As filed with the Securities and Exchange Commission on May 16, 1996

                                                       Registration No. 33-   
                                                                               
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                                                    
                               FORM S-8
                        REGISTRATION STATEMENT
                                UNDER
                      THE SECURITIES ACT OF 1933

                       J & J SNACK FOODS CORP.
        (Exact name of Registrant as specified in its charter)

   New Jersey                6000 Central Highway          22-1935537     
(State or other          Pennsauken, New Jersey 08109    (I.R.S. Employer 
jurisdiction of         (Address of Executive Offices)  Identification Number)
incorporation or
 organization)  

                            J & J SNACK FOODS CORP.
                         EMPLOYEE STOCK PURCHASE PLAN

                          Gerald B. Shreiber, President
                            J & J Snack Foods Corp.
                           6000 Central Highway
                          Pennsauken, New Jersey 08109
                           (609) 665-9533
                  (Name, address, including zip code and
                   telephone number, including area code,
                            of agent for service)

                     Copies of Communications to:
                     A. Fred Ruttenberg, Esquire
                    Blank Rome Comisky & McCauley
                    210 Lake Drive East, Suite 200
                       Cherry Hill, N.J. 08002
                            (609) 779-3600

                   CALCULATION OF REGISTRATION FEE






Title of securities   Amount to be     Proposed       Proposed      Amount of
to be registered     registered (1)     maximum       maximum     registration
                                     offering price   aggregate       fee
                                       per share     offering price 

Common Stock,
 no par value       500,000 shares     $12.41(2)    $6,205,000(2)   $2,139.66

Participation Interests
      in Plan              *               *              *              *

(1)  Plus such indeterminate number of shares as may be issued pursuant to 
     certain anti-dilution provisions contained in the Plan.

(2)  Pursuant to Rule 457(c), based upon the average of the high and low sale 
     prices of J & J Snack Foods Corp. Common Stock, no par value, reported on 
     the Nasdaq National Market System on May 13, 1996.

*    An indeterminate number of interests are being registered pursuant to 
     Rule 416(c). 
     


PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

     The document(s) containing the information specified in Item 1 will be sent
or given to employees as specified in Rule 428(b)(1) and are not required to be
filed as part of this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual Information.

     The document(s) containing the information specified in Item 2 will be sent
or given to employees as specified in Rule 428(b)(1) and are not required to be
filed as part of this Registration Statement.

PART II. INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

     The following documents filed with the Commission are incorporated
herein by reference:

     (i)  The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1995;

     (ii) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report on
Form 10-K referred to in (i) above; and

     (iii)     The description of the Company's Common Stock is incorporated
by reference to the Company's Registration Statement on Form S-2 (File No. 
33-40811) filed on May 24, 1991 under the Securities Act of 1933, as amended.

     All reports and other documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, after the date of this Registration Statement
but prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold hereunder, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing 
of such documents.

Item 4. Description of Securities.

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     Not Applicable.

Item 6. Indemnification of Directors and Officers.

     Under Section 14A:3-5 of the New Jersey Business Corporation Act (the
"NJBCA"), the Company must indemnify each of its directors and officers for his
expenses (that is, reasonable costs, disbursements and counsel fees) in 
connection with any proceeding involving such person by reason of his having 
been an officer or director to the extent he is successful on the merits.

     The By-Laws of the Company provide that the Company shall, to the
fullest extent permitted by applicable law, indemnify its directors and 
officers who were or are a party or are threatened to be made a party to any 
threatened, pending or completed action, suit or proceeding, whether civil, 
criminal, administrative or investigative (whether or not such action, suit or 
proceeding arises or arose by or in the right of the Company or other entity) 
by reason of the fact that such director or officer is or was a director or 
officer of the Company or is or was serving at the request of the Company as a 
director, officer, employee, general partner, agent or fiduciary of another 
corporation, partnership, joint venture, trust or other enterprise (including 
service with respect to employee benefit plans), against expenses (including, 
but not limited to, attorneys' fees and costs), judgments, fines (including 
excise taxes assessed on a person with respect to any employee benefit plan) 
and amounts paid in settlement actually and reasonably incurred by such 
director or officer in accordance with such action, suit
or proceeding, except as otherwise provided in the By-Laws.  Expenses incurred
by a director or officer of the Company in defending a threatened, pending or
completed civil or criminal action, suit or proceeding shall be paid by the
Company in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such person to repay such
amount if it shall ultimately be determined that such person is not entitled to 
be indemnified by the Company, except as otherwise provided in the By-Laws.  The
indemnification and advancement or reimbursement of expenses provided by, or
granted pursuant to, provisions contained in the By-Laws shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement or reimbursement of expenses may be entitled under the Certificate
of Incorporation or any by-law, agreement, vote of shareholders or directors or
otherwise, both as to action in such director's or officer's official capacity 
and as to action in another capacity while holding that office.

