UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended April 29, 2005

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to __________

Commission File Number 0-1667

Bob Evans Farms, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 31-4421866
- ---------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

3776 South High Street, Columbus, Ohio 43207
- ---------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (614) 491-2225

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

Securities registered pursuant to Section 12(g) of the Act:
Common Stock with $.01 par value
--------------------------------
(Title of class)

The Exhibit Index begins at page 27.

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

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

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes (X) No ( )

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter: $829,414,031 as of Oct. 29, 2004.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: 35,431,576 shares of the
registrant's common stock, $.01 par value per share, were outstanding at July 7,
2005.

DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of the registrant's annual report to stockholders for the
fiscal year ended April 29, 2005, are incorporated by reference into
Part II of this Annual Report on Form 10-K.

2. Portions of the registrant's definitive proxy statement for its
annual meeting of stockholders to be held on Sept. 12, 2005, are
incorporated by reference into Part III of this Annual Report on
Form 10-K.

PART I

ITEM 1. BUSINESS.

Bob Evans Farms, Inc. was incorporated on Nov. 4, 1985, under the laws of the
State of Delaware. It is the successor by merger to Bob Evans Farms, Inc., an
Ohio corporation incorporated in 1957.

Bob Evans Farms, Inc. and its direct and indirect subsidiaries, including SWH
Corporation (d/b/a Mimi's Cafe) which was purchased on July 7, 2004, are
collectively referred to as the "company."

The company maintains an Internet Web site at www.bobevans.com (this uniform
resource locator, or URL, is an inactive textual reference only and is not
intended to incorporate the company's Web site into this Annual Report on Form
10-K). The company makes available free of charge on or through its Web site,
its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as soon as reasonably practicable after the company
electronically files such material with, or furnishes it to, the Securities and
Exchange Commission (the "SEC").

The company owns and operates 591 full-service, family restaurants in 21 states.
Bob Evans Restaurants are primarily located in the Midwest, mid-Atlantic and
Southeast regions of the United States, while Owens Restaurants operate in
Texas. In addition, the company operates 92 Mimi's Cafe casual restaurants
located in 13 states, primarily in California and other western states. The
company is also a leading producer and distributor of pork sausage and a variety
of complementary homestyle convenience food items under the Bob Evans and Owens
brand names.

RESTAURANT SEGMENT OPERATIONS

General Information

As of the end of fiscal 2005, the company operated a total of 591 full-service,
family restaurants under the Bob Evans Restaurant, Bob Evans Restaurant &
General Store and Owens Restaurant names (collectively referred to as "Bob Evans
Restaurants") and 92 full-service, upscale family casual restaurants under the
Mimi's Cafe name. The company experienced a same-store sales decrease in its Bob
Evans Restaurants of 3.6 percent in fiscal 2005 as compared to a 1.2 percent
increase during fiscal 2004. Mimi's Cafe provided additional sales of $238.0
million in fiscal 2005.

Bob Evans Restaurants

Bob Evans Restaurants feature a wide variety of homestyle menu offerings
designed to appeal to its diverse customer base, primarily families. Breakfast
entrees, including traditional items and unique specialty offerings, are served
all day. Bob Evans Restaurants are typically open from 6 a.m. until 10 p.m.
Sunday through Thursday, with extended closing hours on Friday and Saturday

for most locations. Bob Evans Restaurants average guest checks for breakfast,
lunch and dinner throughout fiscal 2005 were $6.55, $7.21 and $7.74,
respectively, for an average of $7.14 for all day parts. Approximately 67
percent of total revenues from restaurant operations are generated from 6 a.m.
to 4 p.m., with the balance generated from 4 p.m. to closing. Sales on Saturday
and Sunday account for approximately 39 percent of a typical week's revenues.

Bob Evans Restaurants are supplied with food and other inventory items (other
than sausage products and related meat items) by five independent food and
non-food distributors twice a week. Mattingly Foods, Inc. ("Mattingly"), which
has served as one of the company's distributors for more than 30 years,
purchases various restaurant supplies, food products and other items from a
group of suppliers approved by the company and distributes them on a cost-plus
basis to a substantial majority of Bob Evans Restaurants. Although Mattingly
furnishes most products to these restaurants, the company believes the products
can be readily supplied by other distributors and has not experienced any
material or continued shortage of the products distributed by Mattingly. Sausage
products and other Bob Evans meat items are supplied by the company to each Bob
Evans Restaurant by the company's driver-salesmen, with the exception of the
restaurants located in Florida, Kansas, Massachusetts, Mississippi, New York,
North Carolina, South Carolina and Tennessee and parts of Kentucky, Michigan,
Missouri, Pennsylvania, Virginia and West Virginia, which are supplied by the
aforementioned food distributors.

Mimi's Cafe Restaurants

Mimi's Cafe restaurants offer a wide selection of high-quality food in an upbeat
and sophisticated atmosphere reminiscent of New Orleans cafes and European
bistros. With a per guest average check of $9.86 overall and $8.48, $9.73 and
$10.82 for breakfast, lunch and dinner, respectively, throughout fiscal 2005,
the concept combines elements of an upscale casual experience with broad
everyday appeal. More than 100 freshly prepared breakfast, lunch and dinner
items are featured on the menu including American comfort foods, ethnic cuisine
and seafood favorites. Beer and wine are also served and account for
approximately 3.5 percent of Mimi's Cafe sales. The restaurants are generally
open from 7 a.m. to 11 p.m., with breakfast being served until 11 a.m.
Approximately 58 percent of total revenues from Mimi's Cafe restaurant
operations are generated from 7 a.m. to 4 p.m., with the balance generated from
4 p.m. to closing. Sales on Saturday and Sunday account for approximately 37
percent of a typical week's revenues.

The company operates an approximately 25,000-square-feet prep kitchen in
Fullerton, Calif., that prepares signature muffin mixes, dressings, sauces and
soups for Mimi's Cafe restaurants and third parties. By producing more than 40
different items, the prep kitchen allows the company to maintain a consistent
flavor profile for the concept's extensive menu.

PFG Customized Distribution, a national food distributor, serves as the primary
food supplier for Mimi's Cafe restaurants. While most products are shipped to
Mimi's Cafe restaurants from one of three central distribution warehouses two
times per week, produce, breads and dairy items are delivered to each restaurant
four to five times per week to ensure freshness. Additionally, items are
purchased in bulk for the company's prep kitchen. The company believes that all
essential

food and beverage products are available, or upon short notice can be made
available, from qualified alternative suppliers in all cities where our
restaurants are located.

The following table sets forth the number, type and location of restaurants
operated by the company as of the end of the 2005 fiscal year.

RESTAURANTS IN OPERATION AT APRIL 29, 2005

Bob Evans
Restaurants
Bob Evans & General Owens Mimi's Total
Restaurants Stores Restaurants Cafes Restaurants
----------- ------ ----------- ----- -----------

Arizona 10 10
California 49 49
Colorado 7 7
Delaware 6 6
Florida 47 5 52
Illinois 20 20
Indiana 62 62
Iowa 1 1
Kansas 4 2 6
Kentucky 22 22
Maryland 29 29
Michigan 53 53
Mississippi 1 1
Missouri 21 1 2 24
Nebraska 1 1
Nevada 4 4
New Jersey 4 4
New Mexico 1 1
New York 13 13
North Carolina 16 16
Ohio 190 2 1 193
Oklahoma 2 2
Pennsylvania 36 1 37
South Carolina 4 1 5
Tennessee 4 1 5
Texas 9 4 13
Utah 4 4
Virginia 16 16
West Virginia 26 1 27
-------- ------ ------- ----- --------
TOTAL 575 7 9 92 683
======== ====== ======= ===== ========

During fiscal 2005, the company opened 37 new Bob Evans Restaurants and 11 new
Mimi's Cafes. The majority of the new Bob Evans Restaurants are located in the
company's core markets, primarily in the Midwest and on the East Coast. Mimi's
Cafe expansion is targeted in convenient, high-traffic areas in new and existing
regional markets that support the concept.

