacturers seeking
to provide similar products to the Companys current large food service end
purchasers, although no assurances can be given.

Frozen Food Products  Retail Customers

The majority of the Companys existing and targeted retail customers are
involved in the resale of branded and private label packaged foods. The same
trends which have contributed to the increase in away-from-home meal
preparation have also fueled the growth in easy to prepare, microwaveable
frozen and refrigerated convenience foods. Among the fastest growing segments
is the frozen and refrigerated hand-held foods market. This growth has been
driven by improved product quality and variety and the increasing need for
inexpensive and healthy food items that require minimal preparation. Despite
rapid growth, many categories of frozen and refrigerated hand-held foods
have achieved minimal household penetration. The Company believes it has
been successful in establishing and maintaining supply relationships with
certain selected leading retailers in this market.

Frozen Food Products  Sales and Marketing

The Companys frozen food business covers the United States and Canada. In
addition, to regional sales managers, the Company maintains a network of
independent food service and retail brokers covering most of the states as well
as Canada. Brokers are compensated on a commission basis. The Company believes
that its broker relationships in close cooperation with the regional sales
managers, are a valuable asset providing significant new product and customer
opportunities. The regional sales managers perform several significant
functions for the Company including identifying and developing new business
opportunities and providing customer service and support to the Companys
distributors and end purchasers through the effective use of the Companys
broker network.

The Companys annual advertising expenditures are directed towards retail
and institutional customers. These customers participate in various special
promotional programs and direct advertising allowances sponsored by the
Company. The Company also invests in general consumer advertising in various
newspapers and periodicals. The Company directs advertising at food service
customers with campaigns in major industry publications and through Company
participation in trade shows throughout the United States.

Refrigerated and Snack Food Products  Customers

The Companys refrigerated and snack food products division sells
approximately 300 different items through a direct store delivery network
serving approximately 37,000 supermarkets, mass merchandise and convenience
retail stores located in 49 states and Canada.

These customers are comprised of large retail chains and smaller
independent operators. This part of the Companys business is highly
competitive. Proper placement of the Companys product lines is critical to
selling success since most items could be considered impulse items

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which are often consumed shortly after purchase. The Companys ability to sell
successfully to this distribution channel depends on aggressive marketing and
maintaining relationships with key buyers.

Refrigerated and Snack Food Products
 Sales and Marketing

The Companys direct store delivery network consists of two separate
divisions, refrigerated and non-refrigerated snack food products. Refrigerated
snack food products are distributed through five different regions located in
the southwest, primarily operating in California, Arizona and Nevada.
Non-refrigerated snack food products are distributed in nine geographic regions
across the United States and Canada, each managed by regional sales managers.
The regional sales managers perform several significant functions for the
Company including identifying and developing new business opportunities
and providing customer service and support to the Companys customers. The
Company also utilizes the services of brokers where appropriate to support
efficient product distribution and customer satisfaction.

Product Planning and Research and Development

The Company continually monitors the consumer acceptance of each product
within its extensive product line. Individual products are regularly added to
and deleted from the Companys product line. The addition or deletion of any
product has not had a material effect on the Companys operations. The Company
believes that a key factor in the success of its products is its system of
carefully targeted research and testing of its products to ensure high quality
and that each product matches an identified market opportunity. The emphasis
in new product introductions in the past few years has been in microwaveable,
single service items. The Company is constantly searching to develop new
products to complement its existing product line and improved processing
techniques and formulas for its existing product line. The Company utilizes
in-house test kitchens to research and experiment with unique food preparation
methods, improve quality control and analyze new ingredient mixtures. The
Company does not anticipate any significant change in product-mix as a result
of its current research and development efforts.

Competition

The products of the Company are sold under highly competitive conditions.
All food products can be considered competitive with other food products, but
the Company regards its principal competitors to include national, regional and
local producers and distributors of refrigerated, frozen and snack food
products. Several of the Companys competitors include large companies with
substantially greater financial and marketing resources than those of the
Company. Existing competitors may broaden their product lines and potential
competitors may enter or increase their focus on the Companys market,
resulting in greater competition for the Company. The Company believes that
its products compete favorably with those of the Companys competitors. Such
competitors products compete against those of the Company for retail shelf
space, institutional distribution and customer preference.

Importance of Key Customers

One customer comprised approximately 14.6% of sales during the fiscal 2003
year.

