##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    April 24, 2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file
    number: 0-1667
   Bob Evans Farms, Inc.
 (Exact name of registrant as
    specified in its charter)
   Delaware

31-4421866(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

Identification No.)3776 South High Street, Columbus, Ohio

43207(Address of principal executive
    offices)

(Zip Code)  (614) 491-2225
 (Registrants telephone
    number, including area code)
   Securities registered pursuant to Section 12(b) of the
    Exchange Act:
   Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value per share

The NASDAQ Stock Market LLC    Securities registered pursuant to Section 12(g) of the
    Exchange Act:
 None
  þ o
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller reporting
    company o (Do
    not check if a smaller reporting company)
  Rule 12b-2 o þ
  As of October 24, 2008, the aggregate market value of
    the registrants common stock held by non-affiliates of the
    registrant was $593,343,492 based on the closing sale price as
    reported on the NASDAQ Stock Market.
    Class

Outstanding at June 19, 2009Common Stock, $.01 par value per share

30,946,599 shares   DOCUMENTS INCORPORATED BY REFERENCE
  Document

Parts Into Which IncorporatedPortions of the registrants Proxy Statement for the Annual
    Meeting of Stockholders to be held on September 14, 2009

Part III




---





TABLE OF CONTENTS  PART IItem 1. Business.Item 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security Holders.PART IIItem 5. Market For Registrants Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataConsolidated Balance SheetsConsolidated Statements of IncomeConsolidated Statements of Stockholders EquityConsolidated Statements of Cash FlowsBob Evans Farms, Inc. and Subsidiaries Notes to Consolidated Financial Statements April 24, 2009Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEX-4.3EX-10.3EX-10.4EX-10.5EX-21EX-23EX-24EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
  PART I
 
  Item 1.
    Business.  Form 10-K,
  Form 10-K Form 10-K, Form 10-K, Form 10-K
  Form 10-K Form 10-K.
  Background
     2




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##### Table of Contents



Fiscal Year2009


2008


2007(Dollars in thousands)Sales:Restaurant Operations

$
1,439,090


$
1,445,034


$
1,385,841Food Products


349,273



331,060



304,6651,788,363



1,776,094



1,690,506Intersegment Sales of Food Products


(37,851
)


(39,068
)


(36,046
)Total

$
1,750,512


$
1,737,026


$
1,654,460Operating Income:Restaurant Operations

$
12,796


$
78,686


$
78,553Food Products


15,571



28,554



19,869Total

$
28,367


$
107,240


$
98,422Identifiable Assets:Restaurant Operations

$
1,008,773


$
1,077,295


$
1,071,942Food Products


111,727



99,343



87,2691,120,500



1,176,638



1,159,211General corporate assets


27,148



30,398



37,751Total

$
1,147,648


$
1,207,036


$
1,196,962   Our
    Strategy
      Win Together as Team
  Consistently Drive Sales Growth
  Improve Margins With an Eye on Customer
    Satisfaction
  Be the BEST at Operations Execution
  Increase Returns on Invested Capital
 3




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Our
    Restaurant Concepts
    Bob
    Evans Restaurants
    line-up
  Restaurant Locations and
    Expansion
      Mimis
    Cafés
     4




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Restaurant
    Management
         5




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point-of-sale point-of-sale
  Restaurant
    Locations and Expansion
    Restaurants
    in Operation at April 24, 2009
  Bob Evans


Mimis


TotalRestaurants


Cafés


RestaurantsAlabama






1



1Arizona






12



12Arkansas






2



2California






57



57Colorado






8



8Delaware


7







7Florida


49



11



60Georgia






2



2Illinois


16



3



19Indiana


59







59Iowa






1



1Kansas


3



2



5Kentucky


23



1



24Maryland


28



2



30Michigan


51







51Missouri


24



2



26Nebraska






1



1Nevada






5



5New Jersey


3







3New Mexico






1



1New York


8







8North Carolina


11



5



16Ohio


194



3



197Oklahoma






2



2Pennsylvania


39







39South Carolina


4



1



5Tennessee


3



3



6Texas






11



11Utah






4



4Virginia


17



4



21West Virginia


31







31TOTAL


570



144



714  6




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##### Table of Contents




    the expected rate of return on the money invested in the new
    restaurant;
    the availability of affordable sites that meet our demographic
    and other specifications;
    general economic conditions, including consumer spending for
    family and casual dining;
    growth trends in consumer demand for our restaurant concepts;
    our ability to obtain local permits; and
    the availability of high-quality management and hourly employees.      sub-prime
       7




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Carryout
    Business
      Supply
    Chain and Distribution
           8




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Sources
    and Availability of Raw Materials
    Advertising
    and Marketing
    word-of-mouth E-Club
  Research
    and Development
  18-month
   9




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Competition
  price-to-value
    Food
    Products Operations
      Production
  ready-to-eat
   10




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Sales
              Distribution
   11




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Sources
    and Availability of Raw Materials
        Advertising
    and Marketing
   12




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Competition
    Productivity 
    Project BEST Way
    Seasonality
    and Quarterly Results
        Trademarks
    and Service Marks
   13




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Government
    Regulation
        and/or
     14




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Employees
    Available
    Information
  Form 10-K, Form 10-Q, Form 8-K
 15




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##### Table of Contents



Form 10-K.
  Upon the written request of a stockholder, we will provide
    without charge a copy of this Annual Report on
    Form 10-K,
    including the financial statements and financial statement
    schedules included herein. In addition, upon the written request
    of a stockholder, we will provide a copy of any exhibit to this
    Annual Report on
    Form 10-K
    upon the payment of a reasonable fee. Written requests should be
    delivered to Bob Evans Farms, Inc., Attention: Investor
    Relations, 3776 South High Street, Columbus, Ohio 43207.
 
  Item 1A.
    Risk
    Factors  The risk factors presented below may affect our future
    operating results, financial position and cash flows. In
    addition to the risk factors presented below, changes in general
    economic conditions, consumer tastes and discretionary spending
    patterns, demographic trends and consumer confidence in the
    economy, which affect consumer behavior and spending for
    restaurant dining occasions and retail purchases in general, may
    have a material impact on us. Our actual results could vary
    significantly from any results expressed or implied by any
    forward-looking statements contained in this Annual Report on
    Form 10-K
    or our other filings with the Securities and Exchange Commission
    depending upon a variety of factors, including, but not limited
    to, the following risks and uncertainties:
  Our
    business could suffer if we are the subject of negative
    publicity or litigation regarding allegations of food-related
    illnesses.
  e-coli and/or
  Health
    concerns and government regulations relating to the consumption
    of trans-fats, pork, beef, chicken and other food products could
    affect consumer preferences and could negatively impact our
    results of operations.
  foot-and-mouth and/or
  and/or
 16




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The
    global economic crisis adversely impacted our business and
    financial results in fiscal 2009 and a prolonged recession could
    materially, adversely affect us in the future.
      Certain
    economic and business factors specific to the restaurant
    industry and certain general economic factors including
    unemployment, energy prices and interest rates that are largely
    out of our control may adversely affect our results of
    operations.
   17




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Because
    many of our restaurants are concentrated in certain geographic
    areas, our results of operations could be materially, adversely
    affected by regional economic conditions and
    events.
    sub-prime
  Our
    failure to achieve and maintain positive same-store sales for an
    extended period of time would likely have a material adverse
    effect upon our financial condition, results of operation and
    cash flows.
    
    local and national economic conditions affecting consumer
    spending habits;
    gasoline prices;
    customer trends;
    intense competition in the restaurant business;
    customer satisfaction;
    extraordinary events such as weather or natural
    disasters; and
    pricing pressure.    Our
    business could suffer if we are the subject of increased
    litigation regarding personal injuries suffered on our premises,
    discrimination, harassment or other labor matters.
  class-wide
 18




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The
    restaurant and food products industries are heavily regulated,
    and compliance with applicable laws and regulations may be more
    costly than we expect.
  and/or and/or
  
    employment laws, including minimum wage requirements, overtime
    pay, meal and rest break requirements, paid sick
    days or other paid time off, health insurance,
    unemployment tax rates, discrimination laws, workers
    compensation rates and citizenship and immigration requirements;
    permit, licensing and other regulatory requirements for the sale
    of food and alcoholic beverages;
    health, safety and fire regulations;
    zoning, land and environmental regulations;
    sales tax;
    food safety regulations governing the manufacture (including
    composition and ingredients), labeling, packaging and safety of
    food in the United States and Canada;
    laws governing public access and employment for people with
    disabilities; and
    state dram shop statutes, which generally allow a
    person injured by an intoxicated person to recover damages from
    an establishment that wrongfully served alcoholic beverages to
    the intoxicated person.  A
    privacy breach could adversely affect our
    business.
    Our
    success depends on our ability to compete effectively in the
    restaurant and food products industries.
   19




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The
    price and availability of food, ingredients and utilities used
    by our restaurants could adversely affect our revenues and
    results of operations.
    Our
    inability to successfully and sufficiently raise menu and food
    products prices to offset increased costs could result in a
    decline in margins.
  and/or
 20




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Our
    success depends on consumer acceptance of our menu offerings,
    food products, prices, atmosphere and service
    procedures.
    Our
    food products business is dependent upon a limited number of
    suppliers for the production of a significant number of items
    and relies upon a relatively small number of customers for a
    large percentage of its sales.
      We are
    dependent on timely delivery of fresh ingredients by our
    suppliers.
    Our
    long-term growth strategy depends on opening new restaurants.
    Our ability to expand our restaurant base is influenced by
    factors beyond our control, which may further slow restaurant
    expansion and impair our growth strategy.
   21




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
    our ability to generate a suitable level of return on the money
    we invest in new restaurants;
    the availability and hiring of qualified personnel;
    reliance on management to identify available and suitable
    restaurant sites;
    competition for restaurant sites;
    negotiation of favorable purchase or lease terms for restaurant
    sites;
    timely development of new restaurants, including the
    availability of construction materials and labor;
    management of construction and development costs of new
    restaurants;
    securing required governmental approvals and permits in a timely
    manner, or at all;
    cost and availability of capital;
    competition in our markets; and
    general economic conditions.      The
    growth of our food products sales and profits is dependent upon
    our ability to expand into existing and new
    markets.
    Our
    quarterly operating results may fluctuate significantly and
    could fall below the expectations of securities analysts and
    investors due to a variety of other factors, resulting in a
    decline in our stock price.
    
    fluctuations in food and commodity prices;
    the timing of new restaurant openings and related expenses; 22




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
    restaurant operating costs for our newly opened restaurants,
    which are often materially greater during the first several
    months of operation;
    labor availability and costs for hourly and management personnel;
    profitability of our restaurants, especially in new markets;
    impairments of long-term assets;
    trends in same-store sales;
    adverse weather conditions;
    special items, such as property sales;
    local and national economic conditions, including gasoline and
    other energy costs; and
    changes in consumer preferences and competitive conditions.    If we
    lose the services of any of our key management personnel, our
    business could suffer.
    Many
    factors, including those over which we have no control, affect
    the trading price of our stock.
    Disruptions
    in the financial markets may adversely impact the availability
    and cost of credit and consumer spending patterns.
   23




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Restrictive
    covenants in our debt instruments restrict or prohibit our
    ability to engage in or enter into a variety of transactions,
    which could adversely affect us.
        A
    breach of a covenant in our debt instruments could cause
    acceleration of a significant portion of our outstanding
    indebtedness.
    Our
    restaurant business is dependent upon satisfactory customer
    service, and we may have difficulty hiring and retaining a
    sufficient number of qualified employees to deliver appropriate
    service.
   24




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Our
    failure or inability to enforce our trademarks or other
    proprietary rights could adversely affect our competitive
    position or the value of our brand.
      Our
    current insurance loss estimates may not be adequate and, if
    claims exceed such estimates, our profitability may be
    materially, adversely affected.
    Adverse
    weather conditions could harm our sales.
   