The company has typically opened Bob Evans Restaurants in areas where a strong
consumer awareness and acceptance of its sausage products have been established
over the years. It has deviated from this practice only in Florida, Mississippi,
North Carolina and South Carolina, where the company's driver-salesmen do not
distribute Bob Evans Sausage for retail sale.

Also, during fiscal 2005, the company rebuilt 10 Bob Evans Restaurants and
remodeled 51 Bob Evans Restaurants and one Mimi's Cafe to various degrees. The
company believes that rebuilding its older restaurants increases customer
satisfaction and same-store sales.

From time to time, restaurants are evaluated and closed due to a changing
market, poor performance or a change in access or building safety. During fiscal
2005, four traditional Bob Evans Restaurants were closed in Westborough, Mass.,
Wyoming, Mich., Springdale, Ohio, and Charleston, W.Va., due to their inability
to perform to company expectations.

Seasonality

Certain Bob Evans Restaurants located near major interstate highways generally
experience increased revenues during the summer travel season. Conversely,
Mimi's Cafe restaurant business traditionally tends to be slightly lower in the
summer months compared to the other seasons of the year.

Restaurant Expansion

During fiscal 2006, the company plans to build and open approximately 20 new Bob
Evans Restaurants, most of which will be constructed in the company's
established markets, and 15 new Mimi's Cafe restaurants in California, Florida
and Ohio, as well as five states new to the concept: Arkansas, Georgia,
Illinois, South Carolina and Tennessee. Future restaurant growth will depend on
the availability of sites at prices that are projected to meet or exceed the
company's desired returns, as well as growth trends in consumer demand for the
company's restaurant concepts. During fiscal 2006, the company plans to rebuild
14 Bob Evans Restaurants and remodel approximately 50 Bob Evans Restaurants and
two Mimi's Cafe restaurants to various degrees, ranging from major remodels and
expansions to minor equipment and decor updates. The restaurant remodel/rebuild
plan, which requires significant capital expenditures, demonstrates the
company's commitment to customer service and satisfaction. Restaurant capital
expenditures for fiscal 2006 are estimated to be approximately $112 million
compared to $133 million in fiscal 2005.

Carryout Business

During fiscal 2005, carryout business in Bob Evans Restaurants accounted for
approximately 6.4 percent of the concept's total revenues. To increase carryout
business and customer satisfaction, the company continues to include an enhanced
carryout area in all new Bob Evans Restaurant locations. Through dedicated
staffing and facilities, this allows us to not only better serve carryout
customers, but also increase eat-in dessert sales as a result of the awareness
generated by the added dessert case. While the company's restaurants do not
offer drive-through service, the company is currently testing curb-side carryout
in select Bob Evans Restaurants. Carryout at Mimi's Cafes accounted for 3.4
percent of its sales. The company plans to expand carryout business during
fiscal 2006 by enhancing marketing programs to increase consumer awareness.

Retail Sales of Goods

The company offers retail gifts, food items and other novelties for sale on a
limited basis in its traditional Bob Evans Restaurants Corner Cupboard areas and
on a much larger scale in its seven Bob Evans Restaurants & General Stores. The
company introduced retail Corner Cupboards in new Bob Evans Restaurants,
rebuilds and 18 existing Bob Evans Restaurants during fiscal 2005. Continuing
the success of this program, the company plans to include Corner Cupboard retail
areas during fiscal 2006 in all new and rebuilt Bob Evans Restaurants, as well
as five existing restaurants, which will bring the total to approximately 423
restaurants at year-end. Retail sales accounted for 1.9 percent of Bob Evans
Restaurant sales in fiscal 2005.

Competition

The company's restaurant segment is engaged in an intensely competitive
business. The company's restaurants compete for favorable expansion sites and
customers with both local and national family, casual and fast-food restaurant
chains, as well as with individual restaurant operators. Competition in the
restaurant industry lies in price/value, menu variety, relevance and brand
image, as well as locations and operating personnel. The company's restaurant
segment sales are not a significant factor in the overall restaurant business in
the company's market areas.

Labor and Fringe Benefit Expense

Labor and fringe benefit expense in the restaurant segment accounted for 40.9
percent of sales in fiscal 2005 as compared to 39.6 percent in fiscal 2004. The
increase in 2005 was attributable mainly to an increased focus on customer
service initiatives and higher health insurance costs. Also contributing to the
increase was the fact that wages were not as well leveraged due to
lower-than-expected same-store sales.

Sources and Availability of Raw Materials

Menu mix in the restaurant segment is varied enough that raw materials
historically have been readily available. However, some food products may be in
short supply during certain seasons and raw material prices often fluctuate
according to availability. Cost of sales accounted for approximately 25.9
percent of restaurant segment sales during fiscal 2005, in comparison with 24.4
percent during fiscal 2004, primarily due to the inclusion of Mimi's Cafe
restaurants and

generally higher commodity costs in fiscal 2005. Food cost at Mimi's Cafe
restaurants tends to be higher due to a greater portion of sales derived from
lunch and dinner items, which carry higher food costs, as well as a different
positioning strategy than Bob Evans Restaurants. Restaurant segment food costs
were also impacted by higher commodity prices and the impact of initiatives to
enhance customers' value perceptions at Bob Evans Restaurants. The company
anticipates that food costs may be near fiscal 2005 levels during fiscal 2006.

Marketing

The company spent approximately $38 million marketing the restaurant segment
during its 2005 fiscal year. Approximately 76 percent of the marketing dollars
were spent on television, radio, print and outdoor advertising to build and
maintain Bob Evans Restaurant brand awareness. The remaining 24 percent was
spent primarily on in-store merchandising/menus, kids' marketing programs and
local-store marketing for Bob Evans Restaurants. Value initiatives, including
coupons and price promotion, were used during fiscal 2005 to increase trial and
frequency in light of lower same-store sales. The company expects marketing
expense as a percent of sales for fiscal 2006 to be slightly lower than fiscal
2005 levels. Mimi's Cafe relies more heavily on word-of-mouth and local store
marketing rather than other advertising mediums and plans to continue this
practice in fiscal 2006.

Research and Development

The company is continuously testing new food items in its search for new and
improved menu offerings to appeal to its customer base and to satisfy changing
eating trends. Product development for Bob Evans Restaurants has been
concentrated on unique homestyle options, as well as quality enhancements to
some of the company's best-selling items to keep the menu fresh and relevant.

At the beginning of fiscal 2006, slow-roasted pork and turkey entrees were
introduced in all Bob Evans Restaurants. Cooked for hours in-store, these
comfort food entrees are the initial offerings planned for this category, which
will be first supported with television advertising in late fall of 2006.
Additionally, new, kid-friendly menu items and educational activities are
updated monthly to keep the children's program fresh. Mimi's Cafe also continues
to add new menu items to keep its menu fresh and exciting. Research and
development expenses, to date, have not been material.