Employees

At the end of fiscal 2003, the Company had approximately 812 employees,
approximately 46% of whose employment relationship with the Company was
governed by collective bargaining agreements. These agreements currently
expire between March 2004 and March 2006. The Company believes that its
relationship with its employees is good.

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General Risks of Food Industry

The food industry, and the markets within the food industry in which
the Company competes, are subject to various risks, including: adverse
changes in general economic conditions; evolving consumer preferences;
nutritional and health-related concerns; federal, state and local food
inspection and processing controls; consumer product liability claims; risks
of product tampering; and the availability and expense of liability
insurance. The meat and poultry industries have recently been subject to
increasing scrutiny due to the association of meat and poultry products with
recent outbreaks of illness, and on rare occasions even death, caused by food
borne pathogens. Product recalls are sometimes required in the food industries
to withdraw contaminated or mislabeled products from the market.

Risks Relating to Suppliers and Raw Materials

The Company purchases large quantities of commodity pork, beef and
flour. Historically, market prices for products processed by the Company
have fluctuated in response to a number of factors, including changes in the
United States government farm support programs, changes in international
agricultural and trading policies, weather and other conditions
during the growing and harvesting seasons.

Risks Relating to Government Regulation

The operations of the Company are subject to extensive inspection and
regulation by the United States Department of Agriculture (the USDA), the
Food and Drug Administration (the FDA) and by other federal, state and
local authorities, regarding the processing, packaging, storage,
transportation, distribution and labeling of products that are manufactured,
produced and processed by the Company. The Companys processing facilities and
products are subject to frequent inspection by USDA and/or other federal, state
and local authorities. On July 25, 1996, the USDA issued strict new policies
concerning contamination by food borne pathogens such as E. coli, Listeria
monocytogenes and Salmonella, and established a new system of regulation
known as the Hazard Analysis Critical Control Points (HACCP) program. The
HACCP program requires all meat and poultry processing plants to develop and
implement sanitary operating procedures and other program requirements on or
before January 26, 1998. The Company believes that it is currently in
compliance with all material governmental laws and regulations (including the
January 1998 HACCP requirements), and that it maintains all material
permits and licenses relating to its operations.

On October 6, 2003, new USDA regulations regarding the control of Listeria
Monocytogenes in Ready-To-Eat Meat and Poultry Products took effect. These
regulations require environmental and/or finished product testing for
harmful bacteria that may be present. This testing could result in products
being retained, recalled or destroyed if Listeria Monocytogenes is detected.
The Company believes that it is in full compliance with this new regulation.

Risks Relating to Dependence on Key Management

The Companys executive officers and certain other key employees have been
primarily responsible for the development and expansion of the Companys
business, and the loss of the services of one or more of these individuals
could have an adverse effect on the Company. The Companys future success
will be dependent in part upon its continued ability to recruit, motivate and
retain qualified personnel. There can be no assurance that the Company will be
successful in this regard. The Company has no employment or
non-competition agreements with key personnel.

Executive Officers of the Registrant

The names, ages and positions of all the executive officers of the Company
as of January 1, 2004 are listed below. Messrs. Hugh Wm. Bridgford and Allan L.
Bridgford are brothers. William L. Bridgford is the son of Hugh Wm. Bridgford
and the nephew of Allan L. Bridgford. Officers are normally appointed annually
by the board of directors at their meeting immediately following the

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annual meeting of shareholders. All executive officers are full-time
employees of the Company, except for Allan L. Bridgford, who worked 80% of
full-time.

|                     |  |     |    |                              |  |                                                                           
|-------------------- |  | --- | -- | ---------------------------- |  | --------------------------------------------------------------------------
|Name                 |  | Age |    | Position(s) with the Company
|                     |  |     |    |                             
|Allan L. Bridgford   |  |     | 68 |                              |  | Chairman and member of the Executive Committee                            
|Robert E. Schulze    |  |     | 69 |                              |  | President and member of the Executive Committee                           
|Hugh Wm. Bridgford   |  |     | 72 |                              |  | Vice President and Chairman of the Executive Committee                    
|William L. Bridgford |  |     | 49 |                              |  | Secretary                                                                 
|Raymond F. Lancy     |  |     | 50 |                              |  | Chief Financial Officer, Vice President, Treasurer and Assistant Secretary