  Item 1B.
    Unresolved
    Staff Comments   
  Item 2.
    Properties    937-acre 30-acre
 25




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##### Table of Contents



Bob Evans
    Restaurants
  Form 10-K
      Mimis
    Cafés
  10-year
  Form 10-K
  Food
    Products
         26




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##### Table of Contents



Item 3.
    Legal
    Proceedings  class-wide Leonard Flores v. SWH
    Corporation d/b/a Mimis Café
    time-to-time
 
  Item 4.
    Submission
    of Matters to a Vote of Security
    Holders.    Supplemental
    Item.  Executive Officers of Bob Evans Farms,
    Inc.
    Years asName

Age

Officer

Principal Occupation for Past Five YearsHarvey Brownlee


47


Since
    February
    2009

President and Chief Restaurant Operations Officer since February
    2009; KFC Chief Operating Officer (Yum! Brands) from 2004 to
    January 2009; Chief Operating Officer of Yum! Multibrand
    Operations from 2003 to 2004Mary L. Cusick


53


18

Senior Vice President  Bob Evans Restaurant Marketing
    since 2007; Senior Vice President  Marketing and
    Corporate Communications from 2005 to 2007; Senior Vice
    President of Investor Relations and Corporate Communications
    from 2000 to 2005Steven A. Davis


51


3

Chief Executive Officer since May 2006; President, Long John
    Silvers and A&W All-American Food Restaurants (Yum!
    Brands), from 2002 to May 2006 27




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##### Table of Contents



Years asName

Age

Officer

Principal Occupation for Past Five YearsJoe R. Eulberg


51


1

Senior Vice President  Human Resources since March
    2008; Executive Vice President of Human Resources, Acosta Sales
    and Marketing (in-store sales, marketing and service company),
    from February 2008 to August 2008; Senior Vice President of
    Human Resources, Nash Finch Company (wholesale food
    distributor), from November 2003 to August 2007Mary L. Garceau


36


3

Vice President, General Counsel and Corporate Secretary since
    September 2007; Vice President, General Counsel and Assistant
    Secretary from July 2006 to September 2007; Attorney, Vorys,
    Sater, Seymour and Pease LLP, Partner from 2005 to June 2006,
    Associate from 1997 to 2004Richard D. Hall


53


13

Senior Vice President  Supply Chain Management since
    September 2008; Senior Vice President  Corporate
    Procurement from August 2006 to September 2008; Vice
    President  Food Products Operations from May 1997 to
    April 2007Randall L. Hicks


49


14

President and Chief Concept Officer  Bob Evans
    Restaurants since February 2009; Executive Vice
    President  Bob Evans Restaurant Operations from 2004
    to February 2009; Senior Vice President of Restaurant Operations
    2003 to 2004Timothy J. Pulido


54


2

President and Chief Concept Officer  Mimis
    Café since February 2009; President  Mimis
    Café from December 2007 to February 2009; Chief Executive
    Officer, Shakeys USA (pizza chain), from 2006 to December
    2008; President and Chief Operating Officer, Pick Up Stix (a
    quick-casual Asian restaurant chain), from 2003 to 2005Donald J. Radkoski


54


20

Chief Financial Officer, Treasurer and Assistant Secretary since
    September 2007; Chief Financial Officer, Treasurer and Corporate
    Secretary from 2000 to September 2007Tod P. Spornhauer


43


10

Senior Vice President  Finance, Controller, Assistant
    Treasurer and Assistant Secretary since 2003 28




---



##### Table of Contents



Years asName

Age

Officer

Principal Occupation for Past Five YearsJ. Michael Townsley


50


6

President  Food Products since June 2008; Executive
    Vice President  Food Products from November 2006 to
    June 2008; President and Chief Executive Officer, Owens Foods,
    Inc. (formerly Owens Country Sausage, Inc.), from June 2003 to
    November 2006  
  PART II
 
  Item 5.
    Market
    For Registrants Common Equity, Related Stockholder Matters
    and Issuer Repurchases of Equity Securities  Market
    Information, Holders of Common Equity and Dividends
  Regulation S-K Quarterly
    Financial Data (Unaudited) Form 10-K.
 29




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##### Table of Contents



Performance
    Graph
  Comparison
    of Five-Year Cumulative Total Return
    
  CUMULATIVE
    VALUE OF $100 INVESTMENT
  2004



2005



2006



2007



2008



2009Peer Group


$
100.00



$
116.51



$
147.65



$
138.11



$
94.19



$
77.10S&P 500


$
100.00



$
104.47



$
118.36



$
133.87



$
125.13



$
78.82Bob Evans Farms, Inc.


$
100.00



$
67.66



$
97.64



$
126.23



$
98.25



$
87.41  30




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##### Table of Contents



Issuer
    Repurchases of Equity Securities
    Restrictions
    on Payment of Dividends
  Form 10-K.
 31




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##### Table of Contents



Item 6.
    Selected
    Financial Data  Consolidated
    Financial Review
    Bob Evans Farms, Inc. and Subsidiaries
  2009


2008


2007


2006


2005(a)Dollars and shares in thousands, except per share amountsOperating ResultsNet sales

$
1,750,512


$
1,737,026


$
1,654,460


$
1,584,819


$
1,460,195Operating income


28,367



107,240



98,422



85,357



66,906Income before income taxes


16,061



96,250



89,427



73,712



57,672Income taxes


21,207



31,374



28,885



18,938



20,704Net income (loss)


(5,146
)


64,876



60,542



54,774



36,968Earnings (loss) per share of common stock:Basic

$
(0.17
)

$
1.96


$
1.68


$
1.53


$
1.05Diluted

$
(0.17
)

$
1.95


$
1.66


$
1.52


$
1.04Financial PositionWorking capital

$
(165,545
)

$
(255,330
)

$
(94,490
)

$
(77,083
)

$
(124,349
)Property, plant and equipment  net


1,002,692



999,011



963,363



967,717



949,906Total assets


1,147,648



1,207,036



1,196,962



1,185,078



1,150,942Debt:Short-term


93,904



165,404



34,000



4,000



47,000Long-term


176,192



133,096



172,333



206,333



210,333Stockholders equity


597,706



612,625



705,231



704,456



652,831Supplemental Information for the YearCapital expenditures

$
95,985


$
120,955


$
84,242


$
112,860


$
139,587Depreciation and amortization

$
81,934


$
77,131


$
74,238


$
76,062


$
66,835Weighted-average shares outstanding:Basic


30,744



33,065



36,105



35,691



35,315Diluted


30,744



33,315



36,484



35,944



35,644Cash dividends paid per share

$
0.60


$
0.56


$
0.54


$
0.48


$
0.48Common stock market closing prices:High

$
34.09


$
39.59


$
38.15


$
30.93


$
31.28Low

$
13.44


$
24.49


$
25.10


$
21.09


$
20.31Supplemental Information at Year-EndEmployees


46,495



49,149



51,092



50,810



52,558Registered stockholders


23,608



24,302



30,969



32,296



33,871Market price per share at closing

$
24.97


$
27.57


$
37.12


$
28.88


$
20.40Book value per share

$
19.46


$
20.01


$
20.07


$
19.55


$
18.44     (a)
    
    On July 7, 2004, we acquired SWH Corporation (d/b/a
    Mimis Café), whose results of operations are included
    from the date of acquisition. 32




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Results
    of Operations
  Form 10-K Form 10-K
        General
    Overview
    Consolidated Results


Restaurant Segment


Food Products Segment2009


2008


2007


2009


2008


2007


2009


2008


2007(Dollars in thousands)Net sales

$
1,750,512


$
1,737,026


$
1,654,460


$
1,439,090


$
1,445,034


$
1,385,841


$
311,422


$
291,992


$
268,619Operating income

$
28,367


$
107,240


$
98,422


$
12,796


$
78,686


$
78,553


$
15,571


$
28,554


$
19,869Cost of sales


30.7
%


29.8
%


29.2
%


25.1
%


25.5
%


24.8
%


56.4
%


51.0
%


51.5
%Operating wages


34.1
%


34.8
%


36.1
%


39.2
%


39.6
%


40.8
%


11.1
%


11.2
%


11.7
%Other operating


16.0
%


16.2
%


16.0
%


18.4
%


18.4
%


18.1
%


4.9
%


5.4
%


5.1
%S,G,&A


9.0
%


8.6
%


8.3
%


6.6
%


6.3
%


5.8
%


20.0
%


19.9
%


21.3
%D&A


4.7
%


4.4
%


4.5
%


5.1
%


4.8
%


4.8
%


2.6
%


2.7
%


3.0
%Impairment


3.9
%










4.7
%


















Operating income


1.6
%


6.2
%


5.9
%


0.9
%


5.4
%


5.7
%


5.0
%


9.8
%


7.4
%     
    2009 consolidated and restaurant segment results included a
    pre-tax charge of $68.0 million related to the impairment
    of goodwill ($56.2 million) and other intangible assets
    ($11.8 million) for Mimis Cafés that are
    reflected separately on the consolidated income statement under
    Goodwill and other intangibles impairment.
    2009 consolidated and restaurant segment results included a
    pre-tax charge of $6.4 million related to fixed asset
    impairment for six underperforming Mimis Cafés that
    is reflected in selling, general and administrative
    (S,G&A) expenses. 33




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##### Table of Contents




    2009 consolidated and restaurant segment results included
    pre-tax charges of $0.8 million related to severance and
    retirement that are reflected in S,G&A.
    2009 consolidated and restaurant segment results included a
    pre-tax charge of $0.7 million for a legal settlement that
    is reflected in S,G&A.
    2009 consolidated and food products segment results included a
    pre-tax charge of $0.4 million for unusable spare parts.
    The charge is reflected in other operating expenses.
    2008 consolidated and restaurant segment results included a
    $6.6 million pre-tax gain for unredeemed gift certificates
    and gift cards (breakage) at Bob Evans Restaurants,
    which is included in net sales (see Note A to our
    consolidated financial statements).
    Consolidated and restaurant segment results for 2008 included a
    $3.7 million pre-tax charge related to nine underperforming
    Bob Evans Restaurants that were closed in February 2008, which
    is reflected in S,G&A.
    2008 consolidated and restaurant segment results included a
    $0.7 million pre-tax charge related to the settlement of a
    dispute with a third party, which is reflected in S,G&A.
    Consolidated and restaurant segment results for 2009, 2008 and
    2007 included $1.0 million, $2.9 million and
    $4.4 million, respectively, in pre-tax gains on the sale of
    various properties, which are reflected as a reduction of
    S,G&A.  Restaurant
    Segment Overview
           34