Trademarks, Service Marks and Licenses

The company maintains various trademarks and service marks in connection with
its restaurant operations, such as Bob Evans Restaurants, Mimi's Cafe, Breakfast
Savors and Lunch Savors. These trademarks and service marks are renewed
periodically and the company believes that they adequately protect the various
products and services to which they relate. The operations of the restaurant
segment of the company are not dependent upon any patents, franchises or
concessions.

FOOD PRODUCTS SEGMENT OPERATIONS

Principal Products and Procurement Methods

The company's traditional business in its food products segment is the
production, distribution and sale of approximately 40 varieties of fresh, smoked
and fully cooked pork sausage and ham products under the brand names of Bob
Evans, Owens Country Sausage and Country Creek Farm. In addition to the
company's well-known meat offerings, the company also sells a number of other
complementary food items in the frozen and refrigerated areas of grocery stores.
During fiscal 2005, the company expanded its Bob Evans food products offerings
by introducing refrigerated Bob Evans Special Recipe Macaroni & Cheese; Large
Sausage Cheeseburger Snackwiches; Bacon, Egg and Cheese Burrito Snackwiches; and
frozen Sausage Gravy and Biscuits. Several items in the Bob Evans and Owens
product lines, including Snackwiches, are microwaveable convenience items for
meals and snacks. New offerings, such as refrigerated potato and macaroni and
cheese side items, as well as reformulated Express fully cooked sausage links,
have been well-received and continue to grow as a percentage of the company's
food products volume.

The company continues to devote time and effort on both new product development
and sales of its retail products to institutional and foodservice purchasers.
Specialty items for the company's institutional and foodservice customers are
made to their specifications and include sausage links and patties, sausage
gravy and biscuit sandwiches. Although foodservice sales do not generate margins
as high as sales of branded items, they provide the company with incremental
volume in its production plants. During fiscal 2005, foodservice sales accounted
for approximately 9 percent of the company's food products pounds sold compared
to 10 percent in fiscal 2004. Foodservice sales are expected to remain
relatively constant in fiscal 2006.

The following table depicts the percentage of the company's food products
segment revenues generated through sales of its Bob Evans and Owens Country
Sausage products during the last three fiscal years.

Percentage of Food Products Segment Revenues

FISCAL YEAR ENDED
------------------------------------------------
APRIL 29, 2005 APRIL 30, 2004 APRIL 25, 2003
-------------- -------------- --------------

Sales of Bob Evans 78% 79% 78%
Products

Sales of Owens 22% 21% 22%
Country Sausage
Products

The company's retail pork sausage products are produced in the company's seven
processing plants located in Galva, Ill.; Hillsdale, Mich.; Bidwell, Springfield
and Xenia, Ohio; and Sulphur Springs and Richardson, Texas. The Bidwell,
Springfield, Hillsdale and Richardson plants also

manufacture the products sold to foodservice customers. The company operates a
distribution center in Springfield, Ohio, which serves as a hub for the
company's direct store distribution system.

The company procures live hogs at prevailing market prices from terminals, local
auctions, country markets and corporate and family farms in Illinois, Indiana,
Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Carolina, Ohio,
Oklahoma, Pennsylvania, South Dakota, West Virginia, Wisconsin, Texas and
Canada. Live hogs procured in these markets are purchased by an employee of the
company and are then transported overnight directly from the various markets and
farms from which they were purchased to one of the company's processing plants
where they are slaughtered and processed into various pork sausage products.
These products, in turn, are shipped daily from the processing plants for
distribution to the company's customers. The company generally has not
experienced difficulty in procuring live hogs for its sausage products. The
company has not traditionally contracted in advance for the purchase of live
hogs, although it has done so with limited quantities in fiscal 2005 and will
continue to do so with limited quantities in fiscal 2006.

Distribution Methods

Products distributed under the Bob Evans brand name are distributed to retail
customers in two ways:

(1) Primarily, the direct store delivery system is used for the retail
distribution of the sausage and other refrigerated products bearing the
Bob Evans brand name. Ninety driver-salesmen, driving company-owned
refrigerated trucks, deliver the company's products directly to more than
5,500 grocery stores.

(2) On a smaller scale, the company uses alternate distribution methods for
its refrigerated and frozen food products through warehouses and
distributors, which makes the products available to approximately 4,600
additional grocery stores. An eight-person sales team works directly for
the company and is supported by outside brokers and distributors.

The marketing territory for Bob Evans brand products includes Delaware, the
District of Columbia, Illinois, Indiana, Maryland, Michigan and Ohio as well as
portions of Alabama, Georgia, Kansas, Kentucky, Iowa, Missouri, New Jersey, New
York, North Carolina, Pennsylvania, South Carolina, Tennessee, Virginia, West
Virginia and Wisconsin.

Owens Country Sausage products are distributed to more than 5,500 retail
customers in two ways:

(1) Company-owned transport trucks deliver directly to most major supermarket
chain warehouse distribution centers in the Owens' market areas.
Thereafter, the products are shipped to individual grocery stores.

(2) Nineteen driver-salesmen, driving company-owned refrigerated trucks and
various broker networks deliver products to grocery stores.

Country Creek Farm brand products are distributed to many of the same retailers
through the above-mentioned Owens distribution methods.

The marketing territory for Owens brand products includes Arizona, Arkansas,
Colorado, Louisiana, New Mexico, Oklahoma and Texas, and portions of Kansas,
Mississippi, Missouri, Nevada, Oregon and Utah.

Distribution to the company's foodservice customers is accomplished through food
brokers and distributors.

Inventory Levels

Most of the company's food products are highly perishable and require proper
refrigeration. Shelf life of the products ranges from 18 to 49 days for
refrigerated products. Due to the highly perishable nature and short shelf life
of the company's food products, the company's processing plants normally process
only enough product to fill existing orders. Therefore, the company maintains
minimal inventory levels because such products are generally manufactured only
to meet existing demand and are delivered to retail outlets within three days
after processing.

Trademarks and Service Marks

The company maintains various trademarks and service marks in connection with
its food products operations, such as Snackwiches, Brunch Bowls and Border
Breakfasts, that identify various Bob Evans and Owens Country Sausage products.
These trademarks and service marks are renewed periodically and the company
believes that they adequately protect the brand names of the company. The
operations of the food products segment of the company are not dependent upon
any patents, licenses, franchises or concessions.

Competition

The sausage business is highly competitive. The company competes primarily on
the basis of the price and quality of its sausage products. The company uses
high-quality ingredients to manufacture products that reflect the company's
homestyle image and heritage. The company is in direct competition with a large
number and variety of producers and wholesalers of similar products, including
local and national companies. Although many such competitors have substantially
greater financial resources and higher sales volumes, the company believes that
sales of its products constitute a significant portion of sales of sausage of
comparable price and quality in the majority of its core market areas.

Seasonality

More pounds of fresh sausage are typically sold during the colder months from
October through April. The company continues to promote products for outdoor
grilling in an attempt to create more volume during the summer months.

Marketing

During the 2005 fiscal year, the company spent approximately $9 million
marketing its food products under the Bob Evans and Owens brand names.
Approximately 65 percent of this amount was spent on broadcast media programs to
build and maintain brand awareness and the remaining 35 percent was spent on
other promotional activities.

