EVANS BOB FARMS INC, 10-K, 1995-07-28

EVANS BOB FARMS INC
10-K, 1995-07-28
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FORM 10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended April 28, 1995

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

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)

This Report contains 138 pages of which this is page 1. The
Index to Exhibits begins at page 54.

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 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. ( )

State the aggregate market value of the voting stock held by non-
affiliates of the registrant. The aggregate market value has
been computed by reference to the last quoted sale price of such
stock, as of June 16, 1995.

Total shares outstanding 42,373,041

Number of shares owned beneficially and/or of record
by directors and executive officers* 2,285,588

Number of shares held by persons other than directors
and executive officers 40,087,453

Last quoted sale price $20.50

Market value of shares held by persons other than
directors and executive officers $821,792,786

* For purposes of this computation, all executive officers and
directors are included, although not all are necessarily
"affiliates."

Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest
practicable date.

42,373,041 shares of Common Stock with $.01 par value were
outstanding at June 16, 1995.

DOCUMENTS INCORPORATED BY REFERENCE

1. Annual Report to Stockholders for the Fiscal Year Ended
April 28, 1995 (in pertinent part, as indicated)
. . . . . . . . . PART II.

2. Proxy Statement dated July 3, 1995 for the Annual
Meeting of Stockholders to be held on August 14, 1995
(in pertinent part, as indicated)
. . . . . . . . . PART III.

PART I

Item 1. BUSINESS.

Bob Evans Farms, Inc. (the "Registrant") is a Delaware
corporation incorporated on November 4, 1985. It is the
successor by merger to Bob Evans Farms, Inc., an Ohio corporation
incorporated in 1957. BEF Holding Co. Inc. is a subsidiary of
the Registrant. Subsidiaries owned by BEF Holding Co. Inc.
include Bob Evans Farms, Inc., an Ohio corporation; Owens Country
Sausage, Inc. ("Owens"); Mrs. Giles Country Kitchens, Inc. ("Mrs.
Giles"); and Hickory Specialties, Inc. ("Hickory Specialties").
The Registrant, BEF Holding Co. Inc., Bob Evans Farms, Inc.,
Owens, Mrs. Giles and Hickory Specialties are collectively
referred to herein as the "Company."

The business of the Company is divided into two principal
industry segments: the food products segment and the restaurant
segment.

Food Products Segment Operations

Principal Products and Procurement Methods

The Company's traditional business in its food products segment
has been the production and distribution of approximately 30
varieties of fresh, smoked and fully-cooked pork sausage and ham
products under the brand names of Bob Evans Farms and Owens
Country Sausage. In recent years, the Company has begun to
expend more time and effort on both new product development and
sales of its pork sausage and ham products to institutional and
foodservice purchasers. In addition, the Company has begun to
explore the expansion of the products offered in its food
products segment through the acquisition of companies producing
food and food related products which complement the Company's
traditional sausage products. During the fiscal year ended April
30, 1993 (the "1993 fiscal year") sales of sausage products
contributed 79% of total revenues; sales of products by Mrs.
Giles contributed 10%; and sales of products by Hickory
Specialties contributed 11%. During the fiscal year ended April
29, 1994 (the "1994 fiscal year") sales of sausage products
contributed 77% of total revenues; sales of products by Mrs.
Giles contributed 11%; and sales of Hickory Specialties
contributed 12%. During the fiscal year ended April 28, 1995
(the "1995 fiscal year") sales of sausage products contributed
76% of total revenues; sales of products by Mrs. Giles
contributed 11%; and sales of Hickory Specialties contributed
13%.

During the last several years, the Company has expanded its
product line to include convenience items for meals and snacks
that are microwavable. These items include two varieties of
burritos, a variety of biscuit sandwiches, a Country Lite Sausage
for customers looking for products lower in fat, and Homestyle
Biscuits and Gravy. During the 1995 fiscal year, the Company
developed two new products, Bob Evans Farms Homestyle Chicken &
Noodles with Biscuits and maple links, a maple syrup-flavored
sausage product. All of these products are available throughout
the Bob Evans marketing territory.

The acquisition of Mrs. Giles in September 1991, has allowed the
Company to expand the products offered in its food products
segment to include fresh prepared salads. The prepared salads
are intended as convenience items for meals, and include deluxe
macaroni salad, Italian pasta salad, homestyle potato salad,
chunky chicken salad, classic cole slaw, pimento cheese spread,
and smokehouse baked beans. The refrigerated deli salads
manufactured by Mrs. Giles are distributed principally in the
southern and southeastern markets of the United States under the
brand names of Mrs. Giles and Mrs. Kinser's. In April, 1992, the
Company began the introduction of Bob Evans Harvest Salads, a
line of fresh, premium quality, prepared salads, and these salad
products are currently being marketed in most all of the Bob
Evans Farms marketing areas.

The acquisition of Hickory Specialties in March 1992, has allowed
the Company to expand into food and food related products which
complement its existing food products business. Hickory
Specialties produces premium quality charcoal, wood smoking
chips, natural smoke flavorings, gas grill ceramic briquettes and
grilling systems. Brand names of such products include Nature-
Glo, Old Hickory, Jack Daniels, Zesti Smoke, Wildfire, and
Woodstone. This past year Hickory Specialties introduced two new
products, Wildfire Gourmet Hickory Charcoal and Woodstone Gas
Grill Briquettes. As a result of increased charcoal sales, a new
charcoal manufacturing facility is currently under construction
at Summer Shade, Kentucky. This facility is expected to be
operational by October 1995. Hickory Specialties' products are
marketed nationwide, and the Company is exploring various
opportunities abroad, especially with respect to its liquid smoke
flavorings products.

During the 1995 fiscal year, the food products segment of the
Company continued to produce specialty items for its
institutional and foodservice customers. These products are made
to customer specifications, and include fresh sausage links and
patties, sausage gravy, and biscuit sandwiches. Although this
segment of the business does not command the higher pre-tax
margins that branded items do, it gives the Company the
opportunity to increase its volumes and profits. The Company is
also marketing its prepared salad products to institutional and
foodservice customers.

All of the Company's pork sausage and ham products are produced
in the Company's seven processing plants located in Xenia,
Bidwell, and Springfield, Ohio; Hillsdale, Michigan; Galva,
Illinois; and Richardson and Fort Worth, Texas. The Springfield,
Ohio plant is producing the products for sale to foodservice
distributors and also serves as a distribution point for Mrs.
Giles salad products and Owens Country Sausage products.

Live hogs are procured at terminal, local and country markets in
Ohio, Indiana, Illinois, Iowa, North Carolina, Kansas, Michigan,
Nebraska, South Dakota, Pennsylvania, Wisconsin, Minnesota, West
Virginia, Missouri and Oklahoma at daily prevailing market
prices. The Company does not contract in advance for the
purchase of live hogs. Live hogs procured in these markets are
purchased by an employee of the Company, who works with brokers
and buyers on a commission basis, at auction through competitive
bidding. Live hogs are then transported overnight directly from
the various markets in which they were purchased to six 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 plant facilities for
distribution to the Company's customers. The Company has
experienced no difficulty in procuring live hogs for its pork
sausage products and anticipates no future difficulty in that
regard.

All of the Company's prepared salad products are produced at the
Company's plant in Lynchburg, Virginia. Food items used in the
manufacture of the Company's salad products include potatoes,
cheese, eggs, macaroni and other pastas, fresh vegetables,
chicken, tuna and salad dressings. These items are purchased by
the Company directly from various suppliers. The Company
believes that there are a number of suppliers of the items used
in its salad products and that its sources of supply of these
items are adequate for its needs.

The Hickory Specialties charcoal products are produced at the
Company's plant in Crossville, Tennessee, and the Hickory
Specialties liquid smoke flavoring products are produced at the
Company's plants in Crossville, Tennessee; Greenville, Missouri;
and Summer Shade, Kentucky. The principal raw materials used by
the Company in the manufacture of the Hickory Specialties
products are sawdust and other related wood by-products. All are
available from a wide range of suppliers. The Company has
experienced no difficulty in obtaining raw materials for its
Hickory Specialties products and anticipates no future difficulty
in that regard.

Distribution Methods

The Company principally uses the direct store delivery system
(i.e., the Company's products are not warehoused, but are
delivered to grocery stores as described below) for the retail
distribution of the sausage, biscuit, and other products bearing
the Bob Evans Farms brand name, including Bob Evans Harvest
Salads. One hundred five driver-salesmen, employed by the
Company and driving Company-owned refrigerated trucks, deliver
the Company's products directly to more than 9,000 supermarkets
and independent retail groceries. The marketing territory for Bob
Evans Farms brand products as well as the Bob Evans Harvest
Salads includes Ohio, Michigan, Indiana, Illinois, Delaware and
the District of Columbia, as well as portions of Alabama, Iowa,
Kentucky, West Virginia, Pennsylvania, New Jersey, Maryland,
Virginia, New York, Tennessee, Missouri and Georgia. During the
1995 fiscal year, the Company tested an alternate distribution
method for its sausage products, and as a result, Bob Evans Farms
brand products are available through a distributor in the Greater
New York City area on a limited basis.

Products distributed under the Owens Country Sausage brand name
are distributed to retail customers in two ways:

(1) Company-owned transport trucks deliver directly to most
major supermarket chain warehouse distribution centers in
the Owens marketing area. Thereafter, the products are
shipped to individual retail outlets.

(2) Thirty-one driver-salesmen, driving Company-owned
refrigerated trucks, deliver products directly to
supermarkets and independent retail groceries.

Owens' marketing territory includes Texas, Arkansas, Oklahoma,
New Mexico, Louisiana, Arizona and portions of Mississippi and
Kansas. During the 1995 fiscal year, the Company expanded the
Owens' marketing territory to include Colorado and parts of
Nevada. Owens Country Sausage products are available in more
than 6,000 supermarkets and independent retail groceries.

Mrs. Giles salad products are distributed to more than 3,500
supermarkets and independent groceries in three ways: (1)
through direct store delivery by Company employees to customers
within the Bob Evans Farms marketing territory; (2) through food
brokers and distributors; and (3) through direct shipment to
customers. The marketing territory for Mrs. Giles salad products
includes Alabama, Florida, Georgia, Kentucky, Louisiana,
Maryland, North Carolina, Pennsylvania, South Carolina,
Tennessee, Texas and Virginia.

Hickory Specialties charcoal products are distributed nationwide
to retail customers, and its liquid smoke flavoring products are
distributed nationally and internationally to food products
manufacturers and pet food manufacturers, through brokers and
distributors and through direct shipment to customers.

Inventory Levels

All of the Company's sausage products and salad products are
highly perishable in nature and require proper refrigeration.
Shelf life of the sausage products ranges from 18 to 45 days; of
the Bob Evans Harvest Salads from 21 to 28 days; and of the Mrs.
Giles salad products from 15 to 45 days. Due to the highly
perishable nature and short shelf life of the Company's sausage
products, the Company's processing plants normally process only
enough product to fill existing orders. Due to the highly
perishable nature and short shelf life of the Company's salad
products, the Company's Lynchburg plant normally processes only
enough product to fill existing orders. Therefore, the Company
maintains minimal inventory levels of sausage products and of
salad products, because such products are generally manufactured
only to meet existing demand and are delivered to retail outlets
within a two- or three-day period after manufacture.

Hickory Specialties products are not perishable in nature.
Although such products are manufactured throughout the year, the
greatest amount of production of charcoal briquettes occurs in
the winter months in anticipation of the peak selling season for
charcoal from April through September.

Trademarks and Service Marks

The Company maintains various trademarks and service marks that
identify various Bob Evans Farms, Owens Country Sausage, Mrs.
Giles and Hickory Specialties products. The principal trademarks
used to identify the Mrs. Giles salad products are Mrs. Giles and
Mrs. Kinser's. The principal trademarks used to identify the
Hickory Specialties charcoal products are Old Hickory, Nature-
Glo, Jack Daniels, Wildfire, and Woodstone, and the principal
trademark used to identify the Hickory Specialties liquid smoke
flavoring products is ZestiSmoke. These trademarks and service
marks are renewed periodically and the Company believes that such
trademarks and service marks 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 and Seasonality

The sausage business is highly competitive. It is also seasonal
to the extent that more pounds of fresh sausage are typically
sold during the colder winter months from October through April.
The Company is currently promoting products for summer outdoor
grilling in an attempt to create more volume during the summer
months. The Company competes primarily on the basis of the price
and quality of its sausage products. The Company is in direct
competition with a large number and variety of producers and
wholesalers of similar products, including companies active both
locally and nationally, companies engaged in a general meat
packing business and companies in the same specialized field.
Many of such competitors have substantially greater financial
resources and higher volumes of total sales than the Company.
While the Company does not possess statistics which would enable
it to make an accurate statement of its percentage of total sales
of sausage in each of its market areas, 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
market areas.

The salad products business is highly competitive. It is also
seasonal to the extent that more salad products are typically
sold during the warmer spring and summer months from April
through September. The Company competes primarily on the basis
of the price and quality of its salad products. The Company is
in direct competition with a large number and variety of
producers and wholesalers of similar products, including
companies active both locally and nationally, companies engaged
in a general deli business and companies in the same specialized
field. Many of such competitors have substantially greater
financial resources and higher volumes of total sales than the
Company. While the Company does not possess statistics which
would enable it to make an accurate statement of its percentage
of total sales of salad products in each of its market areas, the
Company believes that sales of its products constitute a small
portion of sales of salad products of comparable price and
quality in the majority of its market areas.

The charcoal business is highly competitive. The charcoal
business is also seasonal to the extent that more charcoal
products are typically sold during the warmer spring and summer
months from April through September. The Company competes
primarily on the basis of the price and quality of its charcoal
products. The Company is in direct competition with a large
number and variety of producers and wholesalers of similar
products, including companies active both locally and nationally.
Many of such competitors have substantially greater financial
resources and higher volumes of total sales than the Company.
While the Company does not possess statistics which would enable
it to make an accurate statement of its percentage of total sales
of charcoal products in each of its market areas, the Company
believes that the sales of its products constitute a small
portion of sales of charcoal products of comparable price and
quality in the majority of its market areas.

The Company is aware of only one major competitor, Red Arrow
Products Co., Inc., in its liquid smoke flavoring business. The
Company believes that it produces approximately 70% of the liquid
smoke flavorings produced and sold in the United States and that
this competitor accounts for approximately 30% of the liquid
smoke flavorings produced and sold in the United States.

Advertising

During the 1995 fiscal year, the Company spent approximately
$9,859,000 for advertising of its sausage and salad products, and
approximately $1,426,000 for advertising of its charcoal and
liquid smoke flavoring products. Approximately 80% of this
amount was spent on television, radio and newspaper media. The
remaining 20% was spent for various promotional programs
throughout the year in an attempt to maintain and gain market
share for its products.

Dependence on a Single Customer

The Company's food products are sold through more than 15,000
retail grocery stores and are available through such stores to
approximately 50% of the population of the continental United
States. The Company's charcoal products are sold nationwide and
its liquid smoke flavoring products are sold nationally and
internationally. The Company 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 salad and sausage products, and up to sixty days on its
charcoal products. The Company has not experienced any material
bad debt problems, nor has the return of aged product had a
material 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. However, the Company
has never experienced shortages in the number of hogs available
at prevailing market prices. The live hog market is highly
cyclical (both in terms of the number of hogs available and the
price therefor) and is dependent upon corn production, since corn
is the major food supply for hogs.

Food items used in the manufacture of the Company's salad
products include potatoes, cheese, eggs, macaroni and other
pastas, fresh vegetables, chicken, tuna fish and salad dressings.
These items are purchased by the Company directly from various
suppliers. The Company believes that there are a number of
suppliers of the items used in its salad products and that its
sources of supply of these items are adequate for its needs.

The principal raw materials used by the Company in the
manufacture of the Hickory Specialties products are sawdust and
other related wood by-products. All are available from a wide
range of suppliers. The Company has experienced no difficulty in
obtaining raw materials for the Hickory Specialties products and
anticipates no future difficulty.

Expansion of Distribution Area

New markets opened for the Company's sausage products during the
1995 fiscal year included the Greater New York City area for Bob
Evans Farms products and in Colorado and parts of Nevada for
Owens Country Sausage products. During fiscal year 1996, the
Company plans to test market Bob Evans Farms Sausage products in
parts of Wisconsin, as well as introduce a line of frozen
products in the Ohio marketing territories.

The Company has no current plans for further geographic expansion
of its distribution area for the Mrs. Giles salad products or the
charcoal and liquid smoke flavoring products produced by Hickory
Specialties in the 1996 fiscal year.

Profit Margins Related to Sausage Production

The Company's profit margins for the portion of the Company's
business relating to sausage production are normally more
favorable during periods of lower live hog costs. During the
1995 fiscal year, the Company experienced lower live hog costs
than in the previous year, and as a result, pre-tax margins
increased. The Company expects live hog costs to remain
relatively stable over the next 12 months.

Restaurant Segment Operations

General

At April 28, 1995, the Company owned and operated 340 family
restaurants in Ohio (125), Florida (28), Indiana (40), Michigan
(30), Illinois (13), Pennsylvania (22), Kentucky (11), West
Virginia (15), Missouri (10), Tennessee (4), Texas (13), Maryland
(6), Virginia (10), New York (8), South Carolina (1), Iowa (1),
New Jersey (1) and Delaware (2). All of the family restaurants
are operated as Bob Evans Restaurants, with the exception of the
13 located in Texas, which are operated as Owens Family
Restaurants, and eight Bob Evans Restaurant & General Stores,
which feature a combined restaurant and gift shop concept. There
is one Bob Evans Restaurant & General Store located in each of
the following states: Ohio, Pennsylvania, South Carolina,
Tennessee, Virginia, West Virginia, Florida and Missouri. During
the Company's 1995 fiscal year, 37 additional Bob Evans
Restaurants were opened. Of the 37 new restaurants opened,
twenty-five restaurants were the smaller version of the
traditional Bob Evans Restaurants known as "small-town" Bob Evans
Restaurants, designed to efficiently serve communities with
smaller population bases. The "small-town" restaurants serve the
regular Bob Evans menu and have seating for approximately 96
versus 200 in the newer Bob Evans Restaurants. As of April 28,
1995, the Company had a total of thirty-four "small-town"
restaurants located in Ohio (20), Indiana (12), New York (1), and
Delaware (1).

On May 2, 1994, four Bob Evans Restaurants were closed. Three of
these restaurants, located in Tampa, Florida; Morrow, Georgia;
and Chattanooga, Tennessee, were not meeting profit expectations.
The fourth restaurant, located in Sterling Heights, Michigan, was
acquired by the state government by eminent domain in order to
make room for a new highway. On August 15, 1994, a Bob Evans
Restaurant in Mattson, Illinois, was closed because of building
safety problems.

The Company has typically opened restaurants in areas where a
strong consumer awareness and acceptance for its sausage products
has been established over the years. It has deviated from this
practice only in Florida and South Carolina, where the Company
has 28 restaurants and one restaurant, respectively, but does not
have sausage distribution.

All of the Company's family restaurants feature a wide variety of
menu offerings designed to appeal to its customers. Breakfast
entree items are featured and served all day. The restaurants
are typically open from 6 a.m. until 10 p.m. Sunday through
Thursday, with extended closing hours on Friday and Saturday for
certain locations. Approximately 60% 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 Friday,
Saturday and Sunday account for approximately 55% of a typical
week's revenues.

During the 1995 fiscal year, the Company opened seven additional
Cantina del Rio restaurants, bringing the total opened to
fourteen. These restaurants are located in Ohio (7), Indiana
(2), and one each in Minnesota, Florida, Virginia, Illinois and
Michigan. These restaurants feature authentic southwestern foods
served in a Mexican atmosphere and are open from 11 a.m. until 10
p.m. Sunday through Thursday, and from 11 a.m. until 12:30 a.m.
on Friday and Saturday.

Restaurants are supplied with food and inventory items (other
than sausage products, related meat items and certain salad
products) by three independent food distributors twice a week.
Sausage products, other related meat items and certain salad
products are supplied by the Company to each restaurant by the
Company's driver-salesmen, with the exception of the restaurants
located in Florida and South Carolina, which are supplied by
independent food distributors.

Seasonality

Revenues from restaurant operations as a percentage of total
revenues have been virtually the same, quarter by quarter, during
the last two fiscal years. However, certain locations, which are
near major interstate highways, experience increased revenues
during the summer tourist season. In addition, weather
conditions occasionally affect revenues to a small extent during
the winter months.

Competition

The restaurant segment is engaged in an intensely competitive
business. The Company's restaurants compete directly with both
local and national family restaurant and fast-food chains, as
well as with individual restaurant operators, for favorable sites
for expansion, as well as for customer acceptance. Sales of the
restaurant segment are not a significant factor in the overall
restaurant business in the Company's market areas.

Sources and Availability of Raw Materials

Menu mix in the restaurant segment is varied enough that raw
materials 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. The
restaurant segment experienced a slight decrease in food costs
during the Company's 1995 fiscal year, and the Company does not
expect food costs to fluctuate to any significant degree during
its 1996 fiscal year.

Advertising

The Company spent approximately $21,551,000 in the restaurant
segment for advertising during its 1995 fiscal year. Eighty
percent of these advertising dollars was spent on television
media, with the remainder being spent for radio and newspaper
advertising. In addition to the "Five Under $5 Program" offered
Monday through Friday, the Company features Breakfast Breaks, a
variety of morning meals priced at $2.99 or less. These items
are designed to increase weekday breakfast business. The Company
has typically not used coupons, except in certain markets where
it is attempting to gain market share.

Carryout Business

Carryout business in the Company's restaurants presently accounts
for only 2% to 3% of the total revenues generated in the
restaurant segment. The Company's restaurants do not have a
drive-through or pick-up window for carryout business.

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. In September, 1994,
the Company featured "Fall Favorites," which included items such
as beef tips and noodles, stuffed pork chops, country Dijon
chicken, apple berry topping for hotcakes, chocolate silk pie and
apple cobbler, and ran through January 1995. In March, 1995, the
Company introduced a "Five Under $5" program which included
chicken-n-noodles, spaghetti, Italian sausage, border scramble,
and chicken tenders, and the program ran through May 1995.
Research and development expenses, to date, have not been
material.

Restaurant Expansion

The Company plans to build and open approximately 40 new
restaurants during the 1996 fiscal year, including 14 Bob Evans
and Owens Family Restaurants, twenty-five of the "small-town" Bob
Evans Restaurants and one Cantina del Rio restaurant. Future
restaurant expansion will depend on the availability of sites, as
well as restaurant industry trends. The Company believes,
however, that it can continue with its planned expansion and is
actively seeking quality restaurant sites, not only in its
present market area, but in new market areas as well.

Trademarks, Service Marks and Licenses

The Company maintains various trademarks and service marks in
connection with its family restaurant operations. These
trademarks and service marks are renewed periodically and the
Company believes that such trademarks and service marks
adequately protect the various products and services to which
they relate. The Cantina del Rio Mexican style restaurants
require liquor licenses, since this casual theme dining concept
has a full service bar. The operations of the restaurant segment
of the Company are not dependent upon any patents, franchises or
concessions.

Employees

The Company had in its employment approximately 1,500 persons in
the food products segment and 26,800 persons in the restaurant
segment as of April 28, 1995.

Compliance with Environmental Protection Requirements

The Company does not anticipate that compliance with federal,
state and local provisions which have been enacted or adopted
regulating the discharge of materials into the environment, or
otherwise relating 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 for each of the Company's last
three fiscal years the amounts of revenue from intersegment sales
of its food products and the amounts of revenue from sales to
unaffiliated customers, operating profit and identifiable assets
attributable to each of the Company's industry segments:

FISCAL YEAR ENDED
April 28, April 29, April 30,
1995 1994 1993
Sales:
Intersegment Sales of
Food Products: $ 31,277,000 $ 30,902,000 $ 30,796,000

Food Products
(excluding
intersegment sales): 216,759,000 203,909,000 195,780,000

Restaurant Operations: 550,209,000 495,129,000 457,396,000

Operating Profit:

Food Products: 26,726,000 19,580,000 17,219,000

Restaurant Operations: 60,135,000 56,910,000 51,248,000

Identifiable Assets:

Food Products: 94,494,000 90,502,000 83,687,000

Restaurant Operations: 383,569,000 317,739,000 272,681,000

Item 2. PROPERTIES.

The materially important properties of the Company, in addition
to those described below, consist of its executive offices
located at 3776 South High Street, Columbus, Ohio, a 937-acre
farm located in Rio Grande, Ohio, and a 30-acre farm located in
Richardson, Texas. The two farm locations serve as visitor
centers, are tourist attractions and are open to the general
public.

Food Products Segment

The food products segment has seven sausage manufacturing plants:
three in Ohio; two in Texas; and one each in Michigan and
Illinois; one prepared salads manufacturing plant in Virginia;
one charcoal manufacturing plant in Tennessee; and three
manufacturing plants producing liquid smoke flavoring products
(one in Missouri, one in Tennessee (which also produces charcoal
products) and one in Kentucky). All of these properties are
owned in fee by the Company. The Company owns regional sales
offices in Westland, Michigan, and in Houston, San Antonio,
Lubbuck and Tyler, Texas. In addition, various other locations
are rented by the Company throughout its marketing territory
which serve as regional and divisional sales offices.

Restaurant Segment

Of the 354 restaurants operated by the Company, 310 are owned in
fee and 44 are leased from unaffiliated persons. All lease
agreements contain either multiple renewal options or options to
purchase. Seven of these leased properties have terms that will
expire through May 1, 2000. With respect to these seven leases,
the Company has the following options: four leases contain four
five-year renewal options; one lease contains six five-year
renewal options; one lease has no renewal options remaining (the
Company intends to negotiate a new lease agreement); and one
lease has three five-year renewal options.

Item 3. LEGAL PROCEEDINGS.

Not applicable.

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

Not applicable.