     The Amended and Restated Certificate of Incorporation of the Company
provides that directors shall not be personally liable to the Company or its
shareholders for damages for breach of any duty owed to the Company or its
shareholders, except that such provision shall not relieve a director from such
liability for any breach of duty based on an act or omission (a) in breach of 
such director's duty of loyalty to the Company or its shareholders, or (b) not 
in good faith or involving a knowing violation of law, or (c) resulting in the 
receipt by such director of an improper personal benefit.

     The Company's directors and officers are currently insured under a
Directors and Officers Liability Including Company Reimbursement Policy with
a policy limit of $5,000,000, subject to certain deductibles and exclusions, 
for any actual or alleged error or misstatement or misleading statement or act 
or omission or neglect or breach of duty by the directors and officers of the 
Company in the discharge of their duties, individually or collectively, or any 
matter claimed against them solely by reason of their being directors or 
officers of the Company.

Item 7. Exemption from Registration Claimed

     Not Applicable.

Item 8. Exhibits

     The following exhibits are filed as part of this Registration Statement or,
where so indicated, have been previously filed and are incorporated herein by
reference.

     Exhibit No.              Description

              5.1      Opinion of Counsel regarding legality.

             10.1      Employee Stock Purchase Plan

             23.1      Consent of Grant Thornton

             23.2      Consent of Counsel (included as part of Exhibit
                       5.1).


Item 9. Undertakings

   (a)  The undersigned registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;

             (i)  To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933, as amended:

             (ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent 
post-effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the Registration 
Statement; 
             (iii)     To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or 
any material change to such information in the Registration Statement;

   Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)  do not apply if
the registration statement is on Form S-3 or S-8 and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934, as amended, that are incorporated by
reference in the Registration Statement.

        (2)  That for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be 
the initial bona fide offering thereof.

        (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

   (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each 
filing of the registrant's annual report pursuant to section 13(a) or section 
15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section 
15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated 
by reference in the Registration Statement shall be deemed to be a new 
Registration Statement relating to the securities offered therein and the 
offering of such securities at that time shall be deemed to be the initial 
bonafide offering thereof.

   (h)  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of 
the registrant pursuant to the foregoing provisions, or otherwise, the 
registrant has been advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as expressed in the 
Act and is, therefore, unenforceable. In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as expressed in the Act and 
will be governed by the final adjudication of such issue.



                         SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pennsauken, State of New Jersey, on the 15th
day of May, 1996.

                                        J & J SNACK FOODS CORP.


                                        By: /s/Gerald B.Shreiber               
                                             Gerald B. Shreiber
                                             President


     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons
in the capacities indicated and on the 15th day of May, 1996.


Name                   
Title   




/s/Gerald B.Shreiber                                     
Gerald B. Shreiber
Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)



/s/Dennis G. Moore                                       
Dennis G. Moore
Senior Vice President, Chief
Financial Officer, Secretary,
Treasurer and Director (Principal
Financial and Accounting Officer)



/s/Stephen M. Frankel                                    
Stephen M. Frankel
Director




/s/Leonard M. Lodish                                     
Leonard M. Lodish
Director




/s/Peter G. Stanley                                      
Peter G. Stanley
Director




     Pursuant to the requirements of the Securities Act of 1933, the
Administrators of the J&J Snack Foods Corp. Employee Stock Purchase Plan
have duly caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Pennsauken, State of New
Jersey, on May 15th, 1996.  


                              J&J Snack Foods Corp.