---



##### Table of Contents



Food
    Products Segment Overview
              Sales
       35




---



##### Table of Contents



Beginning


Opened


Closed


EndingFiscal 2009First Quarter


571



0



0



571Second Quarter


571



0



1



570Third Quarter


570



0



1



569Fourth Quarter


569



1



0



570Fiscal Year 2008First Quarter


579



0



0



579Second Quarter


579



0



0



579Third Quarter


579



1



0



580Fourth Quarter


580



1



10



571     Beginning


Opened


Closed


EndingFiscal Year 2009First Quarter


132



3



0



135Second Quarter


135



4



0



139Third Quarter


139



2



0



141Fourth Quarter


141



3



0



144Fiscal Year 2008First Quarter


115



1



0



116Second Quarter


116



2



0



118Third Quarter


118



8



0



126Fourth Quarter


126



6



0



132  36




---



##### Table of Contents



Beginning


Opened


Closed


EndingFiscal Year 2009First Quarter


703



3



0



706Second Quarter


706



4



1



709Third Quarter


709



2



1



710Fourth Quarter


710



4



0



714Fiscal Year 2008First Quarter


694



1



0



695Second Quarter


695



2



0



697Third Quarter


697



9



0



706Fourth Quarter


706



7



10



703            37




---



##### Table of Contents



Cost of
    Sales
          Operating
    Wage and Fringe Benefit Expenses
          Other
    Operating Expenses
   38




---



##### Table of Contents



Selling,
    General and Administrative Expenses
        Depreciation
    and Amortization
    Goodwill
    and Other Intangibles Impairment
       39




---



##### Table of Contents



15-year
  Interest
    2009


2008


2007(Dollars in thousands)Gross interest expense:Fixed-rate debt

$
10,601


$
8,799


$
10,759Variable-rate debt


2,777



4,232



0Capitalized interest


(933
)


(1,325
)


(764
)12,445



11,706



9,995Gross interest income


(139
)


(716
)


(1,000
)Net interest expense

$
12,306


$
10,990


$
8,995       Taxes
    Accounting for Uncertainty in
    Income Taxes  An Interpretation of FASB Statement
    No. 109
  Liquidity
    and Capital Resources
     40




---



##### Table of Contents



return-on-investment
          Payments Due by Period1 Year








AfterContractual Obligations(1)

Total


and Less


2-3 Years


4-5 Years


5 Years(In thousands)Operating leases

$
325,862


$
23,191


$
45,185


$
43,643


$
213,843Long-term debt(2)

$
241,616


$
37,211


$
57,622


$
96,972


$
49,811Purchase obligations

$
54,917


$
54,917


$
0


$
0


$
0Other liabilities(3)

$
1,362


$
1,362


$
0


$
0


$
0     (1)
    
    The provisions of our deferred compensation plans do not provide
    for specific payment dates. Therefore, our obligations under
    these plans were excluded from this table. Our deferred
    compensation obligations of $19.8 million were included in
    the Consolidated Balance Sheets at April 24, 2009, as part
    of long-term liabilities.(2)
    
    Amounts include interest, which is at fixed rates as outlined in
    Note B of our consolidated financial statements.(3)
    
    Other liabilities includes those future estimated payments
    associated with unrecognized tax liabilities under FIN 48
    for which we were able to make reasonably reliable estimates of
    the future demands on liquidity. 41




---



##### Table of Contents



Amount of Commitment Expiration per PeriodTotal Amounts


1 Year


2-3


4-5


After 5Other Commercial Commitments

Committed


and Less


Years


Years


Years(In thousands)Standby letters of credit

$
11,275


$
9,775


$
1,500


$
0


$
0Lines of credit


67,000



67,000



0



0



0Total commercial commitments

$
78,275


$
76,775


$
1,500


$
0


$
0   BEST
    Brand Builders
    
    Win together as a team
    Consistently drive sales growth
    Improve margins with an eye on customer satisfaction
    Be the BEST at operations execution
    Increase returns on invested capital       42




---



##### Table of Contents



All-Day
        point-of-sale
      point-of-sale
 43




---



##### Table of Contents



Business
    Outlook
       44




---



##### Table of Contents



Critical
    Accounting Policies
    Goodwill and Other Intangible
    Assets
   45




---



##### Table of Contents



and/or
    Share-Based Payment
       46




---



##### Table of Contents



time-to-time
 
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Summary of Significant Accounting
    Policies Form 10-K,
     
  Item 8.
    Financial
    Statements and Supplementary Data  Managements
    Report on Internal Control Over Financial Reporting
     47




---



##### Table of Contents



/s/  Steven
    A. Davis

/s/  Donald
    J. RadkoskiSteven A. Davis

Donald J. RadkoskiChief Executive Officer

Chief Financial Officer  48




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm on Internal
    Control Over Financial Reporting
                
    49




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm on Consolidated
    Financial Statements
          Accounting for
    Uncertainty in Income Taxes Share-Based Payment
    
    50




---



##### Table of Contents



Bob Evans
    Farms, Inc. and Subsidiaries
  Consolidated Balance Sheets
  April 24,


April 25,2009


2008Dollars in thousandsASSETSCurrent AssetsCash and equivalents

$
13,606


$
7,669Accounts receivable


23,045



19,951Inventories


31,087



31,345Deferred income taxes


11,211



10,072Prepaid expenses


1,311



1,267Assets held for sale


0



570Total Current Assets


80,260



70,874Property, Plant and EquipmentLand


247,348



245,765Buildings and improvements


918,227



877,509Machinery and equipment


461,961



426,395Construction in progress


2,732



11,9631,630,268



1,561,632Less accumulated depreciation


627,576



562,621Net Property, Plant and Equipment


1,002,692



999,011Other AssetsDeposit and other


4,856



4,187Long-term investments


15,936



20,278Goodwill


1,567



57,729Other intangible assets


42,337



54,957Total Other Assets


64,696



137,151$
1,147,648


$
1,207,036LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesLines of credit

$
67,000


$
138,500Current maturities of long-term debt


26,904



26,904Accounts payable


32,220



30,013Federal and state income taxes


9,867



8,528Accrued nonincome taxes


22,670



22,673Accrued wages and related liabilities


27,724



32,853Self-insurance


23,833



22,777Deferred revenue


14,103



12,804Other accrued expenses


21,484



31,152Total Current Liabilities


245,805



326,204Long-Term LiabilitiesDeferred compensation


19,808



26,478Federal and state income taxes


13,605



16,542Deferred income taxes


70,883



69,684Deferred rent


23,649



22,407Long-term debt


176,192



133,096Total Long-Term Liabilities


304,137



268,207Stockholders EquityCommon stock, $.01 par value; authorized
    100,000,000 shares; issued 42,638,118 shares in 2009
    and 2008


426



426Preferred stock, $500 par value; authorized
    1,200 shares; issued 0 shares in 2009 and
    120 shares in 2008


0



60Capital in excess of par value


173,970



169,087Retained earnings


738,668



757,952Treasury stock, 11,925,872 shares in 2009 and
    12,026,773 shares in 2008, at cost


(315,358
)


(314,900
)Total Stockholders Equity


597,706



612,625$
1,147,648


$
1,207,036    51




---



##### Table of Contents



Bob Evans
    Farms, Inc. and Subsidiaries
  Consolidated Statements of Income
 Years
    Ended April 24, 2009; April 25, 2008; and
    April 27, 2007
  2009


2008


2007Dollars in thousands, except per share amountsNet Sales

$
1,750,512


$
1,737,026


$
1,654,460Cost of sales


537,085



517,358



482,127Operating wage and fringe benefit expenses


597,806



604,198



596,861Other operating expenses


280,393



282,029



265,137Selling, general and administrative expenses


156,965



149,070



137,675Depreciation and amortization expense


81,934



77,131



74,238Goodwill and other intangibles impairment


67,962



0



0Operating Income


28,367



107,240



98,422Net interest expense


12,306



10,990



8,995Income Before Income Taxes


16,061



96,250



89,427Provisions for income taxes


21,207



31,374



28,885Net Income (Loss)

$
(5,146
)

$
64,876


$
60,542Earnings (Loss) Per Share  Basic

$
(0.17
)

$
1.96


$
1.68Earnings (Loss) Per Share  Diluted

$
(0.17
)

$
1.95


$
1.66Cash Dividends Paid Per Share

$
0.60


$
0.56


$
0.54    52




---



##### Table of Contents



Bob Evans
    Farms, Inc. and Subsidiaries
  Consolidated Statements of Stockholders Equity
  Common



Common





Capital inStock



Stock


Preferred


Excess of


Retained


TreasuryShares



Amount


Stock


Par Value


Earnings


Stock


TotalDollars in thousands, except per share
    amountsStockholders Equity at 4/28/06



36,033,151



$
426


$
60


$
151,164


$
670,962


$
(118,156
)

$
704,456Net income




















60,542







60,542Dividends declared ($0.56 per share)




















(20,171
)






(20,171
)Treasury stock repurchased



(2,000,000
)



















(68,997
)


(68,997
)Treasury stock reissued under employee plans



1,108,786












6,929







20,124



27,053Tax benefit  employee plans
















2,348











2,348Stockholders Equity at 4/27/07



35,141,937




426



60



160,441



711,333



(167,029
)


705,231Net income




















64,876







64,876Dividends declared ($0.56 per share)




















(18,085
)






(18,085
)Treasury stock repurchased



(5,000,000
)



















(154,593
)


(154,593
)Treasury stock reissued under employee plans



469,408












7,497







6,722



14,219Tax benefit  employee plans
















1,149











1,149Cumulative effect of adopting FIN 48




















(172
)






(172
)Stockholders Equity at 4/25/08



30,611,345




426



60



169,087



757,952



(314,900
)


612,625Net loss




















(5,146
)






(5,146
)Dividends declared ($0.46 per share)




















(14,138
)






(14,138
)Treasury stock repurchased



(245,332
)



















(5,374
)


(5,374
)Treasury stock reissued under employee plans



346,233












4,532







4,916



9,448Preferred stock redemption












(60
)


11











(49
)Tax benefit  employee plans
















340











340Stockholders Equity at 4/24/09



30,712,246



$
426


$
0


$
173,970


$
738,668


$
(315,358
)

$
597,706    53




---



##### Table of Contents



Bob Evans
    Farms, Inc. and Subsidiaries
  Consolidated Statements of Cash Flows
 Years
    ended April 24, 2009; April 25, 2008; and
    April 27, 2007
  2009


2008


2007Dollars in thousandsOperating ActivitiesNet income (loss)

$
(5,146
)

$
64,876


$
60,542Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


81,934



77,131



74,238Goodwill and other intangibles impairment


67,962



0



0Deferred compensation


(6,670
)


2,589



5,888Deferred income taxes


60



(4,860
)