Dependence on a Single Customer

Bob Evans and Owens products are available to more than 50 percent of the
population of the continental United States through more than 15,600 retail
grocery stores. The company's food products segment is not dependent upon a
single customer or group of affiliated customers.

Sales on Credit; Aged Product

The company typically allows seven- to 30-day terms on the sales of its food
products. The company has not experienced any significant bad debt problems, nor
has the return of aged product had a significant effect on the company.

Sources and Availability of Raw Materials

The company is dependent upon the availability of live hogs to produce its pork
sausage and ham products. Historically, the company has not experienced
shortages in the number of hogs available at prevailing market prices. The live
hog market is highly cyclical in terms of the number of hogs available and the
current market price. The live hog market is also dependent upon supply and
demand for pork products and corn production, since corn is the major food
supply for hogs. The company experienced 33.2 percent and 43.6 percent increase
in hog costs in fiscal 2005 and 2004, respectively.

Expansion of Distribution Area

The company is currently evaluating additional markets for possible expansion,
which could occur during fiscal 2006 or later.

Profit Margins Related to Sausage Production

Profit margins relating to sausage production are normally more favorable during
periods of lower live hog costs. During fiscal 2005, hog prices averaged $50.60
per hundredweight as compared to $37.99 per hundredweight during fiscal 2004.
The company believes live hog costs will be at higher-than-historical levels in
fiscal 2006.

GENERAL

Employees

The company employed 51,349 persons in the restaurant segment and 1,209 persons
in the food products segment as of April 29, 2005.

Compliance with Environmental Protection Requirements

The company does not anticipate that compliance with federal, state and local
provisions which have been enacted or adopted to regulate the discharge of
materials into the environment, or which otherwise relate to the protection of
the environment, will have a material effect upon the capital expenditures,
earnings or the competitive position of the company.

Sales, Operating Profit and Identifiable Assets

The following table sets forth information regarding revenues, operating profit
and identifiable assets of the company's restaurant segment and food products
segment for each of the last three fiscal years.

FISCAL YEAR ENDED
(Dollars in thousands)
April 29, April 30, April 25,
2005 2004 2003
----------- --------- ---------

Sales:
Restaurant Operations: $1,230,301 $984,896 $902,345
Intersegment Sales of
Food Products: $ 40,009 $ 35,272 $ 30,828
Food Products (excluding
intersegment sales): $ 229,894 $213,101 $188,992

Operating Income:
Restaurant Operations: $ 57,710 $ 95,878 $ 92,896
Food Products: $ 9,196 $ 17,423 $ 24,237

Identifiable Assets:
Restaurant Operations: $1,041,386 $749,599 $680,843
Food Products: $ 79,608 $ 76,933 $ 65,472

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Statements in this report that are not historical facts are forward-looking
statements and are based on current expectations. Forward-looking statements
involve various important assumptions, risks and uncertainties. Actual results
may differ materially from those predicted by the forward-looking statements
because of various factors and possible events, including, without limitation:

- Changing business and/or economic conditions, including energy costs

- Competition in the restaurant and food products industries

- Ability to control restaurant operating costs, which are impacted by
market changes in the cost or availability of labor and food,
minimum wage and other employment laws, fuel and utility costs and
general inflation

- Changes in the cost or availability of acceptable new restaurant
sites

- Adverse weather conditions in locations where the company operates
its restaurants

- Consumer acceptance of changes in menu, price, atmosphere and/or
service procedures

- Consumer acceptance of the company's restaurant concepts in new
geographic areas

- Changes in hog and other commodity costs

There is also the risk that the company may incorrectly analyze these risks or
that the strategies developed by the company to address them will be
unsuccessful.

Additional discussion of these factors is included in the company's periodic
filings with the SEC. Forward-looking statements speak only as of the date on
which they are made, and the company undertakes no obligation to update any
forward-looking statement to reflect circumstances or events that occur after
the date on which the statement is made to reflect unanticipated events. All
subsequent written and oral forward-looking statements attributable to the
company or any person acting on behalf of the company are qualified by the
cautionary statements in this section.

ITEM 2. PROPERTIES.

The following provides a brief summary of the location and general character of
the company's principal plants and other physical properties as of April 29,
2005.

The company owns its principal executive offices located at 3776 S. High St.,
Columbus, Ohio. The company also owns a 937-acre farm located in Rio Grande,
Ohio, and a 30-acre farm located in Richardson, Texas. The two farm locations
support the company's heritage and image through educational and recreational
tourist activities. The properties for Mimi's Cafe corporate office in Tustin,
Calif., and the Fullerton, Calif., prep kitchen are leased.

Restaurant Segment

Of the 591 Bob Evans Restaurants operated by the company, 516 properties are
owned by the company and 75 are leased from unaffiliated persons. All of the
properties for Mimi's Cafe restaurants are leased from unaffiliated persons. Ten
additional lease agreements have been signed for Bob Evans Restaurants and six
additional lease agreements have been signed for

Mimi's Cafe restaurants to be built during fiscal 2006. All lease agreements
contain either multiple renewal options or options to purchase.

Food Products Segment

The food products segment has seven sausage-manufacturing plants located in
Galva, Ill.; Hillsdale, Mich.; Bidwell, Springfield, and Xenia, Ohio; and
Sulphur Springs and Richardson, Texas; and a distribution center in Springfield,
Ohio. All of these properties are owned by the company. The company believes
that its manufacturing facilities have adequate capacity to serve their intended
purpose at this time and in the foreseeable future.

The company owns regional sales offices in Westland, Mich., and Tyler, Texas. In
addition, the company leases various other locations throughout its marketing
territory which serve as regional and divisional sales offices.

ITEM 3. LEGAL PROCEEDINGS.

There are no pending legal proceedings to which the company or any of its
subsidiaries is a party or to which any of their respective properties are
subject, except routine legal proceedings to which they are parties incident to
their respective businesses. None of such proceedings are considered by the
company to be material.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

EXECUTIVE OFFICERS OF BOB EVANS FARMS, INC.

The following table sets forth the executive officers of Bob Evans Farms, Inc.
and certain information with respect to each executive officer as of July 13,
2005. The executive officers are appointed by and serve at the pleasure of the
board of directors.

Principal Occupations for Past Five Years and Other
Name Age Information
- ---- --- -----------

Russell W. Bendel (1) 51 President, Chief Executive Officer and director of SWH
Corporation (d/b/a Mimi's Cafe) since April 2004; President and
director of SWH Corporation from June 2001 to April 2004;
President of Roy's Restaurants, a joint venture of Outback
Steakhouse, Inc. and restaurateur Roy Yamaguchi, from July 1999
to May 2001; officer of Bob Evans Farms, Inc. since the
acquisition of SWH Corporation on July 7, 2004.
Scott D. Colwell 47 Senior Vice President of Marketing of Bob Evans Farms, Inc. since
2000; 4 years as an officer of Bob Evans Farms, Inc.
Mary L. Cusick 49 Senior Vice President of Investor Relations and Corporate
Communications since 2000; 14 years as an officer of Bob Evans
Farms, Inc.
Joe L. Gillen 54 Senior Vice President of Restaurant Operations since 1993; 16
years as an officer of Bob Evans Farms, Inc.
Randall L. Hicks 45 Executive Vice President of Restaurant Operations since 2004;
Senior Vice President of Restaurant Operations 2003 to 2004; Vice
President of Restaurant Operations from 1994 to 2003; 10 years as
an officer of Bob Evans Farms, Inc.
Stewart K. Owens 50 Chairman of the Board, Chief Executive Officer, President and
Chief Operating Officer since 2001; Chief Executive Officer,
President and Chief Operating Officer from 2000 to 2001; 14 years
as an officer of Bob Evans Farms, Inc.
Donald J. Radkoski 50 Chief Financial Officer, Treasurer and Secretary since 2000; 16
years as an officer of Bob Evans Farms, Inc.
Tod P. Spornhauer 39 Senior Vice President of Finance, Controller, Assistant Treasurer
and Assistant Secretary since 2003; Vice President of Finance and
Controller from 1998 to 2003; 6 years as an officer of Bob Evans
Farms, Inc.
Roger D. Williams 54 Executive Vice President of Food Products Division since 1997; 24
years as an officer of Bob Evans Farms, Inc.