Item 2. Properties

The Company owns the following facilities:

|                            |                     |                         |               |         |         |        |   |     |     |     | 
|--------------------------- | ------------------- | ----------------------- | ------------- | ------- | ------- | ------ | - | --- | --- | --- | 
|Property Location           |                     | Building Square Footage |               | Acreage
|                            |                     |                         |               |        
|                            | Anaheim, California |                         |               | 100,000 |         |        |   | 5   |    
|                            | Modesto, California |                         |               | 2,500   |         |        |   | 0.3 |    
|                            |                     |                         | Dallas, Texas |         |         | 94,000 |   |     |     | 4   | 
|                            |                     |                         | Dallas, Texas |         |         | 30,000 |   |     |     | 2   | 
|                            |                     |                         | Dallas, Texas |         |         | 16,000 |   |     |     | 1   | 
|                            |                     |                         | Dallas, Texas |         |         | 3,200  |   |     |     | 1.5 | 
|Statesville, North Carolina |                     |                         | 42,000        |         |         |        | 8 |    
|                            |                     | Chicago, Illinois       |               |         | 156,000 |        |   |     | 1.5 |    

The foregoing plants are, in general, fully utilized by the Company for
processing, warehousing, distributing and administrative purposes. The Company
also leases small warehouse and/or office facilities through the United States
and Canada. The Company believes that its properties are adequate to satisfy
its foreseeable needs. Additional properties may be acquired and/or plants
expanded if favorable opportunities and conditions arise.




Item 3. Legal Proceedings

No material legal proceedings were pending at October 31, 2003 against the
Company.
The Company is likely to be subject to claims arising from time to time in the
ordinary course of its business. In certain of such actions, plaintiffs may
request punitive or other damages that may not be covered by insurance
and, accordingly, no assurance can be given with respect to the ultimate
outcome of any such possible future claims or litigation or their effect
on the Company.




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

No matters were submitted to the Companys shareholders during the fourth
quarter of the fiscal year ended October 31, 2003.

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PART II




Item 5. Market for Registrants Common Equity And Related Stockholder Matters

The Companys Common Stock, par value $1.00 per share (the Common
Stock), is traded in the over-the-counter market and prices are quoted on The
Nasdaq National Market under the symbol BRID. As of January 2, 2004, there
were 424 holders of record of the Companys Common Stock. The market price and
dividend information with respect to the Companys Common Stock are set forth
on the inside cover of the Companys 2003 Annual Report to Shareholders in the
section thereof entitled Common Stock and Dividend Data and are incorporated
herein by reference. The payment of any future dividends will be at the
discretion of the Companys Board of Directors and will depend upon future
earnings, financial requirements and other factors.




Item 6. Selected Financial Data

The information set forth on page 4 of the Companys 2003 Annual Report to
Shareholders is incorporated herein by reference.




Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations

The information set forth on pages 4, 5, 6, 7 and in Note 1 of the
Companys 2003 Annual Report to Shareholders, including a description of the
Companys critical accounting policies, is incorporated herein by reference.




Item 7A. Quantitative and Qualitative Disclosures about Market Risk

The Company did not have significant overall currency exposure at October
31, 2003. The Companys financial instruments consist of cash and cash
equivalents and life insurance policies at October 31, 2003 and 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 does not
currently have any significant foreign currency exposure. The Company does not
engage in buying or selling spot or futures commodity contracts. The Companys
investment portfolio is not subject to significant market risk or interest rate
fluctuations.




Item 8. Financial Statements and Supplementary Data

The information set forth on pages 8 through 16 of the Companys 2003
Annual Report to Shareholders in the sections thereof entitled Consolidated
Balance Sheets, Consolidated Statements of Income, Consolidated Statements
of Shareholders Equity, Consolidated Statements of Cash Flows, Notes to
Consolidated Financial Statements and Report of Independent Accountants is
incorporated herein by reference.

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.

9



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##### Table of Contents



Unaudited Interim Financial Information

(in thousands, except per share amounts)

