SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

BRIDGFORD FOODS CORP.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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BRIDGFORD FOODS CORPORATION

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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MARCH 13, 2002

To the Shareholders of BRIDGFORD FOODS CORPORATION:

The annual meeting of the shareholders of Bridgford Foods Corporation, a
California corporation (the "Company"), will be held at the Four Points
Sheraton, 1500 South Raymond Avenue, Fullerton, California, on Wednesday, March
13, 2002 at 10:00 a.m., for the following purposes:

(1) To elect eight directors to hold office for one year or
until their successors are elected and qualified.

(2) To ratify the appointment of PricewaterhouseCoopers LLP as
independent public accountants of the Company for the fiscal year
commencing November 3, 2001.

(3) To transact such other business as may properly come before
the meeting.

Shareholders of record at the close of business on February 1, 2002 are
entitled to notice of and to vote at said meeting or any adjournment thereof.

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
HOWEVER, TO ASSURE YOUR REPRESENTATION AT THE MEETING, THE BOARD OF DIRECTORS
RESPECTFULLY URGES YOU TO SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY
CARD IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE. IF YOU ATTEND THE MEETING IN
PERSON, YOU MAY WITHDRAW YOUR PROXY AND VOTE YOUR OWN SHARES.

By order of the Board of Directors

William L. Bridgford
Secretary

Anaheim, California
February 8, 2002

BRIDGFORD FOODS CORPORATION
1308 NORTH PATT STREET, ANAHEIM, CALIFORNIA 92801

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PROXY STATEMENT

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ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MARCH 13, 2002

The enclosed proxy is solicited by the Board of Directors of Bridgford
Foods Corporation, a California corporation (the "Company"), for use at the
annual meeting of shareholders of the Company (the "Annual Meeting") to be held
at the Four Points Sheraton, 1500 South Raymond Avenue, Fullerton, California,
on Wednesday, March 13, 2002 at 10:00 a.m., and at any adjournment thereof. All
shareholders of record at the close of business on February 1, 2002 are entitled
to notice of and to vote at such meeting. This Proxy Statement and the
accompanying proxy are being mailed on or about February 8, 2002.

The persons named as proxies were designated by the Board of Directors
and are officers and directors of the Company. Any proxy may be revoked or
superseded by executing a later proxy or by giving notice of revocation in
writing prior to, or at, the Annual Meeting, or by attending the Annual Meeting,
withdrawing the proxy and voting in person. Attendance at the Annual Meeting
will not in and of itself constitute revocation of the proxy. All proxies, which
are properly completed, signed and returned to the Company prior to the Annual
Meeting, and not revoked, will be voted in accordance with the instructions
given in the proxy. If a choice is not specified in the proxy, the proxy will be
voted FOR election of the director nominees proposed by the Board of Directors
and FOR ratification of the Company's appointment of PricewaterhouseCoopers LLP
as independent public accountants for the Company. Management does not know of
any matters which will be brought before the Annual Meeting other than those
specifically set forth in the notice hereof. However, if any other matter
properly comes before the Annual Meeting, it is intended that the proxies, or
their substitutes, will vote on such matters in accordance with their best
judgment.

All expenses incurred in connection with this solicitation will be borne
by the Company. The Company will reimburse brokers and others who incur costs to
send proxy materials to beneficial owners of stock in a broker or nominee name.

At the close of business on February 1, 2002, there were 10,448,271
shares of common stock of the Company outstanding. Each share of common stock
entitles the holder thereof to one vote on each matter to be voted upon by such
shareholders. Abstentions and broker non-votes are counted for purposes of
determining the presence or absence of a quorum for the transaction of business.
Abstentions are counted in tabulating the votes cast on proposals presented to
shareholders, whereas broker non-votes are not counted for purposes of
determining whether a proposal has been approved.

PROPOSAL 1

ELECTION OF DIRECTORS

The directors of the Company are elected annually to serve until the
next annual meeting of the shareholders or until their respective successors are
elected. At the Annual Meeting, eight directors are to be elected. The election
of directors shall be by the affirmative vote of the holders of a plurality of
the shares voting in person or by proxy at the annual meeting. Each of these
individuals has served as a director since the last annual meeting. All current
directorships are being filled.

