Item 3.

Legal Proceedings

No material legal proceedings were pending against us at October 30, 2009 or as of the date of filing of this Annual Report on Form 10-K. We are likely to be subject to claims arising from time to time in the ordinary course of our business. In certain of such actions, plaintiffs may request punitive or other damages that may not be covered by insurance and, accordingly, no assurance can be given with respect to the ultimate outcome of any such possible future claims or litigation or their effect on us. Any adverse litigation trends and outcomes could significantly and negatively affect our financial results.

Item 4.

Submission of Matters to a Vote of Security Holders

Annual Meeting of Shareholders

The 2010 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 17, 2010.

No matters were submitted to our shareholders during the fourth quarter of the fiscal year ended October 30, 2009.