|                                |  |            |        |            |  |            |        |            |  |   |        |  |  |   |        | 
|------------------------------- |  | ---------- | ------ | ---------- |  | ---------- | ------ | ---------- |  | - | ------ |  |  | - | ------ | 
|                                |  | Quarter 1  |        | Quarter 2  |  | Quarter 3  |        | Quarter 4 
|                                |  | (12 weeks) |        | (12 weeks) |  | (12 weeks) |        | (16 weeks)
|                                |  | January 24 |        | April 18   |  | July 11    |        | October 31
|                                |  | 2003       |        | 2003       |  | 2003       |        | 2003      
|                                |  |            |        |            |  |            |        |           
|Net sales                       |  | $          | 32,445 |            |  | $          | 29,074 |            |  | $ | 29,977 |  |  | $ | 44,755 | 
|Income (loss)
before taxes      |  |            | (246   | )          |  |            | 174    |            |  |   | 665    |  |  |   | 1,358  | 
|Net income (loss)               |  |            | (153   | )          |  |            | 108    |            |  |   | 412    |  |  |   | 843    | 
|Basic earnings
(loss) per share |  | $          | (.01   | )          |  | $          | .01    |            |  | $ | .04    |  |  | $ | .08    | 

(in thousands, except per share amounts)

|                                |  |            |        |            |  |            |        |            |  |   |        |   |  |   |        |  
|------------------------------- |  | ---------- | ------ | ---------- |  | ---------- | ------ | ---------- |  | - | ------ | - |  | - | ------ | -
|                                |  | Quarter 1  |        | Quarter 2  |  | Quarter 3  |        | Quarter 4 
|                                |  | (13 weeks) |        | (13 weeks) |  | (13 weeks) |        | (13 weeks)
|                                |  | February 1 |        | May 3      |  | August 2   |        | November 1
|                                |  | 2002       |        | 2002       |  | 2002       |        | 2002      
|                                |  |            |        |            |  |            |        |           
|Net sales                       |  | $          | 38,223 |            |  | $          | 34,679 |            |  | $ | 32,025 |   |  | $ | 34,275 |  
|Income (loss) before
taxes      |  |            | 2,505  |            |  |            | 2,413  |            |  |   | (693   | ) |  |   | (1,954 | )
|Net income (loss)               |  |            | 1,552  |            |  |            | 1,497  |            |  |   | (430   | ) |  |   | (1,481 | )
|Basic earnings
(loss) per share |  | $          | .15    |            |  | $          | .14    |            |  | $ | (.04   | ) |  | $ | (.14   | )




Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure



| |  | Not applicable.
| |  | ---------------




Item 9A. Controls and Procedures

An evaluation as of the end of the period covered by this annual report
was carried out under the supervision and with the participation of the
Companys management, including the Companys Chairman and Chief Financial
Officer, of the effectiveness of the design and operation of the Companys
disclosure controls and procedures, as such term is defined under Rules
13a-15(e) and 15d -15(e) promulgated under the Securities Exchange Act of 1934.
Based upon that evaluation, the Companys Chairman and Chief Financial Officer
concluded that the Companys disclosure controls and procedures were effective.

The Companys management, including the Companys Chairman and Chief Financial
Officer, has evaluated any changes in the Companys internal control over
financial reporting that occurred during the quarterly period ended October 31,
2003, and has concluded that there was no change during the Companys fourth
quarter of its 2003 fiscal year that has materially affected, or is reasonably
likely to materially affect, the Companys internal control over financial
reporting.

10



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##### Table of Contents






PART III




Item 10. Directors and Executive Officers of the Registrant

Information set forth in the sections entitled Election of Directors and
Section 16(a) Beneficial Ownership Reporting Compliance contained in the
Companys definitive proxy statement for the Annual Meeting of Shareholders to
be held on March 17, 2004 is incorporated herein by reference. Information
concerning the executive officers of the Company is set forth in Part I hereof
under the heading Executive Officers of the Registrant.

The Company intends to adopted a Code of Ethics pursuant to Section 406 of
the Sarbanes-Oxley Act of 2002 during the first quarter of 2004, which will
apply to the Companys principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions and other designated officers and employees. The Company
will post the Code of Ethics on its website at www.bridgford.com as soon as
such Code of Ethics is adopted by its Board of Directors.




Item 11. Executive Compensation

Information set forth in the section entitled Compensation of Executive
Officers contained in the Companys definitive proxy statement for the 2003
Annual Meeting of Shareholders to be held on March 17, 2004 is incorporated
herein by reference.




Item 12. Security Ownership of Certain Beneficial Owners and Management

Information set forth in the section entitled Principal Shareholders and
Management contained in the Companys definitive proxy statement for the 2003
Annual Meeting of Shareholders to be held on March 17, 2004 is incorporated
herein by reference.