Unless otherwise instructed, shares represented by the proxies will be
voted for the election of the nominees listed below. Each nominee has indicated
that he is willing and able to serve as director if elected. In the event that
any of such nominees shall become unavailable for any reason, an event which
management does not anticipate, it is intended that proxies will be voted for
substitute nominees designated by management.

The following table and biographical summaries set forth, with respect
to each nominee for director, his age, the positions he holds in the Company and
the year in which he first became a director of the Company. Data with respect
to the number of shares of the Company's Common Stock beneficially owned by each
of such directors as of February 1, 2002 appears on page 5 of this Proxy
Statement.

YEAR
FIRST BECAME
NAME AGE CURRENT POSITION AT THE COMPANY(1) DIRECTOR
---- --- ---------------------------------- ------------

Allan L. Bridgford 67 Chairman and Member of the
Executive Committee 1952
Robert E. Schulze 67 President and Member of the
Executive Committee 1980
Hugh Wm. Bridgford 70 Chairman of the Executive Committee
and Vice President 1952
Paul A. Gilbert 59 Director, Audit Committee Chairman 1993
Richard A. Foster 66 Director 2001
Steven H. Price 61 Director 1988
Norman V. Wagner II 72 Director 1990
Paul R. Zippwald 64 Director 1992

(1) Robert E. Schulze is a full-time employee of the Company. Hugh Wm.
Bridgford and Allan L. Bridgford are brothers.

DIRECTORS

Allan L. Bridgford, elected Chairman in March of 1995, served previously
as President of the Company for more than five years and has been a full-time
employee of the Company since 1957. Allan L. Bridgford reduced his work schedule
to 80% since March of the 2000 fiscal year.

Robert E. Schulze, elected President in March of 1995, served previously
as Executive Vice President, Secretary and Treasurer of the Company for more
than five years. Mr. Schulze has been a full-time employee of the Company since
1964.

Hugh Wm. Bridgford, Chairman of the Executive Committee and elected Vice
President in March of 1995, previously served as Chairman of the Board of the
Company for more than five years and has been a full time employee of the
Company since 1955. Hugh Wm. Bridgford reduced his work schedule to
approximately 80% since November 1997.

Paul A. Gilbert has been Senior Vice President, of a large investment
banking firm, for more than five years and was formerly with Kidder, Peabody &
Co. Incorporated, an investment banking firm.

Richard A. Foster was President of Interstate Electronics Corporation, a
wholly owned subsidiary of Figgie International, Inc., from 1979 until his
retirement in 1991. Mr. Foster also served as Vice President of Figgie
International, Inc. from 1986 to 1991. He received his Bachelor of Science
degree from Stanford University and his Master of Science degree from University
of California, Los Angeles.

Steven H. Price has been in the family property management business for
more than the past five years. Mr. Price also was active as an avocado farmer
for more than five years prior to the sale of his property in 1991.

Norman V. Wagner II was President of Signal Landmark Properties, Inc., a
real estate development firm, from 1976 until his retirement in 1988. Mr. Wagner
is currently retired.

Paul R. Zippwald was Regional Vice President and Head of Commercial
Banking for Bank of America NT&SA, North Orange County, California, for more
than five years prior to his retirement in July 1992. Mr. Zippwald is currently
retired.

During fiscal year 2001 the Company's Board of Directors held 12 regular
monthly meetings. Each of the nominees holding office attended at least 75% of
the monthly meetings. Non-employee directors are paid $1,000 for each meeting
attended. Employee directors received no additional compensation for their
services.

COMPENSATION AND AUDIT COMMITTEES

During fiscal 2001, the Board of Directors maintained two committees,
the Compensation Committee and the Audit Committee. The Board of Directors does
not have a standing Nominating Committee. The Compensation Committee consisted
of Messrs. Gilbert, Foster, Price, Wagner and Zippwald, each of whom served
thereon without additional compensation. Each of these individuals were
non-employee directors. The Compensation Committee is responsible for
establishing and administering the Company's compensation arrangements for all
executive officers. The Compensation Committee held two formal meetings during
fiscal 2001, each of which was attended by all committee members.