1,081Loss (gain) on fixed assets


7,258



686



(3,652
)Loss (gain) on long-term investments


6,486



307



(1,065
)Compensation expense attributable to stock plans


6,737



6,345



6,112Deferred rent


1,242



2,021



1,519Cash provided by (used for) current assets and current
    liabilities:Accounts receivable


(3,094
)


564



(4,384
)Inventories


258



(2,672
)


(615
)Prepaid expenses


(44
)


(116
)


453Accounts payable


2,207



2,357



2,170Federal and state income taxes


(1,598
)


2,125



2,036Accrued wages and related liabilities


(5,129
)


767



1,933Self-insurance


1,056



1,726



935Accrued nonincome taxes


(3
)


1,283



2,406Deferred revenue


1,299



(4,711
)


1,798Other accrued expenses


(4,325
)


8,155



109Net cash provided by operating activities


150,490



158,573



151,504Investing ActivitiesPurchase of property, plant and equipment


(95,985
)


(120,955
)


(84,242
)Purchase of long-term investments


(2,366
)


(2,611
)


0Proceeds from sale of property, plant and equipment


3,667



14,566



16,242Other


(718
)


930



(1,661
)Net cash used in investing activities


(95,402
)


(108,070
)


(69,661
)Financing ActivitiesCash dividends paid


(18,424
)


(18,719
)


(19,575
)Purchase of treasury stock


(5,374
)


(154,593
)


(68,997
)Borrowings (repayments) on lines of credit


(71,500
)


138,500



0Proceeds from debt issuance


70,000



0



0Principal payments on long-term debt


(26,904
)


(46,333
)


(4,000
)Excess tax benefits from stock-based compensation


340



1,149



2,348Proceeds from issuance of treasury stock


2,711



7,875



20,941Net cash used in financing activities


(49,151
)


(72,121
)


(69,283
)Increase (decrease) in cash and equivalents


5,937



(21,618
)


12,560Cash and equivalents at the beginning of the year


7,669



29,287



16,727Cash and equivalents at the end of the year

$
13,606


$
7,669


$
29,287    54




---



##### Table of Contents



Bob Evans
    Farms, Inc. and Subsidiaries
  Notes to
    Consolidated Financial Statements
 April 24,
    2009
  Dollars in thousands unless otherwise noted, except per share
    amounts
  Note A 
    Summary
    of Significant Accounting Policies  Description of Business:
  Principles of Consolidation:
  Fiscal Year:
  Revenue Recognition:
      Cash Equivalents:
  Inventories: first-in,
  Assets Held for Sale: Accounting for the Impairment or Disposal of Long-Lived
    Assets
  Property, Plant and Equipment:
 55




---



##### Table of Contents



Bob Evans
    Farms, Inc. and Subsidiaries
  Notes to
    Consolidated Financial Statements 
    (Continued)
  Accounting for Leases
        Long-term Investments:
  Goodwill: Goodwill and Other
    Intangible Assets
  Other Intangible Assets:
 56




---



##### Table of Contents



Bob Evans
    Farms, Inc. and Subsidiaries
  Notes to
    Consolidated Financial Statements 
    (Continued)
    Financial Instruments:
  Self-insurance:
  Pre-opening Expenses:
  Advertising Costs:
  Cost of Sales:
  Promotional Spending:
  Comprehensive Income:
  Earnings Per Share: earnings-per-share earnings-per-share
    2009


2008


2007Basic


30,744



33,065



36,105Dilutive stock options


0



250



379Diluted


30,744



33,315



36,484   earnings-per-share earnings-per-share
  Use of Estimates:
 57




---



##### Table of Contents



Bob Evans
    Farms, Inc. and Subsidiaries
  Notes to
    Consolidated Financial Statements 
    (Continued)
    Stock-based Employee Compensation: Share-Based Payment
  Leases: No. FAS 13-1, Accounting for Rental Costs Incurred During a Construction
    Period
      2009


2008


2007Minimum rent

$
27,045


$
25,238


$
22,894Contingent rent


1,195



1,389



1,631Total rent

$
28,240


$
26,627


$
24,525   Bulletin No. 88-1, Issues Relating to Accounting for Leases
  Reclassifications:
  New Accounting Pronouncements: Fair Value
    Measurements
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities.
  Business Combinations,
 58




---



##### Table of Contents



Bob Evans
    Farms, Inc. and Subsidiaries
  Notes to
    Consolidated Financial Statements 
    (Continued)
    The
    Hierarchy of Generally Accepted Accounting Principles. The Meaning of Present Fairly in Conformity
    With Generally Accepted Accounting Principles.
  Subsequent Events.
  Accounting for Income Taxes Accounting for
    Contingencies
  Note B 
    Long-Term
    Debt and Credit Arrangements    April 24,


April 25,2009


2008Unsecured senior notes issued July 28, 2004:Series B, due July 2010, 4.61%

$
26,667


$
40,000Series C, due July 2014, 5.12%


81,429



95,000Series D, due July 2016, 5.67%


25,000



25,000Unsecured senior notes issued July 28, 2008:Series A, due July 2014, 6.39%


40,000



0Series B, due July 2013, 6.39%


30,000



0Total long-term debt


203,096



160,000Less: current portion of long-term debt


26,904



26,904Long-term debt less current portion

$
176,192


$
133,096      59




---



##### Table of Contents



Bob Evans
    Farms, Inc. and Subsidiaries
  Notes to
    Consolidated Financial Statements 
    (Continued)
            2010

$
26,9042011


26,9052012


13,5712013


38,5712014


48,571Thereafter


48,574Total

$
203,096    60




---



##### Table of Contents



Bob Evans
    Farms, Inc. and Subsidiaries
  Notes to
    Consolidated Financial Statements 
    (Continued)
      Note C 
    Income
    Taxes    April 24,


April 25,2009


2008Deferred tax assets:Loss on impaired assets

$
7,835


$
7,611Self-insurance


7,080



6,941Vacation pay


1,875



1,817Stock and deferred compensation plans


11,814



15,647Accrued bonus


686



839Tax credits


1,249



2,884Deferred rent


6,201



5,777Inventory and other


696



1,331Total deferred tax assets


37,436



42,847Deferred tax liabilities:Accelerated depreciation/asset disposals


81,297



81,644Intangible assets


15,731



20,756Other


80



59Total deferred tax liabilities


97,108



102,459Net deferred tax liabilities

$
59,672


$
59,612     2009


2008


2007Current:Federal

$
17,356


$
30,128


$
23,865State


3,791



6,106



3,939Total current


21,147



36,234



27,804Deferred:Federal


(170
)


(3,314
)


548State


230



(1,546
)


533Total deferred


60



(4,860
)


1,081Total tax provisions

$
21,207


$
31,374


$
28,885  61




---



##### Table of Contents



Bob Evans
    Farms, Inc. and Subsidiaries
  Notes to
    Consolidated Financial Statements 
    (Continued)
    2009


2008


2007Tax at statutory rate

$
5,621


$
33,688


$
31,300State income tax (net)


2,614



2,964



2,906Goodwill impairment


19,657



0



0FICA tip credits


(4,937
)


(4,607
)


(3,833
)Limited partnership tax credits


(266
)


(397
)


(631
)Settlement of state income tax audits (net)


(1,172
)


0



0Other


(310
)


(274
)


(857
)Provisions for income taxes

$
21,207


$
31,374


$
28,885         Accounting for Income Taxes Accounting for
    Contingencies
 62




---



##### Table of Contents



Bob Evans
    Farms, Inc. and Subsidiaries
  Notes to
    Consolidated Financial Statements 
    (Continued)
    2009


2008Balance at beginning of fiscal year

$
15,381


$
13,473Additions based on tax positions related to the current year


404



1,866Additions for tax positions of prior years


1,260



969Reductions for tax positions of prior years


(1,524
)


(420
)Reductions due to settlements with taxing authorities


(1,565
)


0Reductions due to statute of limitations expiration


(2,183
)


(507
)Balance at end of fiscal year

$
11,773


$
15,381         Note D 
    Stock-Based
    Compensation Plans       63




---



##### Table of Contents



Bob Evans
    Farms, Inc. and Subsidiaries
  Notes to
    Consolidated Financial Statements 
    (Continued)
          Share-Based Payment
      2009


2008


2007Per share fair value of options

$
8.03


$
9.13


$
7.56Expected dividend yield


2.00
%


1.70
%


1.80
%Expected volatility


32.62
%


26.81
%


29.92
%Risk-free interest rate


2.97
%


5.01
%


4.88
%Expected term (in years)


3.5



3.9



4.5  64




---



##### Table of Contents



Bob Evans
    Farms, Inc. and Subsidiaries
  Notes to
    Consolidated Financial Statements 
    (Continued)
    Weighted-AverageShares





Remaining


AggregateSubject to


Weighted-Average


Contractual


IntrinsicOptions

Options


Exercise Price


Term


ValueOutstanding, April 25, 2008


1,301,384


$
26.41Granted


187,578



33.95Exercised


(83,275
)


21.07Forfeited or expired


(20,846
)


29.13Outstanding, April 24, 2009


1,384,841


$
27.72



5.10


$
1,596Vested and expected to vest, April 24, 2009


1,384,841


$
27.72



5.10


$
1,596Exercisable, April 24, 2009


1,140,491


$
26.90



4.41


$
1,196           Weighted-AverageGrant Date FairRestricted Stock Awards

Shares


ValueNonvested, April 25, 2008


351,720


$
29.93Granted


283,470



30.64Vested


(233,415
)


29.66Forfeited


(19,924
)


30.24Nonvested, April 24, 2009


381,851


$
30.60     Note E 
    Other
    Compensation Plans   65




---



##### Table of Contents



Bob Evans
    Farms, Inc. and Subsidiaries
  Notes to
    Consolidated Financial Statements 
    (Continued)
      Note F 
    Commitments
    and Contingencies    2010

$
23,1912011


22,7252012


22,4602013


22,0662014


21,577Thereafter


213,843Total

$
325,862       and/or and/or
  class-wide
 66




---



##### Table of Contents



Bob Evans
    Farms, Inc. and Subsidiaries
  Notes to
    Consolidated Financial Statements 
    (Continued)
      Note G 
    Goodwill
    and Other Intangible Assets  Goodwill and Other Intangible
    Assets
      Restaurant


Food ProductsSegment


Segment


TotalApril 25, 2008, and April 27, 2007, carrying amount

$
56,162


$
1,567


$
57,729Impairment in 2009


(56,162
)


0



(56,162
)April 24, 2009, carrying amount

$
0


$
1,567


$
1,567   15-year
 67




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##### Table of Contents



Bob Evans
    Farms, Inc. and Subsidiaries
  Notes to
    Consolidated Financial Statements 
    (Continued)
      Restaurant


BusinessConcept


Trade Name


TotalApril 24, 2009, gross carrying amount

$
12,300


$
34,000


$
46,300Accumulated amortization


(3,963
)


0



(3,963
)April 24, 2009, net carrying amount

$
8,337


$
34,000


$
42,337April 25, 2008, gross carrying amount

$
12,300


$
45,800


$
58,100Accumulated amortization


(3,143
)