Executive Officers of the Registrant

The following table sets forth the executive officers of the
Registrant and certain information with respect to each executive
officer. Unless otherwise indicated, each person has held his or
her principal occupation for more than five years. The executive
officers are appointed by and serve at the pleasure of the Board
of Directors.

Name, Age and Period of
Service as an Officer of the Principal Occupations for
Registrant; Positions and Past Five Years and Other
Offices with the Registrant Information

Daniel E. Evans, age 58; Chairman of the Board, Chief
Chairman of the Board, Chief Executive Officer and
Executive Officer, Secretary Secretary of the Registrant.
and a Director of the Mr. Evans is the first
Registrant; 39 years as an cousin of J. Tim Evans, a
officer of the Registrant. director of the Registrant.

Donald J. Radkoski, age 40, Group Vice President -
Group Vice President - Finance Group since January
Finance Group, Treasurer, and 1994, Treasurer and Chief
Chief Financial Officer; Financial Officer since May
seven years as an officer of 1993, Senior Vice President
the Registrant. from May 1993 to December
1993, Vice President of
Finance and Assistant
Treasurer from 1989 to May
1993, and Assistant
Treasurer from 1988 to 1989,
of the Registrant.

Stewart K. Owens, age 40; Executive Vice President and
Executive Vice President, Chief Operating Officer
Chief Operating Officer and a since January 1994 and Group
Director of the Registrant; Vice President - Food
five years as an officer of Products Group from 1990 to
the Registrant. December 1993, of the
Registrant. President and
Chief Operating Officer of
Owens Country Sausage, Inc.,
a subsidiary of the
Registrant, since 1984.

Larry C. Corbin, age 53; Senior Group Vice President
Senior Group Vice President - - Restaurant Operations
Restaurant Operations Group Group since January 1994,
and a Director of the Group Vice President -
Registrant; 27 years as an Business Development from
officer of the Registrant. 1990 to December 1993,
Executive Vice President,
Operations and Development,
Restaurant Division, from
1988 to 1990, Senior Vice
President, Operations and
Development, Restaurant
Division, from 1987 to 1988,
and Senior Vice President,
Operations, Restaurant
Division, from 1974 to 1987,
of the Registrant.

Roger D. Williams, age 44; Senior Group Vice President
Senior Group Vice President - - Food Products/Marketing/
Food Products/Marketing/ Purchasing/Technical
Purchasing/Technical Services since
Services; 16 years as an January 1994, Group Vice
officer of the Registrant. President - Marketing &
Purchasing/ Technical
Services from 1990 to
December 1993, Senior Vice
President, Director of
Marketing, Restaurant
Division, from 1988 to 1990,
and Vice President, Director
of Marketing, Restaurant
Division, from 1980 to 1988,
of the Registrant.

Howard J. Berrey, age 53; Group Vice President - Real
Group Vice President - Real Estate/ Construction &
Estate/Construction & Engineering Group since
Engineering Group; 16 years 1990, Senior Vice President,
as an officer of the Director of Real Estate,
Registrant. Restaurant Division, from
1988 to 1990, and Vice
President, Director of Real
Estate, Restaurant Division,
from 1978 to 1988, of the
Registrant.

James B. Radebaugh, age 47; Group Vice President -
Group Vice President - Administration & Human
Administration & Human Resources Group since
Resources Group of the January 1994, Group Vice
Registrant; five years as an President - Corporate
officer of the Registrant. Development from August 1990
to December 1993, and Vice
President from April 1990
to August 1990, of the
Registrant.

Joseph B. Crace, age 40; Group Vice President-
Group Vice President - Specialty Products &
Specialty Products & Business Business Development Group
Development Group of the since January 1994, and Vice
Registrant; three years as an President from April 1992
officer of the Registrant. to December 1993, of the
Registrant. President since
1989, and Vice President
from 1978 to 1986, of
Hickory Specialties, Inc.,
a subsidiary of the
Registrant.

Mary L. Cusick, age 39; Vice Vice President - Corporate
President - Corporate Communications since 1990,
Communications since 1990; Director of Corporate
five years as an officer of Communications from 1981 to
the Registrant. 1990, and assistant director
of public relations since
1978, of the Registrant.

PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.

In accordance with General Instruction G(2), the information
contained under the subcaption "Stock Price Ranges and
Dividends," at page 10 of Registrant's Annual Report to
Stockholders for the fiscal year ended April 28, 1995, is
incorporated herein by reference.

Item 6. SELECTED FINANCIAL DATA.

In accordance with General Instruction G(2), the information for
the years 1986 through 1995 contained under the subcaption
"Comparative Highlights for Ten Years," at page 10 of the
Registrant's Annual Report to Stockholders for the fiscal year
ended April 28, 1995, 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," at pages 20 and 21 of the
Registrant's Annual Report to Stockholders for the fiscal year
ended April 28, 1995, is incorporated herein by reference.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements included on pages 12 through 19 and the
Auditor's report thereon included on Page 22 of the Registrant's
Annual Report to Stockholders for the fiscal year ended April 28,
1995, are incorporated herein by reference.

The "Quarterly Financial Data" included in Note G of the Notes to
Consolidated Financial Statements on page 18 of the Registrant's
Annual Report to Stockholders for the fiscal year ended April 28,
1995, is also incorporated herein by reference.

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

Not applicable.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

In accordance with General Instruction G(3), the information
contained under the caption "ELECTION OF DIRECTORS" in the
Registrant's definitive Proxy Statement dated July 3, 1995, filed
with the Securities and Exchange Commission pursuant to
Regulation 14A promulgated under the Securities Exchange Act of
1934, 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 the Registrant." The Registrant is not required to
make any disclosure pursuant to Item 405 of Regulation S-K.

Item 11. EXECUTIVE COMPENSATION.

In accordance with General Instruction G(3), the information
contained under the captions "COMPENSATION OF EXECUTIVE OFFICERS
AND DIRECTORS" and "COMPENSATION COMMITTEE, STOCK OPTION
COMMITTEE AND COMPENSATION/STOCK OPTION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION" in the Registrant's Proxy Statement dated
July 3, 1995, filed with the Securities and Exchange Commission
pursuant to Regulation 14A promulgated under the Securities
Exchange Act of 1934, is incorporated herein by reference.
Neither the report of the Compensation Committee, the Stock
Option Committee, and the Compensation/Stock Option Committee of
the Registrant's Board of Directors on executive compensation nor
the performance graph included in the Registrant's Proxy
Statement dated July 3, 1995, shall be deemed to be incorporated
herein by reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

In accordance with General Instruction G(3), the information
contained under the caption "VOTING SECURITIES AND PRINCIPAL
HOLDERS THEREOF" in the Registrant's definitive Proxy Statement
dated July 3, 1995, filed with the Securities and Exchange
Commission pursuant to Regulation 14A promulgated under the
Securities Exchange Act of 1934, is incorporated herein by
reference.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K.

(a) Documents Filed as Part of this Report

1 & 2 Financial Statements and Financial Statement Schedules:

The response to this portion of Item 14 is
submitted as a separate section of this report.

3 Exhibits:

Exhibits filed with this Annual Report on Form 10-K are
attached hereto. For a list of such exhibits, see "Index to
Exhibits" at page 54. The following table provides certain
information concerning executive compensation plans and
arrangements required to be filed as exhibits to this Annual
Report on Form 10-K.

Executive Compensation Plans and Arrangements

Exhibit No. Description Location

10(a) Restated Bob Evans Farms, Page 58
Inc. and Affiliates 401K
Retirement Plan
(effective January 1,
1994, except as otherwise
provided

10(b) Bob Evans Farms, Inc. and Incorporated herein
Affiliates 401K by reference to
Retirement Plan Summary Plan Exhibit 4(e) to the
Description Registrant's Pre-
Effective Amendment
No. 1 to Form S-8
Registration State-
ment, filed
April 27, 1990
(Registration No.
33-34149)

10(c) Bob Evans Farms, Inc. and Incorporated herein
Affiliates 401K by reference to
Retirement Plan Trust Exhibit 4(f) to the
(effective May 1, 1990) Registrant's Pre-
Effective Amendment
No. 1 to Form S-8
Registration State-
ment, filed
April 27, 1990
(Registration No.
33-34149)

10(d) Bob Evans Farms, Inc. Incorporated herein
1985 Incentive Stock by reference to
Option Plan Exhibit 4(c) to the
Registrant's Regis-
tration Statement
on Form S-8, filed
September 12, 1985
(Registration No.
33-242)

10(e) Bob Evans Farms, Inc. Incorporated herein
1987 Incentive Stock by reference to
Option Plan Exhibit 4(a) to the
Registrant's Regis-
tration Statement
on Form S-8, filed
October 19, 1987
(Registration No.
33-17978)

10(f) Agreement, dated Incorporated
February 24, 1989, herein
between Daniel E. Evans by reference
and Bob Evans Farms, to Exhibit 10(g)
Inc.; and Schedule A to to the
Exhibit 10(h) Registrant's
identifying other Annual
substantially identical Report on Form
Agreements between 10-K
Bob Evans Farms, for the fiscal
Inc. and certain of the year
executive officers of Bob ended April 28,
Evans Farms, Inc. 1989
(File No. 0-1667);
and to Exhibit
10(h)
to the
Registrant's
Annual Report on
Form 10-K for the
fiscal year ended
April 29, 1994
(File No. 0-1667)

10(g) Bob Evans Farms, Inc. Incorporated
1989 Stock Option Plan herein
for Nonemployee by reference to
Directors Exhibit 4(d)
to the
Registrant's Regis-
tration Statement on
Form S-8, filed
August 23, 1989
(Registration No.
33-30665)
10(h) Bob Evans Farms, Inc. Incorporated
1991 Incentive Stock herein
Option Plan by reference to
Exhibit 4(d) to
the Registrant's Regis-
tration Statement
on Form S-8, filed
September 13, 1991
(Registration No.
33-42778)

10(i) Bob Evans Farms, Inc. Incorporated
Supplemental Executive herein
Retirement Plan by reference to
Exhibit 10(i)
to the
Registrant's
Annual
Report on Form
10-K
for the fiscal
year
ended April 24,
1992
(File No. 0-1667)

10(j) Bob Evans Farms, Inc. Incorporated
Nonqualified Stock Option herein
Plan by reference to
Exhibit 10(j) to
the Registrant's
Annual
Report on Form
10-K
for the fiscal
year
ended April 24,
1992
(File No. 0-1667)

10(k) Bob Evans Farms, Inc. Incorporated
Long Term Incentive Plan herein by
for Managers reference to
Exhibit 10(k) to
the Registrant's
Annual Report on
Form 10-K for the
fiscal year ended
April 30, 1993
(File No. 0-1667)

10(l) Bob Evans Farms, Inc. Incorporated
1994 Long Term Incentive herein by
Plan reference to
Exhibit 10(n)
to the
Registrant's
Annual
Report on Form
10-K for
the fiscal year
ended
April 29, 1994
(File No. 0-1667)

(b) Reports on Form 8-K

There were no Current Reports on Form 8-K filed during the
fiscal quarter ended April 28, 1995.

See Item 14(a) (3) above.

(d) Financial Statement Schedules

The response to this portion of Item 14 is submitted as a
separate section of this Report.

SIGNATURES

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

Bob Evans Farms, Inc.

July 21, 1995 By: /s/Donald J. Radkoski
Donald J. Radkoski
Group Vice President-Finance Group
and Treasurer (Chief
Financial Officer & Chief
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 Registrant and in the capacities and on the
dates indicated.

Signature Title Date

Chairman of the Board, July 21, 1995
/s/ Daniel E. Evans Chief Executive
Daniel E. Evans Officer and Secretary

Director July 21, 1995
/s/ Larry C. Corbin
Larry C. Corbin

Director July 21, 1995
/s/ J. Tim Evans
J. Tim Evans

Director July 21, 1995
/s/ Daniel A. Fronk
Daniel A. Fronk

Director July 21, 1995
/s/ Cheryl L. Krueger
Cheryl L. Krueger

Director July 21, 1995
/s/ G. Robert Lucas II
G. Robert Lucas II

Director July 21, 1995
/s/ Stewart K. Owens
Stewart K. Owens

Director July 21, 1995
/s/ Robert E. H. Rabold
Robert E. H. Rabold

Director July 21, 1995
/s/ Robert S. Wood
Robert S. Wood

Group Vice President- July 21, 1995
/s/ Donald J. Radkoski Finance Group and Treasurer
Donald J. Radkoski (Chief Financial Officer
& Chief Accounting Officer)

**************************

ANNUAL REPORT ON FORM 10-K

ITEM 14(a)(1) and (2) and ITEM 14(d)

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

FINANCIAL STATEMENT SCHEDULES

FISCAL YEAR ENDED APRIL 28, 1995

BOB EVANS FARMS, INC.

COLUMBUS, OHIO

FORM 10-K -- ITEMS 14(a)(1) and (2) and 14(d)

BOB EVANS FARMS, INC.

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

The following consolidated financial statements of Bob
Evans Farms, Inc. and subsidiaries, included in the Annual Report
of the Registrant to its stockholders for the fiscal year ended
April 28, 1995, are incorporated by reference in Item 8.

Balance Sheets -- April 28, 1995 and April 29, 1994

Statements of Income -- Years ended April 28, 1995,
April 29, 1994 and April 30, 1993

Statements of Stockholders' Equity -- Years
ended April 28, 1995, April 29, 1994 and April 30, 1993

Statements of Cash Flows -- Years ended April 28, 1995,
April 29, 1994 and April 30, 1993

Notes to Financial Statements -- April 28, 1995

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

Consolidated Financial Review
Bob Evans Farms, Inc. and Subsidiaries

<TABLE>

Comparative Highlights for Ten Years

<CAPTION>
Income
Income Per Share Cash
Before Before Dividends
Long-Term Income Before Income Extraordinary Extraordinary Per
Year Total Assets Debt Net Sales Income Taxes Taxes Gain Gain Share

<C> <C> <C> <C> <C> <C> <C> <C> <C>
1995 $488,101,000 $2,250,000 $766,968,000 $86,869,000 $33,359,000 $53,510,000 $1.27 $.29
1994 413,875,000 - 699,038,000 76,514,000 28,332,000 48,182,000 1.15 .27
1993 363,075,000 - 653,176,000 68,540,000 25,478,000 43,062,000 1.03 .25
1992 325,538,000 1,200,000 556,304,000 62,409,000 23,080,000 39,329,000 .94 .21
1991 287,254,000 1,600,000 501,305,000 53,882,000 20,247,000 33,635,000 .81 .20
1990 260,643,000 2,000,000 454,339,000 44,046,000 16,301,000 27,745,000 .65 .19
1989 244,198,000 2,400,000 419,529,000 48,754,000 18,091,000 30,663,000 .71 .17
1988 219,448,000 2,800,000 395,061,000 48,343,000 19,014,000 29,329,000 .68 .17
1987 193,098,000 3,200,000 327,160,000 41,226,000 19,756,000 21,470,000 .52 .15
1986 149,493,000 - 262,682,000 36,608,000 16,033,000 20,575,000 .50 .12

</TABLE>

Stock Price Ranges and Dividends
The common stock of the company is traded on the NASDAQ National
Market System and is identified by the symbol BOBE. The approximate
number of record holders of the company's common stock at May 26,
1995, was 29,479. The high and low closing bid quotations for the
company's common stock, as reported on NASDAQ, and cash dividends paid
thereon for each fiscal quarter (13 weeks) of the company's past two
fiscal years have been as follows:

Cash
Dividends
Fiscal Year High Low Per Share

1995
1st Quarter $22 $20 3/8 $.0725
2nd Quarter 21 5/8 19 5/8 .0725
3rd Quarter 22 3/16 19 1/2 .0725
4th Quarter 21 1/2 19 7/8 .0725

1994
1st Quarter $19 $16 7/8 $.0675
2nd Quarter 19 1/8 17 7/8 .0675
3rd Quarter 22 1/2 18 1/2 .0675
4th Quarter 23 1/4 19 7/8 .0675

Consolidated Balance Sheets
Bob Evans Farms, Inc. and Subsidiaries

Assets April 28, 1995 April 29, 1994

Current Assets
Cash and equivalents $ 10,451,000 $ 8,098,000
Trade accounts receivable 15,570,000 15,445,000
Inventories 17,256,000 15,799,000
Deferred income taxes 6,162,000 4,585,000
Prepaid expenses 2,936,000 3,514,000
Total Current Assets 52,375,000 47,441,000
Property, Plant and Equipment, at cost
Buildings 288,260,000 240,394,000
Machinery and equipment 146,255,000 124,759,000
Other 19,572,000 17,556,000
454,087,000 382,709,000
Less accumulated depreciation 177,542,000 160,061,000
276,545,000 222,648,000
Land 133,135,000 116,225,000
Construction in progress 7,168,000 10,897,000
Net Property, Plant and Equipment 416,848,000 349,770,000
Other Assets
Deposits and other 2,243,000 2,002,000
Long-term investments 2,303,000 -
Deferred income taxes 1,573,000 1,049,000
Cost in excess of net assets acquired 11,016,000 11,555,000
Other intangible assets 1,743,000 2,058,000
Total Other Assets 18,878,000 16,664,000
$488,101,000 $413,875,000

Liabilities and Stockholders' Equity

Current Liabilities
Line of credit $ 25,600,000 $ 9,500,000
Accounts payable 7,325,000 1,532,000
Dividends payable 3,068,000 2,839,000
Federal and state income taxes 4,633,000 6,231,000
Accrued wages and related liabilities 13,691,000 10,546,000
Other accrued expenses 31,253,000 28,904,000
Total Current Liabilities 85,570,000 59,552,000
Long-Term Liabilities
Deferred income taxes 6,409,000 5,495,000
Notes payable (net of discount of
$600,000) 2,250,000 -
Total Long-Term Liabilities 8,659,000 5,495,000
Stockholders' Equity
Common stock, $.01 par value
Authorized 100,000,000 shares;
issued 42,638,118 shares
in 1995 and 1994 426,000 426,000
Capital in excess of par value 144,741,000 144,782,000
Retained earnings 252,961,000 211,294,000
398,128,000 356,502,000
Less treasury stock: 309,620 shares
in 1995 and 575,890 shares
in 1994, at cost 4,256,000 7,674,000
Total Stockholders' Equity 393,872,000 348,828,000
$488,101,000 $413,875,000

<TABLE>

Consolidated Statements
of Income
Bob Evans Farms, Inc. and Subsidiaries

Years Ended April 28, 1995,
April 29, 1994, and April 30, 1993 1995 1994 1993

<S> <C> <C> <C>
Net sales $766,968,000 $699,038,000 $653,176,000

Cost of sales 229,256,000 221,558,000 207,106,000
Operating wage and fringe
benefit expenses 225,280,000 201,606,000 189,150,000
Other operating expenses 101,703,000 91,287,000 84,106,000
Selling, general and administrative
expenses 98,048,000 85,015,000 83,594,000
Depreciation expense 25,820,000 23,082,000 20,753,000

Operating Profit 86,861,000 76,490,000 68,467,000

Net interest 8,000 24,000 73,000

Income Before Income Taxes 86,869,000 76,514,000 68,540,000

Provisions for income taxes
Federal 27,316,000 23,060,000 20,862,000
State 6,043,000 5,272,000 4,616,000
33,359,000 28,332,000 25,478,000

Net Income $ 53,510,000 $ 48,182,000 $43,062,000

Net income per share $1.27 $1.15 $1.03

</TABLE>

<TABLE>

Consolidated Statements
of Stockholders' Equity
Bob Evans Farms, Inc. and Subsidiaries

Years Ended April 28, 1995, April 29, 1994,
and April 30, 1993

<CAPTION>
Capital Total
Common Stock in Excess Retained Treasury Stockholders'
Shares Par Value of Par Value Earnings Stock Equity

<S> <C> <C> <C> <C> <C> <C>
Balances at 4/24/92 42,638,118 $426,000 $143,027,000 $141,277,000 $(10,583,000) $274,147,000
Net income 43,062,000 43,062,000
Dividends declared of
$.25 per share (10,367,000) (10,367,000)
Purchase of treasury
stock (535,000) (535,000)
Tax benefit from disqualified
disposition of stock
options exercised 197,000 197,000
Compensation expense
attributable to stock
options granted 1,382,000 1,382,000
Distribution of treasury
stock due to exercise
of stock options and
payment of employee
bonuses (70,000) 1,484,000 1,414,000
Balances at 4/30/93 42,638,118 426,000 144,339,000 174,169,000 (9,634,000) 309,300,000
Net income 48,182,000 48,182,000
Dividends declared of
$.27 per share (11,351,000) (11,351,000)
Purchase of treasury
stock (116,000) (116,000)
Tax benefit from disqualified
disposition of stock
options exercised 294,000 294,000
Compensation expense
attributable to stock
options granted 500,000 500,000
Distribution of treasury
stock due to exercise
of stock options and
payment of employee
bonuses (57,000) 2,076,000 2,019,000
Balances at 4/29/94 42,638,118 426,000 144,782,000 211,294,000 (7,674,000) 348,828,000
Net income 53,510,000 53,510,000
Dividends declared of
$.29 per share (12,245,000) (12,245,000)
Tax benefit from disqualified
disposition of stock
options exercised 402,000 402,000
Compensation expense
attributable to stock
options granted 706,000 706,000
Compensation expense
attributable to stock
awards (203,000) 525,000 322,000
Distribution of treasury
stock due to exercise
of stock options and
payment of employee
bonuses (544,000) 2,893,000 2,349,000

Balances at 4/28/95 42,638,118 $426,000 $144,741,000 $252,961,000 $(4,256,000) $393,872,000

See Notes to Consolidated Financial Statements

</TABLE>

<TABLE>

Consolidated Statements
of Cash Flows
Bob Evans Farms, Inc. and Subsidiaries

Years Ended April 28, 1995,
April 29, 1994, and April 30, 1993 1995 1994 1993

<S> <C> <C> <C>
Operating Activities:
Net income $53,510,000 $48,182,000 $43,062,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 26,674,000 23,937,000 21,632,000
Deferred income taxes (1,187,000) (2,061,000) (3,471,000)
Loss (gain) on sale of property and
equipment (115,000) (85,000) 191,000
Compensation expense attributable
to stock plans 1,080,000 822,000 1,382,000
Cash provided by (used for) current
assets and current liabilities:
Accounts receivable (125,000) (2,900,000) 436,000
Inventories (1,457,000) (985,000) (73,000)
Prepaid expenses 578,000 (143,000) (179,000)
Accounts payable 5,793,000 2,670,000 (2,436,000)
Federal and state income taxes (1,196,000) (1,143,000) 505,000
Accrued wages and related liabilities 3,093,000 345,000 4,000
Other accrued expenses 2,349,000 838,000 4,330,000
Net cash provided by operating
activities 88,997,000 69,477,000 65,383,000

Investing Activities:
Investment in Greenriver Charcoal, Inc. - - (3,046,000)
Purchase of property, plant and equipment (94,766,000) (72,910,000) (52,115,000)
Net proceeds from sale of short-term
investments - 1,947,000 7,217,000
Purchase of long-term investments (2,303,000) - -
Proceeds from sale of property, plant
and equipment 1,983,000 909,000 513,000
Other (241,000) 161,000 (380,000)
Net cash used in investing
activities (95,327,000) (69,893,000) (47,811,000)

Financing Activities:
Cash dividends paid (12,016,000) (11,130,000) (10,049,000)
Purchase of treasury stock - (116,000) (535,000)
Draws on line of credit 16,100,000 9,500,000 -
Proceeds from issuance of note payable 2,250,000 - -
Payments on long-term debt - - (1,600,000)
Distribution of treasury stock
due to the exercise of stock
options and employee bonuses 2,349,000 2,019,000 1,414,000
Net cash provided by (used in)
financing activities 8,683,000 273,000 (10,770,000)
Increase (decrease) in cash and equivalents 2,353,000 (143,000) 6,802,000
Cash and equivalents at the beginning
of the year 8,098,000 8,241,000 1,439,000
Cash and equivalents at the end
of the year $ 10,451,000 $ 8,098,000 $ 8,241,000

See Notes to Consolidated Financial Statements

</TABLE>

Notes to Consolidated
Financial Statements
Bob Evans Farms, Inc. and Subsidiaries April 28, 1995

Note A -- Summary of Significant Accounting Policies
Principles of Consolidation: The consolidated financial statements
include the accounts of the company and its wholly-owned subsidiaries.
Intercompany accounts and transactions have been eliminated.
Fiscal Year: The company's fiscal year ends on the last Friday in
April. References herein to 1995, 1994, and 1993 refer to fiscal
years ended April 28, 1995; April 29, 1994; and April 30, 1993,
respectively. Fiscal 1993 was comprised of 53 weeks as compared to
1995 and 1994, which were both 52-week periods.
Cash and Equivalents: Cash and equivalents includes cash on hand
and deposits at financial institutions with maturities of less than
three months.
Investments: The company records investments at cost, which
approximates market.
Inventories: The company values inventories at the lower of first-
in, first-out cost or market. Inventory is composed of raw materials
and supplies ($11,880,000 in 1995, $10,530,000 in 1994) and finished
goods ($5,376,000 in 1995, $5,269,000 in 1994).
Property, Plant and Equipment: The company calculates depreciation
on the straight-line and declining-balance methods at rates adequate
to amortize costs over the estimated useful lives of buildings (15 to
25 years), machinery and equipment (3 to 10 years), and other (5 to 25
years). The straight-line depreciation method was adopted for all
property placed in service on or after April 30, 1994. Depreciation
on property placed in service prior to April 30, 1994, continues to be
calculated principally on accelerated methods. The company believes
the new method will more accurately reflect its financial results by
better matching costs of new property over the useful lives of the
assets. In addition, the new method more closely conforms with that
prevalent in the industry. The effect of the change on net income per
share for the year ended April 28, 1995, was de minimis.
Cost in Excess of Net Assets Acquired: The cost in excess of net
assets acquired (goodwill) is being amortized over 25 years using the
straight-line method. The company uses the cash flow method to assess
the recoverability of goodwill. Accumulated amortization at April 28,
1995, and April 29, 1994, was $2,459,000 and $1,920,000, respectively.
Pre-opening Expenses: Expenditures related to the opening of new
restaurants, other than those for capital assets, are charged to
expense when incurred.
Cost of Sales: Cost of sales represents food cost in the
restaurant segment and cost of materials in the food products segment.
Net Income Per Share: The company calculates net income per share
based upon the weighted average number of common shares outstanding
during the year. Weighted average number of common shares outstanding
for 1995, 1994 and 1993, were 42,179,000; 42,006,000; and 41,872,000
respectively. Outstanding stock options do not have a material
dilutive effect.
Reclassifications: Certain 1994 and 1993 amounts have been
reclassified to conform with the 1995 classification.