The Audit Committee consisted of Messrs. Gilbert, Foster, Price, Wagner
and Zippwald, each of whom served thereon without additional compensation. All
members of the Audit Committee meet the independence standards of the rules
promulgated by the Securities and Exchange Commission and the standards of the
NASDAQ. The Audit Committee meets periodically with the Company's independent
public accountants and reviews the Company's accounting policies and internal
controls. It also reviews the scope and adequacy of the independent accountants'
examination of the Company's annual financial statements. In addition, the Audit
Committee recommends the firm of independent public accountants to be retained
by the Company and approves all material non-audit services provided by them.
The Audit Committee held two formal meetings during fiscal 2001, each of which
was attended by all committee members. In addition, the audit committee holds a
pre-earnings release conference with the Company's independent public
accountants on a quarterly basis. The Audit Committee adopted an Audit Committee
Charter on May 8, 2001.

EXECUTIVE OFFICERS

The Company has five executive officers elected on an annual basis to
serve at the pleasure of the Board of Directors:

Allan L. Bridgford Chairman(1)
Robert E. Schulze President(1)
Hugh Wm. Bridgford Vice President(1)
William L. Bridgford Secretary
Raymond F. Lancy Vice President, Treasurer and
Assistant Secretary

(1) Messrs. Allan L. Bridgford, Robert E. Schulze and Hugh Wm.
Bridgford are each members of the Company's Executive Committee
which acts in the capacity of Chief Executive Officer of the
Company.

A biographical summary regarding Messrs. Allan L. Bridgford, Robert E.
Schulze and Hugh Wm. Bridgford is set forth above under the caption "Directors."
Biographical information with respect to the Company's other executive officers
is set forth below:

William L. Bridgford, age 47, has served as Secretary of the Company for
more than the past five years and was elected as an Executive Officer in 2001.

Raymond F. Lancy, age 48, has served as Treasurer of the Company for
more than the past five years. He was elected Vice President and Assistant
Secretary in 2000 and was elected as an Executive Officer in 2001.

PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table sets forth certain information known to the Company
with respect to the beneficial ownership of the Company's Common Stock as of
February 1, 2002 by each shareholder known by the Company to be the beneficial
owner of more than 5% of the Company's Common Stock, by each director, and
nominee for director by each executive officer named in the Summary Compensation
Table and by all officers and directors as a group.

AMOUNT AND NATURE OF SHARES BENEFICIALLY OWNED

PERCENTAGE OF
SHARED OUTSTANDING
SOLE VOTING AND TOTAL SHARES
NAME AND ADDRESS VOTING AND INVESTMENT BENEFICIALLY BENEFICIALLY
OF BENEFICIAL OWNER(1) INVESTMENT POWER POWER(3) OWNED(2) OWNED(2)
- ---------------------- ---------------- ---------- ------------ -------------

Bridgford Industries 7,156,396 -- 7,156,396 68.5
Incorporated
1707 Good-Latimer Expy.
Dallas, TX 75226
Hugh Wm. Bridgford 47,917 7,156,396 7,204,313 69.0
1707 Good-Latimer Expy.
Dallas, TX 75226
Allan L. Bridgford 155,882 7,156,396 7,312,278 70.0
Bruce H. Bridgford 5,986 7,156,396 7,162,382 68.6
Baron R.H. Bridgford 1,654 7,156,396 7,158,050 68.5
170 North Green St.
Chicago, IL 60607
Robert E. Schulze 167,870 -- 167,870 1.6
William L. Bridgford 18,675 7,156,396 7,175,071(4) 68.6
Raymond F. Lancy 12,500 -- 12,500(5) *
Paul A. Gilbert 605 -- 605 *
Richard A. Foster 2,210 -- 2,210 *
Steven H. Price 1,797 -- 1,797 *
Norman V. Wagner II 1,360 -- 1,360 *
Paul R. Zippwald 1,452 -- 1,452 *

All directors and officers
as a group (12 persons) 7,574,304 7,156,396 7,574,304(6) 72.3

* Less than one percent (1%).