0



(3,143
)April 25, 2008, net carrying amount

$
9,157


$
45,800


$
54,957       Note H 
    Quarterly
    Financial Data (Unaudited)  First Quarter


Second Quarter


Third Quarter


Fourth Quarter2009


2008


2009


2008


2009


2008


2009


2008Net sales

$
440,287


$
424,624


$
435,455


$
426,255


$
443,773


$
449,702


$
430,997


$
436,445Gross profit (loss)


23,520



21,525



20,282



25,964



(46,434
)


32,732



30,999



27,019Net income (loss)


13,809



13,323



11,339



15,484



(51,368
)


20,005



21,074



16,064Earnings per share:Basic

$
0.45


$
0.38


$
0.37


$
0.45


$
(1.67
)

$
0.62


$
0.69


$
0.52Diluted


0.45



0.38



0.37



0.45



(1.67
)


0.61



0.69



0.52Common stock sale prices:High

$
34.70


$
39.83


$
33.19


$
36.90


$
22.00


$
32.27


$
25.97


$
31.61Low


25.90



32.35



18.32



26.93



12.51



23.93



16.14



26.00Cash dividends declared

$
0.14


$
0.14


$
0.16


$
0.14


$
0.16


$
0.14


$
0.16


$
0.14   
    Gross profit represents operating income.
    Each fiscal quarter is comprised of a 13-week period.
    Total quarterly earnings per share may not equal the annual
    amount because earnings per share are calculated independently
    for each quarter.
    Stock prices are high and low sale prices for our common stock
    as reported on the NASDAQ Stock Market (trading
    symbol  BOBE), which is the principal market for our
    common stock.
    The number of registered stockholders of our common stock at
    June 19, 2009 was 23,661. 68




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##### Table of Contents



Bob Evans
    Farms, Inc. and Subsidiaries
  Notes to
    Consolidated Financial Statements 
    (Continued)
   Note I 
    Industry
    Segments        2009


2008


2007SalesRestaurant operations

$
1,439,090


$
1,445,034


$
1,385,841Food products


349,273



331,060



304,6651,788,363



1,776,094



1,690,506Intersegment sales of food products


(37,851
)


(39,068
)


(36,046
)Total

$
1,750,512


$
1,737,026


$
1,654,460Operating IncomeRestaurant operations

$
12,796


$
78,686


$
78,553Food products


15,571



28,554



19,869Total

$
28,367


$
107,240


$
98,422Depreciation and Amortization ExpenseRestaurant operations

$
73,877


$
69,195


$
66,203Food products


8,057



7,936



8,035Total

$
81,934


$
77,131


$
74,238Capital ExpendituresRestaurant operations

$
75,784


$
103,078


$
76,303Food products


20,201



17,877



7,939Total

$
95,985


$
120,955


$
84,242Identifiable AssetsRestaurant operations

$
1,008,773


$
1,077,295


$
1,071,942Food products


111,727



99,343



87,2691,120,500



1,176,638



1,159,211General corporate assets


27,148



30,398



37,751Total

$
1,147,648


$
1,207,036


$
1,196,962  69




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure   
  Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(e) Form 10-K.
  
    information required to be disclosed by us in this Annual Report
    on
    Form 10-K
    and the other reports that we file or submit under the Exchange
    Act would be accumulated and communicated to our management,
    including our principal executive officer and principal
    financial officer, as appropriate to allow timely decisions
    regarding required disclosure;
    information required to be disclosed by us in this Annual Report
    on
    Form 10-K
    and the other reports that we file or submit under the Exchange
    Act would be recorded, processed, summarized and reported within
    the time periods specified in the Securities and Exchange
    Commissions rules and forms; and
    our disclosure controls and procedures are effective as of the
    end of the period covered by this Annual Report on
    Form 10-K
    to ensure that material information relating to us and our
    consolidated subsidiaries is made known to them, particularly
    during the period for which our periodic reports, including this
    Annual Report on Form
    10-K, are
    being prepared.  Managements
    Annual Report on Internal Control Over Financial
    Reporting
  Form 10-K.
  Report of
    Independent Registered Public Accounting Firm on Internal
    Control Over Financial Reporting
  Form 10-K.
  Changes
    in Internal Control Over Financial Reporting
  Rule 13a-15(f)
 
  Item 9B.
    Other
    Information  Form 10-K
  Term
   70




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##### Table of Contents



Compensation
      Form 10-K
  Long-Term
    Performance-Based Incentive
        
    At the beginning of each fiscal year during the Five-Year
    Performance Period, Mr. Davis will be eligible for a grant
    of performance shares equal in value to 125 percent of
    Mr. Davis Base Salary at the beginning of that fiscal
    year, subject to the share limits under the applicable stock
    plan. The number of shares will be determined using the average
    closing price of our stock for the trading days occurring in the
    one hundred eighty (180) day period preceding seven
    (7) days prior to the date of the grant.
    At the end of each fiscal year, those performance shares will
    then be added to the Potential Award Pool if (i) our net
    income growth for the fiscal year is (a) greater than or
    equal to the net income growth goal established at the beginning
    of the fiscal year or (b) ranked greater than or equal to
    the
    50th percentile

    for net 71




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##### Table of Contents



income growth in a peer group that the Compensation Committee
    approves for that fiscal year; and (ii) Mr. Davis
    remains employed as our CEO at the end of the fiscal year. No
    shares will be added to the Potential Award Pool unless we meet
    one of the threshold net income growth objectives established at
    the beginning of the fiscal year.  
    The number of Conditional Performance Shares in the Potential
    Award Pool ultimately earned by Mr. Davis at the end of the
    Five-Year Performance Period, if any, will be based on our
    performance against TSR goals (relative to the peer group that
    the Compensation Committee approves at the beginning of the
    Five-Year Performance Period) over the full Five-Year
    Performance Period and the Compensation Committees
    judgment about Mr. Davis performance for the
    Five-Year Performance Period. If our annual average TSR over the
    Five-Year Performance Period is not equal to or greater than the
    50th percentile

    as compared to the peer group, no shares will be earned. If our
    TSR is equal to or greater than the
    50th percentile

    threshold, the Compensation Committee will determine the number
    of Conditional Performance Shares earned, giving consideration
    to our final rank above the
    50th percentile

    for TSR as compared to the peer group, our absolute net income
    growth, our actual average TSR, our total return to
    stockholders, other strategic goals, comparative compensation of
    the CEO to the market and any extraordinary circumstances, all
    as occurring over the Five-Year Performance Period.    
    $4.8 million if the maximum level of our performance goals
    are met
    $3.9 million if the target level of our performance goals
    are met
    $1.9 million if the threshold level of our performance
    goals are met
    $0.0 if our performance is below threshold    Benefits
    Confidentiality/Discoveries
   72




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##### Table of Contents



Non-Competition/Non-Solicitation
    
    Directly or indirectly, as an employee, employer, consultant,
    agent, principal, partner, shareholder, corporate officer,
    director, member, manager or through any other kind of ownership
    (other than ownership of securities of publicly held
    corporations of which Mr. Davis owns less than three
    percent (3%) of any class of outstanding securities),
    membership, affiliation, association, or in any other
    representative or individual capacity, engage in or render any
    services to any business in North America that (i) is
    engaged in the family or casual dining restaurant industry;
    (ii) offers products that compete with products offered by
    us or any of our affiliates; (iii) offers products that
    compete with products that we or our affiliates have taken
    substantial steps toward launching during Mr. Daviss
    employment with us; or (iv) is engaged in a line of
    business that competes with any line of business that we or our
    affiliates enter into, or have taken substantial steps to enter
    into, during Mr. Daviss employment with us (a
    Competing Business). During the two-year period
    following Mr. Daviss termination of employment with
    us, he may request, in writing, the approval of the Board to
    provide services to a Competing Business in a capacity that is
    unrelated to our business and products and that will not result
    in the unauthorized use or disclosure of trade secrets and
    confidential information to which he had access by virtue of his
    employment with us.
    Employ or hire any of our employees, or solicit, induce, recruit
    or cause any of our employees to terminate
    his/her
    employment for the purpose of joining, associating, or becoming
    employed with any other business or activity.  Termination
    Upon Death
    Termination
    by the Company Upon Disability
      Termination
    by the Company for Cause
    
    is convicted or pleads no contest to any felony or other serious
    criminal offense;
    breaches any material provision of the Employment Agreement
    (other than the provisions related to confidentiality,
    intellectual property, noncompetition and nonsolicitation, which
    are addressed below) or 73




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##### Table of Contents



habitually neglects to perform his duties (other than for
    reasons related to Disability) and such breach or neglect is not
    corrected within ten (10) business days after receipt of
    written notice on behalf of the Board;  
    breaches any provision of the Employment Agreement related to
    confidentiality, intellectual property, noncompetition and
    nonsolicitation, and such breach is not corrected within five
    (5) business days after receipt of written notice on behalf
    of the Board;
    intentionally acts in material violation of any applicable law
    relating to discrimination or harassment;
    engages in any inappropriate relationship with any of our
    employees, customers or suppliers, or misuses or abuses our
    property
    and/or
    resources;
    violates our Code of Conduct or any of our other material
    policies applicable to senior executives; or
    acts, without Board direction or approval, in an intentionally
    reckless manner (but not mere unsatisfactory performance) that
    is materially injurious to our financial condition.    Termination
    by the Company Without Cause or by Mr. Davis for Good
    Reason
      Voluntary
    Termination by Mr. Davis
   74




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##### Table of Contents



Conditions
    to Certain Post-Termination Payments and Benefits
    Benefit
    Plans/Offset
    Change in
    Control Agreement
    Arbitration
    of Certain Disputes
    Compliance
    with 409A
   
  PART III
 
  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Regulation S-K Form 10-K
     75




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##### Table of Contents



(877) 789-2623 (800) 272-7675. Form 8-K
    Name

Principal OccupationLarry C. Corbin

Retired Interim Chief Executive Officer and President of Bob
    Evans Farms, Inc.Steven A. Davis

Chairman of the Board and Chief Executive Officer of Bob Evans
    Farms, Inc.Michael J. Gasser

Chairman of the Board, Chief Executive Officer and President of
    Greif, Inc., a manufacturer of shipping containers and
    containerboard, Delaware, OhioE.W. (Bill) Ingram III

President and Chief Executive Officer of White Castle System,
    Inc., a quick-service hamburger chain, Columbus, OhioCheryl L. Krueger

Chief Executive Officer of Krueger & Co., a strategic
    business consulting company, Columbus, OhioG. Robert Lucas II

Trustee of The Jeffrey Trusts, trusts for the descendants of
    Joseph A. Jeffrey, Columbus, OhioEileen A. Mallesch

Senior Vice President, Chief Financial Officer: Nationwide
    Property & Casualty Insurance, Nationwide Insurance,
    Columbus, OhioBryan G. Stockton

President  International of Mattel, Inc., an
    international toy company, El Segundo, CaliforniaPaul S. Williams

Managing Director, Major, Lindsey and Africa, a legal executive
    search firm, Chicago, Illinois  
  Item 11.
    Executive
    Compensation    Change-in-Control).
 