Notes to Consolidated
Financial Statements
Bob Evans Farms, Inc. and Subsidiaries April 28, 1995

Note B -- Income Taxes
Deferred income taxes reflect the net tax effect of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes. Significant components of the company's deferred tax
liability and assets as of April 28, 1995, and April 29, 1994, are as
follows:

April 28, 1995 April 29, 1994
Deferred tax liability:
Accelerated depreciation $6,409,000 $5,495,000
Deferred tax assets:
Self-insurance 4,303,000 2,844,000
Other taxes 605,000 1,144,000
Vacation pay 913,000 680,000
Stock compensation plans 1,281,000 815,000
Accrued bonus 244,000 -
Inventory and other 389,000 151,000
Total deferred tax assets 7,735,000 5,634,000
Net deferred tax asset $(1,326,000) $ (139,000)

Significant components of the provisions for income taxes are as
follows:

1995 1994 1993
Current:
Federal $29,563,000 $25,438,000 $24,386,000
State 6,484,000 5,462,000 4,320,000
Total Current 36,047,000 30,900,000 28,706,000
Deferred:
Federal (2,247,000) (2,378,000) (3,524,000)
State (441,000) (190,000) 296,000
Total Deferred (2,688,000) (2,568,000) (3,228,000)
$33,359,000 $28,332,000 $25,478,000

Notes to Consolidated
Financial Statements
Bob Evans Farms, Inc. and Subsidiaries April 28, 1995

The company's provisions for income taxes differ from the amounts
computed by applying the federal statutory rate due to the following:

1995 1994 1993

Tax at statutory rate $30,404,000 $26,780,000 $23,304,000
State income tax (net) 3,928,000 3,427,000 3,047,000
Other (973,000) (1,875,000) (873,000)

Provisions for income taxes $33,359,000 $28,332,000 $25,478,000

Taxes paid during 1995; 1994 and 1993 were $36,647,000; $31,643,000
and $28,595,000, respectively.

Note C -- Credit Arrangements
The company has arrangements with certain banks from which it may
borrow up to $63,000,000 on a short-term basis. The arrangements are
reviewed annually for renewal. At April 28, 1995, $25,600,000 was
outstanding under these arrangements. During 1995 and 1994,
respectively, the maximum amounts outstanding under these arrangements
were $25,600,000 and $9,500,000 and the average amounts outstanding
were $10,857,000 and $1,506,000 with weighted average interest rates
of 5.95% and 5.15%.
Total interest expense of $569,000; $78,000, and $85,000 incurred
in 1995; 1994 and 1993, respectively, was capitalized in connection
with the company's restaurant construction activities.

Note D -- Stockholders' Equity
The company has employee stock option plans adopted in 1985; 1987;
1991 and 1994; a non-employee directors stock option plan adopted in
1989; and a nonqualified stock option plan adopted in 1992, in
conjunction with a supplemental executive retirement plan. The 1992
plan provides that the option price shall be not less than 50% of the
fair market value of the stock at the date of grant; all other plans
provide that the option price shall be the fair market value of the
stock at the grant date. Options may be granted for a period of up to
10 years under the 1985; 1987; 1991 and 1994 plans, and until all
available shares reserved have been issued or until the board
determines that the plan shall terminate under the 1989 and 1992 plans.
Except for the 1992 plan under which options become exercisable after a
certain waiting period, options granted under the plans become
exercisable at the rate of 20% per year beginning at the date of grant.
The 1994 plan also provides for the granting of performance share
awards in the form of common shares if certain performance objectives
are met. As of April 28, 1995, options for 1,447,010 shares were
outstanding, and options for 626,274 shares were exercisable at prices
ranging from $8.63 to $21.25 per share.
During 1995; 1994 and 1993, options of 226,749; 151,726 and 101,528
shares, respectively, were exercised at prices ranging from $8.63 to
$20.19 per share. At April 28, 1995, 3,137,687 shares were reserved
for issuance under the plans.

Notes to Consolidated
Financial Statements
Bob Evans Farms, Inc. and Subsidiaries April 28, 1995

The company's supplemental executive retirement plan (SERP) provides
retirement benefits to certain key management employees of the company
and its subsidiaries. The purpose of the 1992 nonqualified stock
option plan discussed earlier is to fund benefit obligations of the
company that arise under the SERP. To the extent that benefits under
the SERP are satisfied by grants of stock options under the
nonqualified plan, the plan will operate as an incentive plan that
produces both risk and reward to participants based on future growth in
the market value of the company's common stock. Since the company
intends to fund its obligations under the SERP on a current basis by
granting stock options under the nonqualified plan, the company
anticipates that no long-term unfunded pension obligations will arise
under the SERP. Compensation expense attributable to stock options
granted in 1995 and 1994 pursuant to the 1992 plan was $706,000 and
$500,000, respectively.

The company's long term incentive plan (LTIP) for managers, an
unfunded plan, provides for the award of up to an aggregate of 500,000
shares of the company's common stock to mid-level managers as incentive
compensation to attain growth in the net income of the company as well
as to help attract and retain management personnel. Shares awarded are
restricted until certain vesting requirements are met, at which time
all restricted shares are converted to unrestricted shares. LTIP
participants are entitled to cash dividends and to vote their
respective shares. Restrictions generally limit the sale, pledge or
transfer of the shares during a restricted period, not to exceed 12
years. In 1995, 40,286 shares were awarded as part of the LTIP.
Compensation expense attributable to the LTIP was $374,000 and $322,000
in 1995 and 1994, respectively.

Note E -- Profit Sharing Plan
The company has a profit sharing plan which covers substantially all
employees with at least one year of service. The annual contribution to
the plan is at the discretion of the company's board of directors. The
company's expenses related to contributions to the plan in 1995; 1994
and 1993 were $3,412,000; $3,104,000 and $2,484,000, respectively.

Note F -- Commitments and Contingencies
At April 28, 1995, the company had contractual commitments
approximating $15,946,000 for restaurant construction, plant equipment
additions and the purchases of land and inventory.
The company is from time to time involved in a number of claims and
litigation considered normal in the course of business. Various
lawsuits and assessments, among them employment discrimination,
product liability, workers' compensation claims and tax assessments,
are in litigation or pending litigation. While it is not feasible to
predict the outcome of these actions, in the opinion of the company,
these actions should not ultimately have a material adverse effect on
the financial position or results of operations of the company.

Notes to Consolidated
Financial Statements
Bob Evans Farms, Inc. and Subsidiaries April 28, 1995

Note G -- Quarterly Financial Data (Unaudited)

Net
Gross Net Income
Sales Profit Income Per Share

Fiscal Year 1995
First Quarter $197,939,000 $135,060,000 $13,183,000 $.31
Second Quarter 194,403,000 137,036,000 14,163,000 .34
Third Quarter 185,587,000 133,262,000 13,904,000 .33
Fourth Quarter 189,039,000 132,354,000 12,260,000 .29

Fiscal Year 1994
First Quarter $178,431,000 $121,246,000 $11,815,000 $.28
Second Quarter 177,038,000 121,386,000 12,409,000 .30
Third Quarter 166,625,000 115,253,000 12,204,000 .29
Fourth Quarter 176,944,000 119,595,000 11,754,000 .28

Fiscal Year 1993
First Quarter $159,410,000 $109,977,000 $10,411,000 $.25
Second Quarter 163,694,000 112,856,000 11,006,000 .26
Third Quarter 169,543,000 115,366,000 11,443,000 .27
Fourth Quarter 160,529,000 107,871,000 10,202,000 .25

Note: gross profit represents net sales less cost of sales (materials)

Notes to Consolidated
Financial Statements
Bob Evans Farms, Inc. and Subsidiaries April 28, 1995

Note H -- Industry Segments
The company's operations include restaurant operations and the
processing and sale of food and related products. The revenue from
these segments includes both sales to unaffiliated customers and
intersegment sales, which are accounted for on a basis consistent with
sales to unaffiliated customers. Intersegment sales and other
intersegment transactions have been eliminated in the financial
statements.
Operating profit represents earnings before interest and income
taxes. Identifiable assets by segment are those assets that are used
in the company's operations in each segment. General corporate assets
consist of investments and deferred income taxes.
Information on the company's industry segments is summarized as
follows:

1995 1994 1993

Sales
Restaurant operations $550,209,000 $495,129,000 $457,396,000
Food products 248,036,000 234,811,000 226,576,000
798,245,000 729,940,000 683,972,000
Intersegment sales of food
products (31,277,000) (30,902,000) (30,796,000)
Total $766,968,000 $699,038,000 $653,176,000

Operating Profit
Restaurant operations $ 60,135,000 $ 56,910,000 $ 51,248,000
Food products 26,726,000 19,580,000 17,219,000
Total $ 86,861,000 $ 76,490,000 $ 68,467,000

Depreciation and Amortization Expense
Restaurant operations $ 18,732,000 $ 16,216,000 $ 14,398,000
Food products 7,942,000 7,721,000 7,234,000
Total $ 26,674,000 $ 23,937,000 $ 21,632,000

Capital Expenditures
Restaurant operations $ 81,772,000 $ 62,576,000 $ 43,227,000
Food products 12,994,000 10,334,000 8,888,000
Total $ 94,766,000 $ 72,910,000 $ 52,115,000

Identifiable Assets
Restaurant operations $383,569,000 $317,739,000 $272,681,000
Food products 94,494,000 90,502,000 83,687,000
478,063,000 408,241,000 356,368,000
General corporate assets 10,038,000 5,634,000 6,707,000
Total $488,101,000 $413,875,000 $363,075,000

Auditor's Report
Bob Evans Farms, Inc. and Subsidiaries

Report of Ernst & Young LLP, Independent Auditors
Board of Directors
Bob Evans Farms, Inc.
Columbus, Ohio

We have audited the accompanying consolidated balance sheets of Bob
Evans Farms, Inc. and subsidiaries as of April 28, 1995, and April 29,
1994, and the related consolidated statements of income, stockholders'
equity, and cash flows for each of the three years in the period ended
April 28, 1995. 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 audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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. 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 financial statements referred to above present
fairly, in all material respects, the consolidated financial position
of Bob Evans Farms, Inc. and subsidiaries at April 28, 1995, and April
29, 1994, and the consolidated results of their operations and their
cash flows for each of the three years in the period ended April 28,
1995, in conformity with generally accepted accounting principles.

As discussed in note A to the financial statements, in fiscal 1995 the
company changed its method for accounting for depreciation.

Columbus, Ohio
May 24, 1995

Management's Discussion and Analysis
of Selected Financial Information
Bob Evans Farms, Inc. and Subsidiaries

Sales
Total sales for Bob Evans Farms, Inc. and subsidiaries increased
10% in 1995 over 1994. This compares with a 7% increase in 1994 over
1993. Fiscal years 1995 and 1994 were comprised of 52 weeks whereas
in 1993 there were 53 weeks.

Restaurant segment sales accounted for 72% of total sales in 1995
compared with 71% of total sales in 1994. Sales increased 11% in 1995
over 1994 as compared to 8% in 1994 over 1993. Most of these
increases were due to more restaurants in operation. The company
opened 44 restaurants during 1995 that included: 12 traditional Bob
Evans Restaurants, 25 Bob Evans "small-town" Restaurants and seven
Cantina del Rios. This compares with 23 restaurants opened during
1994 consisting of 11 traditional Bob Evans Restaurants, eight Bob
Evans "small-town" Restaurants and four Cantina del Rios. The total
number of restaurants in operation at the end of the year was 354,
compared to 315 a year ago. Also affecting sales were increases in
same-store sales of traditional Bob Evans Restaurants (restaurants
opened for 12 full months in 1995 and 1994) of 3.4% in 1995 and 3.0%
in 1994.

A variety of new menu items were added in 1995 to help keep the
company's menu fresh and give customers an opportunity to try
something new. A number of programs were initiated from time to time
such as "weekday breakfast breaks" and "daily dinner specials." No
one single menu item or program had a material impact on sales
although the company believes without the combination of these
additional menu items and programs, same-store sales increases would
have been less than reported. For 1995 the traditional Bob Evans
Restaurant menu price increased 3.1% compared with 2.7% in 1994.

Food product sales accounted for 28% of total sales in 1995 and
29% of sales in 1994. Sales increased 6% in 1995 and 4% in 1994. The
increase this year was due to increased pounds of sausage products
sold (approximately a 5% increase in 1995 and 2% in 1994) and
increased sales from Mrs. Giles Country Kitchens and Hickory
Specialties with combined sales of $52.3 million in 1995 or 24% of
food products segment sales compared with $46.7 million or 23% of food
products segment sales in 1994. This increase was mainly due to
increased sales of charcoal products at Hickory Specialties. The food
products segment sales increase in 1994 was mainly due to higher
wholesale prices of sausage products over a year ago and improved
sales of Hickory Specialties' charcoal and liquid-smoke flavorings.
The benchmark retail price for a one-pound roll of sausage was $2.79
in 1995 and $2.84 in 1994.

New product introductions during 1995 included Bob Evans
Homestyle Chicken & Noodles and a maple-flavored sausage product,
Maple Links. New product introductions during 1994 included Bob Evans
Homestyle Sausage Gravy & Biscuits and Country Lite Sausage products.
New product introductions added additional volume but were not
significant compared with the total pounds sold in 1995 or 1994.

Cost of Sales
As a percentage of sales, the consolidated cost of sales (cost of
materials) was 29.9%, 31.7% and 31.7% in 1995, 1994 and 1993,
respectively. The restaurant segment cost of sales percentage was
27.0% in 1995 compared with 27.5% in 1994 and 1993. The decrease in
1995 was mainly due to various changes in product mix. The food
products segment cost of sales percentage decreased in 1995 to 37.1%
compared to 41.9% in 1994 and 41.3% in 1993. This decrease in 1995
was due to lower live hog costs which averaged $31.00 per
hundredweight in 1995 compared with $39.25 per hundredweight in 1994
and $37.33 per hundredweight in 1993.

Operating Expenses
Consolidated operating expenses were 42.6%, 41.9% and 41.8% in
1995, 1994 and 1993, respectively. The largest component of operating
expenses was labor and fringe benefit expense, which amounted to
$225.3 million in 1995 compared to $201.6 in 1994. Of this increase,
$22.2 million occurred in the restaurant segment due to more
restaurants in operation. As a percent of sales, other operating
expenses were 13.3%, 13.1% and 12.9% of sales in 1995, 1994 and 1993,
respectively.

Selling, General and Administrative Expenses
As a percentage of sales, consolidated selling, general and
administrative expenses were 12.8%, 12.2% and 12.8% of sales in 1995,
1994 and 1993, respectively. The increase this year was mainly the
result of management training expenses needed to support increased
restaurant openings. The increased training expense in 1995 compared
to 1994 was approximately $2.8 million. Decreased advertising
expenditures resulted in most of the decrease from 1993 to 1994.

Taxes
The effective federal and state income tax rates were 38.4%,
37.0% and 37.2% in 1995, 1994 and 1993, respectively. The increase in
1995 was mostly attributable to increased state taxes. In fiscal year
1996, the effective tax rate is expected to be approximately 38.5%.

Net Income
Net income increased 11% in 1995 over 1994 and 12% in 1994 over
1993. The increase in 1995 was mainly attributable to strong margins
on sausage products due to lower live hog costs than in 1994. The
increase in the restaurant segment in 1995 was due to more restaurants
in operation. Additionally, the increase in the effective tax rate
affected both segments, and on a consolidated basis decreased current
year net income by more than $1.2 million. The increase in net income
in 1994 was due mainly to more restaurants in operation and improved
margins in sausage, charcoal and liquid smoke flavorings.

Liquidity and Capital Resources
Cash generated from both the restaurant and food products
segments has been used as the main source of funds for working capital
and capital expenditure requirements. Cash and equivalents
totaled $10.5 million at April 28, 1995, and $8.1 million at April 29,
1994. Dividends paid represented 22% of net income in 1995 and 23% of
net income in 1994.

Bank lines of credit were used for liquidity needs and capital
expansion during fiscal year 1995. At April 28, 1995, $25.6 million
was outstanding under such arrangements. The bank lines of credit
available were increased to $63 million during 1995 (compared to $53
million at the end of fiscal 1994) to meet liquidity and capital
resource requirements anticipated because of increased restaurant
expansion. The company believes that the funds needed for capital
expenditures and working capital during 1996 will be generated
internally and from available bank lines of credit. Longer-term
financing alternatives will be evaluated by the company, especially in
the event of acquisitions.

At April 28, 1995, the company had contractual commitments from
restaurant construction, plant equipment additions and land purchases
of approximately $15.9 million. Anticipated capital expenditures for
1996 are expected to approximate $90 million and depreciation and
amortization expenses are expected to approximate $29 million. The
company plans to build approximately 35 to 40 restaurants in fiscal
year 1996, as well as upgrade various properties, plants and equipment
in both segments.

Management's Outlook
Bob Evans Farms, Inc. and Subsidiaries

Management is unaware of any material events or uncertainties
that would cause the reported financial information not to be
indicative of future operating results.

Uncertainties for the new fiscal year include the cyclical nature
of the live hog market and its effect on the profitability in the food
products segment. It is anticipated that live hog costs for 1996 will
be in a range at or above 1995 fiscal year costs. Other uncertainties
in the food products segment are consumer acceptance of new products,
and the successful sale of products in any new markets opened. In the
restaurant segment, new restaurant expansion will depend
on availability of sites and weather conditions. Other uncertainties
in the restaurant segment are customer acceptance of new menu items,
new market expansion, unproven new restaurant concepts, possible
restaurant closings because of poor performance, ability to maintain
real growth in core stores and food safety issues. External factors
such as governmental initiatives, environmental compliance issues and
the economy impose various degrees of uncertainty on the company's
businesses.

Well-planned growth is an important part of the company's plans
in 1996. Restaurant segment plans call for the opening of
approximately 35 to 40 restaurants, which equates to a growth rate of
approximately 11%. Increased attention to operations is important in
order to increase customer satisfaction. New menu items and value
promotions such as the daily dinner specials and the weekday breakfast
breaks programs will continue in 1996 in an effort to increase
customer counts. Seasonal promotions and new menu items keep the menu
fresh and have been well accepted by customers.

Food products segment growth in 1996 is expected to come from new
product additions such as retail entree products (fresh and frozen)
and limited market expansion. The company plans to continue various
promotions designed to increase customer trial of existing products as
well as new product introductions.

Hickory Specialties successfully introduced two new products
last fiscal year: Wildfire Gourmet Hickory Charcoal and Woodstone Gas
Grill Briquettes. As a result of increased charcoal sales, a new
charcoal manufacturing facility is currently under construction at
Summer Shade, Ky. This facility is expected to be operational by
October 1995.

Expansion by acquisition in both the restaurant and food
products segments is a possibility. The timing, as well as the number
of acquisitions, is not known and will depend on market conditions as
well as satisfying various company criteria.

**************************************

BOB EVANS FARMS, INC.
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED APRIL 28, 1995

INDEX TO EXHIBITS

Exhibit
Number Description Location

3(a) Certificate of Incorporation Incorporated herein
of the Registrant by reference to
Exhibit 3(a) to the
Registrant's Annual
Report on Form 10-K
for its fiscal year
ended April 24, 1987
(File No. 0-1667)

3(b) Certificate of Amendment of Incorporated herein
Certificate of Incorporation by reference to
of the Registrant dated Exhibit 3(b) to the
August 26, 1987 Registrant's Annual
Report on Form 10-K
for its fiscal year
ended April 28, 1989
(File No. 0-1667)

3(c) Certificate of Adoption of Incorporated herein
Amendment to Certificate of by reference to
Incorporation of the Exhibit 3(c) to the
Registrant dated August 9, Registrant's Annual
1993 Report on Form 10-K
for its fiscal year
ended April 29, 1994
(File No. 0-1667)

3(d) Restated Certificate of Incorporated herein
Incorporation of Registrant by reference to
Exhibit 3(d) to the
Registrant's Annual
Report on Form 10-K
for its fiscal year
ended April 29, 1994
(File No. 0-1667)

3(e) By-Laws of the Registrant Incorporated herein
by reference to
Exhibit 3(c) to the
Registrant's Annual
Report on Form 10-K
for its fiscal year
ended April 24, 1987
(File No. 0-1667)

10(a) Restated Bob Evans Farms, Inc. Page 58
and Affiliates 401K Retirement
Plan (effective January 1,
1994, except as otherwise
provided)

10(b) Bob Evans Farms, Inc. and Page 111
Affiliates 401K Retirement
Plan Summary Plan Description
(effective January 1, 1995)

10(c) Bob Evans Farms, Inc. and Incorporated herein
Affiliates 401K Retirement by reference to
Plan Trust (effective May 1, Exhibit 4(f) to the
1990) Registrant's Pre-
Effective Amendment
No. 1 to Form S-8
Registration State
ment, filed
April 27, 1990
(Registration No. 33-
34149)

10(d) Bob Evans Farms, Inc. 1985 Incorporated herein
Incentive Stock Option Plan by reference to
Exhibit 4(c) to the
Registrant's Regis
tration Statement on
Form S-8, filed
September 12, 1985
(Registration No.
33-242)

10(e) Bob Evans Farms, Inc. 1987 Incorporated herein
Incentive Stock Option Plan by reference to
Exhibit 4(a) to the
Registrant's Regis
tration Statement on
Form S-8, filed
October 19, 1987
(Registration No. 33-
17978)

10(f) Agreement, dated February 24, Incorporated herein
1989, between Daniel E. Evans by reference to
and Bob Evans Farms, Inc.; and Exhibit 10(g) to the
Schedule A to Exhibit 10(h) Registrant's Annual
identifying other substan Report on Form 10-K
tially identical Agreements for its fiscal year
between Bob Evans Farms, Inc. ended April 28, 1989
and certain of the executive (File No. 0-1667);
officers of Bob Evans Farms, Page 92
Inc.