(1) Unless otherwise indicated, the address of such beneficial owner is the
Company's principal executive offices, 1308 N. Patt Street, Anaheim,
California 92801.

(2) Applicable percentage of ownership at February 1, 2002 is based upon
10,448,271 shares of common stock outstanding. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and includes voting and investment power with respect to shares
shown as beneficially owned. Shares of common stock subject to options or
warrants currently exercisable or exercisable within 60 days of February 1,
2002 are deemed outstanding for computing the shares and percentage
ownership of the person holding such options or warrants, but are not deemed
outstanding for computing the percentage ownership of any other person or
entity.

(3) Represents shares beneficially owned by Bridgford Industries Incorporated, a
Delaware corporation ("BII"), which presently has no other significant
business or assets. Allan L. Bridgford, Hugh Wm. Bridgford, William L.
Bridgford, Baron R.H. Bridgford and Bruce H. Bridgford presently own .76%,
.50%, 7.48%, 9.54% and 10.29%, respectively, of the outstanding voting
capital stock of BII and each has the right to vote as trustee or custodian
for other stockholders of BII representing 15.29%, 6.11%, 1.42%, 2.95% and
1.21%, respectively, of such outstanding voting capital stock. The remaining
percentage of BII stock is owned of record, or beneficially, by 32
additional members of the Bridgford family. The officers of BII jointly vote
all shares.

(4) Includes 12,500 shares that may be purchased upon exercise of options within
60 days of February 1, 2002.

(5) Consists of 12,500 shares that may be purchased upon exercise of options
within 60 days of February 1, 2002.

(6) Includes 25,000 shares that may be purchased upon exercise of options within
60 days of February 1, 2002.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors, executive officers, and holders of more than
10% of the Company's Common Stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
Common Stock of the Company. Based solely upon information provided to the
Company by individual directors and executive officers, the Company believes
that during the preceding fiscal year its officers, directors and holders of
more than 10% of its Common Stock complied with all Section 16(a) filing
requirements.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth summary information concerning
compensation paid or accrued by the Company for services rendered during the
three fiscal years ended 1999, 2000 and 2001 to the Company's chief executive
officer and the four remaining most highly paid executive officers whose salary
and bonus exceeded $100,000.

SUMMARY COMPENSATION TABLE

ALL
ANNUAL COMPENSATION OTHER
---------------------- COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) SATION($)
- --------------------------- ---- --------- -------- ---------

Allan L. Bridgford 2001 277,083 200,000(2) 173,907(4)
Chairman of the Board(1) 2000* 260,767 329,345(2) 177,407(4)
1999 229,917 470,000(2)(3) 3,500(4)

Robert E. Schulze 2001 297,884 250,000(2) --
President(1) 2000* 275,167 380,000(2) --
1999 229,917 470,000(2)(3) --

Hugh Wm. Bridgford 2001 263,474 212,500(2) 161,525(4)
Vice President and 2000* 245,317 304,000(2) 2,525(4)
Chairman of the 1999 209,117 376,000(2)(3) 3,222(4)
Executive Committee(1)

William L. Bridgford(5) 2001 70,980 95,571 --
Secretary

Raymond F. Lancy(5) 2001 132,000 59,000 --
Vice President, Treasurer
and Assistant Secretary

* - 53 week fiscal year in 2000 versus 52 weeks each in 2001 and 1999.

(1) Hugh Wm. Bridgford, Allan L. Bridgford and Robert E. Schulze are members of
the Company's Executive Committee which acts in the capacity of Chief
Executive Officer of the Company.

(2) Represents deferred contingent compensation payable over periods of five
years pursuant to bonuses granted by the Company's Compensation Committee.