                              By: /s/Dennis G. Moore                 
                                     Dennis G. Moore,
                                     Administrator




                                                             Exhibit 5.1    

                                
                                                             May 15, 1996
J & J Snack Foods Corp.
6000 Central Highway
Pennsauken, New Jersey  08109

Gentlemen:

     We have acted as counsel to J & J Snack Foods Corp. (the
"Company") in connection with the preparation of the Registration
Statement on Form S-8 ("Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the offer and
sale of up to 500,000 shares of common stock, no par value
("Common Stock"), by the Company pursuant to the Company's
Employee Stock Purchase Plan (the "Plan").  This opinion is
furnished pursuant to the requirement of Item 601(b)(5) of
Regulation S-K.

     Although as counsel to the Company we have advised the
Company in connection with a variety of matters referred to us by
it, our services are limited to specific matters so referred. 
Consequently, we may not have knowledge of many transactions in
which the Company has engaged or its day-to-day operations.

     In rendering this opinion, we have examined the following
documents: (i) the Company's Amended and Restated Certificate of
Incorporation and Bylaws; (ii) the Company's Minute Books
including certain resolutions adopted by the Board of Directors
relating to the approval of the Plan; (iii) the Registration
Statement; and (iv) the Plan.  We have assumed and relied, as to
questions of fact and mixed questions of law and fact, on the
truth, completeness, authenticity and due authorization of all
documents and records examined and the genuineness of all
signatures.

     We have not made any independent investigation in rendering
this opinion other than the document examination described.  Our
opinion is therefore qualified in all respects by the scope of
that document examination.  We make no representation as to the
sufficiency of our investigation for your purposes.  This opinion
is limited to the laws of the State of New Jersey.  In rendering
this opinion we have assumed (i) compliance with all other laws,
including federal laws and (ii) compliance with all New Jersey
securities and antitrust laws.

     Based upon and subject to the foregoing, we are of the
opinion that:

     The shares of Common Stock of the Company which are being
offered and sold by the Company pursuant to the Registration
Statement, when sold in the manner and for the consideration
contemplated by the Registration Statement, will be legally
issued, fully paid and non-assessable.

     This opinion is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the
American Bar Association Section of Business Law (1991).  As a
consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord, in
addition to the qualifications, exceptions and limitations
specifically set forth herein and this opinion should be read in
conjunction therewith.  In the event of any inconsistency between
the qualifications, exceptions and limitations of the Accord and
those specifically set forth herein, the more restrictive
qualifications, exceptions and limitations shall control.

     This opinion is given as of the date hereof.  We assume no
obligation to update or supplement this opinion to reflect any
facts or circumstances which may hereafter come to our attention
or any changes in laws which may hereafter occur.

     This opinion is strictly limited to the matters stated
herein and no other or more extensive opinion is intended,
implied or to be inferred beyond the matters expressly stated
herein.

     We consent to the filing of this opinion as an exhibit to
the Registration Statement.

                              Sincerely,


                              /s/ Blank Rome Comisky & McCauley
                              Blank Rome Comisky & McCauley





                                                              Exhibit: 10.1



                  J & J SNACK FOODS CORP.
               EMPLOYEE STOCK PURCHASE PLAN
                              
     1.   Purpose.  The J & J Snack Foods Corp. Employee Stock
     Purchase Plan (the "Plan") is intended to provide an
     incentive for employees of J & J Snack Foods Corp. (the
     "Company") and its subsidiary corporations to acquire a
     proprietary interest (or increase an existing proprietary
     interest) in the Company through the purchase of shares
     of Common Stock of the Company.  The Plan is intended to
     qualify as an "Employee Stock Purchase Plan" under
     Sections 421 and 423 of the Internal Revenue Code of
     1986, as amended (the "Code").  The provisions of the
     Plan will be construed in a manner consistent with the
     requirements of such sections of the Code.
     
     2.   Definitions.  As used in this Plan,
     
          (a)  "Account" means the account recorded in the
               records of the Company established on behalf of a
               Participant to which the amount of the
               Participant's payroll deductions authorized under
               Paragraph 6 shall be credited and any withdrawals
               under Paragraphs 6 or 10 shall be charged.
     
          (b)  "Board" means the Board of Directors of the
               Company.
     
          (c)  "Calendar Quarter" means a three-consecutive
               month period beginning on January 1, April 1, July
               1 or October 1 on or after January 1, 1996.
     
          (d)  "Code" means the Internal Revenue Code of 1986,
               or any successor thereto, as amended and in effect
               from time to time.
     
