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Item 4. Submission of Matters to a Vote of Security Holders

     Annual Meeting of Shareholders

     The 2009 annual meeting of shareholders will be held at the offices of Bridgford Foods Corporation, 1308 North Patt Street, Anaheim, California at 10:00 a.m. on Wednesday, March 18, 2009.

     No matters were submitted by the Company’s shareholders during the fourth quarter of the fiscal year ended October 31, 2008.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Stock and Dividend Data

     The common stock of the Company is traded in the national over-the-counter market and is authorized for quotation on the Nasdaq Global Market under the symbol “BRID”. The following table reflects the high and low closing prices and cash dividends paid as quoted by Nasdaq for each of the last eight fiscal quarters.

     On January 16, 2009, the closing sale price for the Company’s common stock on the Nasdaq Global Market was $3.79 per share. As of January 16, 2009, there were 322 stockholders of record of the Company’s common stock.

     The payment of any future dividends will be at the discretion of the Company’s Board of Directors and will depend upon future earnings, financial requirements and other factors.

Unregistered Sales of Equity Securities

     During the period covered by this Report the Company did not sell or issue any equity securities that were not registered under the Securities Act of 1933, as amended.

Repurchases of Equity Securities by the Issuer

     During fiscal year 2008, the Company repurchased an aggregate of 41,000 shares of its common stock for $254,000 pursuant to its repurchase plan previously authorized by the Board of Directors. The following table provides information regarding the Company’s repurchases of its common stock in each of the four periods comprising the fourth quarter of fiscal year 2008.