(3) Includes amounts related to the Deferred Compensation Savings Plan as
follows: Hugh Wm. Bridgford, Allan L. Bridgford and Robert E. Schulze--
$50,000 each. The Deferred Compensation Savings Plan enables certain
employees designated by the Board of Directors to elect, during November of
each calendar year, to defer the payment of a specified portion of their
future compensation to subsequent years. The Company's obligation to pay the
sums deferred is unsecured. Deferred sums are payable to participants upon
retirement or termination of employment. In fiscal 2001, all sums deferred
under the Deferred Compensation Savings Plan earned an interest rate of
9.95%. In future years the yield on these deferrals is credited at Moody's
Investors Service, Inc. average seasoned bond rate plus 2%. Under current
federal tax law, a participant will not be taxed on the amount of
compensation deferred until it is paid to the participant pursuant to the
Deferred Compensation Savings Plan.

(4) Represents premiums paid by the Company in connection with split -dollar
insurance policies.

(5) William L. Bridgford and Raymond F. Lancy were appointed executive officers
in March 2001.

The following table sets forth certain information concerning the
exercise of options by the Company's executive officers named in the Summary
Compensation Table during the fiscal year ended November 2, 2001, including the
aggregate value of gains on the date of exercise. In addition, the table
includes the number of shares covered by both exercisable and unexercisable
stock options as of November 2, 2001. Also reported are the values for "in the
money" options which represent the positive spread between the exercise prices
of any such existing stock options and $13.30, the closing price of common stock
on November 2, 2001, as reported by The Nasdaq National Market.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

Value Realized($)
(market price Number of Securities Value of Unexercised
at exercise Underlying Unexercised In-the-Money
Shares Acquired less exercise Options at FY-End(#) Options at FY-End($)
Name on Exercise(#) price) Exercisable Unexercisable Exercisable Unexercisable
- ---- -------------- ----------------- ----------- ------------- ----------- -------------

Allan L. Bridgford 0 $ 0 0 0 $ 0 $ 0

Robert E. Schulze 0 0 0 0 0 0

Hugh Wm. Bridgford 0 0 0 0 0 0

William L. Bridgford 0 0 12,500 12,500 41,250 41,250

Raymond F. Lancy 0 0 12,500 12,500 41,250 41,250

RETIREMENT PLAN

The Company has a defined benefit plan ("Plan") for those of its
employees not covered by collective bargaining agreements. The Plan,
administered by a major life insurance company, presently provides that
participants receive an annual benefit on retirement equal to 1 1/2% of their
total compensation from the Company during their period of participation from
1958. Benefits are not reduced by Social Security payments or by payments from
other sources and are payable in the form of fully-insured monthly lifetime
annuity contracts commencing at age 65 or the participant's date of retirement,
whichever is later. Based on projections used for computing benefits under the
Plan, the estimated annual benefits at normal retirement would be as follows:

Allan L. Bridgford $ 54,864
Robert E. Schulze 51,036
Hugh Wm. Bridgford 54,804
William L. Bridgford 77,520
Raymond F. Lancy 60,768
--------

All officers $298,992
========

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Retirement benefits otherwise available to key executives under the
Company's Plan have been limited by the effects of the Tax Equity and Fiscal
Responsibility Act of 1982 ("TEFRA") and the Tax Reform Act of 1986 ("TRA"). To
offset the loss of retirement benefits associated with TEFRA and TRA, the
Company has adopted a non-qualified "makeup" benefit plan (Supplemental
Executive Retirement Plan). Benefits will be provided under this plan for key
employees equal to 60% of their final average earnings minus any pension
benefits and primary insurance amounts available to them under Social Security.
However, in all cases the combined benefits are capped at $120,000 per year for
members of the Executive Committee. Eligibility is determined by the Board of
Directors of the Company and the projected annual benefits to be paid at normal
retirement date to those presently selected are as follows:

Allan L. Bridgford $ 51,528
Robert E. Schulze 56,100
Hugh Wm. Bridgford 61,080
William L. Bridgford 157,374
Raymond F. Lancy 187,394
--------
All officers $513,476
========

Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this Proxy Statement, in whole or in part, the following
reports of the Compensation Committee and the Audit Committee and the
Performance Graph on page 10 shall not be incorporated by reference into any
such filings.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee of the Company consists of the outside
members of the Board of Directors. During fiscal 2001, the Compensation
Committee consisted of Messrs. Gilbert, Foster, Price, Wagner and Zippwald. The
Company's executive compensation policy's aim is to attract, retain and motivate
key employees while making sure that a relationship exists between executive
compensation and the Company's performance. Accordingly, the Company policy of
compensation for its executive officers is to combine annual base salaries with
bonuses based upon corporate performance.

Historically, the Company has been principally managed by an Executive
Committee consisting of senior executive officers of the Company. The Executive
Committee, as a unit, serves as the Company's "Chief Executive Officer". The
Executive Committee currently consists of three members. The current members are
Allan L. Bridgford, Chairman of the Board of Directors, Robert E. Schulze,
President, and Hugh Wm. Bridgford, Chairman of the Executive Committee and Vice
President. For the last several years, the Compensation Committee has determined
that each member of the Executive Committee should be compensated on an equal
basis with pro-rata adjustments for reduced work schedules.

The current compensation plan sets forth a minimum base salary of $2,000
per week for each member of the Executive Committee plus incentive amounts that
may be earned as additional future salary and/or as deferred contingent
compensation ("bonuses"). The Compensation Committee deems continuity of
management to be an important consideration for the long-term success of the
business and, therefore, payments of bonuses are currently deferred over a five
year period. No interest is paid or accrued on the earned but unpaid bonuses.
Consistent with the compensation policy for all of the Company's corporate
officers, as discussed below, the principal factor used by the Compensation
Committee to determine the bonuses to be paid the members of the Executive
Committee is the measure of the Company's performance which is based upon the
Company's pretax income and return on shareholders' equity for the current
fiscal year.

The Compensation Committee has elected not to provide incentive
compensation to the members of the Executive Committee in the form of stock
options, stock appreciation rights, restricted stock or other similar plans. The
Compensation Committee also directs that perquisite compensation be minimal for
members of the Executive Committee. Members of the Executive Committee are not
to be provided with country club memberships or other similar perquisites.

Compensation for executive officers other than those on the Executive
Committee are recommended to the Compensation Committee by the Executive
Committee which regularly reports to the Board of Directors and the Compensation
Committee on compensation matters relating to other corporate officers. All
corporate officers, top-level managers and many midlevel managers receive
compensation determined by performance-based criteria, including both individual
and team accomplishments.

COMPENSATION COMMITTEE

Paul A. Gilbert
Richard A. Foster
Steven H. Price
Norman V. Wagner II
Paul R. Zippwald

REPORT OF THE AUDIT COMMITTEE

Pursuant to a meeting of the Audit Committee on January 14, 2002, the
Audit Committee reports that it has: (i) reviewed and discussed the Company's
audited financial statements with management; (ii) discussed with the
independent auditors the matters (such as the quality of the Company's
accounting principals and internal controls) required to be discussed by
Statement on Auditing Standards No. 61; and (iii) received written confirmation
from PricewaterhouseCoopers LLP that it is independent and written disclosures
regarding such independence as required by Independence Standards Board No. 1,
and discussed with the auditors the auditors' independence. Based on the review
and discussions referred to in items (i) through (iii) above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's annual report for the Company's fiscal
year ended November 2, 2001.

AUDIT COMMITTEE

Paul A. Gilbert, Chairman
Richard A. Foster
Steven H. Price
Norman V. Wagner II
Paul R. Zippwald

PERFORMANCE GRAPH

The comparative stock performance graph shown below compares the yearly
change in cumulative value of Bridgford Foods Corporation's common stock with
certain index values for the five-year periods ended November 2, 2001. The graph
sets the beginning value of Bridgford common stock and the indexes at $100. All
calculations assume reinvestment of dividends on a monthly basis. The peer group
consists of nine companies, including the companies that comprised the Meat
Industry Group of Media General Financial Services. The group includes Bob Evans
Farms, Inc.; Cagles', Inc.; Hormel Foods Corp.; Pilgrims Pride; Tyson Foods,
Inc.; and others.