Equity Compensation Plan Information

The following table sets forth information regarding outstanding options,
warrants and rights and shares reserved for future issuance under the Companys
existing compensation plans as of October 31, 2003. The Companys sole
shareholder approved equity compensation plan is the 1999 Stock Incentive Plan.
The Company does not have any non-stockholder approved equity compensation
plans.

|                                                           |       |     |                        |         |                   |     |                          |       |  |  |                         |         | 
|---------------------------------------------------------- | ----- | --- | ---------------------- | ------- | ----------------- | --- | ------------------------ | ----- |  |  | ----------------------- | ------- | 
|                                                           |       |     |                        |         |                   |     |                          |       |  |  | Number of securities   
|                                                           |       |     |                        |         |                   |     |                          |       |  |  | remaining available for
|                                                           |       |     | Number of securities   |         | Weighted-         |     | future issuance under   
|                                                           |       |     | to be issued upon      |         | average exercise  |     | equity compensation     
|                                                           |       |     | exercise of            |         | price of          |     | plans as of October 31, 
|                                                           |       |     | outstanding options,   |         | outstanding       |     | 2003 (excluding         
|                                                           |       |     | warrants and rights as |         | options, warrants |     | securities              
|                                                           |       |     | of October 31, 2003    |         | and rights        |     | reflected in column (a))
|Plan Category                                              |       | (a) |                        | (b)     |                   | (c)
|                                                           |       |     |                        |         |                   |    
|Equity compensation
plans approved by
security holders     |       |     | 250,000                |         |                   | $   | 10.00                    |       |  |  | 650,000                 |        
|Equity compensation
plans not approved
by security holders |       |     |                       |         |                   |     |                         |       |  |  |                        |        
|                                                           |       |     |                        |         |                   |     |                          |       |  |  |                         |        
|                                                           | Total |     |                        | 250,000 |                   |     | $                        | 10.00 |  |  |                         | 650,000 | 
|                                                           |       |     |                        |         |                   |     |                          |       |  |  |                         |        

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##### Table of Contents






Item 13. Certain Relationships and Related Transactions

Information set forth in the section entitled Related Party Transactions
contained in the Companys definitive proxy statement for the 2004 Annual
Meeting of Shareholders to be held on March 17, 2004 is incorporated herein by
reference.




Item 14. Principal Accountant Fees and Services

Information set forth in the section entitled Proposal Two- Audit Fees
contained in the Companys definitive proxy statement for the Annual Meeting of
Shareholders to be held on March 17, 2004 is incorporated herein by reference.

12



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##### Table of Contents






PART IV




Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K



| | (a) |  | The following documents are filed as a part of this report:
| | --- |  | -----------------------------------------------------------



| | (1) |  | Financial Statements. See Index to
Consolidated Financial Statements included on page 15 in
this report.        
| | --- |  | ------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | Financial Statement Schedule. See Index to
Consolidated Financial Statements included on page 15 in
this report.
|
| | (3) |  | Exhibits. The exhibits filed as a part of this
report are listed in the accompanying Index to Exhibits.         



| | (b) |  | Report on Form 8-K. The Company did not file a Current Report
on Form 8-K during the quarter ended October 31, 2003.
| | --- |  | --------------------------------------------------------------------------------------------------------------------

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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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
| |                             |     |                              |                       
| |                             | By: |                              | /s/ Allan L. Bridgford
| |                             |     |                             
| |                             |     | Allan L. Bridgford, Chairman
| |                             |     | Date: January 23, 2004      

POWER OF ATTORNEY

We, the undersigned directors and officers of Bridgford Foods Corporation
do hereby constitute and appoint Allan L. Bridgford and Robert E. Schulze, or
either of them, with full power of substitution and resubstitution, our true
and lawful attorneys and agents, to do any and all acts and things in our name
and behalf in our capacities as directors and officers and to execute any and
all instruments for us and in our names in the capacities indicated below,
which said attorneys and agents, or either of them, or their substitutes, may
deem necessary or advisable to enable said corporation to comply with the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in connection with this
Annual Report on Form 10-K, including specifically, but without limitation,
power and authority to sign for us or any of us in our names and in the
capacities indicated below, any and all amendments; and we do hereby ratify and
confirm all that the said attorneys and agents, or either of them, shall do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

|                                             |  |                                                       |  |                 
|-------------------------------------------- |  | ----------------------------------------------------- |  | ----------------
|Signature                                    |  | Title                                                 |  | Date            
|                                             |  |                                                       |  |                 
|/s/ Allan L. Bridgford