10(g) Bob Evans Farms, Inc. 1989 Incorporated herein
Stock Option Plan for Non- by reference to
employee Directors Exhibit 4(d) to the
Registrant's Regis
tration Statement on
Form S-8, filed
August 23, 1989
(Registration No. 33-
30665)

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

10(i) Bob Evans Farms, Inc. Incorporated herein
Supplemental Executive by reference to
Retirement Plan Exhibit 10(i) to the
Registrant's Annual
Report on Form 10-K
for its fiscal year
ended April 24, 1992
(File No. 0-1667)

10(j) Bob Evans Farms, Inc. Incorporated herein
Nonqualified Stock Option Plan by reference to
Exhibit 10(j) to the
Registrant's Annual
Report on Form 10-K
for its fiscal year
ended April 24, 1992
(File No. 0-1667)

10(k) Bob Evans Farms, Inc. Long Incorporated herein
Term Incentive Plan for by reference to
Managers Exhibit 10(k) to the
Registrant's Annual
Report on Form 10-K
for its fiscal year
ended April 30, 1993
(File No. 0-1667)

10(l) Bob Evans Farms, Inc. 1994 Incorporated herein
Long Term Incentive Plan by reference to
Exhibit 10(n) to the
Registrant's Annual
Report on Form 10-K
for its fiscal year
ended April 29, 1994
(File No. 0-1667)

11 Computation of Earnings Per Page 136
Share

13 Registrant's Annual Report to Page 26
Stockholders for the fiscal
year ended April 28, 1995 (Not
deemed filed except for
portions thereof which are
specifically incorporated by
reference into this Annual
Report on Form 10-K)

21 Subsidiaries of the Registrant Incorporated herein
by reference to
Exhibit 21 to the
Registrant's Annual
Report on Form 10-K
for its fiscal year
ended April 30, 1993
(File No. 0-1667)

23 Consent of Ernst & Young, Page 137
certified public accountants

27 Financial Data Schedule Page 138

Exhibit 10(a)

RESTATED BOB EVANS FARMS, INC. AND

AFFILIATES 401K RETIREMENT PLAN

_________

BOB EVANS FARMS, INC. AND AFFILIATES
401K RETIREMENT PLAN

Effective January 1, 1994
(except as otherwise provided herein)

BOB EVANS FARMS, INC. AND AFFILIATES
401K RETIREMENT PLAN

TABLE OF CONTENTS

ARTICLE PAGE

I. DEFINITIONS

Accounts 1
Adjustment Factor 1
Administrative Division 1
Affiliate 1
Annual Additions 2
Annuity Starting Date 2
Beneficiary 2
Break in Service 3
Code 3
Committee 3
Compensation 3
Effective Date 4
Employee 4
Employer 4
Employment Commencement Date 4
Entry Date 4
ERISA 4
Family Member 4
Forfeitures 5
Full Time 5
Giles Division 5
Hickory Division 5
Highly-Compensated Employee 5
Hour of Service 6
Inactive Participant 8
Investment Funds 8
Leased Employee 8
Lower-Compensated Employee 9
Normal Retirement Age 9
Owens Division 9
Participant 9
Plan 9
Plan Year 9
Profit Sharing Plan 9
Projected Annual Benefit 9
Qualified Election 10
Qualified Joint and Survivor Annuity 10
Restaurant Division 11
Sausage Division 11
Spouse or Surviving Spouse 11
Trust Agreement 11
Trust Fund 11
Trustee 11
Valuation Date 11
Year of Service 12

II. PARTICIPATION

2.01 Eligibility and Election to
Participate 12
2.02 Reemployment 12
2.03 Employment After Normal
Retirement Age 12
2.04 Designation of Beneficiary 12

III. CONTRIBUTIONS

3.01 Contribution of Participant Deferrals 13
3.02 Employer Contributions 15
3.03 Limitation of Participant Deferrals 17
3.04 Maximum Matching Contributions for
Highly-Compensated Employees 19
3.05 Combined Alternative Limitation on
Participant Deferrals and Employer
Matching Contributions 20
3.06 Rollover Contributions 21

IV. PARTICIPANT'S ACCOUNTS; ALLOCATIONS

4.01 Participant's Accounts 21
4.02 Allocation of Employer Contributions 22
4.03 Allocation of Net Gains or Losses;
Crediting of Accounts 22
4.04 Limitation of Annual Additions 23
4.05 Limitation of Reversion of
Contributions 25

V. INVESTMENT OF CONTRIBUTIONS AND VALUATION OF FUNDS

5.01 Investment Funds 25
5.02 Investment Fund Options 26
5.03 Investment of Employer Contributions 26
5.04 Valuation of Trust Fund 26

VI. WITHDRAWALS WHILE EMPLOYED

6.01 Withdrawal of Employee
Deferral Accounts 26
6.02 Hardship Withdrawals 27
6.03 Amount and Payment of Withdrawals 28

VII. AMOUNT AND DISTRIBUTION OF BENEFITS

7.01 Retirement Benefits 28
7.02 Death Benefits 28
7.03 Disability Benefits 28
7.04 Benefits Upon Termination of
Employment 28
7.05 Distribution of Benefits 30
7.06 Timing of Distributions 32
7.07 Eligible Rollover Distributions 33

VIII. DEFERRAL PLAN COMMITTEE

8.01 Appointment of Committee 34
8.02 Powers and Duties 34
8.03 Actions by the Committee 36
8.04 Interested Committee Members 36
8.05 Indemnification 36
8.06 Conclusiveness of Action 37
8.07 Payment of Expenses 37
8.08 Claims Procedure 37

IX. AMENDMENT TO THE PLAN

9.01 Right to Amend 39
9.02 Amendment Procedure 39

X. TERMINATION OF THE PLAN

10.01 Right to Terminate 39
10.02 Plan Merger and Consolidation 39
10.03 Successor Employer 39

XI. TRUST AND THE TRUSTEE

11.01 Employer to Select Trustee 40

XII. TOP HEAVY PLAN PROVISIONS

12.01 Definitions 41
12.02 Top Heavy Status 42
12.03 Minimum Contributions 43
12.04 Top Heavy Vesting 43

XIII. MISCELLANEOUS

13.01 Voluntary Plan 44
13.02 Forfeitures 44
13.03 Designation of Dates 44
13.04 Non-alienation of Benefits 45
13.05 Participant Loans 45
13.06 Inability to Receive Benefits 45
13.07 Lost Participants 46
13.08 Limitation of Rights 46
13.09 Gender 46
13.10 Invalid Provision 46
13.11 Notice Requirements 46
13.12 One Plan 47
13.13 Governing Law 47

BOB EVANS FARMS, INC. AND AFFILIATES

401K RETIREMENT PLAN

Bob Evans Farms, Inc., a Delaware corporation, hereby
adopts, as of the Effective Date, the following amended and
restated profit sharing and Section 401(k) plan for the exclu-
sive benefit of the Employer's eligible Employees and, where
applicable, the beneficiaries of such Employees. It is intended
that this Plan, together with the Trust Agreement, shall comply
with the applicable provisions of the Internal Revenue Code of
1986, as amended, and the Employee Retirement Income Security Act
of 1974, as amended. This Plan supersedes and replaces any other
profit sharing plan(s) that may have been adopted by the Employer
prior to the Effective Date.

ARTICLE I
DEFINITIONS

Whenever used herein, the following words and phrases
shall have the meaning specified below. Additional words and
phrases may be defined in the text of the Plan.

Accounts

"Accounts" means a Participant's Employee Deferral
Account, his Base Contributions Account, his Employer Matching
Contributions Account, his Rollover Account and his Employer
Profit Sharing Contributions Account. "Account" means the
aggregate of such Accounts.

Adjustment Factor

"Adjustment Factor" means the cost-of-living adjustment
prescribed by the Secretary of the Treasury under Code
Section 415(d) for years beginning after December 31, 1987, as
applied to such items and in such manner as the Secretary shall
provide.

Administrative Division

"Administrative Division" means the operations of the
Employer and its Affiliates performed by the Employer's
administrative group, as designated by the Employer.

Affiliate

"Affiliate" means any other employer which, together
with the Employer, is a member of a controlled group of corpora-
tions or of a commonly controlled trade or business [as defined
in Code Sections 414(b) and (c) and as modified by Code Section
415(h)] or of an affiliated service group [as defined in
Code Section 414(m)] or other organization described in Code
Section 414(o).

Annual Additions

"Annual Additions" means the sum of the following
amounts credited to a Participant's Account for the Limitation
Year under all defined contribution plans maintained by the
Employer:

(a) Employer contributions;

(b) Forfeitures;

(d) Amounts allocated after March 31, 1984 to an
individual medical account, as defined in Code Section 415(l)(2),
which is part of a pension or annuity plan maintained by the
Employer; and

(e) Amounts derived from contributions paid or
accrued after December 31, 1985 in taxable years ending after
such date which are attributable to postretirement medical
benefits allocated to the separate account of a key employee (as
defined in Section 416(i) of the Code) under a welfare benefit
fund (as defined in Section 419(e) of the Code) maintained by the
Employer. The amounts described under this paragraph (e) shall
not be subject to the 25% of compensation limit provided in
Section 4.04.

For purposes of the Plan, any excess amount applied to
reduce Employer contributions in the Limitation Year will be
considered Annual Additions for such Limitation Year.

Annuity Starting Date

"Annuity Starting Date" means the first day of the
first period for which an amount is paid as an annuity or in any
other form.

Beneficiary

"Beneficiary" means the individual, individuals or
trust designated by a Participant pursuant to the terms of
Section 2.04 to receive the death benefit payable under the Plan.

Break in Service

"Break in Service" means, for purposes of determining
an Employee's eligibility to participate in the Plan, a failure
by such Employee to complete more than 500 Hours of Service dur-
ing a 12-month period beginning on his Employment Commencement
Date and anniversaries thereof. For purposes of vesting under
the Plan, a "Break in Service" means a Plan Year during which a
Participant fails to complete more than 500 Hours of Service.

Code

"Code" means the Internal Revenue Code of 1986, as may
be amended from time to time.

Committee

"Committee" means the Deferral Plan Committee as
described in Article VIII.

Compensation

"Compensation" means the total amount reflected on a
Participant's Form W-2 for the Plan Year, representing wages,
overtime, and bonuses received, but excluding any non-cash
remuneration. "Compensation" shall also include tips received by
Participants employed by the Restaurant Division and reported to
the Employer pursuant to the applicable provisions of the Code.
Notwithstanding the preceding provisions of this section,
Compensation shall be the amount determined prior to any salary
deferrals described in Section 3.01 and prior to any
contributions to any cafeteria plan maintained by the Employer
pursuant to Section 125 of the Code; provided (a) effective for
Plan Years beginning after December 31, 1988, compensation paid
by the Employer during any Plan Year in excess of $200,000
multiplied by the Adjustment Factor shall be excluded; and
(b) effective for Plan Years beginning after December 31, 1993,
compensation paid by the Employer during any Plan Year in excess
of $150,000, adjusted under Code Section 401(a)(17), shall be
excluded. In determining the compensation of a Participant for
purposes of the $200,000 or $150,000 limit, the family
aggregation rules of Code Section 414(q)(6) will apply, except in
applying such rules, the term "family" will include only the
Spouse of the Participant and any lineal descendants of the
Participant who have not attained age 19 before the close of the
year. If, as a result of the application of such rules,
compensation would exceed the adjusted $200,000 or $150,000
limitation, then the limitation will be prorated among the
affected persons in proportion to each such person's compensation
as determined under this paragraph prior to the application of
this limitation.

Effective Date

"Effective Date" means, for this amended and related
Plan, January 1, 1994.

Employee

"Employee" means all employees of the Employer or an
Affiliate, excluding Leased Employees and employees who are
included in a unit of employees covered by an agreement which the
Secretary of Labor finds to be a collective bargaining agreement
between employee representatives and one or more employers, if
there is evidence that retirement benefits were the subject of
good faith bargaining between such employee representatives and
such employer or employers. Employees of the Employer and its
Affiliates shall be classified as either Restaurant Division
Employees, Sausage Division Employees, Owens Division Employees,
Administrative Division Employees, Hickory Division Employees or
Giles Division Employees as determined by the Employer in the
manner regularly used to classify Employees for the division in
which they primarily serve.

Employer

"Employer" means Bob Evans Farms, Inc. and any
Affiliate which, with the consent of the Employer, adopts this
Plan and joins in the Trust Agreement.

Employment Commencement Date

"Employment Commencement Date" means the date on which
the Employee first performs an Hour of Service for the Employer
or an Affiliate.

Entry Date

"Entry Date" means the first day of January or July
during the Plan Year.

ERISA

"ERISA" means the Employee Retirement Income Security
Act of 1974, as periodically amended.

Family Member

"Family Member means, with respect to any individual,
such individual's Spouse and lineal ascendants or descendants and
the spouses of such lineal ascendants or descendants.

Forfeitures

"Forfeitures" means the amount of a Participant's
Employer Matching Contributions Account and his Employer Profit
Sharing Contributions Account that such Participant is not
entitled to receive under Section 7.04 upon the termination of
his employment.

Full Time

"Full Time" means employment with the Employer or an
Affiliate for not less than 1,000 hours during the 12 consecutive
calendar months for which a determination is made.

Giles Division

"Giles Division" means the operations of the Employer
and its Affiliates performed by Mrs. Giles Country Kitchen.

Hickory Division

"Hickory Division" means the operations of the Employer
and its Affiliates performed by Hickory Specialties.

Highly-Compensated Employee

"Highly-Compensated Employee" means a highly-
compensated active employee and a highly-compensated former
employee. A highly-compensated active employee includes any
Employee who performs service for the Employer during the
determination year and who, during the look-back year
(a) received compensation from the Employer in excess of $75,000
multiplied by the Adjustment Factor; (b) received compensation
from the Employer in excess of $50,000 multiplied by the
Adjustment Factor and was a member of the top-paid group for such
year; or (c) was an officer of the Employer and received
compensation during such year that is greater than 50% of the
dollar limitation in effect under Code Section 415(b)(1)(A).

The term Highly-Compensated Employee also includes:
(a) Employees who are both described in the preceding paragraph
if the term "determination year" is substituted for the term
"look-back year" and the Employee is one of the 100 Employees who
received the most compensation from the Employer during the
determination year; and (b) Employees who are 5% owners at any
time during the look-back year or determination year. If no
officer has satisfied the compensation requirement of (c) in the
preceding paragraph during either a determination year or look-
back year, the highest paid officer for such year shall be
treated as a Highly-Compensated Employee. For this purpose, the
<PAGE>
determination year shall be the Plan Year. The look-back year
shall be the 12-month period immediately preceding the
determination year.

A highly-compensated former employee includes any Employee
who separated from service (or was deemed to have separated)
prior to the determination year, performs no service for the
Employer during the determination year and was a highly-
compensated active employee for either the separation year or any
determination year ending on or after the Employee's 55th
birthday. A separation year is the determination year the
Employee separates from service. If an Employee is, during a
determination year or look-back year, a Family Member of either a
5% owner who is an active or former Employee or a Highly-
Compensated Employee who is one of the 10 most Highly-Compensated
Employees ranked on the basis of compensation paid by the
Employer during such year, then the Family Member and the 5%
owner or top-10 Highly-Compensated Employee shall be aggregated.
In such case, the Family Member and 5% owner or top-10 Highly-
Compensated Employee shall be treated as a single Employee
receiving compensation and Plan contributions or benefits equal
to the sum of such compensation and contributions or benefits of
the Family Member and 5% owner or top-10 Highly-Compensated
Employee.

Notwithstanding the previous paragraph, with respect to any
Employee who separated from service prior to January 1, 1987, the
Plan may provide that such an Employee will be included as a
Highly-Compensated Employee only if the Employee was a 5% owner
or received compensation in excess of $50,000 during (a) the
Employee's separation year (or the year preceding such separation
year); or (b) any year ending on or after such individual's 55th
birthday (or the last year ending before such Employee's 55th
birthday).

The determination of who is a Highly-Compensated Employee,
including the determinations of the number and identity of
Employees in the top-paid group, the top 100 Employees, the
number of Employees treated as officers and the compensation that
is considered, will be made in accordance with Code
Section 414(q) and the regulations thereunder.

Hour of Service

"Hour of Service" means:

(a) each hour for which an Employee is paid, or
entitled to payment, for the performance of duties for the
Employer or an Affiliate. These hours shall be credited to the
Employee for the computation period or periods in which the
duties are performed;

(b) each hour for which an Employee is paid, or
entitled to payment, by the Employer or an Affiliate on account
of a period of time during which no duties are performed (irre-
spective of whether the employment relationship has terminated)
due to vacation, holiday, illness, incapacity (including disa-
bility), layoff, jury duty, military duty or leave of absence.
No more than 501 Hours of Service shall be credited under this
paragraph for any single continuous period (whether or not such
period occurs in a single computation period). Hours under this
paragraph shall be calculated and credited pursuant to Section
2530.200b-2 of the Department of Labor regulations which are
incorporated herein by reference; and

(c) each hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed to by the
Employer or an Affiliate. An Hour of Service credited under
paragraph (a) or (b) above will not be credited under this para-
graph (c). These hours shall be credited to the Employee for the
computation period or periods to which the award or agreement
pertains rather than the computation period in which the award,
agreement or payment is made.

(d) Solely for the purpose of determining whether a
Break in Service has occurred for eligibility or vesting, an
Employee who is absent from work for maternity or paternity
reasons shall receive credit for the Hours of Service which would
otherwise have been credited but for such absence or, in any case
in which such hours cannot be determined, 8 Hours of Service per
day of such absence. The total number of hours treated as Hours
of Service under this paragraph shall not exceed 501 hours. For
purposes of this paragraph, an absence from work for maternity or
paternity reasons means an absence due to:

(i) the pregnancy of the Employee;

(ii) the birth of a child of the Employee;

(iii) the placement of a child with the
Employee in connection with the adoption of such child
by the Employee; or

(iv) the caring for a child for a period
beginning immediately after birth or placement.

The Hours of Service credited under this paragraph (d)
shall be credited either in the computation period in which the
absence begins if the crediting is necessary to prevent a Break
in Service in that period or, in all other cases, in the follow-
ing computation period.

For purposes of the Plan, any Employee who is not
employed by the Employer or an Affiliate on an hourly basis shall
be credited with forty-five (45) Hours of Service during each
week of his employment if, pursuant to the provisions of para-
graphs (a), (b), (c) and (d) of this section, he would be
credited with at least one (1) Hour of Service during such week.

Inactive Participant

"Inactive Participant" means a Participant whose
employment with the Employer or an Affiliate has continued but
(a) whose participation has been suspended as a result of making
a withdrawal pursuant to Section 6.02 hereof; or (b) who has
suspended his deferrals pursuant to Section 3.01(c) hereof.

Investment Funds

"Investment Funds" means the investment funds as deter-
mined by the Committee and described in Section 5.02 for the
investment of Participants' Employee Deferral Accounts and
Rollover Accounts pursuant to Participant directions.

Leased Employee

"Leased Employee" means any person (other than an
employee of the recipient) who, pursuant to an agreement between
the recipient and any other person (leasing organization), has
performed services for the recipient [or for the recipient and
related persons determined in accordance with Code Sections
414(n) and 414(o)] on a substantially full-time basis for a
period of at least one year, and such services are of a type
historically performed by employees in the business field of the
recipient employer. Contributions or benefits provided a Leased
Employee by the leasing organization which are attributable to
services performed for the recipient employer shall be treated as
provided by the recipient employer.

A Leased Employee shall not be considered an employee
of the recipient if (a) such employee is covered by a money
purchase pension plan providing (i) a nonintegrated employer con-
tribution rate of at least 10% of compensation, as defined in
Code Section 415(c)(3), but including amounts contributed by the
employer pursuant to a salary reduction agreement which are
excludable from the employee's gross income under Code
Section 125, Section 402(a)(8), Section 402(h) or Section 403(b);
(ii) immediate participation; and (iii) full and immediate vest-
ing; and (b) Leased Employees do not constitute more than 20% of
the recipient's non-highly-compensated work force.

Lower-Compensated Employee

"Lower-Compensated Employee" means any Employee who is
not a Highly-Compensated Employee.

Normal Retirement Age

"Normal Retirement Age" means the Participant's 62nd
birthday; provided, however, that this Plan shall not be inter-
preted to require that a Participant retire prior to attaining
any specific age.

Owens Division

"Owens Division" means the operations of the Employer
and its Affiliates performed by Owens Country Sausage, Inc.

Participant

"Participant" means either (a) an Employee who is
participating in the Plan in accordance with Article II and for
whom Accounts are being maintained; or (b) a former Employee of
the Employer or an Affiliate for whom Accounts are being main-
tained.

Plan

"Plan" means the plan designated as the Bob Evans
Farms, Inc. and Affiliates 401K Retirement Plan, as described in
this document and as it may be periodically amended.

Plan Year

"Plan Year" means the 12 months beginning on each
January 1 and ending each December 31. The Plan Year shall be
the limitation year for purposes of Code Section 415 and
Section 4.04 of the Plan.

Profit Sharing Plan

"Profit Sharing Plan" means the Bob Evans Farms and
Affiliates Profit Sharing Retirement Plan and Trust and any pre-
decessor to such plan as in effect prior to May 1, 1990.

Projected Annual Benefit

"Projected Annual Benefit" means the annual benefit to
which a Participant would be entitled under all Employer spon-
sored defined benefit plans, assuming that the Participant
continues employment until his normal retirement date, that the
Participant's Compensation continues until his normal retirement
date at the rate in effect during the current calendar year and
that all other factors relevant for determining benefits under
the Plan remain constant at the level in effect during the cur-
rent calendar year.

Qualified Election

"Qualified Election" means a waiver of a Qualified
Joint and Survivor Annuity. Any waiver of a Qualified Joint and
Survivor Annuity shall not be effective unless (a) the Partici-
pant's Spouse consents in writing to the election; (b) the
election designated a specific Beneficiary, including any class
of beneficiaries or any contingent beneficiaries, which may not
be changed without spousal consent (or the Spouse expressly
permits designations by the Participant without any further
spousal consent); (c) the Spouse's consent acknowledges the
effect of the election; and (d) the Spouse's consent is witnessed
by a Plan representative or notary public. Additionally, a
Participant's waiver of the Qualified Joint and Survivor Annuity
shall not be effective unless the election designates a form of
benefit payment which may not be changed without spousal consent
(or the Spouse expressly permits designations by the Participant
without any further spousal consent). If it is established to
the satisfaction of a Plan representative that there is no Spouse
or that the Spouse cannot be located, a waiver will be deemed a
Qualified Election. Any consent by a Spouse obtained under this
provision (or establishment that the consent of a Spouse may not
be obtained) shall be effective only with respect to such Spouse.
A consent that permits designations by the Participant without
any requirement of further consent by such Spouse must acknowl-
edge that the Spouse has the right to limit consent to a specific
Beneficiary, and a specific form of benefit where applicable, and
that the Spouse voluntarily elects to relinquish either or both
of such rights. A revocation of a prior waiver may be made by a
Participant without the consent of the Spouse at any time before
the commencement of benefits. The number of revocations shall
not be limited. No consent obtained under this provision shall
be valid unless the Participant has received notice as provided
in Section 13.11.

Qualified Joint and Survivor Annuity

"Qualified Joint And Survivor Annuity" means an annuity
for the life of the Participant with a survivor annuity for the
life of his Spouse which is equal to 50% of the amount of the
annuity which is payable during the joint lives of the Partici-
pant and his Spouse and which is the amount of benefit which can
be purchased with the Participant's nonforfeitable Accounts.

Restaurant Division

"Restaurant Division" means the operations of the
Employer and its Affiliates performed by the Employer's
restaurant division, formerly Bob Evans Foods, Inc.

Sausage Division

"Sausage Division" means the operations of the Employer
and its Affiliates performed by the Employer's sausage division,
formerly Bob Evans Farms, Inc.

Spouse or Surviving Spouse

"Spouse" or "Surviving Spouse" means an individual who
is legally married to the Participant, provided that an
individual who was formerly married to the Participant will be
treated as the Spouse or Surviving Spouse to the extent provided
under a qualified domestic relations order, as described in Code
Section 414(p).

Trust Agreement

"Trust Agreement" means the agreement, and any amend-
ments made thereto, by and between the Employer and the Trustee
for the management, investment and disbursement of funds held in
the Trust Fund.

Trust Fund

"Trust Fund" means the Employer's portion of the fund
established pursuant to the terms of the Trust Agreement, which
fund may be comprised of one or more Investment Funds.

Trustee

"Trustee" means the bank, trust company and/or indi-
vidual designated by the Employer to hold and invest the Trust
Fund and to pay benefits and expenses as authorized by the
Committee in accordance with the terms and provisions of the
agreement by and between the Employer and such bank, trust
company and/or individual.

Valuation Date

"Valuation Date" means each, March 31, June 30,
September 30 and December 31, or more frequently if determined to
be necessary by the Committee.

Year of Service

"Year of Service" means, for vesting purposes, each
Plan Year during which a Participant is a Full-Time Employee of
the Employer or an Affiliate. For eligibility purposes, a "Year
of Service" means each 12-month period beginning on the Employee's
Employment Commencement Date and anniversaries thereof during which
he is a Full-Time Employee of the Employer or an Affiliate.

ARTICLE II
PARTICIPATION

2.01. Eligibility and Election to Participate

Each Employee who was a participant in the Plan on
December 31, 1993 shall remain a Participant in this Plan on the
Effective Date. Any other Employee shall become a Participant in
the Plan on the first Entry Date coinciding with or following the
date on which he has both completed one Year of Service and
attained age 21.

To be eligible to make Participant deferrals, a Parti-
cipant must complete an enrollment form and agree to make
contributions to the Plan, authorize the Employer to withhold
such contributions from his Compensation and pay the same to the
Trustee and designate a Beneficiary. An Employee who declines to
make Participant deferrals at the time when he is initially eli-
gible shall be a Participant for all other purposes of the Plan
and may elect to make Participant deferrals effective as of the
first day of any succeeding calendar quarter provided the
Employee completes the required form at least 20 days prior to
such date.

2.02. Reemployment

If a Participant whose employment has terminated is
subsequently reemployed, he shall be eligible to participate in
the Plan as of the Entry Date coinciding with or following his
date of reemployment.

2.03. Employment After Normal Retirement Age

A Participant who continues in the employ of the
Employer after his Normal Retirement Age shall continue to be a
Participant for all purposes of the Plan.

2.04. Designation of Beneficiary

(a) Each Participant shall designate a Beneficiary
to receive any death benefit payable under the Plan. In the
event the Participant dies before a distribution has occurred
pursuant to Section 7.01, 7.03 or 7.04, such distribution shall
be paid to the Participant's Surviving Spouse.

If there is no Surviving Spouse, or if the Surviving
Spouse consents to forego receipt of the distribution in accord-
ance with paragraph (b) below, distribution shall be made to any
person, persons or entity designated by the Participant as a
Beneficiary hereunder. If more than one Beneficiary is named,
the Participant may specify the sequence and/or proportion in
which payments must be made to each Beneficiary. In the absence
of such specification, payments shall be made in equal shares to
all named Beneficiaries. To the extent otherwise consistent with
this Plan, a Participant may change his Beneficiary from time to
time by written notice delivered to the Committee in the manner
prescribed by the Committee. If no Beneficiary has been designa-
ted or if no designated Beneficiary is living at the time of the
Participant's death, payment of such death benefit, if any, to
the extent permitted by law, shall be made to the surviving
person or persons in the first of the following classes of suc-
cessive preference of Beneficiaries: (i) Surviving Spouse;
(ii) issue, then living, per stirpes; (iii) executors or adminis-
trators. Any minor's share shall be paid to such adult or adults
as have been appointed legal guardian and have assumed custody
and support of such minor. Proof of death satisfactory to the
Committee must be furnished prior to the payment of any death
benefit under the Plan.

(b) If the Participant's Beneficiary under the Plan
is someone other than the Participant's Spouse, then such desig-
nation is subject to the Spouse's consent. Spousal consent shall
be valid only if (i) it is made in writing on a form prescribed
by the Committee; (ii) the Spouse acknowledges the effect of the
consent; and (iii) the consent and acknowledgment are witnessed
by a Plan representative or a notary public. If the Participant
establishes to the satisfaction of the Committee that such
written consent may not be obtained because his Spouse cannot be
located, a designation of a Beneficiary other than his Spouse
will be deemed to have been made with spousal consent.

ARTICLE III
CONTRIBUTIONS

3.01. Contribution of Participant Deferrals

(a) Each Participant may elect for each Plan Year
to defer a portion of his Compensation, not to exceed the lesser
of 15% of such Compensation or the maximum amount permitted under
Section 402(g) of the Code, taking into account elective defer-
rals made under other qualified cash or deferred arrangements in
which the Participant participates, and have such deferred amount
contributed by the Employer to his Employee Deferral Account.

(b) A Participant's election to make Participant
deferrals shall be effective as of the first day of the calendar
quarter following the filing of such election with the Committee,
provided such election is delivered no less than 20 days before
it is effective.

(c) A Participant's Participant deferral percent-
age will remain in effect, notwithstanding any change in his
Compensation, until he elects to change such percentage. On the
first day of any calendar quarter, a Participant may elect to
change his deferral percentage, provided such election is
delivered to the Committee no less than 20 days before the
effective date of such change. A Participant who has elected a
deferral percentage for a prior calendar quarter who fails to
change such percentage for a subsequent calendar quarter shall be
deemed to have kept his prior deferral percentage in affect for
such subsequent calendar quarter.