NOTE: The stock price performance shown on the following graph is not
necessarily indicative of future price performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG BRIDGFORD FOODS CORP., THE S & P 500 INDEX
AND A PEER GROUP

[PERFORMANCE GRAPH]

11/1/96 10/31/97 10/30/98 10/29/99 11/3/00 11/2/01

BRIDGFORD FOODS CORP. 100.00 149.01 170.21 143.96 183.50 203.60
S & P 500 100.00 132.11 161.16 202.54 214.87 161.36
PEER GROUP 100.00 119.28 139.09 120.41 106.78 126.74

Source: Research Data Group
Assumes $100 invested November 1, 1996
Assumes dividends reinvested
Fiscal year ending November 2, 2001

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company has no employment contracts and has no change in control
agreements.

No member of the Compensation Committee is a former or current officer
or employee of the Company or any of its subsidiaries. The Company is not aware
of any transaction involving any member of the Compensation Committee that would
require disclosure for "Compensation Committee Interlocks and Insider
Participation".

RELATED PARTY TRANSACTIONS

The Company is not aware of any related party transactions that would
require disclosure.

PROPOSAL 2

INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee of the Board of Directors has, subject to
ratification by the shareholders, appointed PricewaterhouseCoopers LLP as
independent public accountants for the Company for the fiscal year commencing
November 3, 2001. PricewaterhouseCoopers LLP has been the Company's independent
public accountant since 1958.

Proxies received in response to this solicitation will be voted in favor
of the approval of such firm unless otherwise specified in the proxy. In the
event of a negative vote on such ratification, the Board of Directors will
reconsider its selection. A representative of PricewaterhouseCoopers LLP will be
present at the meeting and available for questions and will have the opportunity
to make a statement if they so desire.

AUDIT FEES

The aggregate fees billed by PricewaterhouseCoopers LLP for professional
services for the audit of the Company's financial statements for the fiscal year
ended November 2, 2001 and the review of financial statements included in the
Company's Forms 10-Q for fiscal 2001 were $88,000.

FINANCIAL INFORMATION SYSTEM DESIGN AND IMPLEMENTATION FEES

PricewaterhouseCoopers LLP did not provide, and it did not bill and it
was not paid any fees for, financial information system design and
implementation services in fiscal 2001.

ALL OTHER FEES

The aggregate fees billed to the Company for all other services rendered
by PricewaterhouseCoopers LLP to the Company in fiscal 2001 were $96,000.

The Audit Committee has determined that the provision of services, in
addition to audit services, rendered by PricewaterhouseCoopers LLP and the fees
paid therefore in fiscal 2001 were compatible with maintaining
PricewaterhouseCoopers LLP's independence.

CUMULATIVE VOTING

Every shareholder, or his proxy, entitled to vote upon the election of
directors may cumulate his or her votes and give one candidate a number of votes
equal to the number of directors to be elected multiplied by the number of votes
to which his or her shares are entitled, or distribute his or her votes on the
same principle among as many candidates as he or she thinks fit. No shareholder
or proxy, however, shall be entitled to cumulate votes unless such candidate or
candidates have been nominated prior to the voting and the shareholder has given
notice at the meeting, prior to the voting, of the shareholder's intention to
cumulate such shareholder's votes. If any one shareholder gives such notice, all
shareholders may cumulate their votes for candidates in nomination. Other than
in connection with the election of directors, an affirmative vote of a majority
of the shares present and voting at the meeting is required for approval of all
items being submitted to the shareholders for their consideration.

SHAREHOLDER PROPOSALS

Proposals of shareholders intended to be presented at the 2003 Annual
Meeting of Shareholders must be received at the Company's principal office no
later than October 11, 2002 in order to be considered for inclusion in the proxy
statement and form of proxy relating to that meeting.