Allan L. Bridgford   |  | Chairman
(Principal Executive Officer)                |  | January 23, 2004
|                                             |  |                                                       |  |                 
|/s/ Robert E. Schulze

Robert E. Schulze     |  | President and Director                                |  | January 23, 2004
|                                             |  |                                                       |  |                 
|/s/ Hugh Wm. Bridgford

Hugh Wm. Bridgford   |  | Vice President and Director                           |  | January 23, 2004
|                                             |  |                                                       |  |                 
|/s/ Raymond F. Lancy

Raymond F. Lancy       |  | Chief Financial Officer
(Principal Financial Officer) |  | January 23, 2004
|                                             |  |                                                       |  |                 
|/s/ Paul A. Gilbert

Paul A. Gilbert         |  | Director                                              |  | January 12, 2004
|                                             |  |                                                       |  |                 
|/s/ Richard A. Foster

Richard A. Foster     |  | Director                                              |  | January 23, 2004
|                                             |  |                                                       |  |                 
|/s/ Steven H. Price

Steven H. Price         |  | Director                                              |  | January 12, 2004
|                                             |  |                                                       |  |                 
|/s/ Norman V. Wagner II

Norman V. Wagner II |  | Director                                              |  | January 12, 2004
|                                             |  |                                                       |  |                 
|/s/ Paul R. Zippwald

Paul R. Zippwald       |  | Director                                              |  | January 12, 2004

14



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##### Table of Contents



BRIDGFORD FOODS CORPORATION




INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Registrant and its
subsidiaries, including the report thereon of PricewaterhouseCoopers LLP dated
December 19, 2003, appearing on pages 8 through 15 of the accompanying 2003
Annual Report to Shareholders are incorporated by reference in this Annual
Report on Form 10-K. With the exception of the aforementioned information and
the information incorporated in Items 5, 6, 7, 8, 10, 11, 12, 13 and 14, the
2003 Annual Report to Shareholders is not to be deemed filed as part of this
Annual Report on Form 10-K. The following Financial Statement Schedule should
be read in conjunction with the financial statements in such 2003 Annual Report
to Shareholders.

|                                                                         |                                                 |  |      |     | 
|------------------------------------------------------------------------ | ----------------------------------------------- |  | ---- | --- | 
|                                                                         |                                                 |  | Page
|                                                                         |                                                 |  |     
|Report
of Independent Auditors on Financial
Statement Schedule           |                                                 |  | F-1  |    
|Financial Statement Schedule for the three years
ended October 31, 2003: |                                                 |  |      |    
|                                                                         | Schedule II  Valuation and Qualifying Accounts |  |      | F-2 | 

All other schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.

15



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##### Table of Contents



REPORT OF INDEPENDENT AUDITORS ON

FINANCIAL STATEMENT SCHEDULE

To the Board of Directors of
Bridgford Foods Corporation

Our audits of the consolidated financial statements referred to in our report
dated December 19, 2003 appearing on page 16 of the 2003 Annual Report to
Shareholders of Bridgford Foods Corporation (which report and consolidated
financial statements are incorporated by reference in this Annual Report on
Form 10-K) also included an audit of the financial statement schedule listed in
Item 15(a)(2) of this Form 10-K. In our opinion, this financial statement
schedule presents fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.

/s/PricewaterhouseCoopers LLP
Orange County, California
December 19, 2003

F-1



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##### Table of Contents



BRIDGFORD FOODS CORPORATION
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS (000s)

|                                |  |            |       |            |  |               |       |          |  |            |       |  |  |   |       | 
|------------------------------- |  | ---------- | ----- | ---------- |  | ------------- | ----- | -------- |  | ---------- | ----- |  |  | - | ----- | 
|                                |  |            |       |            |  | Provision for |       | Accounts |  | Balance at
|                                |  | Balance at |       | losses on  |  | written off   |       | close   
|                                |  | beginning  |       | Accounts   |  | less          |       | of      
|                                |  | of period  |       | Receivable |  | Recoveries    |       | period  
|                                |  |            |       |            |  |               |       |         
|November 2, 2001               
|Allowance for doubtful
accounts |  | $          | 694   |            |  | $             | 275   |          |  | $          | 190   |  |  | $ | 779   | 
|                                |  |            |       |            |  |               |       |          |  |            |       |  |  |   |       | 
|November 1, 2002               
|Allowance for doubtful
accounts |  | $          | 779   |            |  | $             | 3,750 |          |  | $          | 1,110 |  |  | $ | 3,419 | 
|                                |  |            |       |            |  |               |       |          |  |            |       |  |  |   |       | 
|October 31, 2003               
|Allowance for doubtful
accounts |  | $          | 3,419 |            |  | $             | 915   |          |  | $          | 2,905 |  |  | $ | 1,429 | 
|                                |  |            |       |            |  |               |       |          |  |            |       |  |  |   |       | 