A Participant may suspend his Participant deferrals at
any time during a Plan Year, provided a written request is filed
with the Committee no less than 20 days before the effective date
of suspension. A Participant who suspends his Participant defer-
rals shall be referred to as an Inactive Participant and shall be
ineligible to rejoin the Plan until such time as he again elects
to resume his Participant deferrals.

(d) Each Participant who receives a single lump sum
cash bonus from the Employer or an Affiliate during the Plan Year
and who has not elected to make regular Participant deferrals
pursuant to paragraph (a) of this Section 3.01 during such Plan
Year may elect for such Plan Year to defer a portion of such
bonus, not to exceed the limitations contained in paragraph (a),
and have such deferred amount contributed by the Employer to his
Employee Deferral Account. Contributions made pursuant to this
paragraph shall constitute Participant deferrals for all purposes
under the Plan. A Participant's election to defer a portion of
his bonus and have such deferral contributed to the Plan shall be
effective on the date that such bonus is paid to the Participant,
provided the Participant's deferral election is delivered to the
Committee no less than five days before it is effective.

(e) Participant deferrals under this section shall
be made by payroll deductions authorized by the Participant and
shall be contributed to the Plan by the Employer. Participant
deferrals constitute Employer contributions under the Plan and
are intended to qualify as elective contributions under Code
Section 401(k). Amounts allocated to a Participant's Employee
Deferral Account shall be fully vested in such Participant and
nonforfeitable at all times. The salary-deferral arrangement of
this Plan and any other plans of the Employer [which include a
cash or deferred arrangement under Section 401(k) of the Code and
which are considered one plan for purposes of Section 401(a)(4)
or Section 401(b) of the Code] shall be treated as one salary-
deferral arrangement for purposes of applying the provisions of
this Article III.

(f) In the event a Participant notifies the
Committee in writing by any March 1 that, with respect to the
previous calendar year, such Participant has made elective Parti-
cipant deferrals in excess of the maximum amount permitted under
Section 402(g)(5) of the Code for such calendar year (taking into
account for this purpose the aggregate salary deferrals made by
the Participant to all qualified cash or deferred arrangements in
which he participates), then the Committee shall return to such
Participant by the next following April 15 the amount specified
in such written notification of his Participant deferral contri-
butions to the Plan during the previous calendar year, together
with allocable earnings thereon. No notice is required pursuant
to this paragraph (f) with respect to excess Participant
deferrals which arise solely from deferrals made to this Plan and
other plans sponsored by the Employer and its Affiliates.

(g) Notwithstanding any provision contained herein,
to the extent that, during any payroll period, the total payroll
deductions elected by a Participant (including any payroll
deductions under Sections 401(k) and 125 of the Code) exceed the
amount payable to such Participant which is subject to income tax
withholding, then no payroll deductions shall be made for such
payroll period. Therefore, in such a case, no Participant
deferrals shall be made to the Plan on behalf of such Participant
for such payroll period.

3.02. Employer Contributions

(a) In General. The Employer intends to make
annual contributions to the Plan from its current or accumulated
profits, if any, in amounts determined in the discretion of its
Board of Directors each Plan Year. Employer contributions for a
given Plan Year may be in the form of (i) base contributions [as
described in paragraph (b) of this section]; (ii) matching con-
tributions [as described in paragraph (c) of this section];
(iii) profit sharing contributions [as described in paragraph (d)
of this section]; or (iv) any combination of base contributions,
matching contributions and profit sharing contributions, as
determined by the Board of Directors of the Employer. Employer
base contributions made pursuant to paragraph (b) of this
Section 3.02, if any, shall be determined separately for the
Owens Division, the Restaurant Division, the Administrative
Division, the Hickory Division, the Giles Division and the
Sausage Division based upon the current or accumulated profits
attributable to the respective division. Total annual Employer
contributions shall not exceed the maximum amount deductible for
federal income tax purposes. Profits shall be determined in the
manner regularly employed by the Employer but before reduction
for any taxes on income. The Employer's determination of the
amount, if any, of its annual contribution shall be made with
respect to each Plan Year by its Board of Directors and such
amount shall be paid to the Plan not later than the time pre-
scribed by law for filing the Employer's federal income tax
return (including extensions) for the Employer's taxable year
with respect to which a deduction for the contribution is
claimed.

(b) Base Contributions. Each Plan Year, the
Employer may make a base contribution to the Plan on behalf of
each Participant. Such contribution, if any, shall be an identi-
cal flat dollar contribution on behalf of each Participant in an
amount determined in the discretion of the Board of Directors of
the Employer. Contributions made pursuant to this paragraph
shall be allocated to the Base Contributions Accounts of all
Participants who were Full-Time Employees during the Plan Year.
Notwithstanding any provision contained herein, for any Plan
Year, the base contribution allocated to the Base Contributions
Account of any Highly-Compensated Employee may not exceed the
smallest base contribution which is allocated to the Base
Contributions Account of any Lower-Compensated Employee. Any
contributions made pursuant to this paragraph shall be treated,
in all respects, in the same manner as Participant deferral
contributions. As a result, such contributions shall be nonfor-
feitable when made and shall be distributable only in accordance
with the distribution restrictions contained in the Plan which
are applicable to Participant deferrals. Amounts contributed by
the Employer pursuant to this paragraph shall be paid on an
annual basis to the Trustee.

(c) Matching Contributions. Each Plan Year, the
Employer may make a matching contribution to the Plan on behalf
of each Participant who makes Participant deferrals pursuant to
Section 3.01. The amount of this matching contribution, if any,
shall be determined in the discretion of the Board of Directors
of the Employer. Contributions made pursuant to this paragraph
shall be allocated to the Employer Matching Contributions Account
of Participants who both (i) made Participant deferrals during
the Plan Year for which such matching contribution is made by the
Employer; and (ii) are employed by the Employer or an Affiliate
on the last day of such Plan Year. Matching contributions shall
be allocated to each eligible Participant in the proportion which
the total Participant deferral contributions of such Participant
for the Plan Year bears to the total Participant deferral contri-
butions of all Participants who are eligible for matching contri-
butions for the Plan Year. Any amounts contributed by the
Employer pursuant to this paragraph shall be paid on an annual
basis to the Trustee.

(d) Profit Sharing Contributions. Each Plan Year,
the Employer may make an additional profit sharing contribution
to the Plan on behalf of each Participant. Such contribution, if
any, shall be in an amount determined in the discretion of the
Board of Directors of the Employer. Contributions made pursuant
to this paragraph shall be allocated to the Employer Profit
Sharing Contributions Accounts of Participants who both (i) were
Full-Time Employees during the Plan Year; and (ii) are employed
by the Employer or an Affiliate on the last day of the Plan Year.
Profit sharing contributions shall be allocated to each eligible
Participant in the proportion which the total Compensation of
such Participant for the Plan Year bears to the Compensation of
all Participants who are eligible for profit sharing contribu-
tions for the Plan Year. Any amounts contributed by the Employer
pursuant to this paragraph shall be paid on an annual basis to
the Trustee.

3.03. Limitation of Participant Deferrals

(a) Notwithstanding Section 3.01, the deferral
percentages under Section 3.01 shall be modified as provided in
paragraph (c) if the requirements of paragraph (b) are not
satisfied.

(b) An actual deferral percentage shall be deter-
mined for each Employee who is eligible to become a Participant.
Such percentage shall be the sum of his total Participant defer-
rals plus any base contributions made on his behalf pursuant to
paragraph (b) of Section 3.02, divided by his Compensation for
the period during the Plan Year that the Employee was a
Participant. With respect to Employees who are eligible to but
make no deferrals under this Plan and who receive no base contri-
butions for the year, such actual deferral percentage shall be
zero.

The average of the actual deferral percentages for all
eligible Employees who are Highly-Compensated Employees (High
Average), when compared to the average of the actual deferral
percentages for all eligible Employees who are Lower-Compensated
Employees (Low Average), must meet one of the following require-
ments:

(i) the High Average is no greater than the
Low Average times 1.25; or

(ii) the excess of the High Average over the
Low Average is not greater than 2% and the High Average
is no greater than the Low Average times 2.0.

(c) The Committee shall make a determination as of
the last day of the Plan Year regarding the maximum Participant
deferral contribution which each Participant who is a Highly-
Compensated Employee may elect to defer, and any Participant who
elected to defer more than his maximum permissible Participant
deferral contribution shall be deemed to have elected to defer
the maximum permissible Participant deferral contribution as
determined by the Committee. For this purpose, all cash or
deferred arrangements under which a Highly-Compensated Employee
is eligible to participate shall be treated as a single arrange-
ment. If it is determined as of the end of the Plan Year that
any amounts withheld by the Employer for such Participant exceed
the amounts determined permissible by the Committee or, if the
amount of the Participant's Participant deferral contribution
would limit the contribution the Employer has determined to make
for its corresponding fiscal year, then the excess amount or the
portion of the Participant's Participant deferral contribution
which would so limit the Employer's contribution, together with
interest thereon (if any) for the Plan Year in which the excess
amount was contributed, shall be returned by the Employer or the
Trustee to the Participant, if possible, within 2 1/2 months
after the end of the Plan Year, but in no event later than the
last day of the following Plan Year.

For purposes of this paragraph (c), the amount of
excess contributions for a Highly-Compensated Employee will be
determined in the following manner. First, the actual deferral
ratio (ADR) of the Highly-Compensated Employee with the highest
ADR is reduced to the extent necessary to satisfy the actual
deferral percentage (ADP) test or cause such ratio to equal the
ADR of the Highly-Compensated Employee with the next highest
ratio. Second, this process is repeated until the ADP test is
satisfied. The amount of excess contributions for a Highly-
Compensated Employee is then equal to the total of elective and
other contributions taken into account for the ADP test minus the
product of the Employee's contribution ratio as determined above
and the Employee's Compensation. The Committee shall have the
right to limit or reduce the Participant deferral contributions
of Participants, as it determines necessary and in any manner it
determines, to ensure that the aggregate allocation to the
Employee Deferral Accounts of all Participants will not exceed
the amount permitted as a deduction by the Employer pursuant to
the Code and to ensure that, with respect to any particular
Participant, the amount credited to such Participant's Employee
Deferral Account for the Plan Year does not exceed the amount
permissible under Section 415 of the Code.

(d) Notwithstanding previous paragraphs in this
section, in the case of a Highly-Compensated Employee who is
either a 5% owner or one of the ten most Highly-Compensated
Employees and is thereby subject to the family aggregation rules
of Section 414(q)(6), the actual contribution ratio (ACR) for
the family group (which is treated as one Highly-Compensated
Employee) is the greater of (i) the ACR determined by combining
the contributions and Compensation of all eligible Family Members
who are highly compensated without regard to family aggregation;
and (ii) the ACR determined by combining the contributions and
Compensation of all eligible Family Members. Except to the
extent taken into account in the preceding sentence, the contri-
butions and Compensation of all Family Members are disregarded in
determining the actual contribution percentages for the groups of
Highly-Compensated Employees and Lower-Compensated Employees.

(e) In the case of a Highly-Compensated Employee
whose actual deferral ratio (ADR) is determined under the family
aggregation rules, described in paragraph (d), the determination
of the amount of excess contributions shall be made as follows:

(i) If the Highly-Compensated Employee's ADR
is determined by combining the contributions and Com-
pensation of all Family Members, then the ADR is
reduced in accordance with the "leveling" method descri
bed in Section 1.401(k)-1(f)(2) of the regulations and
the excess contributions for the family unit are
allocated among the Family Members in proportion to the
contributions of each Family Member that have been
combined.

(ii) If the Highly-Compensated Employee's ADR
is determined by combining the contributions and Com-
pensation of only those Family Members who are highly
compensated without regard to family aggregation, then
the ADR is reduced in accordance with the leveling
method but not below the ADR of eligible lower-
compensated Family Members. Excess contributions are
determined by taking into account the contributions of
the eligible Family Members who are highly compensated
without regard to family aggregation and are allocated
among such Family Members in proportion to their con-
tributions. If further reduction of the ADR is
required, excess aggregate contributions resulting from
this reduction are determined by taking into account
the contributions of all eligible Family Members and
are allocated among such Family Members in proportion
to their contributions.

3.04. Maximum Matching Contributions for Highly-Compensated
Employees

(a) The contribution percentage for eligible
Highly-Compensated Employees under this Plan shall not exceed the
greater of (i) 125% of such percentage for all other eligible
Employees; or (ii) the lesser of 200% of such percentage for all
other eligible Employees plus two percentage points.

(b) For purposes of this section, the contribution
percentage for a specified group of Employees for a Plan Year
shall be the average of the ratios (calculated separately for
each Employee in such group) of (i) the Employer matching contri-
butions paid under the Plan on behalf of each such Employee for
such Plan Year to (ii) the Employee's compensation [within the
meaning of Section 414(s) of the Code] for the period during the
Plan Year that the Employee was a Participant.

(c) Any Employee who is eligible to make a Partici-
pant deferral under the Plan shall be considered an "eligible
employee" for purposes of this section.

(d) The Plan shall not be treated as failing to
meet the requirements of this section for any Plan Year if,
before the close of the following Plan Year, the amount of the
excess aggregate contributions for such Plan Year and any income
allocable to such contributions is distributed. For this pur-
pose, income allocable to excess contributions shall include
income for the Plan Year for which the excess aggregate contribu-
tions were made to the Plan. Any distribution of the excess
aggregate contributions for any Plan Year shall be made to
Highly-Compensated Employees on the basis of the respective por-
tions of such amounts attributable to each of such Employees.
For purposes of this section, the term "excess aggregate contri-
butions" shall mean, with respect to any Plan Year, the excess of
(i) the aggregate amount of the Employer matching contributions
actually made on behalf of Highly-Compensated Employees for such
Plan Year over (ii) the maximum amount of such contributions per-
mitted under the contribution percentage requirement described
above (determined by reducing contributions made on behalf of
Highly-Compensated Employees in order of their contribution per-
centages beginning with the highest of such percentages).

3.05. Combined Alternative Limitation on Participant Deferrals
and Employer Matching Contributions

Notwithstanding any provision of this Article III, if,
as of any Plan Year, both the High Average specified in
Section 3.03 (relating to actual deferral percentages) and the
contribution percentage for Highly-Compensated Employees
specified in Section 3.04 (relating to actual contribution
percentages) exceed the Low Average specified in Section 3.03 and
the contribution percentage for Lower-Compensated Employees
specified in Section 3.04 by more than 25%, the Committee shall
apply the aggregate alternative limitation in accordance with
Section 1.401(m)-2 of the Income Tax Regulations. In the event
the combined alternative limitation is not satisfied for any
given Plan Year, the Employer shall direct the Committee to
reduce the High Average of Section 3.03 and/or the contribution
percentage for Highly-Compensated Employees of Section 3.04 as
permitted by Sections 3.03 and 3.04 hereof to the extent
necessary to satisfy the combined alternative limitation.

3.06. Rollover Contributions

Subject to such restrictions as the Committee may apply
or affirmative refusal by the Committee to accept rollovers, a
Participant may contribute to this Plan, as a rollover
contribution, a distribution from another qualified pension or
profit sharing plan or a distribution from an individual
retirement account, which consists solely of a distribution from
another qualified pension or profit sharing plan and earnings
thereon. Amounts so rolled over shall be credited to, and
maintained in, the Participant's Rollover Account. Amounts
transferred directly from another qualified pension or profit
sharing plan shall be treated hereunder as a rollover
contribution. An Employee who has not yet met the age and/or
service requirements for participation in the Plan may make a
rollover contribution. An Employee who has made a rollover
contribution will be treated as a Participant with respect
to his Rollover Account.

ARTICLE IV
PARTICIPANT'S ACCOUNTS; ALLOCATIONS

4.01. Participant's Accounts

The Committee shall maintain Accounts as follows for
each Participant in the Plan:

(a) an Employer Profit Sharing Contributions
Account to record:

(i) his account balance under the Profit
Sharing Plan, as of April 30, 1990;

(ii) his share of the Employer profit sharing
contributions, allocated under paragraph (d) of
Section 3.02; and

(iii) his share of the net income, or net
losses, resulting from the investment of such profit
sharing contributions.

(b) an Employer Matching Contributions Account to
record:

(i) his share of the Employer matching con-
tributions, allocated under paragraph (c) of
Section 3.02; and

(ii) his share of the net income, or net
losses, resulting from the investment thereof.

(i) the Participant's Participant deferrals,
minus any withdrawals; and

(ii) his share of the net income, or net
losses, resulting from the investment thereof.

(d) a Base Contributions Account to record:

(i) his share of the Employer base contri-
butions, allocated under paragraph (b) of Section 3.02;
and

(ii) his share of the net income, or net
losses, resulting from the investment thereof.

(e) a Rollover Account to record:

(i) his rollover contributions, if any, made
pursuant to Section 3.06; and

(ii) his share of net income, or net losses,
resulting from the investment thereof.

4.02. Allocation of Employer Contributions

Employer base contributions, matching contributions and
profit sharing contributions made under Section 3.02 shall be
allocated to each Participant in accordance with the provisions
of paragraphs (b), (c) and (d) of Section 3.02 which are appli-
cable to such base contributions, matching contributions and
profit sharing contributions.

4.03. Allocation of Net Gains or Losses; Crediting of Accounts

As of each Valuation Date, the fair market value of the
Trust Fund shall be determined in accordance with Section 5.04.
The net increase or decrease in such values resulting from the
investment of the assets therein and from administrative expenses
charged to the Trust Fund, if any, pursuant to Section 8.07 shall
be apportioned to each Participant's Base Contributions Account,
Rollover Account, Employer Matching Contributions Account and
Employer Profit Sharing Contributions Account in proportion to
the value thereof as of the last preceding Valuation Date. The
net increase or decrease in the value of the Trust Fund resulting
from investment of the assets therein and from administrative
expenses charged to the Trust Fund, if any, pursuant to Section
8.07 shall be apportioned to each Participant's Employee Deferral
Account in the ratio that the sum of the value of such Participant's
Employee Deferral Account as of the preceding Valuation Date plus
50% of any Participant deferrals made to such Employee Deferral
Account since the preceding Valuation Date bears to the total
value of all Participants' Employee Deferral Accounts as of the
preceding Valuation Date plus 50% of all Participant deferrals
made to the Plan since the preceding Valuation Date.

4.04. Limitation of Annual Additions

(a) Basic Limitation. Notwithstanding
Sections 3.01 and 3.03 and subject to the provisions of
paragraphs (b) and (c) below, Annual Additions to each
Participant's Account shall not exceed the lesser of (i) $30,000
or such larger amount as may be determined by the Secretary of
the Treasury for Limitation Years ending on or after January 1,
1988; or (ii) 25% of the Participant's compensation for the
Limitation Year.

For purposes of this Section 4.04, "compensation" shall
mean compensation as defined in Treasury Regulation Section
1.415-2(d) and shall include wages, salaries, fees for
professional services, percentage of profits, earned income in
the case of a self-employed Participant, disability payments,
paid or reimbursed moving expenses to the extent not deductible
by the Participant, medical reimbursement items and the value of
a non-qualified stock option to the extent includable in an
Employee's gross income upon making the election under Code
Section 83(b). Specifically excluded are salary deferral
contributions, contributions to the distributions from most
deferred compensation plans, amounts realized from the sale of
a non-qualified stock option plan or from the sale, exchange
or other disposition of stock acquired under a qualified stock
option plan and most amounts which receive special tax benefits.

(b) Participation in Other Defined Contribution
Plan. The limitation of this Section 4.04 with respect to any
Participant who at any time has participated in any other quali-
fied defined contribution plan [as defined in Section 3(34) of
ERISA and Code Section 414(i)] maintained by the Employer will
apply as if the total contributions allocated under all such
defined contribution plans in which the Participant has partici-
pated were allocated under one plan.

(c) Participation in this Plan and Defined Benefit
Plan. If a Participant has been a Participant in a qualified
defined benefit plan [as defined in Section 3(35) of ERISA and
Code Section 414(j)] maintained by the Employer, the sum of the
Participant's defined benefit plan fraction and defined contribu-
tion plan fraction for any year shall not exceed one.

The defined benefit plan fraction is a fraction, the
numerator of which is the sum of the Participant's Projected
Annual Benefit under all defined benefit plans (whether or not
terminated) maintained by the Employer, and the denominator of
which is the lesser of (i) 1.25 times the dollar limitation of
Code Section 415(b)(1)(A) in effect for the limitation year; or
(ii) 1.4 times the Participant's average annual earnings for the
three consecutive years that produce the highest average.

The defined contribution plan fraction is a fraction,
the numerator of which is the sum of the Annual Additions to the
Participant's Accounts under all defined contribution plans main-
tained by the Employer (whether or not terminated) for the
current and all prior years, and the denominator of which is the
sum of the lesser of the following amounts determined for such
years and for each prior Year of Service with the Employer:
(i) 1.25 times the dollar limitation in effect under Code
Section 415(c)(1)(A) for such year; or (ii) 1.4 times the amount
which may be taken into account under Code Section 415(c)(1)(B).

For any years in which the Plan is "top heavy" as
defined in Section 12.02, "1.0" shall be substituted for "1.25"
in the preceding two paragraphs.

As to each Participant, if, in any limitation year, the
sum of the defined benefit plan fraction and the defined contri-
bution plan fraction exceeds 1.0, the rate of benefit accruals
under this Plan will be reduced so that the sum of the fractions
equals 1.0.

(d) Adjustments. If the limitation described in
this Section 4.04 is effective in limiting the amount to be allo-
cated to the Accounts of a Participant for a Plan Year, the
annual contributions hereunder will be reduced as necessary to
bring them within the limitation, as follows:

(i) first, amounts attributable to the
Participant's deferrals will be reduced. Such amounts
will be returned to the Participant as cash Compensa-
tion and will be subject to all federal, state,
municipal and/or county taxes and other deductions
which would apply to cash Compensation;

(ii) second, the Employer matching contribu-
tion allocated to the Participant's Employer Matching
Contributions Account will be reduced. The amount of
the reduction will be credited to an unallocated
Employer Matching Contributions Account and will reduce
current or future Employer matching contributions; and

(iii) third, the Employer profit sharing con-
tribution allocated to the Participant's Employer
Profit Sharing Contributions Account will be reduced.
The amount of the reduction will be credited to an
unallocated Employer Profit Sharing Contributions
Account and will reduce current or future Employer
profit sharing contributions.

(e) Members of Controlled Group. The determination
of the limitation on Annual Additions described in this
Section 4.04 will be made considering the Employees of all
members of a controlled group of corporations or commonly
controlled trades or businesses [as defined in Code
Sections 414(b) and (c) as modified by Code Section 415(h)] or
affiliated service groups [as defined in Code Section 414(m)] of
which the Employer is a part as employed by a single employer.
Such determination will be made assuming the phrase "more than
50%" is substituted for the phrase "at least 80%" each place it
appears in Code Section 1563(a)(1).

4.05. Limitation of Reversion of Contributions

Except as provided in paragraphs (a) through (c) below,
Employer contributions made under the Plan shall be held for the
exclusive benefit of Participants and their Beneficiaries and may
not revert to the Employer.

(a) In the case of a contribution which is made by
the Employer by a mistake of fact, such contribution may be
returned to the Employer within one year after it is contributed
to the Plan.

(b) In the case of a contribution conditioned on
the Plan's qualification under Code Section 401(a), if the Plan
fails to qualify initially or fails to qualify as a result of an
amendment, such contribution may be returned to the Employer
within one year after the date that the Plan's qualification is
denied.

(c) In the case of a contribution conditioned upon
its deductibility under Code Section 404, to the extent the
deduction is disallowed, the amount disallowed may be returned to
the Employer within one year after the disallowance.

ARTICLE V
INVESTMENT OF CONTRIBUTIONS AND VALUATION OF FUNDS

5.01. Investment Funds

Each Participant will have his Employer Matching Con-
tributions Account, his Rollover Account, his Employer Profit
Sharing Contributions Account, his Employee Deferral Account and
his Base Contributions Account invested in the Trust Fund.

5.02. Investment Fund Options

The Committee shall establish and maintain one or more
Investment Funds for the investment of Participant contributions
under the Plan. Each sum credited to a Participant's Employee
Deferral Account and Rollover Account shall be invested in such
Investment Funds by the Trustee pursuant to directions received
by the Committee from the Participant. Rules and regulations
relating to Participant investment directions, including, but not
limited to, the frequency with which such directions may be given
and the minimum percentage of a Participant's Account that may be
invested in a particular Investment Fund, shall be determined,
from time to time, by the Committee.

5.03. Investment of Employer Contributions

Amounts credited to the Employer Matching Contributions
Account, the Employer Profit Sharing Contributions Account and
the Base Contributions Account of all Participants shall be
invested by the Trustee in accordance with the provisions of
the Trust Agreement.

5.04. Valuation of Trust Fund

As of each Valuation Date, the Trustee shall determine
the current market value of the net assets of the Trust Fund,
including the current market value of each Investment Fund
established by the Committee pursuant to Section 5.02.

ARTICLE VI
WITHDRAWALS WHILE EMPLOYED

6.01. Withdrawal of Employee Deferral Accounts

Except as provided in Section 3.01(f) and Section 3.03,
the balance to the credit of a Participant in his Employee Defer-
ral Account and his Base Contributions Account shall not be
distributable until the Participant's retirement, death, disabil-
ity, separation from service with the Employer, termination of
the Plan (provided a total distribution is made and the Employer
does not establish a successor plan), the date of the sale by the
Employer of all of its assets (provided the affected Participant
continues in the employ of the corporation acquiring such assets)
or the date of the sale by the Employer of its interest in a
subsidiary (provided the affected Participant continues in the
employ of the subsidiary), except for any withdrawal distribu-
tions for hardship, if permitted under Section 6.02 of the Plan.
No portion of a Participant's Employee Deferral Account or Base
Contributions Account shall be distributable merely by reason of
the completion of a stated period of participation or the lapse
of a fixed number of years.