          (e)  "Committee" means the Compensation Committee of
               the Board.
     
          (f)  "Company" means J & J Snack Foods Corp., a
               Delaware  corporation, and any successor.
     
          (g)  "Disability" shall mean any complete and
               permanent disability as defined in Section 22(e)(3)
               of the Code.
     
          (h)  "Eligible Compensation" means regular straight-time earnings or 
               base salary, plus payments for
               overtime, incentive compensation, bonuses, and
               other special payments.
     
          (i)  "Employee" means any individual who is
               customarilyemployed by the Employer working an
               average of twenty or more hours per week.
     
          (j)  "Employer" means the Company and each current
               or future Subsidiary Corporation.
     
          (k)  "Offering Period" means the Six Month Period or
               Calendar Quarter for which options to purchase
               Common Stock under this Plan are granted.  The
               length of the Offering Period (Six Month Period or
               Calendar Quarter) is at the discretion of the
               Committee and may change from time to time.
     
          (l)  "Participant" shall mean any Employee of an
               Employer who has satisfied and continues to meet
               the requirements of Paragraph 5.
     
          (m)  "Plan" means the J & J Snack Foods Corp. 1996
               Employee Stock Purchase Plan, as set forth herein,
               and all amendments hereto.
     
          (n)  "Retirement" shall mean termination of
               employment of an employee who has reached 65 years
               of age.
     
          (o)  "Six Month Period" means a six-consecutive
               month period beginning on January 1 or July 1 on or
               after January 1, 1996. 
     
          (p)  "Subsidiary Corporation" shall mean any present
               or future corporation which (i) would be a
               "subsidiary corporation" of the Company as that term
               is defined in 424 of the Code and (ii) is
               designated as a participant in the Plan by the
               Committee.
     
     3.   Eligibility.
     
          (a)  Participation in the Plan is voluntary.  Each
               Employee will be eligible to participate in the
               Plan on the first day of the Offering Period
               commencing after the Employee's date of employment.
     
          (b)  Notwithstanding any provision of the Plan to
               the contrary, no Employee will be granted an option
               under the Plan:
     
               (i)  if, immediately after the grant, the
               Employee would own stock, and/or hold outstanding
               options to purchase stock, possessing five percent
               (5%) or more of the total combined voting power or
               value of all classes of stock of the Company or of
               any Subsidiary; or
     
               (ii) which permits the Employee's rights to
               purchase stock under all employee stock purchase
               plans (within the meaning of Section 423 of the
               Code) of the Company and its Subsidiary
               Corporations to accrue at a rate which exceeds
               $25,000 of the fair market value of the stock
               (determined at the time such option is granted) for
               each calendar year in which such option is
               outstanding at any time.
     
          For purposes of Paragraph 3(b)(i) above, pursuant to
     Section 424(d) of the Code, (i) the Employee with respect
     to whom such limitation is being determined shall be
     considered as owning the stock owned, directly or
     indirectly, by or for his brothers and sisters (whether
     by the whole or half blood), spouse, ancestors, and
     lineal descendants; and (ii) stock owned, directly or
     indirectly, by or for a corporation, partnership, estate,
     or trust, shall be considered as being owned
     proportionately by or for its shareholders, partners, or
     beneficiaries.  In addition, for purposes of Paragraph
     3(b)(ii) above, pursuant to Section 423(b)(8) of the
     Code, (i) the right to purchase stock under an option
     accrues when the option (or any portion thereof) first
     becomes exercisable during the calendar year, (ii) the
     right to purchase stock under an option accrues at the
     rate provided in the option but in no case may such rate
     exceed $25,000 of fair market value of such stock
     (determined at the time such option is granted) for any
     one calendar year, and (iii) a right to purchase stock
     which has accrued under one option granted pursuant to
     the Plan may not be carried over to any other option.
     
     4.   Shares Subject to the Plan.  The total number of
     shares of Common Stock that may be purchased upon the
     exercise of options granted under the Plan will not
     exceed five hundred thousand shares (subject to
     adjustment as provided in Paragraph 15), and such shares
     may be originally issued shares, reacquired shares,
     shares bought in the market, or any combination of the
     foregoing.  If any option which has been granted expires
     or terminates for any reason without having been
     exercised in full, the unpurchased shares will again
     become available for purposes of the Plan.
     
