Item 10. Directors and Executive Officers of the Registrant

Information set forth in the sections entitled “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” contained in the Company’s definitive proxy statement for the Annual Meeting of Shareholders to be held on March 14, 2007 is incorporated herein by reference. Information concerning the executive officers of the Company is set forth in Part I hereof under the heading “Executive Officers of the Registrant”.

The Company adopted a Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 during the first quarter of 2004, which applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and other designated officers and employees. The Code of Ethics appears on the Company’s website at www.bridgford.com. Any amendment or waiver of the Code of Ethics that applies to the Company’s directors or executive officers will be posted on its website or in a report on Form 8-K filed with the Securities and Exchange Commission.

The Company is considered a “controlled company” within the meaning of Rule 4350(c)(5) of the National Association of Securities Dealers (“NASD”) and is therefore exempted from various NASD rules pertaining to certain “independence” requirements of its directors. Nevertheless, the Board of Directors has determined that Messrs. Andrews, Foster, Scott and Zippwald are all “independent directors” within the meaning of Rule 4200 of the Nasdaq Marketplace Rules. The Audit Committee has been established in accordance with Securities and Exchange Commission rules and regulations, and each of the members of the Audit Committee is an independent director as defined under the NASD’s listing standards. The Board of Directors believes that Messrs. Andrews and Scott qualify as “financial experts” as such term is used in the rules and regulations of the Securities and Exchange Commission.

Item 11. Executive Compensation

Information set forth in the sections entitled “Proposal 1 – Election of Directors” and “Compensation of Executive Officers” contained in the Company’s definitive proxy statement for the 2007 Annual Meeting of Shareholders to be held on March 14, 2007 is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information set forth in the section entitled “Principal Shareholders and Management” contained in the Company’s definitive proxy statement for the 2007 Annual Meeting of Shareholders to be held on March 14, 2007 is incorporated herein by reference.

Equity Compensation Plan Information

The following table sets forth information regarding outstanding options, warrants and rights and shares reserved for future issuance under the Company’s existing compensation plans as of November 3, 2006. The Company’s sole shareholder approved equity compensation plan is the 1999 Stock Incentive Plan. The Company does not have any non-stockholder approved equity compensation plans.

Item 13. Certain Relationships and Related Transactions

Information set forth in the section entitled “Certain Relationships and Related Party Transactions” contained in the Company’s definitive proxy statement for the 2007 Annual Meeting of Shareholders to be held on March 14, 2007 is incorporated herein by reference.

PaPage: 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21-39
Exhibit: 21.1 23.1 23.2 31.1 31.2 32.1 32.2