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Stock
    Ownership of Certain Beneficial Owners and Management
  Regulation S-K
 76




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##### Table of Contents



Equity
    Compensation Plan Information
    
    the Bob Evans Farms, Inc. Second Amended and Restated 1992
    Nonqualified Stock Option Plan (the 1992 Stock Option
    Plan);
    the Bob Evans Farms, Inc. First Amended and Restated 1993 Long
    Term Incentive Plan for Managers (the 1993 LTIP);
    the Bob Evans Farms, Inc. First Amended and Restated 1994 Long
    Term Incentive Plan (the 1994 LTIP); and
    the Bob Evans Farms, Inc. Second Amended and Restated 1998 Stock
    Option and Incentive Plan (the 1998 Stock Option
    Plan).      (a)


(b)


(c)Number of





Number of SecuritiesSecurities to be





Remaining Available forIssued Upon


Weighted-Average


Future Issuance UnderExercise of


Exercise Price of


Equity CompensationOutstanding


Outstanding


Plans (ExcludingOptions, Warrants


Options, Warrants


SecuritiesPlan Category

and Rights


and Rights


Reflected in Column (a))Equity compensation plans approved by security holders


1,384,841
(1)

$
27.72



1,679,538
(2)Equity compensation plans not approved by security holders


N/A



N/A



N/ATotal


1,384,841


$
27.72



1,679,538     (1)
    
    Includes:  
    
    45,053 common shares issuable upon exercise of options granted
    under the 1992 Stock Option Plan;
    
    3,583 common shares issuable upon exercise of options granted
    under the 1994 LTIP;
    
    1,096,767 common shares issuable upon exercise of options
    granted under the 1998 Stock Option Plan; and
    
    239,438 common shares issuable upon exercise of options granted
    under the 2006 Plan.  (2)
    
    Represents shares available for issuance under the 2006 Plan,
    including 1,094,820 shares that were made available for
    issuance under the 2006 Plan when the 1992 Stock Option Plan,
    1993 LTIP and 1998 Stock Option Plan were terminated, as well as
    shares that became available for issuance under the 2006 Plan
    when outstanding awards under the 1992 Stock Option Plan, 1993
    LTIP and 1998 Stock Option Plan expired or were otherwise
    forfeited. Shares available for future issuance under the 2006
    Plan may be granted in the form of incentive stock options,
    nonqualified stock options, performance shares, performance
    units, restricted stock, restricted stock units, stock
    appreciation rights or whole shares. 77




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##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence   
  Item 14.
    Principal
    Accountant Fees and Services    
 PART IV
 
  Item 15.
    Exhibits
    and Financial Statement Schedules  Financial Statements
  10-K
  
    Managements Report on Internal Control Over Financial
    Reporting
    Report of Independent Registered Public Accounting Firm on
    Internal Control Over Financial Reporting
    Report of Independent Registered Public Accounting Firm on
    Consolidated Financial Statements
    Consolidated Balance Sheets at April 24, 2009 and
    April 25, 2008
    Consolidated Statements of Income for the fiscal years ended
    April 24, 2009, April 25, 2008 and April 27, 2007
    Consolidated Statements of Stockholders Equity for the
    fiscal years ended April 24, 2009, April 25, 2008 and
    April 27, 2007
    Consolidated Statements of Cash Flows for the fiscal years ended
    April 24, 2009, April 25, 2008 and April 27, 2007
    Notes to Consolidated Financial Statements  Financial Statement Schedules
    Exhibits
  Form 10-K. Form 10-K
  Exhibits
  Form 10-K.
  Financial Statement Schedules
   78




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##### Table of Contents



SIGNATURES
       June 23, 2009

By: /s/  Donald J. RadkoskiDonald
    J. Radkoski
    Chief Financial Officer, Treasurer
    and Assistant Secretary (principal financial
    officer and principal accounting officer)      Signature

Title

Date/s/  Steven
    A. DavisSteven
    A. Davis

Chairman of the Board and Chief Executive Officer (principal
    executive officer)

June 23, 2009*Larry
    C. Corbin

Director

June 23, 2009*Michael
    J. Gasser

Director

June 23, 2009*E.W.
    (Bill) Ingram III

Director

June 23, 2009*Cheryl
    L. Krueger

Director

June 23, 2009*G.
    Robert Lucas II

Director

June 23, 2009*Eileen
    A. Mallesch

Director

June 23, 2009*Bryan
    G. Stockton

Director

June 23, 2009*Paul
    S. Williams

Director

June 23, 2009/s/  Donald
    J. RadkoskiDonald
    J. Radkoski

Chief Financial Officer, Treasurer and
    Asst. Secretary (principal financial officer and principal
    accounting officer)

June 23, 2009     *
    
    By Donald J. Radkoski pursuant to Powers of Attorney executed by
    the directors and executive officers listed above, which Powers
    of Attorney have been filed with the Securities and Exchange
    Commission.  /s/  Donald
    J. Radkoski     79




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##### Table of Contents



BOB EVANS
    FARMS, INC.
    ANNUAL REPORT ON
    FORM 10-K
    FOR FISCAL YEAR ENDED APRIL 24, 2009
   INDEX TO
    EXHIBITS
  ExhibitNumber

Description

Location2


Stock Purchase Agreement, dated as of June 11, 2004, among
    SWH Corporation, the Equity Holders of SWH Corporation, Saunders
    Karp & Megrue, LLC, as representative for the sellers,
    and Bob Evans Farms, Inc.

Incorporated herein by reference to Exhibit 2 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    dated July 12, 2004 (File No. 0-1667)3
.1

Restated Certificate of Incorporation of company reflecting
    amendments through Aug. 10, 1993. Note: filed for purposes
    of Securities and Exchange Commission reporting compliance only
     this document has not been filed with the Delaware
    Secretary of State

Incorporated herein by reference to Exhibit 3(d) to Bob Evans
    Farms, Inc.s Annual Report on Form 10-K for its fiscal
    year ended April 29, 1994 (File No. 0-1667)3
.2

Amended and Restated By-Laws of Bob Evans Farms, Inc. (As
    amended November 19, 2008)

Incorporated herein by reference to Exhibit 3.1 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed November 24, 2008 (File No. 0-1667)4
.1

Note Purchase Agreement, dated as of July 28, 2004, by and
    among Bob Evans Farms, Inc., BEF Holding Co., Inc. and the
    purchasers of the notes set forth on the signature pages thereto

Incorporated herein by reference to Exhibit 4(a) to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    dated July 29, 2004 (File No. 0-1667)4
.2

Subsidiary Guaranty, dated as of July 28, 2004, by
    Mimis Cafe, LLC

Incorporated herein by reference to Exhibit 4(b) to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    dated July 29, 2004 (File No. 0-1667)4
.3

First Amendment, dated as of January 15, 2005, to Note
    Purchase Agreement, dated as of July 28, 2004, by and
    between Bob Evans Farms, Inc. and the purchasers named therein

Filed herewith4
.4

Second Amendment, dated as of February 24, 2009, to Note
    Purchase Agreement, dated as of July 28, 2004, by and
    between Bob Evans Farms, Inc. and the purchasers named therein

Incorporated herein by reference to Exhibit 4.2 to Bob Evans
    Farms, Inc.s Current Report on Form 8-K filed March
    2, 2009 (File No. 0-1667)4
.5

Line of Credit Note from BEF Holding Co., Inc. to JPMorgan Chase
    Bank, N.A. dated October 2, 2007

Incorporated by reference to Exhibit 10 to Bob Evans Farms,
    Inc.s Current Report on Form 8-K filed October 3, 2007
    (File No. 0-1667)4
.6

Master Grid Note from BEF Holding Co., Inc. to National City
    Bank dated December 19, 2007

Incorporated by reference to Exhibit 10.1 to Bob Evans Farms,
    Inc.s Current Report on Form 8-K filed December 27, 2007
    (File No. 0-1667)4
.7

Master Grid Note from BEF REIT, Inc. to National City Bank dated
    December 19, 2007

Incorporated by reference to Exhibit 10.2 to Bob Evans Farms,
    Inc.s Current Report on Form 8-K filed December 27, 2007
    (File No. 0-1667)4
.8

Guarantee from Bob Evans Farms, Inc. to National City Bank dated
    December 19, 2007, guaranteeing obligations of BEF Holding
    Co., Inc

Incorporated by reference to Exhibit 10.3 to Bob Evans Farms,
    Inc.s Current Report on Form 8-K filed December 27, 2007
    (File No. 0-1667)4
.9

Guarantee from Bob Evans Farms, Inc. to National City Bank dated
    December 19, 2007, guaranteeing obligations of BEF REIT, Inc

Incorporated by reference to Exhibit 10.4 to Bob Evans Farms,
    Inc.s Current Report on Form 8-K filed December 27, 2007
    (File No. 0-1667)4
.10

Master Grid Note from BEF Holding Co., Inc. to National City
    Bank dated July 19, 2007

Incorporated by reference to Exhibit 10.5 to Bob Evans Farms,
    Inc.s Current Report on Form 8-K filed December 27, 2007
    (File No. 0-1667)




---



##### Table of Contents



ExhibitNumber

Description

Location4
.11

Master Grid Note from BEF REIT, Inc. to National City Bank dated
    July 19, 2007

Incorporated by reference to Exhibit 10.6 to Bob Evans Farms,
    Inc.s Current Report on Form 8-K filed December 27, 2007
    (File No. 0-1667)4
.12

Guarantee from Bob Evans Farms, Inc. to National City Bank dated
    July 19, 2007, guaranteeing obligations of BEF Holding Co.,
    Inc

Incorporated by reference to Exhibit 10.7 to Bob Evans Farms,
    Inc.s Current Report on Form 8-K filed December 27, 2007
    (File No. 0-1667)4
.13

Guarantee from Bob Evans Farms, Inc. to National City Bank dated
    July 19, 2007, guaranteeing obligations of BEF REIT,
    Inc.

Incorporated by reference to Exhibit 10.8 to Bob Evans Farms,
    Inc.s Current Report on Form 8-K filed December 27, 2007
    (File No. 0-1667)4
.14

Note Purchase Agreement, dated July 28, 2008, by and among
    Bob Evans Farms, Inc., BEF Holding Co., Inc. and the Purchases
    named therein

Incorporated herein by reference to Exhibit 4.1 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed July 31, 2008 (File No. 0-1667)4
.15

Subsidiary Guaranty, dated as of July 28, 2008, by
    Mimis Café, LLC

Incorporated herein by reference to Exhibit 4.2 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed July 31, 2008 (File No. 0-1667)4
.16

First Amendment, dated as of February 24, 2009, to Note
    Purchase Agreement, dated as of July 28, 2008, by and
    between Bob Evans Farms, Inc. and the Purchasers named therein

Incorporated herein by reference to Exhibit 4.1 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed March 2, 2009 (File No. 0-1667)4
.17

Line of Credit Note from BEF Holding Co, Inc. to JPMorgan Chase
    Bank, N.A. dated as of September 30, 2008

Incorporated herein by reference to Exhibit 10.1 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed October 6, 2008 (File No. 0-1667)4
.18

Continuing Guaranty of Bob Evans Farms, Inc. dated as of
    September 30, 2008

Incorporated herein by reference to Exhibit 10.2 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed October 6, 2008 (File No. 0-1667)4
.19

Continuing Guaranty of Mimis Café, LLC dated as of
    September 30, 2008

Incorporated herein by reference to Exhibit 10.3 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed October 6, 2008 (File No. 0-1667)4
.20

Master Grid Note from BEF Holding Co., Inc. to National City
    Bank dated December 24, 2008

Incorporated herein by reference to Exhibit 10.1 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed December 31, 2008 (File No. 0-1667)4
.21

Master Grid Note from BEF REIT, Inc. to National City Bank dated
    December 24, 2008

Incorporated herein by reference to Exhibit 10.2 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed December 31, 2008 (File No. 0-1667)4
.22

Guarantee from Bob Evans Farms, Inc. to National City Bank dated
    December 24, 2008, guaranteeing obligations of BEF Holding
    Co., Inc.