     5.   Participation.
     
          (a)  An eligible Employee may become a Participant
               by completing a payroll deduction authorization
               form provided by the Employer and filing it with
               the Employer. Such authorization will become
               effective on the first day of the Offering Period
               commencing after receipt of the authorization by
               the Employer.
     
          (b)  Payroll deductions for a Participant will
               commence with the first payroll period, after the
               payroll period in which the Participant's
               authorization for payroll deductions becomes
               effective, and will continue until terminated by
               the Participant in accordance with Paragraph 6(c)
               or due to termination of employment in accordance
               with Paragraph 10.
     
          (c)  Nothing in the Plan will confer on a
               Participant the right to continue in the employ of
               the Employer or will limit or restrict the right of
               the Employer to terminate the employment of a
               Participant at any time with or without cause.  A
               Participant will have no interest in any Common
               Stock to be purchased under the Plan or any rights
               as a stockholder, including voting rights, with
               respect to such Common Stock until the Common Stock
               has been purchased.
     
     6.   Payroll Deductions.
     
          (a)  At the time a Participant files his payroll
               deduction authorization form, the Participant will
               elect to have deductions made from the
               Participant's Eligible Compensation for each
               payroll period such authorization is in effect in
               whole dollar amounts at the rate of not less than
               1% nor more than 10% of the Participant's Eligible
               Compensation, with a minimum dollar deduction as
               determined by the Committee.
     
          (b)  All payroll deductions made for a Participant
               will be credited to the Participant's Account under
               the Plan.  A Participant may not make any separate
               cash payment into such Account.
     
          (c)  A Participant may decrease or suspend payroll
               deductions under the Plan by giving written notice
               to the Employer.  Such decrease or suspension will
               be effective as soon as administratively feasible
               after receipt of the Participant's written notice,
               and will commence with the first payroll period
               starting immediately thereafter.
          
          (d)  If a Participant gives written notice to the
               Employer to suspend payroll deductions 10 or more
               days prior to the last day of an Offering Period,
               the Participant, upon written request, will be paid
               by the Employer the amount of the accumulated
               payroll deduction in the Participant's Account. 
               Such payment will be made prior to the last day of
               the Offering Period.
     
          (e)  Subject to Paragraph 19, a Participant may
               increase or resume payroll deductions under the
               Plan by giving written notice to the Employer. 
               Payroll deductions for a Participant will increase
               or resume with the first payroll period, after the
               payroll period in which the Participant's
               authorization for payroll deductions becomes
               effective, and will continue until terminated by
               the Participant in accordance with Paragraph 6(c)
               or due to termination of employment in accordance
               with Paragraph 10.  Such increase or resumption
               will become effective on the first day of the
               Offering Period commencing after receipt of the
               Participant's written notice.
               
     7.   Granting of Option.
     
          (a)  On the first day of each Offering Period, each
               Participant in such Offering Period shall be
               granted an option to purchase on the last day of
               the Offering Period a number of shares of the
               Company's Common Stock determined by dividing such
               Participant's accumulated payroll deductions prior
               to the last day of the Offering Period and retained
               in the Participant's Account as of such date by the
               lower of (i) eighty-five percent (85%) of the fair
               market value of a share of the Company's Common
               Stock on the first day of the Offering Period, or
               (ii) eighty-five percent (85%) of the fair market
               value of a share of the Company's Common Stock on
               the last day of the Offering Period; provided
               however, that the maximum number of shares a
               Participant may purchase during each Offering
               Period shall be determined at the Offering Date by
               dividing $12,500 by the fair market value of a
               share of the Company's Common Stock on the first
               day of the Offering Period if the Offering Period
               is a Six Month Period, or by dividing $6,250 by the
               fair market value of a share of the Company's
               Common Stock on the first day of the Offering
               Period if the Offering Period is a Calendar
               Quarter; and provided further that such purchase
               shall be subject to the limitations set forth in
               Sections 3(b) and 4.  The fair market value of a
               share of the Company's Common Stock shall be
               determined as provided in Section 7(b).
     