F-2



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BRIDGFORD FOODS CORPORATION




INDEX TO EXHIBITS

| |  |         |      |  |  |                                                                                                                                                                                   |  |   
| |  | ------- | ---- |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --
| |  | Exhibit |      |  |  |                                                                                                                                                                                  
| |  | No.     |      |  |  | Page No.                                                                                                                                                                         
| |  |         |      |  |  |                                                                                                                                                                                  
| |  |         | 3.5  |  |  | Restated Articles of Incorporation, dated December 29, 1989 (filed as
Exhibit 3.5 to Form 10-K on January 28, 1993 and incorporated herein by
reference).                         |  | NA
| |  |         |      |  |  |                                                                                                                                                                                   |  |   
| |  |         | 3.6  |  |  | Amendment to Articles of Incorporation, dated July 27, 1990 (filed as
Exhibit 3.6 to Form 10-K on January 28, 1993 and incorporated herein by
reference).                         |  | NA
| |  |         |      |  |  |                                                                                                                                                                                   |  |   
| |  |         | 3.7  |  |  | By-laws, as amended (filed as Exhibit 2 to Form 10-K on January 28,1993 and
incorporated herein by reference).                                                                    |  | NA
| |  |         |      |  |  |                                                                                                                                                                                   |  |   
| |  |         | 10.1 |  |  | Bridgford Foods Corporation Defined Benefit Pension Plan (filed as Exhibit
10.1 to Form 10-K on January 28, 1993 and incorporated
herein by reference).                           |  | NA
| |  |         |      |  |  |                                                                                                                                                                                   |  |   
| |  |         | 10.2 |  |  | Bridgford Foods Corporation Supplemental Executive Retirement Plan (filed
as Exhibit 10.2 to Form 10-K on January 28, 1993 and incorporated herein by
reference).                 |  | NA
| |  |         |      |  |  |                                                                                                                                                                                   |  |   
| |  |         | 10.3 |  |  | Bridgford Foods Corporation Deferred Compensation Savings Plan (filed as
Exhibit 10.3 to Form 10-K on January 28, 1993 and incorporated herein by
reference).                     |  | NA
| |  |         |      |  |  |                                                                                                                                                                                   |  |   
| |  |         | 10.4 |  |  | Bridgford Foods Corporation 1999 Stock Incentive Plan and Form of Stock
Option Agreement (files as Exhibit 4.1 to Form S-8 on May 28, 1999 and
incorporated herein by reference). |  | NA
| |  |         |      |  |  |                                                                                                                                                                                   |  |   
| |  |         | 13.1 |  |  | 2003 Annual Report
to Shareholders.                                                                                                                                               |  | NA
| |  |         |      |  |  |                                                                                                                                                                                   |  |   
| |  |         | 21.1 |  |  | Subsidiaries of the
Registrant.                                                                                                                                                   |  | NA
| |  |         |      |  |  |                                                                                                                                                                                   |  |   
| |  |         | 23.1 |  |  | Consent of
Independent Auditors.                                                                                                                                                  |  | NA
| |  |         |      |  |  |                                                                                                                                                                                   |  |   
| |  |         | 24.1 |  |  | Power of Attorney (included as part of the signature page of this Annual
Report on Form 10-K).                                                                                    |  | NA
| |  |         |      |  |  |                                                                                                                                                                                   |  |   
| |  |         | 31.1 |  |  | Certification of
Principal Executive Officer.                                                                                                                                     |  | NA
| |  |         |      |  |  |                                                                                                                                                                                   |  |   
| |  |         | 31.2 |  |  | Certification
Pursuant to Principal Financial Officer.                                                                                                                            |  | NA
| |  |         |      |  |  |                                                                                                                                                                                   |  |   
| |  |         | 32.1 |  |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Executive
Officer).                             |  | NA
| |  |         |      |  |  |                                                                                                                                                                                   |  |   
| |  |         | 32.2 |  |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Financial
Officer).                             |  | NA