6.02. Hardship Withdrawals

Upon 30 days' written notice to the Committee and sub-
ject to Committee approval, a Participant may withdraw all or a
portion of his Employee Deferral Account (less income allocated
to Participant deferrals after December 31, 1988) as of the
Valuation Date immediately preceding his withdrawal request to
the extent necessary to meet a financial hardship. The amount of
any withdrawal under this section due to financial hardship shall
not be less than $100 nor in excess of the amount necessary to
meet such financial hardship, plus amounts necessary to pay
reasonably anticipated taxes and penalties on the hardship
distribution. A Participant will not be permitted to withdraw
any portion of his Base Contributions Account due to financial
hardship. For purposes of the Plan, a financial hardship shall
include the need for money for:

(a) expenses for or necessary to obtain medical
care described in Section 213(d) of the Code for the Participant
or the Participant's Spouse or dependents;

(b) costs directly related to the purchase
(excluding mortgage payments) of a principal residence of the
Participant;

(c) the payment of tuition and related educational
fees for the next 12 months of post secondary education for the
Participant or the Participant's Spouse, children or dependents;

(d) the prevention of the eviction of the
Participant from his principal residence or the foreclosure on
the mortgage of the Participant's principal residence; or

(e) any other reason added to the list of deemed
immediate and heavy financial needs by the Commissioner of the
Internal Revenue Service.

An application for withdrawal pursuant to this section
may only be approved by the Committee if a Participant either
(a) certifies that his financial need cannot be met by insurance,
reasonable liquidation of assets (not itself creating a hard-
ship), cessation of Participant deferrals, by other distributions
or nontaxable loans from plans maintained by the Employer or by
borrowing from commercial sources on reasonable commercial terms;
or (b) elects to (i) suspend his Participant deferrals to this
Plan and all other plans maintained by the Employer for a period
of 12 months following his receipt of a hardship distribution
pursuant to this section; and (ii) have his Participant deferrals
to this Plan for his taxable year immediately following the tax-
able year of the hardship distribution limited to the applicable
limit on Participant deferrals under Section 402(g) of the Code
minus his Participant deferrals for the taxable year of the hard-
ship distribution.

6.03. Amount and Payment of Withdrawals

All withdrawals under Article VI shall be effective as
of the Valuation Date immediately preceding the date the Commit-
tee receives a timely withdrawal request from the Participant.
The amount of such withdrawal shall be taken from the Participant's
Account as of such Valuation Date and paid to the Participant,
Subject to the provisions of Section 7.05, in a single lump sum
as soon as administratively possible.

ARTICLE VII
AMOUNT AND DISTRIBUTION OF BENEFITS

7.01. Retirement Benefits

(a) Normal Retirement. The retirement benefit
payable under the Plan in the case of a Participant whose employ-
ment with the Employer is terminated on or after his Normal
Retirement Age shall be 100% of his Accounts on the Valuation
Date following his termination of employment.

(b) Early Retirement. Any Participant who attains
age 55 and has completed seven Years of Service with the Employer
or an Affiliate is eligible for early retirement under the Plan.
The retirement benefit payable under the Plan in the case of a
Participant who is eligible for early retirement shall be 100% of
his Accounts on the Valuation Date following his early
retirement.

7.02. Death Benefits

The death benefit payable to a Beneficiary under the
Plan in the case of a Participant whose employment with the
Employer is terminated due to his death shall be 100% of his
Accounts on the Valuation Date following the Participant's death.

7.03. Disability Benefits

The disability benefit payable under the Plan in the
case of a Participant who becomes totally and permanently dis-
abled shall be 100% of his Accounts on the Valuation Date
following the date of his total and permanent disability. A
Participant shall be deemed totally and permanently disabled on
the date that it is established by a licensed physician selected
by the Committee that he is not able to engage in any substantial
gainful activity because of a medically determinable physical or
mental impairment expected to result in death or to be of long,
continued and indefinite duration. The determination of whether
a Participant is totally and permanently disabled shall be made
by the Committee in accordance with uniform principles which are
consistently applied to all Participants.

7.04. Benefits Upon Termination of Employment

(a) The benefit payable under the Plan in the case
of a Participant whose employment with the Employer is terminated
for any reason other than retirement, death or disability shall
be 100% of his Employee Deferral Account, 100% of his Base Con-
tributions Account, 100% of his Rollover Account and the
percentage of his Employer Matching Contributions Account and
Employer Profit Sharing Contributions Account to which he is
entitled pursuant to the vesting schedule contained in paragraph
(b) of this Section 7.04 based upon such Participant's Years of
Service with the Employer or an Affiliate at the time of his
termination of employment. The Participant shall be entitled to
the percentages of his Accounts, as described in the preceding
sentence, as of the next Valuation Date following his termination
of employment.

(b) Effective for Plan Year's beginning after
December 31, 1988, amounts credited to a Participant's Employer
Matching Contributions Account and Employer Profit Sharing
Contributions Account shall become vested in such Participant and
nonforfeitable in accordance with the following table:

YEARS OF SERVICE VESTED PERCENTAGE

1 0
2 0
3 20
4 40
5 60
6 80
7 100

Notwithstanding the previous sentence, a Participant shall be
fully vested in his Employer Matching Contributions Account and
his Employer Profit Sharing Contributions Account at his Normal
Retirement Age, on the date of his death or on the date of his
total and permanent disability. Further, any Participant who, on
May 1, 1990 was credited with either one or two Years of Service
shall remain vested in the percentage of his Employer Profit
Sharing Contributions Account, as determined under the vesting
schedule contained in the Profit Sharing Plan as of April 30, 1990.

(c) If an Employee whose employment has terminated
is subsequently reemployed and he has incurred five or more
consecutive Breaks in Service, all Years of Service after such
Breaks in Service will be disregarded for the purpose of deter-
mining whether his Employer Matching Contributions Account and
his Employer Profit Sharing Contributions Account that accrued
before such Breaks in Service are nonforfeitable. Such a Parti-
cipant's service prior to such Breaks in Service will count in
determining whether Employer contributions allocated to his
Employer Matching Contributions Account and his Employer Profit
Sharing Contributions Account after such Breaks in Service are
nonforfeitable only if he had any nonforfeitable interest in his
Employer Matching Contributions Account and his Employer Profit
Sharing Contributions Account at the time of his separation from
service.

If an Employee whose employment has terminated is
subsequently reemployed and he has not incurred five or more
consecutive Breaks in Service, both his service prior to such
Breaks in Service and his service after such Breaks in Service
will count in determining whether Employer contributions allo-
cated to his Employer Matching Contributions Account and his
Employer Profit Sharing Contributions Account both before and
after such Breaks in Service are nonforfeitable.

Notwithstanding any provision in this paragraph, if a
Participant receives a distribution of his vested Account balance
upon his termination of employment, upon such Participant's
reemployment with the Employer, his pre-break Years of Service
shall be disregarded for determining whether his Account is
nonforfeitable, unless such Participant repays the distribution
to the Plan within the time period prescribed in Section 7.06(b).

7.05. Distribution of Benefits

(a) At the time a Participant becomes entitled to
receive a distribution under the Plan, the Trustee, acting in
accordance with the written instructions of the Committee, shall
either make payment from the Trust Fund to such individual or
individuals (i) in the automatic form of payment described in
paragraph (b) which is applicable to such Participant; or (ii) in
one of the optional forms of payment elected by such Participant
pursuant to paragraph (c). In the event that a Beneficiary of a
deceased Participant is entitled to a death benefit under the
Plan, such death benefit shall be payable to the Beneficiary in
one of the optional forms of payment, to be elected by the
Beneficiary, provided under paragraph (c).

(b) Unless an optional form of payment is selected
by the Participant under paragraph (c) pursuant to a Qualified
Election within the 90-day period ending on the Annuity Starting
Date, the benefit of a married Participant shall be paid in the
form of a Qualified Joint and Survivor Annuity. Unless an
optional form of payment is elected by the Participant under
paragraph (c) within the 90-day period ending on the Annuity
Starting Date, the benefit of an unmarried Participant shall be
paid in the form of an annuity for his life.

(c) A Participant may elect, on forms provided by
the Committee, to receive his benefit under the Plan in any of
the following payment forms:

(i) a single lump sum payment;

(ii) equal monthly, quarterly, semiannual or
annual installments, provided such installment payments
comply with the provisions of paragraph (d) and are not
paid over a period of time which exceeds ten years; or

(iii) an annuity contract from a legal reserve
life insurance company authorized to do business, as
selected by the Participant or, in the absence of such
Participant selection, by the Committee.

(d) If a Participant's Accounts are to be distrib-
uted in other than an immediate lump sum, minimum periodic
payments under the Plan must be paid over one of the following
periods (or a combination thereof):

(i) the life of the Participant;

(ii) the life of the Participant and a desig-
nated Beneficiary;

(iii) a period certain not extending beyond
the life expectancy of the Participant; or

(iv) a period certain not extending beyond
the joint and last survivor expectancy of the
Participant and a designated Beneficiary.

If the Participant's Accounts are to be distributed in
other than a lump sum, then the amount to be distributed each
year must be at least an amount equal to the quotient obtained by
dividing the total amount of the Participant's Accounts by the
life expectancy of the Participant or joint and last survivor
expectancy of the Participant and designated Beneficiary. If
the Participant's Spouse is not the designated Beneficiary, the
method of distribution selected must assure that at least 50% of
the present value of the amount available for distribution is
paid within the life expectancy of the Participant.

If the distribution of the Participant's Accounts has
begun and he dies before such Accounts have been distributed to
him, the remaining portion of such Accounts will be distributed
at least as rapidly as under the method of distribution being
used prior to the Participant's death.

Subject to the succeeding paragraph, if the Participant
dies before his distribution has begun, his Accounts shall be
distributed within five years of his death unless (i) a portion
of such Accounts is payable to or on behalf of a designated Bene-
ficiary; (ii) such portion will be distributed over the life of
such designated Beneficiary; and (iii) such distribution begins
not later than one year after the date of the Participant's death
(or such date as prescribed by the Secretary of Treasury).

Notwithstanding the preceding paragraph, if the desig-
nated Beneficiary is the Participant's Surviving Spouse, the date
by which the distribution must commence under (iii) in the pre-
ceding paragraph shall be the date the Participant would have
attained age 70 1/2. If the Surviving Spouse dies before distri-
bution to said Spouse begins, this section shall apply as if the
Surviving Spouse were the Participant. Life expectancy of a
Surviving Spouse may be recalculated annually; however, in the
case of any other designated Beneficiary, such life expectancy
will be calculated at the time that payment first commences with-
out further calculations. In addition, any amount paid to a
child of the Participant will be treated as if it had been paid
to the Surviving Spouse if the amount becomes payable to the
Surviving Spouse when the child reaches the age of majority.

7.06. Timing of Distributions

(a) Distributions under the Plan pursuant to this
Article VII will begin as soon as practicable, but, unless other-
wise elected by the Participant, not later than 60 days following
the end of the Plan Year in which the Participant attains his
Normal Retirement Age, celebrates his tenth anniversary of
participation in the Plan or terminates employment, whichever is
latest. Effective for Plan Years beginning after December 31,
1988, in no event will the entire interest of a Participant be
distributed, or commence to be distributed, later than April 1
following the year in which the Participant attains age 70 1/2.

(b) Notwithstanding the previous paragraph, if a
Participant terminates service and the value of his nonforfeit-
able Accounts does not exceed (or at the time of any prior
distribution did not exceed) $3,500, the Participant shall
receive a distribution of the value of the entire nonforfeitable
portion of such Accounts as soon as administratively feasible
following his termination of service; and the remainder of such
Accounts will be treated as a Forfeiture. If a Participant
terminates service and the value of his nonforfeitable Accounts
exceed (or at the time of any prior distribution exceeded)
$3,500, the Participant may elect, with the written consent of
his Spouse, if any, to receive a distribution of the value of his
entire nonforfeitable Accounts as soon as administratively
feasible following his termination of service; and the remainder
of such Accounts will be treated as a Forfeiture. For purposes
of this paragraph, if the value of a Participant's nonforfeitable
Accounts is zero, the Participant shall be deemed to have
received a distribution of such nonforfeitable Accounts.

If a Participant receives a distribution pursuant to
this paragraph (b) which is less than the value of his Employer
Matching Contributions Account and his Employer Profit Sharing
Contributions Account and resumes employment covered under this
Plan, the Participant's Accounts will be restored to the amount
on the date of distribution if he repays to the Plan the full
amount of his distribution before the earlier of (i) five years
after the first date on which the Participant is subsequently
reemployed by the Employer; or (ii) before he incurs five
consecutive Breaks in Service following the date of distribution.

7.07. Eligible Rollover Distributions

(a) Notwithstanding any provision of the Plan to
the contrary that would otherwise limit a distributee's election
under the Plan, a distributee may elect, at the time and in the
manner prescribed by the Plan Administrator, to have any portion
of an eligible rollover distribution made on or after January 1,
1993 paid directly to an eligible retirement plan specified by
the distributee in a direct rollover.

(b) The following definitions will apply for
purposes of this section:

(i) Eligible rollover distribution: An
eligible rollover distribution is any distribution of
all or any portion of the balance to the credit of the
distributee, except that an eligible rollover
distribution does not include: (A) any distribution
that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for
the life (or life expectancy) of the distributee or the
joint lives (or joint life expectancies) of the
distributee and the distributee's designated
Beneficiary; (B) any distribution that is for a
specified period of ten years or more; (C) any
distribution to the extent such distribution is
required under Code Section 401(a)(9); and (D) the
portion of any distribution that is not includable in
gross income (determined without regard to the
exclusion for net unrealized appreciation with respect
to employer securities).

(ii) Eligible retirement plan: An eligible
retirement plan is an individual retirement account
described in Code Section 408(a), an individual
retirement annuity described in Code Section 408(b),
an annuity plan described in Code Section 403(a) or a
qualified trust described in Code Section 401(a) that
accepts the distributee's eligible rollover distribution.
However, in the case of an eligible rollover distribution
to the Surviving Spouse, an eligible retirement plan is an
individual retirement account or individual retirement annuity.

(iii) Distributee: A distributee includes an
Employee or former Employee. In addition, the Spouse
or Surviving Spouse of an Employee or former Employee
is a distributee with regard to the interest of the
Spouse or Surviving Spouse.

(iv) Direct rollover: A direct rollover is a
payment by the Plan to the eligible retirement plan
specified by the distributee.

ARTICLE VIII
DEFERRAL PLAN COMMITTEE

8.01. Appointment of Committee

A Deferral Plan Committee consisting of not less than
three members shall be appointed by the Board of Directors of the
Employer to administer the Plan. Vacancies in the Committee,
which result from death, resignation or otherwise, shall be
filled from time to time by appointment of a new Committee member
by the Employer; and any member of the Committee may be removed
at any time at the discretion of the Employer.

8.02. Powers and Duties

(a) The Committee shall, in its discretion, have
full power to administer the Plan and to construe and apply all
of its provisions on behalf of the Employer. The Employer shall
be the Named Fiduciary within the meaning of Section 402(a) of
ERISA for purposes of Plan administration. The Committee may
delegate to any other person or organizations any of its powers
and duties with respect to the operation of this Plan. The
Committee's powers and duties, unless properly delegated, shall
include, but shall not be limited to:

(i) deciding questions relating to eligibil-
ity, continuity of service and amount of benefits;

(ii) deciding disputes which may arise with
regard to the rights of Employees, Participants and
their legal representatives or Beneficiaries under the
terms of the Plan. Such decisions by the Committee
shall be deemed final in each case;

(iii) obtaining such information from the
Employer with respect to its Employees as shall be
necessary to determine the rights and benefits of such
Employees under the Plan. The Committee may rely con-
clusively upon such information furnished by the
Employer;

(iv) compiling and maintaining all records
necessary for the Plan;

(v) furnishing the Employer, upon request,
such reports with respect to the administration of the
Plan as are reasonable and appropriate;

(vi) authorizing the Trustee to make payment
of all benefits as they become payable under the Plan;

(vii) engaging such legal, administrative,
actuarial, investment, accounting, consulting and other
professional services as the Committee deems proper;

(viii) adopting rules and regulations for the
administration of the Plan not inconsistent with the
Plan;

(ix) doing and performing such other actions
as may be provided for in other parts of this Plan.

(b) The Committee shall determine whether domestic
relations orders represent "qualified domestic relations orders"
as that term is defined in Code Section 414(p) or a successor
provision. If the Committee determines the order is a qualified
domestic relations order, it shall direct the manner and time of
distribution pursuant to the order. Prior to such determina-
tion, the Committee shall promptly notify the Participant
affected with respect to the order and any payee under the order
of the receipt of the order. The Committee shall send such
notices to the address set forth in the order, or if the address
is not set forth therein, to the last known address. Such notice
shall state that the Committee is in the process of determining
whether the order is a qualified domestic relations order and
such notice shall also permit a reasonable period under the
circumstances for comment with respect to such determination.
During such period, the Committee shall cause the amounts other-
wise payable under the order to be segregated in a separate
account. After the determination is made, the Committee shall
notify the Participant and any payee under the order of such
determination. Any payee may designate a representative for
receipt of copies of notices sent to the payee with respect to
the order.

8.03. Actions by the Committee

The Committee may act at a meeting, or in writing
without a meeting, by the vote or assent of a majority of its
members. The Committee shall appoint one of its members to act
as a secretary to record all action taken by it. The Committee
shall have authority to designate in writing one or more of its
members as the person(s) authorized to execute papers and perform
other ministerial duties on behalf of the Committee.

8.04. Interested Committee Members

No member of the Committee shall participate in any
action of the Committee on a matter in which such member has a
specialized individual interest as a Participant in the Plan.
Such matters shall be determined by a majority of the remainder
of the Committee.

8.05. Indemnification

The Employer shall indemnify and hold harmless any
person who is or was a member of the Committee or any person who
is or was an employee who performs or performed services with
respect to the Plan against all liabilities and all reasonable
expenses (including, without limitation, counsel fees and amounts
paid in settlement other than to the Employer) incurred or paid
in connection with any threatened or pending action, suit or pro-
ceeding to which such person (or his executor, administrator or
other legal representative) may be made a party or in which such
person may otherwise be involved by reason of the fact that he
serves or has served as a member of the Committee or otherwise
performs or has performed services with respect to the Plan;
provided that (a) if such action, suit or proceeding shall be
prosecuted against such person (or his executor, administrator or
other legal representative) to final determination on the merits
or otherwise, it shall not be finally adjudged in such action,
suit or proceeding that such person is liable for gross negli-
gence or willful misconduct in the performance of his duty to the
Employer or the Plan in relation to the matter or matters in
respect of which indemnification is claimed; or (b) if such
action, suit or proceeding shall be settled or otherwise termi-
nated as against such person (or his executor, administrator or
other legal representative) without a final determination, it
shall be determined that such person was not guilty of gross
negligence or willful misconduct in the performance of his duty
to the Employer or the Plan in relation to the matter or matters
<PAGE>
in respect of which indemnification is claimed, such determina-
tion to be made by a majority of the members of the Board of
Directors of the Employer or by independent counsel to whom the
question may be referred by the Board of Directors.

The Employer's obligations under this section may be
satisfied through the purchase of a policy or policies of insur-
ance providing equivalent protection.

8.06. Conclusiveness of Action

Any action on matters within the discretion of the
Committee shall be conclusive, final and binding upon all Parti-
cipants of the Plan and upon all persons claiming any rights
hereunder including Beneficiaries.

8.07. Payment of Expenses

The members of the Committee shall serve without com-
pensation for services as such. Notwithstanding the preceding
sentence, the Trust Fund shall reimburse the Committee and its
members for all necessary and proper expenses incurred in carry-
ing out their duties under the Plan. The compensation or fees of
accountants, counsel and other specialists may be paid directly
by the Employer or by the Trust Fund; and any other costs of
administering the Plan or Trust may be charged to the Trust; and,
at the discretion of the Employer, such costs may be reimbursed
by the Employer.

8.08. Claims Procedure

(a) A Participant or Beneficiary or the Employer
acting on behalf of such Participant or Beneficiary shall notify
the Committee of a claim for benefits under the Plan. Such
request shall be in writing to the Committee and shall set forth
the basis of such claim and shall authorize the Committee to
conduct such examinations as may be necessary for the Committee
to determine, in its discretion, the validity of the claim and to
take such steps as may be necessary to facilitate the payment of
benefits to which the Participant or Beneficiary may be entitled
under the terms of the Plan.

A decision by the Committee shall be made promptly and
not later than 90 days after the Committee's receipt of the claim
of benefits under the Plan, unless special circumstances require
an extension of the time for processing; in which case, a deci-
sion shall be rendered as soon as possible, but not later than
180 days after the initial receipt of the claim for benefits.

(b) Whenever a claim for benefits by any Partici-
pant or Beneficiary has been denied by the Committee, a written
notice prepared in a manner calculated to be understood by the
Participant or Beneficiary must be provided setting forth

(i) the specific reasons for the denial;

(ii) the specific reference to the pertinent
Plan provisions on which the denial is based;

(iii) a description of any additional material
or information necessary for the claimant to perfect
the claim and an explanation of why such material or
information is necessary; and

(iv) an explanation of the Plan's claim
review procedure.

(i) may request a review by a named
fiduciary, other than the Committee, upon written
application to the Plan;

(ii) may review pertinent Plan documents; and

(iii) may submit issues and comments in
writing to a named fiduciary.

A Participant or Beneficiary shall have 60 days after
receipt by the claimant of written notification of a denial of a
claim to request a review of a denied claim.

A decision by a named fiduciary shall be made promptly
and not later than 60 days after the named fiduciary's receipt of
a request for review, unless special circumstances require an
extension of the time for processing; in which case, a decision
shall be rendered as soon as possible, but not later than 120
days after receipt of a request for review. The decision on
review by a named fiduciary shall be in writing and shall include
specific reasons for the decision, written in a manner calculated
to be understood by the claimant, and specific references to the
pertinent Plan provisions on which the decision is based.

ARTICLE IX
AMENDMENT TO THE PLAN

9.01. Right to Amend

The Employer shall have the right at any time, by an
instrument in writing, to modify, alter or amend this Plan in
whole or in part; provided, however, that no such amendment shall
in any way affect the vested rights of the Participants under
this Plan. If an amendment changes the vested rights provided in
this Plan, effective for Plan Years beginning after December 31,
1988, each Participant having not less than three Years of
Service may elect, during the period beginning when the amendment
is adopted and ending no earlier than the latest of (a) 60 days
after the amendment's adoption; (b) 60 days after the amendment's
effective date; or (c) 60 days after the Participant is issued a
written notice of the amendment, to have his vested rights com-
puted without regard to such amendment. No amendment shall be
made to this Plan which shall attempt to transfer any part of the
corpus or income of the Trust to purposes other than the exclu-
sive benefit of Participants and their Beneficiaries. No amend-
ment to the Plan shall eliminate or reduce an early retirement
benefit or eliminate an optional form of distribution.

9.02. Amendment Procedure

The Board of Directors of the Employer, an executive
committee of the Board of Directors, or other committee of the
Board of Directors or any executive officer to which or whom the
Board of Directors delegates discretionary authority with respect
to the Plan, may exercise the Employer's right to amend or
terminate the Plan.

ARTICLE X
TERMINATION OF THE PLAN

10.01. Right to Terminate

The Employer shall have the right to terminate the Plan
in whole or in part at any time. In the event of a termination,
partial termination or complete discontinuation of contributions,
each affected Participant shall be 100% vested in the value of
all his Accounts. Upon termination of the Plan, the Committee
shall make payment of each Participant's Account in the automatic
method of payment applicable to such Participant under Section 7.05.
Notwithstanding the previous sentence, (a) the Account of a married
Participant may be paid in a single lump sum payment pursuant to his
election and the written consent of his Spouse pursuant to a Qualified
Election; and (b) the Account of an unmarried Participant may be paid
in a single lump sum payment pursuant to his election.

10.02. Plan Merger and Consolidation

If the Plan is merged or consolidated with any other
plan, or if the assets or liabilities of the Plan are transferred
to any other plan, each Participant shall be entitled to a
distribution immediately after such merger, consolidation or
transfer (determined as if such plan then terminated) at least
equal to the distribution to which he would have been entitled
had the Plan terminated immediately prior to such merger, con-
solidation or transfer.

10.03. Successor Employer

In the event of the dissolution, merger, consolidation
or reorganization of the Employer, provision may be made by which
the Plan and Trust will be continued by the successor; and, in
that event, such successor shall be substituted for the Employer
under the terms and provisions of this Trust Agreement upon the
filing in writing of its election to do so with the Trustee and
acceptance by the Trustee, and providing such successor meets the
requirements of the Code. The substitution of the successor
shall constitute an assumption of Plan liabilities by the succes-
sor; and the successor shall have all of the powers, duties and
responsibilities of the Employer under the Plan.

ARTICLE XI
TRUST AND THE TRUSTEE

11.01. Employer to Select Trustee

The Employer shall select a Trustee to hold and invest
the Trust Fund in accordance with the terms of a Trust Agree-
ment. The Trustee shall be a bank or trust company incorporated
under the laws of the United States or of any state and qualified
to operate as a trustee or a combination of such entities or an
individual. The Employer may, from time to time, change the
Trustee then serving under the Trust Agreement to another Trustee
or elect to terminate the Trust and hold the Plan assets in any
other method acceptable under ERISA.

The Trustee shall invest, manage, acquire and dispose
of the Plan's assets. However, the Employer may, in its sole
discretion, retain an investment manager [as defined in
Section 3(38) of ERISA] to direct the manner in which some or all
of the Plan's assets are invested, managed, acquired or disposed
of by the Trustee. The Trustee shall be the Named Fiduciary
within the meaning of ERISA with respect to the investment,
management and control of the Trust Fund, unless such duties are
delegated to an investment manager or otherwise delegated under
the terms of the Trust Agreement. The Trust Agreement may
include provision for participation in a joint or associated
Trust Fund or pooled separate account for the purpose of pooling
investment experience.