          (b)  The option price of the Common Stock purchased
               with payroll deductions made during each Offering
               Period for a Participant will be the lower of:
     
               (i)  85% of the closing price of the Common
                    Stock on NASDAQ or other exchange as reported
                    by The Wall Street Journal on the first day of
                    the Offering Period (or on the next regular
                    business date on which shares of the Common
                    Stock of the Company are traded in the event
                    that no shares of the Common Stock have been
                    traded on the first day of the Offering
                    Period); or
     
               (ii) 85% of the closing price of the Common
                    Stock on NASDAQ or other exchange as reported
                    by The Wall Street Journal on the last day of
                    the Offering Period (or on the next regular
                    business date on which shares of the Common
                    Stock of the Company are traded in the event
                    that no shares of the Common Stock have been
                    traded on the last day of the Offering
                    Period.)
     
     8.   Exercise of Option.
     
          (a)  The Participant's option for the purchase of
               Common Stock with payroll deductions made during a
               Offering Period will be deemed to have been
               exercised automatically on the last day of the
               Offering Period for the purchase of the number of
               full and fractional shares of Common Stock which
               the accumulated payroll deductions in the
               Participant's Account at that time will purchase at
               the applicable option price.
     
          (b)  If the total number of shares to be purchased
               under option by all Participants exceeds the number
               of shares authorized under Paragraph 4 of this
               Plan, a pro-rata allocation of the available shares
               will be made among all Participants authorizing
               such payroll deductions based on the amount of
               their respective payroll deductions through the
               last day of the Offering Period.
          
     9.   Delivery of Shares.
     
          (a)  Shares of Common Stock purchased under the
               Plan will be registered in the name of a nominee
               and held in an account in the name of the
               Participant at a brokerage firm. Each Participant
               will be the beneficial owner of the shares of
               Common Stock purchased under the Plan on exercise
               of the Participant's option and will have all
               rights of beneficial ownership in such shares,
               except that the Participant may not sell the shares
               for a period of six months following the date on
               which the shares are purchased and that any shares
               not sold must remain in the account at the
               brokerage firm for a period of two years following
               the date on which the shares are purchased.
     
          (b)  Upon the Participant's death or Disability,
               the six-month restriction in Paragraph 9(a) will be
               deemed to be satisfied as of the date of such death
               or Disability.
     
     10.  Termination of Employment.
     
          (a)  Upon termination of a Participant's employment
               for any reason, participation in the Plan will
               immediately terminate.
     
          (b)  If the Participant's termination of employment
               is due to Retirement, death or Disability, the
               Participant or the legal representative of the
               Participant or, if applicable, the executor or
               administrator of the estate of the Participant,
               will have the right to elect, either to:
     
               (i)  withdraw all of the accumulated payroll
                    deductions credited to the Participant's
                    Account under the Plan; or
     
               (ii) exercise the Participant's option for the
                    purchase of Common Stock on the last day of
                    the Offering Period in which termination of
                    employment occurs for the purchase of the
                    number of full and fractional shares of Common
                    Stock which the accumulated payroll deductions
                    credited to the Participant's Account at the
                    date of the Participant's termination of
                    employment will purchase at the applicable
                    option price.
     
          The Participant or the legal representative of the
     Participant or, if applicable, the executor or
     administrator of the estate of the Participant, must make
     such election by giving written notice to the Employer.
     In the event that no such written notice of election is
     received by the Committee (or its delegate), the
     Participant or the legal representative of the
     Participant or, if applicable, the executor or
     administrator of the estate of the Participant will
     automatically be deemed to have elected, pursuant to
     Paragraph ii, to exercise the Participant's option.
     
          (c)  Upon termination of a Participant's employment
               for any reason other than Retirement, death or
               Disability, participation in the Plan will
               immediately terminate and the payroll deductions
               credited to the Participant's Account will be
               delivered to the Participant, or to the executor or
               administrator of the estate of the Participant in
               the event of such Participant's death following
               such termination of employment, or to the legal
               representative of the Participant in the event of
               such Participant's suffering any disability
               following such termination of employment. 
     
     11.  Interest.  No interest will be paid or allowed on
     any money paid into the Plan or credited to the Account
     of any Participant.
     
     12.  Administration.
     
          (a)  The Plan will be administered by the
               Committee, which will have the plenary power,
               subject to and within the limits of the express
               provisions of the Plan, to construe and interpret
               the Plan and options granted under it, and to
               establish, amend and revoke rules and regulations
               for its administration.  The Committee, in the
               exercise of this power, will generally determine
               all questions of policy and expediency that may
               arise, may correct any defect, or supply any
               omission or reconcile any inconsistency in the Plan
               or in any instrument associated with the Plan in a
               manner and to the extent it deems necessary or
               expedient to make the Plan fully effective.
     
