Bridgford Foods Corp | Investor Service

2003 Annual Report

Report Of Independent Registered Public Accounting Firm

Haskell & White LLP

To the Board of Directors and Shareholders
Bridgford Foods Corporation

We have audited the accompanying consolidated balance sheets of Bridgford Foods Corporation (the “Company”) as of November 3, 2006 and October 28, 2005 and the related consolidated statements of operations, shareholders’ equity and comprehensive income and cash flows for the fiscal years ended November 3, 2006 and October 28, 2005. In connection with our audits of the consolidated
financial statements, we also have audited the supplementary information included in Schedule II. These consolidated financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and the financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of November 3, 2006 and October 28, 2005, and the consolidated results of its operations and its cash flows for the fiscal years ended November 3, 2006 and October 28, 2005 in conformity with accounting principles generally accepted
in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note 1, the consolidated balance sheets as of November 3, 2006 and October 28, 2005 and the consolidated statements of cash flows for the fiscal years ended November 3, 2006 and October 28, 2005 have been restated to reclassify auction rate securities out of cash and cash equivalents and into trading securities.

/s/ Haskell & White LLP
Irvine, California
January 12, 2007
section titled "Restatement/
Trading Securities" in Note 1
as to which the date is March 22, 2007.

PricewaterhouseCoopers LLP

To the Board of Directors and Shareholders of Bridgford Foods Corporation

In our opinion, the accompanying consolidated statements of operations, shareholders’ equity and comprehensive income and cash flows present fairly, in all material respects, the results of operations and cash flows of Bridgford Foods Corporation and its subsidiaries (the “Company”) for the year ended October 29, 2004, in conformity with accounting principles generally accepted in the
United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
Orange County, California
January 27, 2005