ARTICLE XII
TOP HEAVY PLAN PROVISIONS

12.01. Definitions

If the Plan is or becomes top heavy in any Plan Year,
the provisions of this Article XII will supersede any conflicting
provisions in the Plan. The following definitions and rules are
necessary to comply with related federal tax requirements:

(a) Key Employee: Any Employee or former Employee
(and the Beneficiaries of such Employee) who at any time during
the determination period was (i) an officer of the Employer if
such individual's annual compensation exceeds 50% of the dollar
limitation under Code Section 415(b)(1)(A); (ii) an owner (or
considered an owner under Code Section 318) of one of the ten
largest interests in the Employer if such individual's annual
compensation exceeds the dollar limitation under Code
Section 415(c)(1)(A); (iii) a 5% owner of the Employer; or (iv) a
1% owner of the Employer who has annual compensation of more than
$150,000. For purposes of this section, annual compensation
means compensation as defined in Code Section 415(c)(3), but
including amounts contributed by the Employer pursuant to a
salary reduction agreement which are excludable from the
Employee's gross income under Code Section 125, 402(a)(8), 402(h)
or 403(b). The determination period is the Plan Year containing
the Determination Date and the four preceding Plan Years. The
determination of who is a Key Employee will be made in accordance
with Code Section 416(i)(1) and the regulations thereunder.

(b) Non-Key Employee: Any Employee or former
Employee of the Employer who is not a Key Employee. The Bene-
ficiary of a Non-Key Employee will be treated as a Non-Key
Employee, and the Beneficiary of a former Non-Key Employee will
be treated as a former Non-Key Employee.

(c) Determination Date: For any Plan Year subse-
quent to the first Plan Year, the last day of the preceding Plan
Year. For the first Plan Year, the last day of such Plan Year.

(d) Permissive Aggregation Group: The Required
Aggregation Group of plans plus any other plan or plans of the
Employer which, when considered as a group with the Required
Aggregation Group, would continue to satisfy the requirements of
Code Sections 401(a)(4) and 410.

(e) Required Aggregation Group: (i) Each qualified
plan of the Employer in which at least one Key Employee partici-
pates or participated at any time during the determination period
(regardless of whether the Plan has terminated); and (ii) any
other qualified plan of the Employer which enables a plan
described in (i) to meet the requirements of Code
Sections 401(a)(4) or 410.

(f) Top-Heavy Plan: The Plan, if it meets the
requirements of Section 12.02.

12.02. Top Heavy Status

This Plan, and any other plans aggregated with it, will
become top heavy pursuant to this Section 12.02, as of the Deter-
mination Date, if the present value of accrued benefits for Key
Employees is more than 60% (90% in the case of "super top heavy")
of the sum of the present value of accrued benefits of all
Employees, excluding former Key Employees. In the case of more
than one plan which is to be aggregated, the present value of the
accrued benefits (including distributions for Key Employees and
all Employees) is first determined separately for each plan as of
each plan's determination date. The plans then will be aggre-
gated by adding the results of each plan as of the determination
dates for such plans that fall within the same calendar year.
The combined results will indicate whether the plans are top
heavy. For purposes of any plan that is aggregated with this
Plan, such computations shall be made, for such plan, by using
the interest rate and mortality assumptions contained in such plan.

The account balances and accrued benefits of a Partici-
pant who has not performed services for the Employer maintaining
the Plan during the five-year period ending on the Determination
Date will be disregarded.

The present value of accrued benefits as of the Deter-
mination Date for any individual is the sum of (a) the Account
balance as of the most recent Valuation Date occurring within a
12-month period ending on the Determination Date; (b) an adjust-
ment for contributions due as of the Determination Date; and
(c) the aggregate distributions made with respect to such indi-
vidual under the Plan during the five-year period ending on the
Determination Date. For a profit sharing plan, the adjustment in
(b) is generally the amount of contributions actually made after
the Valuation Date but on or before the Determination Date.

In determining whether the Plan is top heavy, it must
be aggregated with each plan included in the Required Aggregation
Group. In addition, the Employer may aggregate plans included in
the Permissive Aggregation Group.

12.03. Minimum Contributions

For each Plan Year in which the Plan is top heavy, each
Participant who is a Non-Key Employee (including those
Participants who did not complete 1,000 Hours of Service in the
Plan Year) must receive an annual allocation of contributions and
Forfeitures (disregarding Social Security benefits) equal to at
least 3% of his Compensation; provided that, if the largest
percentage of Compensation allocated to a Key Employee for a Plan
Year is less than 3%, that largest percentage will be substituted
for 3%. For any year in which the Employer maintains a defined
benefit plan in addition to this Plan, the requirements of this
paragraph will be satisfied by providing each Non-Key Employee
with the 2% minimum annual benefit provided under the top heavy
provisions of the defined benefit plan. For any year in which
the Employer maintains another defined contribution plan in addi-
tion to this Plan, the minimum benefit described in this para-
graph shall be provided by such other defined contribution plan.

12.04. Top Heavy Vesting

For each Plan Year in which the Plan is top heavy, the
following vesting schedule shall apply to amounts credited to a
Participant's Employer Matching Contributions Account and
Employer Profit Sharing Contributions Account:

NONFORFEITABLE
YEARS OF SERVICE PERCENTAGE

Less than 2 0
2 20
3 40
4 60
5 80
6 or more 100

Under no circumstances, however, will a Participant's vested
interest be decreased as a result of the Plan becoming top heavy.

If at any time after becoming top heavy the Plan should
cease to be top heavy, the vesting schedule contained in
Section 7.04 shall again be applicable. However, any portion of
a Participant's Employer Contributions Account that was
nonforfeitable before the Plan ceased to be top heavy shall
remain nonforfeitable. In addition, effective for Plan Years
beginning after December 31, 1988, any Participant with three or
more Years of Service at the time that the Plan ceased to be top
heavy may elect to have the vesting schedule contained in this
section remain applicable. The election period shall be the same
as described in Section 9.01.

ARTICLE XIII
MISCELLANEOUS

13.01. Voluntary Plan

The Plan is purely voluntary on the part of the
Employer; and neither the establishment of the Plan nor any
amendment thereof nor the creation of any fund or account nor the
payment of any benefits shall be construed as giving any person a
legal or equitable right against the Employer, the Trustee or the
Committee unless the same shall be specifically provided for in
this Plan or conferred by affirmative action of the Committee or
the Employer in accordance with the terms and provisions of this
Plan. Nor shall such actions be construed as giving any Employee
or Participant the right to be retained in the service of the
Employer. All Employees and/or Participants shall remain subject
to discharge to the same extent as though this Plan had not been
established.

13.02. Forfeitures

Forfeitures from a Participant's Employer Matching
Contributions Account resulting from termination of the Partici-
pant's employment shall be used to reduce present and future
Employer matching contributions only when, after the Participant
has incurred five consecutive Breaks in Service or has received a
total distribution of his nonforfeitable Accounts, the Committee
determines that the terminated Participant has no further right
to such Forfeitures. Forfeitures from a Participant's Employer
Profit Sharing Contributions Account resulting from termination
of the Participant's employment shall be allocated to the
Employer Profit Sharing Contributions Accounts of all remaining
Participants in the same manner that Employer profit sharing
contributions are allocated pursuant to Section 3.02(d) only
when, after the Participant has incurred five consecutive Breaks
in Service or has received a total distribution of his nonfor-
feitable Accounts, the Committee determines that the terminated
Participant has no further right to such Forfeitures. In the
event that a Participant who received a distribution of his
nonforfeitable Accounts returns to the employment of the Employer
before he incurs five consecutive Breaks in Service, the for-
feited portion of his Employer Matching Contributions Account and
his Employer Profit Sharing Contributions Account shall be
restored to such Accounts first from Forfeitures available in
that year and then from additional Employer contributions, if
necessary.

13.03. Designation of Dates

Whenever any date designated herein shall fall on a
Saturday, Sunday or holiday, the next succeeding day which is not
a Saturday, Sunday or holiday will be substituted therefor,
except that where a date is designated as the last day of a
period and such date falls on a Saturday, Sunday or holiday, the
next preceding day which is not a Saturday, Sunday or holiday
shall be substituted therefor.

13.04. Non-alienation of Benefits

Participants and their Beneficiaries shall be entitled
to all the benefits specifically set out under the terms of the
Plan, but said benefits or any of the property rights therein
shall not be assignable or distributable to any creditor or other
claimant of such Participant. A Participant shall not have the
right to anticipate, assign, pledge, accelerate or in any way
dispose of or encumber any of the monies or benefits or other
property which may be payable or become payable to such Partici-
pant or his Beneficiary. The preceding sentence shall also apply
to the creation, assignment or recognition of a right to any
benefit payable with respect to a Participant pursuant to a
domestic relations order, unless such order is determined to be a
qualified domestic relations order, as defined in Code
Section 414(p) and determined pursuant to Section 8.02(b) of the
Plan, or any domestic relations order entered before January 1,
1985. In addition to the methods of benefits payment otherwise
provided under the Plan, effective January 1, 1995, a qualified
domestic relations order may provide for an immediate lump sum
distribution to the alternate payee named therein upon the
determination by the Committee that the order constitutes a
qualified domestic relations order, subject to the Qualified
Joint and Survivor Annuity rules of Section 7.05.

13.05. Participant Loans

Participant loans were not permitted under the Profit
Sharing Plan on or after June 1, 1987. No Participant loans will
be permitted under the terms of this Plan. Notwithstanding the
foregoing, Participant loans issued to participants in the Owens
Country Sausage, Inc. Employee Retirement Plan prior to June 1,
1987 which were assumed by the Profit Sharing Plan shall continue
to be administered, until they have been retired, in accordance
with the terms and conditions contained in Article XI of the
Profit Sharing Plan.

13.06. Inability to Receive Benefits

If the Committee receives evidence that (a) a person
entitled to receive any payment under the Plan is physically or
mentally incompetent to receive payment and to give a valid
release therefor; and (b) another person or an institution is
then maintaining or has custody of such person and no guardian,
committee or other representative of the estate of such person
has been duly appointed by a court of competent jurisdiction,
such payment may be made to such other person or institution
referred to in (b) above. The release to such other person or
institution shall be a valid and complete discharge for the
payment.

13.07. Lost Participants

If the Committee is unable, after reasonable and
diligent effort, to locate a Participant or Beneficiary who is
entitled to payment under the Plan, the payment due such person
shall become a Forfeiture; provided, however, that if the Parti-
cipant or Beneficiary later files a claim for his benefit, it
shall be reinstated. Notification by certified or registered
mail to the last known address of the Participant or Beneficiary
shall be deemed a reasonable and diligent effort to locate such
person.

13.08. Limitation of Rights

Nothing in the Plan, expressed or implied, is intended
or shall be construed to confer upon or give to any person, firm
or association other than the Employer, the Participants and
their successors in interest any right, remedy or claim under or
by reason of this Plan.

13.09. Gender

Whenever used in this Plan, the masculine pronoun
refers to both men and women.

13.10. Invalid Provision

In case any provision of this Plan shall be held
illegal or invalid for any reason, said illegality or invalidity
shall not affect the remaining parts of this Plan; but this Plan
shall be construed and enforced as if said illegal and invalid
provision(s) had never been inserted herein.

13.11. Notice Requirements

In the case of a Qualified Joint and Survivor Annuity,
the Committee shall, no less than 30 days and no more than 90
days prior to the Annuity Starting Date, provide each Participant
a written explanation of (a) the terms and conditions of a Quali-
fied Joint and Survivor Annuity; (b) the Participant's right to
make and the effect of an election to waive the Qualified Joint
and Survivor Annuity form of benefit; (c) the rights of a Parti-
cipant's Spouse; and (d) the right to make and the effect of a
revocation of a previous election to waive the Qualified Joint
and Survivor Annuity.

13.12. One Plan

This Plan may be executed in any number of counter-
parts, each of which shall be deemed an original; and said
counterparts shall constitute but one and the same instrument and
may be sufficiently evidenced by any one counterpart.

13.13. Governing Law

The Plan shall be governed by and construed in accord-
ance with the federal laws governing employee benefit plans
qualified under the Code and in accordance with the local laws of
the State of Ohio where such laws are not in conflict with the
aforementioned federal laws.

Executed effective January 1, 1994, unless otherwise
specifically stated herein.

BOB EVANS FARMS, INC.

By:__________________________

Print Name:__________________

Title:_______________________

Date:_________________

Exhibit 10(b)

BOB EVANS FARMS, INC. AND AFFILIATES

401K RETIREMENT PLAN SUMMARY PLAN DESCRIPTION

______________

BOB EVANS FARMS, INC. AND AFFILIATES

401K RETIREMENT PLAN

SUMMARY PLAN DESCRIPTION

Date of Publication: January 1, 1995

NOTICE

This document is a SUMMARY of certain
material provisions of the Bob Evans Farms,
Inc. and Affiliates 401K Retirement Plan.
Because it is only a summary, and because it
has been prepared for the purpose of trying
to make certain provisions of an extremely
complex plan easier for you to understand, it
cannot--and does not--contain all the
information you would need to know in order
to fully understand the Plan. A copy of the
full text of the Bob Evans Farms, Inc. and
Affiliates 401K Retirement Plan is available
from the Plan Administrative Committee and
you are urged to review the full text before
making any decision about your retirement
benefits.

BOB EVANS FARMS, INC. AND AFFILIATES
401K RETIREMENT PLAN
SUMMARY PLAN DESCRIPTION

TABLE OF CONTENTS

Section
Number Section Name Page

I. INTRODUCTION . . . . . . . . . . . . . . . 1

II. PARTICIPATION AND ELIGIBILITY. . . . . . . 1

III. CONTRIBUTIONS. . . . . . . . . . . . . . . 2

IV. INVESTMENT OF PLAN ASSETS. . . . . . . . . 7

V. RETIREMENT BENEFITS. . . . . . . . . . . . 8

VI. DEATH BENEFITS . . . . . . . . . . . . . . 10

VII. TERMINATION BENEFITS . . . . . . . . . . . 11

VIII. WITHDRAWALS WHILE EMPLOYED . . . . . . . . 14

IX. WHEN BENEFITS UNDER THE PLAN MAY
NOT BE PAYABLE . . . . . . . . . . . . . 15

X. PLAN TERMINATION INSURANCE . . . . . . . . 16

XI. TOP HEAVY PROVISIONS . . . . . . . . . . . 16

XII. CLAIMS AND APPEALS PROCEDURES. . . . . . . 16

XIII. ASSIGNMENT OF BENEFITS . . . . . . . . . . 17

XIV. AMENDMENT OF PLAN. . . . . . . . . . . . . 18

XV. TERMINATION OF PLAN. . . . . . . . . . . . 18

XVI. ERISA RIGHTS . . . . . . . . . . . . . . . 19

XVII. GENERAL INFORMATION. . . . . . . . . . . . 20

BOB EVANS FARMS, INC. AND AFFILIATES

401K RETIREMENT PLAN

SUMMARY PLAN DESCRIPTION

I. INTRODUCTION

This Summary Plan Description ("SPD") outlines the main
features of the Bob Evans Farms, Inc. and Affiliates 401K
Retirement Plan which is in effect as of January 1, 1995
("Plan"). As noted on the cover page of this document, this SPD
contains only a summary of certain provisions of the Plan. It
does not contain all the information you would need to know in
order to fully understand the Plan. A copy of the complete Plan
is available for your inspection at the office of the Plan
Administrative Committee (the "Committee"), whose address is
provided in the "General Information" section of this SPD. In
addition, if you have any questions that are not answered by this
SPD, you should feel free to direct those questions to the
Committee.

IN THE CASE OF ANY CONFLICT OR INCONSISTENCY BETWEEN
THE PROVISIONS OF THIS SPD AND THE COMPLETE PLAN, THE PROVISIONS
OF THE COMPLETE PLAN WILL CONTROL.

For purposes of this SPD, the term "Employer" means Bob
Evans Farms, Inc.

II. PARTICIPATION AND ELIGIBILITY

A. Eligibility Requirements

The Plan covers all employees of the Employer, except
leased employees and union employees.

If you are a member of the class of employees covered
under the Plan, you will be eligible to participate in this Plan
on the January 1st or July 1st immediately following the date on
which you satisfy both of the following requirements:

- you attain age 21; and

- you have completed 12 consecutive months of ser-
vice with the Employer (measured from your date of
hire and anniversaries of such date) in which you
are credited with at least 1,000 hours of service.

B. Enrollment

At the time that you become eligible to participate in
the Plan, you will receive an enrollment form. To enroll in the
Plan, you must complete this form, sign it and return it to the
401K Coordinator at the Employer's general offices. When com-
pleting the enrollment form, you will elect the amount of your
compensation that you wish to contribute to the Plan as partici-
pant salary deferrals (see Section III.A. of this SPD), choose
your investment funds (see Section IV of this SPD) and designate
your beneficiary to receive any death benefit under the Plan (see
Section VI of this SPD). If you do not wish to make participant
salary deferral contributions to the Plan, you must indicate that
on the enrollment form. If upon your initial eligibility to par-
ticipate in the Plan you elect not to make participant salary
deferral contributions, you may elect to make such contributions
beginning on the first payroll after any January 1st, April 1st,
July 1st and/or October 1st, provided you complete a new
enrollment form at least 20 days prior to such January 1st,
April 1st, July 1st or October 1st.

C. Former Employee Who is Rehired

If you are a participant in the Plan and then your
employment with the Employer is terminated, your participation in
the Plan will terminate. If you are later reemployed by the
Employer, you may rejoin the Plan on the January 1 or July 1
coinciding with or following the date of your reemployment. If
you were not a participant in the Plan at the time that your
employment with the Employer was terminated and you are rehired,
you will be eligible to participate in the Plan on the
January 1st or July 1st following the date on which you satisfy
the requirements of Part A of this Section II.

III. CONTRIBUTIONS

A. Participant Salary Deferrals

Each year, you may defer and authorize the Employer to
contribute to the Plan on your behalf up to the lesser of the
maximum dollar amount permitted by law or 15% of your
compensation for that year. The maximum dollar amount is subject
to change each year, based on inflation. You will be notified by
the Committee each time that this amount is changed. If you do
not elect to make salary deferral contributions through regular
payroll deductions and if you receive a lump sum cash bonus from
the Employer during the Plan Year, you may elect to have a
portion of the bonus contributed to the Plan as a salary
deferral, provided you so elect in writing within five days of
the date that you are to receive such bonus.

Note: If you are a "Highly Compensated Employee" of the
Employer, the amount of your salary deferrals may be
further limited, based upon the amount of salary defer-
rals made by all Non-Highly Compensated Employees. If
your contributions are limited, you will be advised by
the Committee. For purposes of the Plan, "Highly
Compensated Employees" include certain owners, officers
and executives of the Employer.

If you elect to make contributions to the Plan through
payroll deductions, you may change the amount of your regular
contribution to the Plan beginning on the first payroll after any
January 1st, April 1st, July 1st or October 1st, provided your
request for change in amount is made in writing and received by
the Committee within 20 days of such date. If you do not change
your election form, the percentage of your compensation that you
elected to contribute to the Plan during the preceding calendar
quarter will continue in effect for the next year. For example,
if you elect to contribute 3% of each paycheck to the Plan during
the first quarter of 1995 and do not submit a new election form
to the Committee on or before March 11, 1995, your election to
contribute 3% of each paycheck will continue during the second
quarter of 1995. You may stop your salary deferral contributions
to the Plan at any time by giving the Committee at least 20 days'
notice in writing. If you stop your contributions completely,
you will be able to restart such contributions at any time by
completing and submitting an Enrollment Change Form to the
Committee.

Note: If your total designated payroll deductions (including
salary deferral contributions under this Plan, payments
for your health insurance and other contributions to
the Employer's Flexible Benefit Plan) exceed the amount
payable to you during a payroll period which is subject
to income tax withholding, no deductions will be made
from your check for that payroll period. As a result,
no salary deferral contributions will be made to the
Plan for such a payroll period.

Your salary deferrals and the earnings on such defer-
rals are tax deferred. This means you pay no income tax on the
amounts you contribute as salary deferrals until they are with-
drawn from your account. Your salary deferrals go directly into
your account before federal and, generally, before state taxes
are taken out. This lowers your taxable income and, therefore,
lowers the current income taxes you have to pay.

If you are not already saving part of your compensa-
tion, the tax advantages of the Plan offer an attractive way for
you to begin saving for retirement. If you currently are saving
part of your compensation after taxes, the Plan allows you to
save the same amount or even more, while you defer current taxes
and increase your spendable income. Here are some examples:

Example 1

Assume you are single, your annual compensation is
$10,000, you claim one exemption for federal income tax
purposes and you claim the standard deduction. This
example points out the advantages of saving $5 per week
($260 annually) before taxes rather than after taxes.

Savings Savings
After Taxes Under the Plan

Annual Compensation $10,000 $10,000
Before Tax Savings 0 (260)
Taxable Earnings $10,000 $ 9,740
Taxes:
Federal Income Tax (735) (696)
Social Security Taxes (765) (765)
State Income Tax (200) (195)
After-Tax Savings (260) -0-
Spendable Income $ 8,040 $ 8,084

Increase in Spendable Income
Through Before-Tax Savings $ 44

Example 2

Assume you are married and filing a joint return and
your annual compensation is $20,000. You claim three
exemptions for federal income tax purposes and you
claim the standard deduction. This example points out
the advantages of saving $20 per week ($1,040 annually)
before taxes rather than after taxes.

Savings Savings
After Taxes Under the Plan

Annual Compensation $20,000 $20,000
Before Tax Savings -0- (1,040)
Taxable Earnings $20,000 $18,960
Taxes:
Federal Income Tax (1,320) (1,164)
Social Security Taxes (1,530) (1,530)
State Income Tax (400) (379)
After-Tax Savings (1,040) -0-
Spendable Income $15,710 $15,887

Increase in Spendable Income
Through Before-Tax Savings $ 177

Example 3

Assume you are married and filing a joint return and
your annual compensation is $45,000. You claim three
exemptions for federal income tax purposes and you
claim the standard deduction. This example points out
the advantages of saving $50 per week ($2,600 annually)
before taxes rather than after taxes.

Savings Savings
After Taxes Under the Plan

Annual Compensation $45,000 $45,000
Before Tax Savings -0- (2,600)
Taxable Earnings $45,000 $42,400
Taxes:
Federal Income Tax (5,441) (4,713)
Social Security Taxes (3,443) (3,443)
State Income Tax (900) (848)
After-Tax Savings (2,600) -0-
Spendable Income $32,616 $33,396

Increase in Spendable Income
Through Before-Tax Savings $ 780

In addition to the savings shown in the above examples,
you must also consider that contributions made to the Plan will,
generally, grow at a faster rate than amounts saved in an indi-
vidual savings account after taxes, because the earnings on
amounts saved in the Plan will be free from federal and state
income tax, until distributed; whereas, annual earnings on
amounts saved in an individual savings account will be taxed each
year by both the federal and state governments.

B. Employer Contributions

In addition to your contributions, each year, the
Employer, in the discretion of its Board of Directors, may make
contributions to the Plan. Employer contributions may be made to
the Plan in one, or in a combination of, the following forms:

- base contributions

- matching contributions

- profit sharing contributions

1. Base Contributions

This type of contribution is an identical flat
dollar contribution made on behalf of each participant in the
Plan, even those participants who do not make participant salary
deferral contributions during the year. For example, the
Employer's Board of Directors might decide to contribute $100 to
the Plan on behalf of each participant. To be eligible to
receive this type of contribution, you must be a participant in
the Plan who worked at least 1,000 hours for the Employer during
the Plan Year for which the contribution is made. Base con-
tributions made to the Plan by the Employer will be treated like
participant salary deferral contributions; therefore, you will
always be 100% vested (see Section VII of this SPD) in such con-
tributions made on your behalf.

Base contributions, if any, will be made to the Plan
separately for the employees of each division of the Employer.
That is, the Employer's Board of Directors will establish, each
year, the amount of the base contributions to be made to the Plan
on behalf of employees of Owens Country Sausage, Inc.; employees
of the restaurant division of Bob Evans Farms, Inc., employees of
the sausage division of Bob Evans Farms, Inc., and employees of
the administrative group of Bob Evans Farms, Inc., employees of
Hickory Specialties and employees of Mrs. Giles Country Kitchen.

2. Matching Contributions

This type of contribution is made by the Employer
to match a portion of your salary deferral contributions. The
amount of this matching contribution, if any, will be determined
annually by the Employer's Board of Directors. To be eligible to
receive this type of contribution, you must have made salary
deferral contributions to the Plan during the Plan Year for which
the contribution is made and be employed by the Employer on the
last day of such Plan Year (December 31st).

3. Profit Sharing Contributions

This type of contribution is similar to the annual
contribution previously made by the Employer to the Profit Shar-
ing Plan. Under this type of contribution, the Employer contrib-
utes a specified amount which is divided, on a pro-rata basis,
among all participants who are eligible to share in such contri-
bution. If the Employer's Board of Directors elects to make a
profit sharing contribution to the Plan, such contribution will
be allocated to each participant in the Plan (even those who did
not make salary deferrals), based upon the ratio of his or her
compensation for the Plan Year for which such contribution is
made compared to the total compensation paid to all participants
for such Plan Year. To be eligible to receive this type of
contribution, you must be a participant in the Plan who is
employed by the Employer on the last day of the Plan Year for
which such contribution is made (December 31st).

C. Rollover Contributions

To the extent permitted by the Committee, each employee
of the Employer may "roll over" into the Plan, distributions from
other qualified plans or certain individual retirement accounts
(IRA's). Such contributions will be known as "rollover
contributions."

D. Limitations on Contributions

Annual additions to your account in the Plan may not
exceed the lesser of $30,000 (or higher if authorized by govern-
ment regulations) or 25% of your Compensation. Generally, annual
additions to your account will include:

(a) your salary deferrals;

(b) Employer base contributions, if any;

(d) Employer profit sharing contributions, if any.