(1) Pursuant to the terms of the acquisition of SWH Corporation on July 7, 2004,
Mr. Bendel and SWH Corporation entered into an employment agreement pursuant to
which Mr. Bendel maintained his position as the President and Chief Executive
Officer of SWH Corporation.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER REPURCHASES OF EQUITY SECURITIES.

In accordance with General Instruction G(2), the information called for in Item
201(a) through (c) of Regulation S-K is incorporated herein by reference to Note
I, Quarterly Financial Data (Unaudited), to the company's consolidated financial
statements located on page 25 of the Bob Evans Farms, Inc. Annual Report to
Stockholders for the fiscal year ended April 29, 2005 ("the 2005 Annual Report
to Stockholders").

Bob Evans Farms, Inc. did not purchase any of its common stock during the three
fiscal months ended April 29, 2005. In May 2004, the board of directors of Bob
Evans Farms, Inc. authorized a share repurchase program for fiscal 2005. The
program authorized Bob Evans Farms, Inc. to repurchase, through April 29, 2005,
up to 2 million shares of its outstanding common stock. During fiscal 2005, Bob
Evans Farms, Inc. did not repurchase any shares under this program. The share
repurchase program for fiscal 2005 expired on April 29, 2005. In May 2005, the
board of directors authorized a share repurchase program for fiscal 2006. The
program authorizes Bob Evans Farms, Inc. to repurchase, through April 28, 2006,
up to 2 million shares of its outstanding common stock.

ITEM 6. SELECTED FINANCIAL DATA.

In accordance with General Instruction G(2), the financial information for
fiscal years 2001 through 2005 contained under the sub caption Consolidated
Financial Review, located on page 13 of the 2005 Annual Report to Stockholders,
is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.

In accordance with General Instruction G(2), the information contained under the
caption Management's Discussion and Analysis of Selected Financial Information
and Management's Discussion of Risk Factors, located on pages 30 through 36 of
the 2005 Annual Report to Stockholders, is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As noted in Note A, Summary of Significant Accounting Policies, to the company's
consolidated financial statements, located on pages 18 through 20 of the 2005
Annual Report to Stockholders, Bob Evans Farms, Inc. does not use derivative
financial instruments for speculative purposes.

Bob Evans Farms, Inc. maintains its cash and cash equivalents in financial
instruments with maturities of three months or less when purchased.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The company's consolidated financial statements and the independent registered
public accounting firm's report thereon included on pages 14 through 29 of the
2005 Annual Report to Stockholders are incorporated herein by reference.

The Quarterly Financial Data (Unaudited) included in Note I to the company's
consolidated financial statements, located on page 25 of the 2005 Annual Report
to Stockholders, is also incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

No response required.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

With the participation of Bob Evans Farms, Inc.'s management, including its
principal executive officer and principal financial officer, Bob Evans Farms,
Inc. has evaluated the effectiveness of its disclosure controls and procedures
(as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the
"Exchange Act")) as of the end of the period covered by this Annual Report on
Form 10-K. Based upon that evaluation, Bob Evans Farms, Inc.'s principal
executive officer and principal financial officer have concluded that:

- - information required to be disclosed by Bob Evans Farms, Inc. in this
Annual Report on Form 10-K would be accumulated and communicated to Bob
Evans Farms, Inc.'s management, including its principal executive officer
and principal financial officer, as appropriate to allow timely decisions
regarding required disclosure;

- - information required to be disclosed by Bob Evans Farms, Inc. in this
Annual Report on Form 10-K would be recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms;
and

- - Bob Evans Farms, Inc.'s 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 Bob Evans Farms, Inc. and its
consolidated subsidiaries is made known to them, particularly during the
period for which the periodic reports of Bob Evans Farms, Inc., including
this Annual Report on Form 10-K, are being prepared.

Management's Annual Report on Internal Control Over Financial Reporting

"Management's Report on Internal Control Over Financial Reporting" located on
page 27 of the 2005 Annual Report to Stockholders is incorporated herein by
reference.

Attestation Report of the Registered Public Accounting Firm

The "Report of Ernst & Young LLP, Independent Registered Public Accounting Firm"
on page 28 of the 2005 Annual Report to Stockholders is incorporated herein by
reference.

Changes in Internal Control Over Financial Reporting

There were no significant changes during the period covered by this Annual
Report on Form 10-K in Bob Evans Farms, Inc.'s internal control over financial
reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have
materially affected, or are reasonably likely to materially affect, its internal
control over financial reporting.

ITEM 9B. OTHER INFORMATION.

No disclosure required.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

In accordance with General Instruction G(3), the information contained under the
captions "PROPOSAL 1: ELECTION OF DIRECTORS," "SECTION 16(a) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE" and "THE BOARD AND COMMITTEES OF THE BOARD"
under the subcaption "Directors Serving on Boards of Other Public Companies" in
Bob Evans Farms, Inc.'s definitive proxy statement relating to the annual
meeting of stockholders to be held on Sept. 12, 2005 (the "2005 Proxy
Statement"), is incorporated herein by reference. The information regarding
executive officers required by Item 401 of Regulation S-K is included in Part I
hereof under the caption "Executive Officers of Bob Evans Farms, Inc." Also,
information concerning Bob Evans Farms, Inc.'s audit committee and the
determination by Bob Evans Farms, Inc.'s board of directors that at least one
member of the audit committee qualifies as an "audit committee financial expert"
is incorporated herein by reference to the 2005 Proxy Statement, under "THE
BOARD AND COMMITTEES OF THE BOARD" under the subcaptions "Independence of
Directors" and "Committee Membership."

The board of directors of Bob Evans Farms, Inc. has adopted a Code of Conduct,
that applies to all directors, officers and employees, including its principal
executive officer, principal financial officer and controller. The Code of
Conduct is available at www.bobevans.com in the "Investors" section under
"Corporate Governance". To receive a copy of the Code of Conduct at no cost,
contact the human resources department at (800) 272-7675. Also, any amendments
to certain provisions of the Code of Conduct or waivers of such provisions
granted to executive officers and directors will be disclosed on the Web site
within five business days following the date of such amendment or waiver.

ITEM 11. EXECUTIVE COMPENSATION.