Incorporated herein by reference to Exhibit 10.3 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed December 31, 2008 (File No. 0-1667)4
.23

Guarantee from Bob Evans Farms, Inc. to National City Bank dated
    December 24, 2008, guaranteeing obligations of BEF REIT,
    Inc.

Incorporated herein by reference to Exhibit 10.4 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed December 31, 2008 (File No. 0-1667)4
.24

Assumption Agreement dated as of December 31, 2008, by Bob
    Evans Farms, Inc., an Ohio corporation, under which it assumed
    the obligations of BEF Holding Co., Inc. under that certain Note
    Purchase Agreement dated July 28, 2008

Incorporated herein by reference to Exhibit 10.1 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed January 7, 2009 (File No. 0-1667)4
.25

Assumption Agreement dated as of December 31, 2008, by Bob
    Evans Farms, Inc., an Ohio corporation, under which it assumed
    the obligations of BEF Holding Co., Inc. under that certain Note
    Purchase Agreement dated July 28, 2004, as amended
    January 15, 2005

Incorporated herein by reference to Exhibit 10.2 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed January 7, 2009 (File No. 0-1667)




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##### Table of Contents



ExhibitNumber

Description

Location4
.26

Consent and Assumption Agreement dated as of December 31,
    2008, between Bob Evans Farms, Inc., an Ohio corporation, and
    JPMorgan Chase Bank, N.A.

Incorporated herein by reference to Exhibit 10.3 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed January 7, 2009 (File No. 0-1667)*10
.1

Employment Agreement, effective May 1, 2006, between Steven
    A. Davis and Bob Evans Farms, Inc.

Incorporated herein by reference to Exhibit 99.2 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed May 2, 2006 (File No. 0-1667)*10
.2

First Amendment to Employment Agreement between Bob Evans Farms,
    Inc. and Steven A. Davis, dated December 24, 2008

Incorporated herein by reference to Exhibit 10.5 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed December 31, 2008 (File No. 0-1667)*10
.3

Amended and Restated Employment Agreement, dated June 18,
    2009, by and between Bob Evans Farms, Inc. and Steven A. Davis

Filed herewith*10
.4

Bob Evans Farms, Inc. 2006 Equity and Cash Incentive Plan CEO
    Long-Term Performance-Based Incentive Award Program (Terms and
    Conditions for the Five-Year Performance Period from Fiscal Year
    2010 through Fiscal Year 2014)

Filed herewith*10
.5

Form of Bob Evans Farms, Inc. CEO Long-Term Performance-Based
    Incentive Award Program Performance Share Award Agreement

Filed herewith*10
.6

Form of Amended and Restated Change in Control Agreement between
    Bob Evans Farms, Inc. and certain of its executive officers

Incorporated herein by reference to Exhibit 10.6 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed December 31, 2008 (File No. 0-1667)*10
.7

Amended and Restated Change in Control Agreement between Bob
    Evans Farms, Inc. and Steven A. Davis, dated December 24,
    2008

Incorporated herein by reference to Exhibit 10.7 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed December 31, 2008 (File No. 0-1667)*10
.8

Bob Evans Farms, Inc. 1992 Nonqualified Stock Option Plan
    (effective for options granted prior to May 1, 2002)

Incorporated herein by reference to Exhibit 10(j) to Bob Evans
    Farms, Inc.s Annual Report on Form 10-K for its
    fiscal year ended April 24, 1992 (File No. 0-1667)*10
.9

Bob Evans Farms, Inc. First Amended and Restated 1992
    Nonqualified Stock Option Plan (effective for options granted
    after May 1, 2002)

Incorporated herein by reference to Exhibit 10(o) to Bob Evans
    Farms, Inc.s Annual Report on Form 10-K for its
    fiscal year ended April 26, 2002 (File No. 0-1667)*10
.10

Bob Evans Farms, Inc. Second Amended and Restated 1992
    Nonqualified Stock Option Plan (effective as of
    November 14, 2007)

Incorporated herein by reference to Exhibit 10.1 to Bob Evans
    Farms, Inc.s Quarterly Report on Form 10-Q for its
    fiscal quarter ended October 26, 2007 (File No. 0-1667)*10
.11

First Amendment to the Bob Evans Farms, Inc. Second Amended and
    Restated 1992 Nonqualified Stock Option Plan effective
    November 18, 2008

Incorporated herein by reference to Exhibit 10.11 to Bob Evans
    Farms, Inc.s Quarterly Report on Form 10-Q for its fiscal
    quarter ended March 4, 2009 (File No. 0-1667)*10
.12

Bob Evans Farms, Inc. 1994 Long Term Incentive Plan (effective
    for options and other awards granted prior to May 1, 2002)

Incorporated herein by reference to Exhibit 10(n) to Bob Evans
    Farms, Inc.s Annual Report on Form 10-K for its
    fiscal year ended April 29, 1994 (File No. 0-1667)*10
.13

Bob Evans Farms, Inc. First Amended and Restated 1994 Long Term
    Incentive Plan (effective for options and other awards granted
    after May 1, 2002)

Incorporated herein by reference to Exhibit 10(q) to Bob Evans
    Farms, Inc.s Annual Report on Form 10-K for its
    fiscal year ended April 26, 2002 (File No. 0-1667)




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##### Table of Contents



ExhibitNumber

Description

Location*10
.14

Bob Evans Farms, Inc. 1998 Stock Option and Incentive Plan
    (effective for options and other awards granted prior to
    May 1, 2002)

Incorporated herein by reference to Exhibit 4(f) to Bob Evans
    Farms, Inc.s Registration Statement on Form S-8 filed
    March 22, 1999 (Registration No. 333-74829)*10
.15

Bob Evans Farms, Inc. First Amended and Restated 1998 Stock
    Option and Incentive Plan (effective for options and other
    awards granted after May 1, 2002)

Incorporated herein by reference to Exhibit 10(s) to Bob Evans
    Farms, Inc.s Annual Report on Form 10-K for its
    fiscal year ended April 26, 2002 (File No. 0-1667)*10
.16

Bob Evans Farms, Inc. Second Amended and Restated 1998 Stock
    Option and Incentive Plan (effective as of January 1, 2008)

Incorporated herein by reference to Exhibit 10.6 to Bob Evans
    Farms, Inc.s Quarterly Report on
    Form 10-Q
    for its fiscal quarter ended October 26, 2007 (File No.
    0-1667)*10
.17

First Amendment to the Bob Evans Farms, Inc. Second Amended and
    Restated 1998 Stock Option and Incentive Plan effective
    November 18, 2008

Incorporated herein by reference to Exhibit 10.12 to Bob Evans
    Farms, Inc.s Quarterly Report on
    Form 10-Q
    for its fiscal quarter ended March 31, 2009 (File No. 0-1667)*10
.18

Bob Evans Farms, Inc. Dividend Reinvestment and Stock Purchase
    Plan

Incorporated herein by reference to Bob Evans Farms, Inc.s
    Registration Statement on
    Form S-3
    filed November 26, 2008 (Registration No. 333-155710)*10
.19

Bob Evans Farms, Inc. and Affiliates Amended and Restated
    Executive Deferral Program (effective as of June 14, 1999)

Incorporated herein by reference to Exhibit 10(k) to Bob Evans
    Farms, Inc.s Annual Report on Form 10-K for its
    fiscal year ended April 27, 2001 (File No. 0-1667)*10
.20

First Amendment to Bob Evans Farms, Inc. and Affiliates Amended
    and Restated Executive Deferral Program

Incorporated herein by reference to Exhibit 10(l) to Bob Evans
    Farms, Inc.s Annual Report on Form 10-K for its
    fiscal year ended April 27, 2001 (File No. 0-1667)*10
.21

Bob Evans Farms, Inc. and Affiliates Second Amended and Restated
    Executive Deferral Program (effective as of May 1, 2002)

Incorporated herein by reference to Exhibit 10(t) to Bob Evans
    Farms, Inc.s Annual Report on Form 10-K for its
    fiscal year ended April 26, 2002 (File No. 0-1667)*10
.22

2005 Amendment to Bob Evans Farms, Inc. and Affiliates Second
    Amended and Restated Executive Deferral Program

Incorporated herein by reference to Exhibit 10.1 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed December 19, 2005 (File No. 0-1667)*10
.23

Amendment to Bob Evans Farms, Inc. and Affiliates Second Amended
    and Restated Executive Deferral Program (effective as of
    January 1, 2006)

Incorporated herein by reference to Exhibit 10.2 of Bob Evans
    Farms, Inc.s Quarterly Report on
    Form 10-Q
    for its fiscal quarter ended October 26, 2007 (File No.
    0-1667)*10
.24

Bob Evans Farms, Inc. and Affiliates Third Amended and Restated
    Executive Deferral Program (effective as of January 1, 2008)

Incorporated herein by reference to Exhibit 10.3 to Bob Evans
    Farms, Inc.s Quarterly Report on
    Form 10-Q
    for its fiscal quarter ended October 26, 2007 (File No.
    0-1667)*10
.25

First Amendment to the Bob Evans Farms, Inc. and Affiliates
    Third Amended and Restated Executive Deferral Program effective
    November 18, 2008

Incorporated herein by reference to Exhibit 10.14 to Bob Evans
    Farms, Inc.s Quarterly Report on
    Form 10-Q
    for its fiscal quarter ended March 31, 2009 (File No. 0-1667)*10
.26

Bob Evans Farms, Inc. 1998 Amended and Restated Supplemental
    Executive Retirement Plan (effective as of May 1, 1998)

Incorporated herein by reference to Exhibit 10(l) to Bob Evans
    Farms, Inc.s Annual Report on Form 10-K for its
    fiscal year ended April 24, 1998 (File No. 0-1667)




---



##### Table of Contents



ExhibitNumber

Description

Location*10
.27

Bob Evans Farms, Inc. and Affiliates 2002 Second Amended and
    Restated Supplemental Executive Retirement Plan (effective as of
    May 1, 2002)