Additionally, if the Company is not provided notice of a shareholder
proposal, which the shareholder has not previously sought to include in the
Company's proxy statement, by December 26, 2002, the Company will be

allowed to use its discretionary voting authority when the proposal is raised at
the meeting, without any discussion of the matter in the proxy statement.

OTHER MATTERS

The Board of Directors is not aware of any matters to be acted upon at
the meeting other than the election of directors and the ratification of the
appointment of PricewaterhouseCoopers LLP. If, however, any other matter shall
properly come before the meeting, the persons named in the proxy accompanying
this statement will have discretionary authority to vote all proxies with
respect thereto in accordance with their best judgment.

FINANCIAL STATEMENTS

The annual report of the Company for the fiscal year ended November 2,
2001 accompanies this proxy statement but is not a part of the proxy
solicitation material.

By order of the Board of Directors

William L. Bridgford
Secretary

February 8, 2002

- -------------------------------------------------------------------------------

FORM 10-K

The Corporation will furnish without charge to each person whose proxy is being
solicited, upon request of any such person, a copy of the Annual Report of the
Corporation on Form 10-K for the fiscal year ended November 2, 2001, as filed
with the Securities and Exchange Commission, including financial statements and
schedules thereto. Such report was filed with the Securities and Exchange
Commission on or about January 30, 2002. Requests for copies of such report
should be directed to the Treasurer, Bridgford Foods Corporation, P.O. Box 3773,
Anaheim, California 92803.

- -------------------------------------------------------------------------------

BRIDGFORD FOODS CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
2002 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 13, 2002

The undersigned shareholder of BRIDGFORD FOODS CORPORATION, a California
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement, each dated February 8, 2002, and hereby
appoints Hugh Wm. Bridgford and Allan L. Bridgford, and each of them, proxies
and attorneys-in-fact, with full power to each of substitution, on behalf and in
the name of the undersigned, to represent the undersigned at the 2002 Annual
Meeting of Shareholders of BRIDGFORD FOODS CORPORATION, to be held on March 13,
2002 at 10:00 a.m., local time, at the Four Points Sheraton, 1500 South Raymond
Avenue, Fullerton, California, and at any adjournment thereof, and to vote all
shares of Common Stock which the undersigned would be entitled to vote if then
and there personally present, on the matters set forth below:

1. ELECTION OF DIRECTORS:
FOR all nominees listed below (except as indicated) [ ] WITHHOLD
AUTHORITY (to vote for all nominees) [ ]

<Table>

Hugh Wm. Bridgford Allan L. Bridgford Robert E. Schulze Paul A. Gilbert
Richard A. Foster Steven H. Price Norman V. Wagner II Paul R. Zippwald
</Table>

If you wish to withhold authority to vote for any individual nominee, strike a
line through that nominee's name in the list below:

<Table>

Hugh Wm. Bridgford Allan L. Bridgford Robert E. Schulze Paul A. Gilbert
Richard A. Foster Steven H. Price Norman V. Wagner II Paul R. Zippwald
</Table>

2. PROPOSAL TO RATIFY APPOINTMENT OF PricewaterhouseCoopers LLP AS THE
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY FOR 2002:
FOR [ ] AGAINST [ ] ABSTAIN [ ]

and in their discretion, upon such other matter or matters that may properly
come before the meeting or any adjournment thereof.

(continued on reverse side)

(continued from reverse side)

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR THE ELECTION OF THE EIGHT DIRECTOR NOMINEES LISTED
ABOVE AND FOR THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP
AS INDEPENDENT PUBLIC ACCOUNTANTS AND AS SAID PROXIES DEEM ADVISABLE ON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

- ------------------------------------------------ # of shares
- ------- Dated:
- ----------------------, 2002
Name (Please Print)

---------------------------
(Signature)

(This Proxy should be
marked, dated and signed by
the shareholder(s) exactly
as his or her name appears
hereon, and returned
promptly in the enclosed
envelope. Persons signing
in a fiduciary capacity
should so indicate. If
shares are held by joint
tenants or as community
property, both should
sign.)