In accordance with General Instruction G(3), the information contained under the
captions "COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS" (including the
information appearing under the sub captions "SUMMARY COMPENSATION TABLE,"
"Grants of Options," "OPTION GRANTS IN FISCAL 2005," "Option Exercises and
Holdings,"

"AGGREGATE OPTION EXERCISES IN FISCAL 2005 AND FISCAL YEAR-END OPTION VALUES,"
"Change in Control and Severance Arrangements," "Employment Agreement,"
"Supplemental Executive Retirement Plan," "401(k) Plan and Executive Deferral
Program," "Other Benefits and Compensation" and "Compensation of Directors") in
the 2005 Proxy Statement is incorporated herein by reference. Neither the report
of the compensation committee of the Bob Evans Farms, Inc. board of directors on
executive compensation nor the performance graph included in the 2005 Proxy
Statement shall be deemed to be incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

In accordance with General Instruction G(3), the information called for in this
Item 12 regarding the security ownership of certain beneficial owners and
management is incorporated herein by reference to the information under the
caption "STOCK OWNERSHIP" in the 2005 Proxy Statement.

The information called for in this Item 12 regarding securities authorized for
issuance under equity compensation plans is included in the following section.

EQUITY COMPENSATION PLAN INFORMATION

Bob Evans Farms, Inc. has three compensation plans under which it may issue
equity securities to its directors, officers and employees in exchange for goods
or services:

- - the Bob Evans Farms, Inc. First 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") and

- - the Bob Evans Farms, Inc. First Amended and Restated 1998 Stock Option and
Incentive Plan (the "1998 Stock Option Plan").

At April 29, 2005, there were outstanding stock options issued under the 1992
Stock Option Plan and the 1998 Stock Option Plan as well as under the Bob Evans
Farms, Inc. 1991 Incentive Stock Option Plan (the "1991 Stock Option Plan") and
the 1994 Long Term Incentive Plan (the "1994 LTIP"). Bob Evans Farms, Inc. can
no longer grant awards under the 1991 Stock Option Plan or the 1994 LTIP. Each
of the previously mentioned plans was approved by Bob Evans Farms, Inc.'s
stockholders.

The following table shows, as of April 29, 2005, the number of common shares
issuable upon exercise of outstanding stock options, the weighted average
exercise price of those stock options and the number of common shares remaining
for future issuance under the plans, excluding shares issuable upon exercise of
outstanding stock options.

(a) (b) (c)
Number of securities
Number of securities remaining available for
to be issued upon Weighted-average future issuance under
exercise of exercise price of equity compensation plans
outstanding options, outstanding options, (excluding securities
Plan Category warrants and rights warrants and rights reflected in column (a))
- ------------- ------------------- ------------------- ------------------------

Equity compensation plans
approved by security holders
3,337,737(1) $24.29 978,294(2)
Equity compensation plans not
approved by security holders
N/A N/A N/A
--------- ------ -------

Total 3,337,737(1) $24.29 978,294(2)
--------- ------ -------

(1) Includes:

- 853 common shares issuable upon exercise of options granted under the
1991 Stock Option Plan,

- 196,503 common shares issuable upon exercise of options granted under
the 1992 Stock Option Plan,

- 155,051 common shares issuable upon exercise of options granted under
the 1994 LTIP and

- 2,985,330 common shares issuable upon exercise of options granted under
the 1998 Stock Option Plan

(2) Includes:

- 168,116 common shares remaining available for issuance under the 1992
Stock Option Plan,

- 111,340 common shares remaining available for issuance under the 1993
LTIP and

- 698,838 common shares remaining available for issuance under the 1998
Stock Option Plan

The 1993 LTIP authorizes the grant of performance awards if Bob Evans Farms,
Inc.'s actual performance level (i.e., the amount by which its consolidated net
income for the fiscal year exceeds its consolidated net income for the
immediately preceding fiscal year) exceeds a threshold performance level
established by the compensation committee for that fiscal year. Each performance
award is equal to a percentage of the participant's compensation, not in excess
of 8 percent, determined through a formula described in the 1993 LTIP. The
dollar amount of each participant's performance award is converted into a number
of common shares based on the fair market value of a common share as of the
close of business on the last day of the applicable fiscal year. If the
participant has not satisfied the vesting requirements described in the 1993
LTIP, the common shares issued will be restricted and subject to forfeiture.

The 1994 LTIP authorized the award of performance share awards in addition to
stock options. Performance share awards were to be paid in cash, common shares
or a combination of cash and common shares if Bob Evans Farms, Inc.'s
performance (or the performance of any subsidiary selected by the compensation
committee) met certain goals established by the compensation committee. In
addition to establishing performance goals, the compensation committee
determined the length of a performance period, the maximum value of a
performance share

award and the minimum performance required before a payment would be made. The
1994 LTIP did not allocate a specific portion of the common shares available for
issuance under the plan to the award of stock options or performance share
awards. As of April 14, 2004, the last date by which awards could be granted
under the 1994 LTIP, no performance share awards had been issued.

The 1998 Stock Option Plan authorizes the award of performance share awards and
restricted stock in addition to stock options. The performance share awards
authorized under the 1998 Stock Option Plan have the same terms as the
performance share awards described above with respect to the 1994 LTIP. Awards
of restricted stock consist of awards of common shares that may be subject to
forfeiture, restrictions on transfer and other specified conditions as
determined by the compensation committee. Participants are not required to pay
for the common shares covered by the restricted stock award, except as otherwise
provided by applicable law.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

No response required.

PART IV

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

In accordance with General Instruction G(3), the information contained under
"PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM" under the subcaptions "Pre-Approval of Services Performed by
the Independent Registered Public Accounting Firm" and "Fees of the Independent
Registered Public Accounting Firm" in the 2005 Proxy Statement is incorporated
herein by reference.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)(1) Financial Statements

For a list of all financial statements included with this Annual
Report on Form 10-K, see the "Index to Financial Statements" at
page 26.

(a)(2) Financial Statement Schedules

All schedules for which provision is made in the applicable
accounting regulations of the SEC are not required under the
related instructions or are inapplicable and, therefore, have
been omitted.

(a)(3) Exhibits

Exhibits filed with this Annual Report on Form 10-K are attached
hereto. For a list of such exhibits, see the "Index to Exhibits"
at page 27. Management contracts or compensatory plans or
arrangements required to be filed as exhibits to this Annual
Report on Form 10-K are denoted in the Index to Exhibits.

(b) Exhibits

Exhibits filed with this Annual Report on Form 10-K are attached
hereto. For a list of such exhibits, see the "Index to Exhibits"
at page 27.

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act
of 1934, Bob Evans Farms, Inc. has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Bob Evans Farms, Inc.