          (b)  The Committee may, in its discretion, require
               as conditions to the exercise of any option that
               the shares of Common Stock reserved for issuance
               upon the exercise of the option shall be duly
               listed, upon official notice of issuance, upon a
               stock exchange, and that a Registration Statement
               under the Securities Act of 1933, as amended, with
               respect to said shares shall be effective and that
               all material information respecting the business
               and financial conditions of the Company have been
               disclosed to the public.
     
     13.  Transferability.  No amounts credited to a
     Participant's Account, nor any rights with regard to the
     exercise of an option or to receive Common Stock under
     the Plan, may be assigned, transferred, pledged, or
     otherwise disposed of in any way by the Participant other
     than by will or the laws of descent and distribution. 
     Any such attempted assignment, transfer, pledge, or other
     disposition will be without effect.
     
     14.  Use of Funds.  The Employers other than the Company
     shall promptly transfer all amounts withheld under
     Paragraph 6 to the Company.  All payroll deductions
     received or held by the Company under this Plan may be
     used by the Company for any corporate purpose and the
     Company will not be obligated to segregate such payroll
     deductions.
     
     15.  Effect of Changes of Common Stock.  The Board shall
     make or provide for such adjustments in the maximum
     number of shares specified in Paragraph 4 and the price
     at which shares of Common Stock are to be purchased under
     the Plan as the Board shall determine is appropriate to
     prevent dilution or enlargement of the rights of
     Participants that otherwise would result from any stock
     dividend, stock split, stock exchange, combination of
     shares, recapitalization or other change in the capital
     structure of the Company, merger, consolidation, spin-off
     of assets, reorganization, partial or complete
     liquidation, issuance of rights or warrants to purchase
     securities or any other corporate transaction or event
     having an effect similar to any of the foregoing.
     
     16.  Amendment or Termination.  The Board or the
     Committee may at any time terminate or amend the Plan.
     Except as hereinafter provided, no termination or
     amendment will affect or change options previously
     granted to any Participant, nor may any amendment be made
     without prior approval of the stockholders of the Company
     if such amendment would (a) materially increase the
     benefits accruing to Participants under the Plan, (b)
     materially increase the number of shares which may be
     issued under the Plan, or (c) materially modify the
     requirements as to eligibility for participation under
     the Plan.
     
     17.  Notices.  All notices or other communications by a
     Participant to the Employer under or in connection with
     the Plan will be in writing and will be deemed to have
     been duly given when received by such person as the
     Employer shall designate.
     
     18.  Merger or Consolidation.  If the Company merges with
     another corporation and the Company is the surviving
     entity, the holder of each option then outstanding will
     thereafter be entitled to receive, upon the exercise of
     such option for each share as to which such option is
     exercised, the securities or property to which a holder
     of one share of the Common Stock was entitled to upon and
     at the time of such merger, and the Board will take such
     steps in connection with such merger as the Board may
     deem necessary to assure that the provisions of Paragraph
     15 will thereafter be applicable, in relation to the said
     securities or property as to which such holder of such
     option might thereafter be entitled to receive
     thereunder.  In the event of a merger where the Company
     is not the surviving entity, the Plan will terminate, and
     all payroll deductions credited to a Participant's
     Account will be returned to that Participant and the six-month 
     requirement under Paragraph 9(a) will be deemed to
     be satisfied with respect to shares previously purchased
     under the plan.  A sale or other disposition of all or
     substantially all the assets of the Company will be
     deemed a merger where the Company is not the surviving
     entity for the foregoing purposes.
     
     19.  Cessation of Participation.  Any officer or director
     Participant (as such terms are used in Rule 16b-3 under
     the Securities Exchange Act of 1934) who is also a highly
     compensated employee within the meaning of Section 414(q)
     of the Code who suspends payroll deductions or who
     otherwise ceases to participate in the Plan, shall not be
     permitted to commence participation in the Plan again for
     a period of at least six months from the date of such
     cessation.
     