Incorporated herein by reference to Exhibit 10(r) to Bob Evans
    Farms, Inc.s Annual Report on Form 10-K for its
    fiscal year ended April 26, 2002 (File No. 0-1667)*10
.28

First Amendment to Bob Evans Farms, Inc. and Affiliates 2002
    Second Amended and Restated Supplemental Executive Retirement
    Plan

Incorporated herein by reference to Exhibit 10 to Bob Evans
    Farms, Inc.s Quarterly Report on
    Form 10-Q
    for its fiscal quarter ended January 26, 2007 (File No.
    0-1667)*10
.29

Amendment to Bob Evans Farms, Inc. and Affiliates 2002 Second
    Amended and Restated Supplemental Executive Retirement Plan
    (effective as of January 1, 2006)

Incorporated herein by reference to Exhibit 10.4 to Bob Evans
    Farms, Inc.s Quarterly Report on
    Form 10-Q
    for its fiscal quarter ended October 26, 2007 (File No.
    0-1667)*10
.30

Bob Evans Farms, Inc. and Affiliates Third Amended and Restated
    Supplemental Executive Retirement Plan (effective as of
    January 1, 2008)

Incorporated herein by reference to Exhibit 10.5 to Bob Evans
    Farms, Inc.s Quarterly Report on
    Form 10-Q
    for its fiscal quarter ended October 26, 2007 (File No.
    0-1667)*10
.31

Bob Evans Farms, Inc. 2002 Incentive Growth Plan (effective
    Sept. 9, 2002)

Incorporated herein by reference to Exhibit 10(w) to Bob Evans
    Farms, Inc.s Annual Report on Form 10-K for its
    fiscal year ended April 25, 2003 (File No. 0-1667)*10
.32

Bob Evans Farms, Inc. Compensation Program for Directors
    (Revised August 10, 2007)

Incorporated herein by reference to Exhibit 10 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed August 13, 2007 (File No. 0-1667)*10
.33

Form of Incentive Stock Option Notice and Agreement for the Bob
    Evans Farms, Inc. First Amended and Restated 1998 Stock Option
    and Incentive Plan

Incorporated herein by reference to Exhibit 10.1 to Bob Evans
    Farms, Inc.s Quarterly Report on
    Form 10-Q
    for its fiscal quarter ended October 29, 2004 (File No.
    0-1667)*10
.34

Form of Nonqualified Stock Option Notice and Agreement for the
    Bob Evans Farms, Inc. First Amended and Restated 1998 Stock
    Option and Incentive Plan

Incorporated herein by reference to Exhibit 10.2 to Bob Evans
    Farms, Inc.s Quarterly Report on
    Form 10-Q
    for its fiscal quarter ended October 29, 2004 (File No.
    0-1667)*10
.35

Form of Restricted Stock Award Notice and Agreement for the Bob
    Evans Farms, Inc. First Amended and Restated 1998 Stock Option
    and Incentive Plan

Incorporated herein by reference to Exhibit 10.1 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed June 20, 2005 (File No. 0-1667)*10
.36

Nonqualified Stock Option Notice and Agreement  First
    Amended and Restated 1998 Stock Option and Incentive Plan (for
    awards on or after June 13, 2006)

Incorporated herein by reference to Exhibit 10.1 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed June 19, 2006 (File No. 0-1667)*10
.37

Incentive Stock Option Notice and Agreement  First
    Amended and Restated 1998 Stock Option and Incentive Plan (for
    awards on or after June 13, 2006)

Incorporated herein by reference to Exhibit 10.2 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed June 19, 2006 (File No. 0-1667)*10
.38

Restricted Stock Award Notice and Agreement
    (Director)  First Amended and Restated 1998 Stock
    Option and Incentive Plan (for awards on or after June 13,
    2006)

Incorporated herein by reference to Exhibit 10.3 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed June 19, 2006 (File No. 0-1667)*10
.39

Restricted Stock Award Notice and Agreement
    (Employee)  First Amended and Restated 1998 Stock
    Option and Incentive Plan (for awards on or after June 13,
    2006)

Incorporated herein by reference to Exhibit 10.4 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed June 19, 2006 (File No. 0-1667)*10
.40

Cash Award Notice and Agreement  Performance
    Incentive Plan (for awards on or after June 13, 2006)

Incorporated herein by reference to Exhibit 10.5 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed June 19, 2006 (File No. 0-1667)




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##### Table of Contents



ExhibitNumber

Description

Location*10
.41

Restricted Stock Award Notice and Agreement  First
    Amended and Restated 1993 Long Term Incentive Plan for Managers
    (for awards on or after June 13, 2006)

Incorporated herein by reference to Exhibit 10.6 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed June 19, 2006 (File No. 0-1667)*10
.42

Bob Evans Farms, Inc. Performance Incentive Plan Notice of
    Eligibility and Participation Agreement (for Tier 1
    participants who are not eligible to retire)

Incorporated herein by reference to Exhibit 10.1 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed June 15, 2007 (File No. 0-1667)*10
.43

Bob Evans Farms, Inc. Performance Incentive Plan Notice of
    Eligibility and Participation Agreement (for Tier 1
    participants who are eligible to retire)

Incorporated herein by reference to Exhibit 10.2 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed June 15, 2007 (File No. 0-1667)*10
.44

Bob Evans Farms, Inc. Performance Incentive Plan Notice of
    Eligibility and Participation Agreement (for Tier 2
    participants who are not eligible to retire)

Incorporated herein by reference to Exhibit 10.3 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed June 15, 2007 (File No. 0-1667)*10
.45

Bob Evans Farms, Inc. Performance Incentive Plan Notice of
    Eligibility and Participation Agreement (for Tier 2
    participants who are eligible to retire)

Incorporated herein by reference to Exhibit 10.4 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed June 15, 2007 (File No. 0-1667)*10
.46

Bob Evans Farms, Inc. 2006 Equity and Cash Incentive Plan

Incorporated herein by reference to Exhibit 10 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed September 14, 2006 (File No. 0-1667)*10
.47

Bob Evans Farms, Inc. Amended and Restated 2006 Equity and Cash
    Incentive Plan (effective as of January 1, 2008)

Incorporated herein by reference to Exhibit 10.7 to Bob Evans
    Farms, Inc.s Quarterly Report on
    Form 10-Q
    for its fiscal quarter ended October 26, 2007 (File No.
    0-1667)*10
.48

First Amendment to the Bob Evans Farms, Inc. Amended and
    Restated 2006 Equity and Cash Incentive Plan effective
    November 18, 2008

Incorporated herein by reference to Exhibit 10.13 to Bob Evans
    Farms, Inc.s Quarterly Report on
    Form 10-Q
    for its fiscal quarter ended March 31, 2009 (File No. 0-1667)*10
.49

Form of Bob Evans Farms, Inc. 2006 Equity and Cash Incentive
    Plan Incentive Stock Option Award Agreement (For
    Employees  Performance Incentive Plan Award)

Incorporated herein by reference to Exhibit 10.1 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed April 25, 2007 (File No. 0-1667)*10
.50

Form of Bob Evans Farms, Inc. 2006 Equity and Cash Incentive
    Plan Nonqualified Stock Option Award Agreement (For
    Employees  Performance Incentive Plan Award)

Incorporated herein by reference to Exhibit 10.2 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed April 25, 2007 (File No. 0-1667)*10
.51

Form of Bob Evans Farms, Inc. 2006 Annual Bonus Award Agreement
    (For Employees)

Incorporated herein by reference to Exhibit 10.7 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed April 25, 2007 (File No. 0-1667)*10
.52

Form of Bob Evans Farms, Inc. 2006 Equity and Cash Incentive
    Plan Restricted Stock Award Agreement (For Employees 
    Performance Incentive Plan Award)

Incorporated herein by reference to Exhibit 10.1 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed May 17, 2007 (File No. 0-1667)*10
.53

Form of Bob Evans Farms, Inc. 2006 Equity and Cash Incentive
    Plan Restricted Stock Award Agreement (For Non-Employee
    Directors)

Incorporated herein by reference to Exhibit 10.2 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed May 17, 2007 (File No. 0-1667)*10
.54

Form of Bob Evans Farms, Inc. 2006 Equity and Cash Incentive
    Plan Whole Share Award Agreement (For Employees
     General)

Incorporated herein by reference to Exhibit 10.3 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed May 17, 2007 (File No. 0-1667)*10
.55

Form of Bob Evans Farms, Inc. 2006 Equity and Cash Incentive
    Plan Whole Share Award Agreement (For Employees
     Performance Incentive Plan Award)

Incorporated herein by reference to Exhibit 10.4 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed April 25, 2007 (File No. 0-1667)




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##### Table of Contents



ExhibitNumber

Description

Location*10
.56

Form of Bob Evans Farms, Inc. 2006 Equity and Cash Incentive
    Plan Whole Share Award Agreement (For Non-Employee Directors)

Incorporated herein by reference to Exhibit 10.5 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    filed May 17, 2007 (File No. 0-1667)*10
.57

Form of Bob Evans Farms, Inc. 2006 Equity and Cash Incentive
    Plan Cash Based Award Agreement (For Employees
     Performance Incentive Plan Award)

Incorporated herein by reference to Exhibit 10.5 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K/A
    dated June 15, 2007 (File No. 0-1667)*10
.58

Bob Evans Farms, Inc. Director Medical Reimbursement Program
    effective as of January 1, 2008

Incorporated herein by reference to Exhibit 10.15 to Bob Evans
    Farms, Inc.s Quarterly Report on
    Form 10-Q
    for its fiscal quarter ended March 31, 2009 (File No. 0-1667)*10
.59

Retirement Agreement, dated as of March 2, 2009, by and
    between Bob Evans Farms, Inc. and Roger D. Williams

Incorporated herein by reference to Exhibit 10.16 to Bob Evans
    Farms, Inc.s Quarterly Report on
    Form 10-Q
    for its fiscal quarter ended March 31, 2009 (File No. 0-1667)10
.60

Bob Evans Farms, Inc. Executive Compensation Recoupment Policy
    Adopted February 17, 2009

Incorporated herein by reference to Exhibit 10.1 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    dated June 12, 2008 (File No. 0-1667)*10
.61

Form of Executive Recoupment Policy Acknowledgement and Agreement

Incorporated herein by reference to Exhibit 10.2 to Bob Evans
    Farms, Inc.s Current Report on
    Form 8-K
    dated June 12, 2008 (File No. 0-1667)21


Subsidiaries of Bob Evans Farms, Inc.

Filed herewith23


Consent of Independent Registered Public Accounting Firm

Filed herewith24


Powers of Attorney of Directors and Executive Officers

Filed herewith31
.1

Rule 13a-14(a)/15d-14(a)
    Certification (Principal Executive Officer)

Filed herewith31
.2

Rule 13a-14(a)/15d-14(a)
    Certification (Principal Financial Officer)

Filed herewith32
.1

Section 1350 Certification (Principal Executive Officer)

Filed herewith32
.2

Section 1350 Certification (Principal Financial Officer)

Filed herewith     *
    
    Denotes management contract or compensatory plan or agreement.