July 13, 2005 By: /s/ Donald J. Radkoski
--------------------------------------
Donald J. Radkoski
Chief Financial Officer, Treasurer
and Secretary (Principal Financial and
Accounting Officer)

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

Signature Title Date
- --------- ----- ----

/s/ Stewart K. Owens Chairman of the Board July 13, 2005
- ------------------------------------ (Principal Executive Officer)
Stewart K. Owens

* Director July 13, 2005
- ------------------------------------
Larry C. Corbin

* Director July 13, 2005
- ------------------------------------
Daniel E. Evans

* Director July 13, 2005
- ------------------------------------
Daniel A. Fronk

* Director July 13, 2005
- ------------------------------------
Michael J. Gasser

* Director July 13, 2005
- ------------------------------------
E.W. (Bill) Ingram III

* Director July 13, 2005
- ------------------------------------
Cheryl L. Krueger

* Director July 13, 2005
- ------------------------------------
G. Robert Lucas

* Director July 13, 2005
- ------------------------------------
Robert E.H. Rabold

/s/ Donald J. Radkoski Chief Financial Officer,
- ------------------------------------ Treasurer and Secretary July 13, 2005
Donald J. Radkoski (Principal Financial and
Accounting Officer)

* 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
- ---------------------------
Donald J. Radkoski
Chief Financial Officer,
Treasurer and Secretary

BOB EVANS FARMS, INC.
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED APRIL 29, 2005

INDEX TO FINANCIAL STATEMENTS

Page(s) in 2005
Annual Report to
Description Stockholders
----------- -----------------

Consolidated Balance Sheets at April 29, 2005, and April 30, 2004.............................. 14

Consolidated Statements of Income for the fiscal years ended April 29, 2005; April 30,
2004; and April 25, 2003................................................................ 15

Consolidated Statements of Stockholders' Equity for the fiscal years ended
April 29, 2005; April 30, 2004; and April 25, 2003...................................... 16

Consolidated Statements of Cash Flows for the fiscal years ended April 29, 2005; April 30,
2004; and April 25, 2003................................................................ 17

Notes to Consolidated Financial Statements..................................................... 18 - 26

Management's Report on Internal Control Over Financial Reporting............................... 27

Reports of Ernst & Young LLP, Independent Registered Public Accounting Firm.................... 28 - 29

BOB EVANS FARMS, INC.
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED APRIL 29, 2005

INDEX TO EXHIBITS

Exhibit
Number Description Location
- ------- ----------- --------

2 Stock Purchase Agreement, dated as of Incorporated herein by reference to
June 11, 2004, among SWH Corporation, Exhibit 2 to Bob Evans Farms, Inc.'s
the Equity Holders of SWH Corporation, Current Report on Form 8-K dated July
Saunders Karp & Megrue, LLC, as 12, 2004.
representative for the sellers, and Bob (File No. 0-1667)
Evans Farms, Inc.

3(a) Certificate of Incorporation of the Incorporated herein by reference to
company (filed with the Delaware Exhibit 3(a) to Bob Evans Farms, Inc.'s
Secretary of State on Nov. 4, 1985) Annual Report on Form 10-K for its
fiscal year ended April 24, 1987.
(File No. 0-1667)

3(b) Certificate of Amendment of Certificate Incorporated herein by reference to
of Incorporation of the company dated Exhibit 3(b) to Bob Evans Farms, Inc.'s
Aug. 26, 1987 (filed with the Delaware Annual Report on Form 10-K for its
Secretary of State on Sept. 4, 1987) fiscal year ended April 28, 1989.
(File No. 0-1667)

3(c) Certificate of Adoption of Amendment to Incorporated herein by reference to
Certificate of Incorporation of the Exhibit 3(c) to Bob Evans Farms, Inc.'s
company dated Aug. 9, 1993 (filed with Annual Report on Form 10-K for its
the Delaware Secretary of State on fiscal year ended April 29, 1994.
Aug. 10, 1993) (File No. 0-1667)

3(d) Restated Certificate of Incorporation Incorporated herein by reference to
of company reflecting amendments Exhibit 3(d) to Bob Evans Farms, Inc.'s
through Aug. 10, 1993. Note: filed for Annual Report on Form 10-K for its
purposes of SEC reporting compliance fiscal year ended April 29, 1994.
only - this document has not been filed (File No. 0-1667)
with the Delaware Secretary of State

3(e) Amended and Restated By-Laws of the Incorporated herein by reference to
company Exhibit 3(e) to Bob Evans Farms, Inc.'s
Annual Report on Form 10-K for its
fiscal year ended April 28, 2000.
(File No. 0-1667)

4(a) Agreement to furnish instruments Attached hereto.
defining rights of holders of long-term
debt

Exhibit
Number Description Location
- ------- ----------- --------

4(b) Note Purchase Agreement, dated as of July Incorporated herein by reference to
28, 2004, by and among Bob Evans Farms, Exhibit 4(a) to Bob Evans Farms, Inc.'s
Inc., BEF Holding Co., Inc. and the Current Report on Form 8-K dated July
purchasers of the notes set forth on the 29, 2004.
signature pages thereto (File No. 0-1667)

4(c) Subsidiary Guaranty, dated as of July 28, Incorporated herein by reference to
2004, by Mimi's Cafe, LLC Exhibit 4(b) to Bob Evans Farms, Inc.'s
Current Report on Form 8-K dated July
29, 2004.
(File No. 0-1667)

*10(a) Change in Control Agreement, effective Incorporated herein by reference to
May 1, 2002, between Stewart K. Owens Exhibit 10(a) of Bob Evans Farms,
and Bob Evans Farms, Inc. Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 26, 2002.
(File No. 0-1667)

*10(b) Change in Control Agreement, effective Incorporated herein by reference to
May 1, 2002, between Donald J. Radkoski Exhibit 10(b) of Bob Evans Farms,
and Bob Evans Farms, Inc. Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 26, 2002.
(File No. 0-1667)

*10(c) Schedule A to Exhibit 10(b) identifying Incorporated by reference to Exhibit
other substantially identical 10(c) of Bob Evans Farms, Inc.'s Annual
agreements between Bob Evans Farms, Report on Form 10-K for its fiscal year
Inc. and certain executive officers of ended April 25, 2003.
Bob Evans Farms, Inc. (File No. 0-1667)

*10(d) Bob Evans Farms, Inc. 1991 Incentive Incorporated herein by reference to
Stock Option Plan Exhibit 4(d) to Bob Evans Farms, Inc.'s
Registration Statement on Form S-8,
filed Sept. 13, 1991.
(Registration No. 33-42778)

*10(e) Bob Evans Farms, Inc. 1992 Nonqualified Incorporated herein by reference to
Stock Option Plan (effective for Exhibit 10(j) to Bob Evans Farms,
options granted prior to May 1, 2002) Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 24, 1992.
(File No. 0-1667)

*10(f) Bob Evans Farms, Inc. Long Term Incorporated herein by reference to
Incentive Plan for Managers (effective Exhibit 10(k) to Bob Evans Farms,
for performance awards granted prior to Inc.'s Annual Report on Form 10-K for
May 1, 2002) its fiscal year ended April 30, 1993.
(File No. 0-1667)

Exhibit
Number Description Location
- ------- ----------- --------

*10(g) Bob Evans Farms, Inc. 1994 Long Term Incorporated herein by reference to
Incentive Plan (effective for options Exhibit 10(n) to Bob Evans Farms,
and other awards granted prior to May Inc.'s Annual Report on Form 10-K for
1, 2002) its fiscal year ended April 29, 1994.
(File No. 0-1667)

*10(h) Bob Evans Farms, Inc. 1998 Supplemental Incorporated herein by reference to
Executive Retirement Plan (effective Exhibit 10(l) to Bob Evans Farms,
for awards granted prior to May 1, Inc.'s Annual Report on Form 10-K for
2002) its fiscal year ended April 24, 1998.
(File No. 0-1667)

*10(i) Bob Evans Farms, Inc. 1998 Directors Incorporated herein by reference to
Compensation Plan (effective May 1, Exhibit 10(m) to Bob Evans Farms,
1998, through May 6, 2002) Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 24, 1998.
(File No. 0-1667)

*10(j) Bob Evans Farms, Inc. 1998 Stock Option Incorporated herein by reference to
and Incentive Plan (effective for Exhibit 4(f) to Bob Evans Farms, Inc.'s
options and other awards granted prior Registration Statement on Form S-8
to May 1, 2002) filed March 22, 1999.
(Registration No. 333-74829)