E. Compensation

For purposes of this Plan, generally, "Compensation"
includes all cash compensation reflected on your Form W-2 plus
any Participant deferrals made to this Plan and contributions
made to the Employer's cafeteria plan. However, pursuant to
current law, for purposes of the Plan, annual compensation in
excess of $150,000 (increased by the IRS) will not be considered.

IV. INVESTMENT OF PLAN ASSETS

Each month your salary deferrals will be deposited into
an account held in your name. The earnings on these contribu-
tions will be added to your account balance on a quarterly basis.
The Employer's contributions (base, matching and profit sharing)
will be allocated, on an annual basis, to separate accounts held
in your name and also yield earnings which will be credited to
such accounts. In the discretion of the Employer, expenses
incurred in the administration of the Plan may be charged against
any earnings from the investment of Plan assets. Once per Plan
Year you will receive a written statement regarding the amounts
credited to your accounts under the Plan.

The Committee will establish one or more Investment
Funds for the investment of your salary deferral contributions
and rollover contributions (if any) under the Plan. The Trustee,
or investment managers hired by the Employer, will choose how the
Employer's contributions (base, matching and profit sharing) will
be invested. You will direct how your salary deferral
contributions, if any, and rollover contributions, if any, will
be invested (pursuant to rules established by the Committee)
between the available Investment Funds. Periodically, the
Committee will provide you with an explanation of the Investment
Funds to which you may direct your investments. Once each year
(prior to January 1st), you may elect to change the percentages
of your contributions which are allocated among the available
Investment Funds. If you do not change your election, your
investments will remain the same as they were in the preceding
year.

V. RETIREMENT BENEFITS

A. When You Can Retire

You can retire and receive your retirement benefit
under the Plan on any one of the following dates:

- Normal Retirement Date: Your 62nd birthday.

- Early Retirement Date: You may retire early
following your 55th birthday, provided you have
completed at least 7 years of service with the
Employer.

- Late Retirement Date: You may continue to work
for the Employer past age 62. If you continue to
work past age 62, your late retirement date will
be the date you actually retire.

- Disability Retirement Date: You may retire and
receive a retirement benefit, if you are deter-
mined by the Committee to be totally and perma-
nently disabled.

B. Amount of Retirement Benefits

At normal, early or late retirement, you will be
entitled to receive the value of your account as of the
March 31st, June 30th, September 30th or December 31st following
your retirement date. This amount will include:

- your salary deferrals, with earnings, if any, as
of such date;

- your rollover contributions, with earnings, if
any, as of such date; and

- the Employer's contributions (base, matching and
profit sharing), with earnings, if any, as of such
date.

C. Disability Retirement

If you become totally and permanently disabled, you
will receive a disability retirement benefit under the Plan equal
to the value of your account as of the March 31st, June 30th,
September 30th or December 31st following the date of your
disability. You are considered "totally and permanently
disabled" if a licensed physician selected by the Committee
determines that you are unable to engage in any substantial gain-
ful activity because of a medically determinable physical or
mental impairment expected to result in your death or to be of
long, continued and indefinite duration.

D. Payment of Retirement Benefits

Retirement and disability retirement benefits can be
paid to you in one of several ways. All payment methods are
equal in value, but monthly benefit amounts will differ depending
on the payment form you select. If you choose a form that guar-
antees continued benefits to a beneficiary after your death, the
monthly benefit payable during your life will be actuarially
reduced to provide that guarantee.

1. Automatic Payment Form

If you are married at the time that you are
eligible to receive your benefit, such benefit will be paid auto-
matically as a 50% joint and survivor annuity with your spouse as
beneficiary unless you elect an optional form of payment (with
the written consent of your spouse) within 90 days of the date on
which benefit payments would begin. This payment method provides
monthly benefits for your lifetime with a guarantee that when you
die, 50% of your monthly benefit will be paid to your spouse for
his or her lifetime.

If you are not married when you are eligible for
your benefit and you do not elect a payment option (see "Optional
Payment Forms" below), your retirement benefit will be paid auto-
matically as a life annuity. This option provides monthly bene-
fits for your lifetime. Payments stop when you die.

2. Optional Payment Forms

You may elect to receive your benefit under the
Plan in a form other than those described above. These options
include (i) a lump-sum payment; (ii) periodic payments (monthly,
quarterly, semiannually or annually) over a period of time not to
exceed ten years; or (iii) payment pursuant to an annuity con-
tract purchased from a life insurance company.

If you are married at the time that you are eligi-
ble for retirement or disability retirement benefits and you
elect a payment option other than the Automatic Payment Form
described above (50% joint and survivor annuity), your spouse's
written consent to such election will be required. The consent
must be witnessed by a notary public or a Plan representative and
include a statement acknowledging that your spouse is waiving
benefits to which he or she is entitled under the law.

For purposes of this Plan, your "spouse" is the
person to whom you are married at the time that you are eligible
for benefits or, to the extent provided in a Qualified Domestic
Relations Order, any individual to whom you were formerly
married.

3. Direct Transfer and Withholding Rules

Beginning January 1, 1993, new rules took effect with
respect to withholding of federal income tax on many forms of
Plan distributions. In many cases, the Committee may be required
to withhold taxes on distributions that are made to you unless
the Committee makes the distribution on your behalf directly to
an IRA or to another qualified retirement plan. The Committee
will give you more information about these new rules before you
receive any distributions under the Plan.

4. When Benefits Must Be Paid

You must begin to receive your benefits under the
Plan by the April 1st following the calendar year in which you
attain age 70 1/2, even if you are still employed by the
Employer.

VI. DEATH BENEFITS

If you die before retirement while still employed by
the Employer, your designated beneficiary or beneficiaries will
receive the value of your account under the Plan as of the
March 31st, June 30th, September 30th or December 31st following
the date of your death. You are required to keep on file with
the Committee a written designation of one or more beneficiaries
who, if you should die, would receive this death benefit. The
value of your account will be paid to the beneficiary or
beneficiaries you named upon your death in one of the optional
payment forms, elected by the beneficiary, described in Section
V.D.2.

If, at the time of your death, you are married, your
spouse will automatically be considered the sole primary benefi-
ciary of your death benefit under the Plan, unless he/she had
earlier (prior to your death) consented in writing to the desig-
nation of an alternate beneficiary or beneficiaries.

If your spouse has validly waived any right to your
death benefit or your spouse cannot be located in order to waive
such right, your benefit will be paid to any beneficiary you have
chosen.

For purposes of this section, your "spouse" is the
person to whom you are married at the time of your death or, to
the extent provided in a Qualified Domestic Relations Order, any
individual to whom you were formerly married.

VII. TERMINATION BENEFITS

A. If Your Employment is Terminated Before Retirement,
Death or Disability

If your employment with the Employer is terminated for
any reason prior to your retirement, disability or death, you may
still be entitled to a benefit under the Plan. You will be
entitled to a benefit upon your termination of employment with
the Employer only if you are vested in some part of the total
value of your account. To be "vested" means to have a nonfor-
feitable right to a benefit from the Plan.

How much of your account is vested depends partly on
where the money in your account comes from and partly on how long
you have worked for the Employer. The portion of the value of
your account derived from your salary deferrals, from Employer
base contributions and from your rollover contributions are
always fully vested. All Employer matching and profit sharing
contributions vest over time, based upon your years of service
with the Employer, in accordance with the following schedule:

Years of Service Vested Percentage

1 0%
2 0%
3 20%
4 40%
5 60%
6 80%
7 100%

If your employment with the Employer is terminated
prior to your retirement, disability or death, you will be
entitled to receive the vested value of your account as of the
March 31st, June 30th, September 30th or December 31st following
the date of your termination of employment. For purposes of
determining your vested portion of the Employer matching and
profit sharing contributions credited to your account, your
"years of service" are all Plan Years in which you complete at
least 1,000 hours of service for the Employer.

If you terminate your employment with the Employer
prior to retirement, disability or death, and the vested value of
your account does not exceed (or at the time of any prior
distribution did not exceed) $3,500, the Committee will have the
Plan pay your benefit as soon as administratively possible, in
one lump sum. And, if the vested value of your account exceeds
(or at the time of any prior distribution exceeded) $3,500, the
Committee will pay your benefit as soon as administratively
possible, in one lump sum, but only if the Committee obtains your
written consent and the written consent of your spouse, if you
have one. If you (and your spouse, if applicable) do not consent
to a lump-sum distribution of your vested account in excess of
$3,500, such vested account will be paid to you in accordance
with the provisions of Section V.D. at the time that you would
have otherwise been eligible for either early or normal
retirement.

B. If Your Employment is Terminated and Then You Are
Rehired

1. Vested Employees Who Have Not Received Benefits

If you are vested in any part of the portion of
your account which is attributable to Employer matching and
profit sharing contributions when your employment with the
Employer is terminated and you do not receive a distribution of
such account upon your termination of employment, if you are
later rehired, the "years of service" you accumulated before you
left will be added to the years of service you earn after you
return in calculating the vested value of your account. This
rule applies no matter how long you are gone from the Employer.

2. Non-Vested Employees

If you are not vested in any part of the portion
of your account which is attributable to Employer matching and
profit sharing contributions when your employment with the
Employer is terminated (you had less than three years of service)
and you are later rehired, the years of service you earned before
you left will be counted in calculating the vested value of your
account only if you are gone less than five years.

Example:

Assume you leave the Employer and are rehired four
years later. Since you were gone less than five years,
the years of service you earned before you left will be
added to your years of service after your return in
determining the vested value of the portion of your
account which is attributable to Employer matching and
profit sharing contributions. Therefore, if you had
one year of service when you left and you work four
years after your return, you would be considered to
have five years of service.

3. Vested Employees--Payment of Partial Benefits at
Termination

If at the time you terminate employment (a) you
are vested in some but not all of the Employer matching and
profit sharing contributions which have been allocated to your
account; and (b) you are paid the full amount of your vested
benefits, then, if you return to work, you will lose your rights
in the unvested portion of the Employer matching and profit
sharing contributions that were allocated to your account at the
time of your termination unless you repay the full amount of the
vested benefits that were distributed to you by the earlier of:

- five years after the date on which you are
rehired, or

- the date on which you incur five consecutive one-
year breaks in service.

Example

Assume that at the time you terminate the Employer had
contributed $1,000 to your account and that you were
then vested in 40% of that amount ($400). Assume
further that, at the time of your termination, the $400
vested amount was paid to you in full. Under those
facts, if you return to work but do not repay the $400
within the time periods stated above, your right to the
portion of your account which was unvested at the time
of your termination ($600) will be completely for-
feited. However, if you repay the $400 within the time
period stated above, your rights in the $600 will be
reinstated and the years of service that you earn after
your return to work will be counted in determining your
vested rights in that $600.

4. Vested Employees--Rehired After Applying For
Distribution, but Prior to Receipt of Distribution

If you terminate your employment and apply for a
distribution of your vested account, but are reemployed by the
Employer before you receive that distribution, your application
for distribution will be considered void. However, upon your
reemployment, your account balance will remain unchanged and you
will be eligible to again make Participant deferrals to the Plan.

C. Forfeitures

If you are not vested in the entire value of your
account when your employment with the Employer is terminated and
you incur five consecutive one-year breaks in service, you will
forfeit the non-vested portion of such account. Also, if your
employment with the Employer is terminated and you receive a
distribution of the vested portion of your account, you will for-
feit the non-vested portion of such account immediately upon
receiving your distribution. A one-year break in service for
purposes of the Plan is any Plan Year in which you are not
credited with at least 501 hours of service.

Forfeitures from participant accounts arising each Plan
Year from profit sharing contributions will be allocated to the
accounts of all remaining participants in the same way that
profit sharing contributions are allocated (see Section III).
Forfeitures arising each Plan Year from Employer matching contri-
butions will be used to reduce Employer matching contributions to
be made in the year in which such forfeitures arise.

VIII. WITHDRAWALS WHILE EMPLOYED

Under federal law and the provisions of the Plan, the
portion of your account contributed as salary deferrals and
Employer base contributions may be distributed to you or your
beneficiary only after the earliest occurrence of the following
events:

- your separation from service with the Employer;

- your death;

- your disability;

- your retirement; or

- termination of the Plan (provided a total dis-
tribution is made and the Employer does not
establish a successor plan).

However, subject to Committee approval, you may, upon
30 days' written notice to the Committee, withdraw your salary
deferral contributions (but not earnings on such contributions)
if you are experiencing a financial hardship. For this purpose,
a financial hardship is any of the following:

- medical expenses incurred by you, your spouse or
dependents;

- costs directly related to purchase (excluding
mortgage payments) of your principal residence;

- payment of tuition and related educational fees
for the next 12 months of post-secondary education
for you, your spouse, children or dependents; or

- expenditures to stave off eviction from your
principal residence or foreclosure of a mortgage
on the same.

In addition, in order to receive a distribution due to
financial hardship under the Plan, you must either

- certify to the Committee that you have no other
source of funds to meet such hardship; or

- agree to cease making salary deferral contribu-
tions to the Plan for a period of 12 months.

If you are eligible for a hardship distribution, the
amount of such distribution must be at least $100 and may not
exceed the amount necessary to meet your financial hardship plus
amounts reasonably anticipated to pay taxes and penalties on such
distribution. Under present law, amounts withdrawn from your
salary deferral contributions may be subject to a 10% federal
excise tax in addition to regular income taxes. Also, your
hardship distribution (if $200 or more) will be subject to the
20% withholding requirement on all distributions which are not
directly transferred to either an IRA or to another qualified
retirement plan.

IX. WHEN BENEFITS UNDER THE PLAN MAY NOT BE PAYABLE

In certain situations, you may not receive benefits or
you may receive smaller benefits than you expected. These situa-
tions include:

- if you terminate employment with the Employer
before becoming a participant in the Plan;

- if you leave the Employer before becoming fully
vested in your entire account;

- if the value of the investments in the trust fund
falls below the amounts paid for them;

- if you or your beneficiary fail to make a timely
appeal for denied benefits; or

- if the Committee cannot locate you when your
benefit is payable. Neither the Trustee nor the
Committee is obligated to search for either you or
your beneficiary. It is important that you or
your beneficiary keep a current address on file
with the Committee.

X. PLAN TERMINATION INSURANCE

Because this is a defined contribution plan, benefits
under the Plan are not insured by the Pension Benefit Guaranty
Corporation under Title IV of the Employee Retirement Income
Security Act of 1974 ("ERISA"). A defined contribution plan is,
by definition, a "fully funded" plan which assumes that benefits
to be provided by the Plan will be available to participants in
the event of Plan termination.

XI. TOP HEAVY PROVISIONS

Under the tax laws, the Plan is required to contain
provisions which will become operative if it becomes "top heavy"
sometime in the future. A plan is considered top heavy only if
the value of the accounts of key employees is more than 60% of
the sum of the accounts of all employees. For this purpose, "key
employees" include certain officers and shareholders of the
Employer as described in Section 416(i) of the Internal Revenue
Code. In view of the large number of non-key employees benefited
by this Plan, it is very unlikely that the Plan will ever become
top heavy. If it does, vesting would accelerate and certain
minimum allocations would have to be provided by the Employer. A
more detailed explanation of these provisions will be provided if
and when the Plan becomes top heavy.

XII. CLAIMS AND APPEALS PROCEDURES

About 90 days before you plan to retire, you should
obtain a retirement benefit application form from the Committee.
In completing the form you should specify the method of payment
and the date you want payments to begin. Normally, you will
receive information on the different forms of payment within a
reasonable time before your retirement date. If for any reason
you do not receive this information, contact the Committee.
Proofs of applicable dates, such as birth certificates for you
and your spouse, may be required. The form, along with the
required proofs, should be submitted to the Committee. You may
change your payment election at any time before you retire and
benefit payments begin. However, if you are married, your spouse
must consent in writing to certain changes in beneficiary or mode
of payment. Any claim for disability, death or termination
benefits should also be submitted, in writing, to the Committee
by either you or your beneficiary (in the case of your death)
within 90 days of the date benefits would be paid from the Plan.

The Committee will review the application form and all
proofs and will decide whether or not a benefit is actually due.
In some cases, your claim for benefits may be denied.

If your claim is denied, in whole or in part, you will
receive a written notice of the denial, including:

- the specific reasons for the denial;

- the Plan provisions on which the denial is based;

- any additional information or material necessary
to complete the claim along with an explanation of
why it is needed; and

- an explanation of the Plan's claim review proce-
dures.

If you feel the determination is incorrect, you have
the right to have the benefit denial reviewed. Your request for
a review must be in writing and submitted to the Committee within
60 days after you receive written notification of a denial of a
claim. The Committee will complete a review of your appeal and
send you a final written decision. The decision will include the
specific reasons for the decision with reference to the pertinent
Plan provisions on which the decision is based.

XIII. ASSIGNMENT OF BENEFITS

Benefits provided under your retirement Plan cannot be
pledged, assigned, encumbered or garnisheed in payment of any
debt. However, the Plan will comply with Qualified Domestic
Relations Orders providing child support, alimony or marital
property rights to spouses, former spouses, children or other
payees. Such an order must specify

- the names and addresses of the Plan participant
and each payee;

- the amount or percentage of the participant's
benefit to be paid (or how the amount is to be
determined); and

- the number of payments or the time period payments
are required.

The order cannot

- provide benefits be paid in any form or amount
inconsistent with Plan provisions; or

- be inconsistent with any other existing order.

Effective January 1, 1995, the Plan began to accept
Qualified Domestic Relations Orders which provide for an
immediate distribution to an alternate payee, even where the
participant continues to be employed by the Employer. However,
no such immediate distribution will be made unless the Committee
receives an order which specifically provides for such a
distribution.

Should the Plan receive a Qualified Domestic Relations
Order which affects your benefits, you will be notified.

XIV. AMENDMENT OF PLAN

The Employer (through its Board of Directors), in its
discretion, may amend the Plan, provided that such amendment does
not diminish the nonforfeitable rights of any participant in the
Plan or remove an optional form of payment of benefits.

XV. TERMINATION OF PLAN

Although it is the Employer's intent to maintain this
Plan indefinitely, federal regulations require that participants
be notified that the Plan may be terminated at any time, at the
discretion of the Employer. Upon termination of the Plan or upon
liquidation of the Employer, after payment of all expenses and
after all adjustments of participants' accounts, each participant
shall become fully vested in the value of his account. The
Employer may provide at termination that participant balances are
to be distributed immediately to participants; or it may discon-
tinue the Employer's funding obligations, "freeze" the Plan and
pay benefits at such time as participants otherwise become
eligible for payment under the Plan.

XVI. ERISA RIGHTS

ERISA gives you legal rights under your Plan.

ERISA provides that all Plan participants have a legal
right to

- examine, without charge, at the Committee's office
and at other specific locations, all Plan docu-
ments, including insurance contracts and copies of
all documents filed by the Plan with the United
States Department of Labor, such as detailed
annual reports and Plan descriptions;

- obtain copies of all Plan documents and other Plan
information upon written request to the Committee.
The Committee may make a reasonable charge for the
copies;

- receive a summary of the Plan's annual financial
reports. The Committee is required by law to
furnish each participant with a copy of this
summary annual report;

- obtain a statement telling you whether you have a
right to receive a pension at normal retirement
age (age 62) and, if so, what your benefits would
be at normal retirement age if you stopped working
under the Plan now. If you do not have a right to
a pension, the statement will tell you how many
more years you have to work to get a right to a
pension. This statement must be requested in
writing and is not required to be given more than
once a year. This Plan must provide the statement
free of charge.

In addition to creating rights for Plan participants,
ERISA imposes duties on the people who are responsible for the
operation of employee benefit plans. The people who operate the
Plan, called "fiduciaries" of the Plan, have a duty to do so
prudently and in the interest of you and other Plan participants
and beneficiaries. No one, including the Employer or any other
person, may fire you or otherwise discriminate against you in any
way to prevent you from obtaining benefits or exercising your
rights under ERISA.

If your claim for benefits is denied, in whole or in
part, you must receive a written explanation of the reason for
the denial. You have the right to have the Committee review and
reconsider the claim.

Under ERISA, there are steps you can take to enforce
your legal rights. For instance, if you request materials from
the Plan and do not receive them within 30 days, you may file
suit in a federal court. In such a case, the court may require
the Committee to provide the materials and pay you up to $100 a
day until you receive the materials, unless they were not sent
because of reasons beyond the Committee's control.

If you have a claim for benefits that is denied or
ignored, in whole or in part, you may file suit in a state or
federal court.

If it should happen that Plan fiduciaries misuse Plan
money or if you are discriminated against for asserting your
rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a federal court. The court will
decide who should pay the court costs and legal fees. If you are
successful, the court may order the person you have sued to pay
these costs and fees. If you lose, the court may order you to
pay these costs and fees; for example, if it finds your claim is
frivolous.

If you have any questions about this Plan, you should
contact the Committee. If you have any questions about the
information above or about your rights under ERISA, you should
contact the nearest Area Office of the U.S. Labor-Management
Services Administration, Department of Labor.

XVII. GENERAL INFORMATION

A. Plan Sponsor

Bob Evans Farms, Inc.
3776 South High Street
P. O. Box 07863
Columbus, Ohio 43207-0863
(614) 491-2225

B. Plan Name and Number

Bob Evans Farms, Inc. and Affiliates
401K Retirement Plan
Plan No. 001

C. Effective Date of Plan

Profit Sharing Plan originally effective April 16,
1962. Amendment of Profit Sharing Plan to 401K
Retirement Plan effective May 1, 1990. Amended and
Restated 401K Retirement Plan effective January 1, 1994.

D. Employer's Identification Number

31-4421866

E. Type of Plan

Defined contribution plan

F. Plan Year

January 1 - December 31

G. Agent For Legal Process

Legal matters concerning the Plan may be directed to
Mr. David P. McHolland; Bob Evans Farms, Inc.;
3776 South High Street; P. O. Box 07863; Columbus, Ohio
43207-0863.

Legal process can also be made upon the Plan Trustee or
the Committee.

H. Trust and Trustee

This Plan is administered under a written plan and
trust agreement between the Trustee and the Employer.

The Trustee is responsible for the investment of the
assets of the Plan. The Trustee may appoint such
persons or companies as it deems necessary to carry out
its responsibilities.

All money contributed to the Plan, including any
investment earnings, will be used only for the benefit
of Plan participants and their beneficiaries.

The name and address of the Trustee for the Plan are:

National City Bank
155 East Broad Street
Columbus, Ohio 43251

I. Plan Administration

The Plan is administered by a Committee appointed by
the Board of Directors of Bob Evans Farms, Inc. The
members of the Committee shall continue to serve in
their capacity until they either resign or are removed
by the Board of Directors of Bob Evans Farms, Inc.

The name, address and business telephone number of the
Committee are:

Deferral Plan Committee
3776 South High Street
P. O. Box 07863
Columbus, Ohio 43207-0863
(614) 491-2225

REMINDER

This is only a SUMMARY of the
provisions of the Plan. It is not a
binding legal document. Only the actual
plan document itself defines your rights
and obligations.

Exhibit 11

Computation of Earnings per Share

Bob Evans Farms, Inc.

Year Ended
April 28, April 29, April 30,
1995 1994 1993
Weighted average number of shares
outstanding during the year used in
computation of net income per share 42,179,130 42,006,453 41,871,655

Net effect of dilutive stock options
based on treasury stock method using
average market price
284,582 267,676 248,439

Number of shares for computation of
primary net income per share 43,463,712 42,274,129 42,120,094

Net additional shares added to above
based on treasury stock method using
the year-end market price, if higher
than average market price - 47,612 -

Number of shares for computations of
fully diluted net income per 42,463,712 42,321,741 42,120,094
share

Net income $53,510,000 $48,182,000 $43,062,000

Net income per share $1.27 $1.15 $1.03

Primary net income per share (1) $1.26 $1.14 $1.03

Fully diluted net income per $1.26 $1.14 $1.03
share (1)

Notes:

(1) The effect on net income per share assuming full dilution
was less than 3% for all years and therefore has not been
reflected in the Consolidated Statements of Income.

EXHIBIT 23

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Annual
Report (Form 10-K) of Bob Evans Farms, Inc. of our report dated
May 24, 1995, included in the 1995 Annual Report to Stockholders
of Bob Evans Farms, Inc.

We also consent to the incorporation by reference of our report
dated May 24, 1995, with respect to the consolidated financial
statements incorporated herein by reference, included in this
Annual Report (Form 10-K) of Bob Evans Farms, Inc., in the
following Registration Statements:

- Form S-8 No. 33-242 -- 1985 Incentive Stock Option
Plan

_ Form S-8 No. 33-17978 -- 1987 Incentive Stock Option Plan

_ Form S-8 No. 33-30665 -- 1989 Stock Option Plan for
Non- Employee Directors

- Form S-8 No. 33-34149 -- 1990 401K Retirement Plan

- Form S-8 No. 33-42778 -- 1991 Incentive Stock Option Plan

- Form S-8 No. 33-53166 -- Non-Qualified Stock Option Plan

- Form S-8 No. 33-69022 -- Long Term Incentive Plan for
Managers

- Form S-8 No. 33-55269 -- 1994 Long Term Incentive
Plan

- Form S-3 No. 33-58443 -- Dividend Reinvestment and
Stock Purchase Plan

Columbus, Ohio Ernst & Young LLP
July 24, 1995

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF
INCOME OF BOB EVANS FARMS, INC. AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FORM 10-K FOR THE PERIOD ENDED APRIL 28, 1995.
</LEGEND>
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<CURRENCY> US DOLLARS

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0
<OTHER-SE> 393,446
<TOTAL-LIABILITY-AND-EQUITY> 488,101
<SALES> 766,968
<TOTAL-REVENUES> 766,976
<CGS> 229,256
<TOTAL-COSTS> 680,107
<OTHER-EXPENSES> 0
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<INCOME-PRETAX> 86,869
<INCOME-TAX> 33,359
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