*10(k) Bob Evans Farms, Inc. Dividend Incorporated herein by reference to Bob
Reinvestment and Stock Purchase Plan Evans Farms, Inc.'s Registration
Statement on Form S-3 filed March
19, 1999. (Registration No. 333-74739)

*10(l) Bob Evans Farms, Inc. and Affiliates Incorporated herein by reference to
Executive Deferral Program (effective, Exhibit 10(k) to Bob Evans Farms,
as amended, through April 30, 2002) Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 27, 2001.
(File No. 0-1667)

*10(m) First Amendment to Bob Evans Farms, Incorporated herein by reference to
Inc. and Affiliates Executive Deferral Exhibit 10(l) to Bob Evans Farms,
Program Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 27, 2001.
(File No. 0-1667)

*10(n) Bob Evans Farms, Inc. First Amended and Incorporated herein by reference to
Restated 1992 Nonqualified Stock Option Exhibit 10(o) of Bob Evans Farms,
Plan (effective for options granted Inc.'s Annual Report on Form 10-K for
after May 1, 2002) its fiscal year ended April 26, 2002.
(File No. 0-1667)

*10(o) Bob Evans Farms, Inc. First Amended and Incorporated herein by reference to
Restated 1993 Long Term Incentive Plan Exhibit 10(p) of Bob Evans Farms,
for Managers (effective for performance Inc.'s Annual Report on Form 10-K for
awards granted after May 1, 2002) its fiscal year ended April 26, 2002.
(File No. 0-1667)

Exhibit
Number Description Location
- ------- ----------- --------

*10(p) Bob Evans Farms, Inc. First Amended and Incorporated herein by reference to
Restated 1994 Long Term Incentive Plan Exhibit 10(q) of Bob Evans Farms,
(effective for options and other awards Inc.'s Annual Report on Form 10-K for
granted after May 1, 2002) its fiscal year ended April 26, 2002.
(File No. 0-1667)

*10(q) Bob Evans Farms, Inc. and Affiliates Incorporated herein by reference to
2003 Second Amended and Restated Exhibit 10(r) of Bob Evans Farms,
Supplemental Executive Retirement Plan Inc.'s Annual Report on Form 10-K for
(effective for awards granted after May its fiscal year ended April 26, 2002.
1, 2002) (File No. 0-1667)

*10(r) Bob Evans Farms, Inc. First Amended and Incorporated herein by reference to
Restated 1998 Stock Option and Exhibit 10(s) of Bob Evans Farms,
Incentive Plan (effective for options Inc.'s Annual Report on Form 10-K for
and other awards granted after May 1, its fiscal year ended April 26, 2002.
2002) (File No. 0-1667)

*10(s) Bob Evans Farms, Inc. and Affiliates Incorporated herein by reference to
Second Amended and Restated Executive Exhibit 10(t) of Bob Evans Farms,
Deferral Program (effective May 1, 2002) Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 26, 2002.
(File No. 0-1667)

*10(t) Bob Evans Farms, Inc. Compensation Incorporated herein by reference to
Program for Directors (effective May 7, Exhibit 10(u) of Bob Evans Farms,
2002, through May 4, 2003) Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 26, 2002.
(File No. 0-1667)

*10(u) Bob Evans Farms, Inc. Compensation Incorporated herein by reference to
Program for Directors (effective May 5, Exhibit 10(v) of Bob Evans Farms,
2003 through May 10, 2004) Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 25, 2003.
(File No. 0-1667)

*10(v) Bob Evans Farms, Inc. Compensation Incorporated herein by reference to
Program for Directors (effective May Exhibit 10(w) of Bob Evans Farms,
11, 2004 through May 8, 2005) Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 30, 2004.
(File No. 0-1667)

*10(w) Bob Evans Farms, Inc. Compensation Incorporated herein by reference to
Program for Directors (effective May 9, Exhibit 10.1 of Bob Evans Farms, Inc.'s
2005) current Report on Form 8-K filed May
13, 2005, and amended July 12, 2005.
(File No. 0-1667)

*10(x) Bob Evans Farms, Inc. 2002 Incentive Incorporated herein by reference to
Growth Plan (effective Sept. 9, 2002) Exhibit 10(w) of Bob Evans Farms,
Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 25, 2003.
(File No. 0-1667)

Exhibit
Number Description Location
- ------- ----------- --------

*10(y) Employment Agreement, dated as of July Incorporated herein by reference to
7, 2004, by and between SWH Corporation Exhibit 10(y) of Bob Evans Farms,
and Russell W. Bendel Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 30, 2004.
(File No. 0-1667)

10(z) Escrow Agreement, dated as of July 7, Incorporated herein by reference to
2004, among Saunders Karp & Megrue LLC, Exhibit 10 to Bob Evans Farms, Inc.'s
Bob Evans Farms, Inc., Mimi's Cafe, LLC Current Report on Form 8-K dated July
and U.S. Bank National Association, as 12, 2004.(File No. 0-1667)
Escrow Agent

*10(aa) Summary of Bob Evans Farms, Inc. Incorporated herein by reference to
Performance Incentive Plan for the Exhibit 10.2 to Bob Evans Farms, Inc.'s
Fiscal Year Beginning April 30, 2005 Current Report on Form 8-K/A dated May
13, 2005, as amended July 12, 2005.
(File No. 0-1667)

*10(bb) Form of Incentive Stock Option Notice Incorporated herein by reference to
and Agreement for the Bob Evans Farms, Exhibit 10.1 to Bob Evans Farms, Inc.'s
Inc. First Amended and Restated 1998 Quarterly Report on Form 10-Q for the
Stock Option and Incentive Plan quarterly period ended October 29,
2004. (File No. 0-1667)

*10(cc) Form of Nonqualfied Stock Option Notice Incorporated herein by reference to
and Agreement for the Bob Evans Farms, Exhibit 10.2 to Bob Evans Farms, Inc.'s
Inc. First Amended and Restated 1998 Quarterly Report on Form 10-Q for the
Stock Option and Incentive Plan quarterly period ended October 29,
2004. (File No. 0-1667)

*10(dd) Form of Restricted Stock Award Notice Incorporated herein by reference to
and Agreement for the Bob Evans Farms, Exhibit 10.1 to Bob Evans Farms, Inc.'s
Inc. First Amended and Restated 1998 Current Report on Form 8-K dated June
Stock Option and Incentive Plan 20, 2005. (File No. 0-1667)

13 Company's Annual Report to Stockholders Attached hereto.
for the fiscal year ended April 29, 2005
(Not deemed filed except for portions
thereof which are specifically
incorporated by reference into this
Annual Report on Form 10-K)

21 Subsidiaries of Bob Evans Farms, Inc. Attached hereto.

23 Consent of Ernst & Young, LLP Attached hereto.

24 Powers of Attorney of Directors and Attached hereto.
Executive Officers

31(a) Rule 13a-14(a)/15d-14(a) Certification Attached hereto.
(Principal Executive Officer)

31(b) Rule 13a-14(a)/15d-14(a) Certification Attached hereto.
(Principal Financial Officer)

32(a) Section 1350 Certification (Principal Attached hereto.
Executive Officer)

32(b) Section 1350 Certification (Principal Attached hereto.
Financial Officer)

*Denotes management contract or compensatory plan or agreement.