     20.  Miscellaneous Provisions.
     
          (a)  Each Participant, former Participant, or any
               other person who shall claim a right or benefit
               under this Plan, shall be entitled only to look to
               such Participant's Employer for such benefit.
     
          (b)  Subject to Paragraph 10, the Employers will
               pay all expenses that may arise in connection to
               the administration of this Plan, except that a
               Participant will pay all expenses that may arise in
               connection with the distribution of his or her
               Account or the sale of Common Stock by the
               Participant.
     
          (c)  No liability whatever shall attach to or be
               incurred by any past, present or future
               stockholders, officers or directors, as such, of an
               Employer, under or by reason of any of the terms,
               conditions, or agreements contained in this Plan or
               implied therefrom, and any and all liabilities of,
               and any and all rights and claims against an
               Employee, or any stockholder, officer or director,
               as such, whether arising at common law or in equity
               or created by statue or constitution or otherwise,
               pertaining to this Plan, are hereby expressly
               waived and released by every Participant, as a part
               of the consideration for any benefits provided by
               the Employers under this Plan.
     
          (d)  To the extent required to comply with the
               requirements of Section 423 of the Code, all
               Employees granted options under the Plan to
               purchase Common Stock shall have the same rights
               and privileges hereunder.
     
          (e)  Any headings or subheadings in this Plan are
               inserted for convenience of reference only and are
               to be ignored in the construction of any provisions
               hereof.  All references in this Plan to paragraphs
               are to paragraphs of this Plan unless specified
               otherwise.
     
          (f)  Any words herein used in the masculine shall
               be read and construed in the feminine where they
               would so apply.
     
          (g)  This Plan shall be construed in accordance
               with the laws of the State of New Jersey to the
               extent federal law does not supersede and preempt
               New Jersey law.
     
          (h)  The Company's obligation to sell and deliver
               Common Stock under the Plan is at all times subject
               to all approvals of and compliance with any
               governmental authorities required in connection
               with the authorization, issuance, sale or delivery
               of such stock as well as state and federal
               securities laws.
     
          (i)  In the event that any provisions of this Plan
               shall be held illegal, invalid, or unenforceable
               for any reason, such provision shall be fully
               severable, but shall not affect the remaining
               provisions of the Plan, and the Plan shall be
               construed and enforced as if the illegal, invalid,
               or unenforceable provision had never been included
               herein.
     
          (j)  In the event the Company should receive notice
               that this Plan fails to qualify as an "employee
               stock purchase plan" under Section 423 of the Code,
               all then-existing Accounts will be paid to the
               Participants and the Plan shall immediately
               terminate.
     
          (k)  Neither any Employer nor the Company makes any
               commitment or guarantee that any federal or state
               tax treatment will apply or be available to any
               person participating or eligible to participate in
               this Plan.


                                                            Exhibit 23.1





       CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
                                
                                
                                
   We have issued our report dated November 7, 1995 accompanying
the consolidated financial statements and schedules of J & J Snack
Foods Corp. and subsidiaries appearing in the 1995 Annual Report
of the Company to its stockholders included in the Annual Report
on Form 10-K for the fiscal year ended September 30, 1995 which
are incorporated by reference in this Registration Statement.



s/s Grant Thornton LLP
Philadelphia, Pennsylvania
May 13, 1996
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As filed with the Securities and Exchange Commission on May 16, 1996

                                                       Registration No. 33-   
                                                                               
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                                                    
                               FORM S-8
                        REGISTRATION STATEMENT
                                UNDER
                      THE SECURITIES ACT OF 1933

                       J & J SNACK FOODS CORP.
        (Exact name of Registrant as specified in its charter)

   New Jersey                6000 Central Highway          22-1935537     
(State or other          Pennsauken, New Jersey 08109    (I.R.S. Employer 
jurisdiction of         (Address of Executive Offices)  Identification Number)
incorporation or
 organization)  

                            J & J SNACK FOODS CORP.
                         EMPLOYEE STOCK PURCHASE PLAN

                          Gerald B. Shreiber, President
                            J & J Snack Foods Corp.
                           6000 Central Highway
                          Pennsauken, New Jersey 08109
                           (609) 665-9533
                  (Name, address, including zip code and
                   telephone number, including area code,
                            of agent for service)

                     Copies of Communications to:
                     A. Fred Ruttenberg, Esquire
                    Blank Rome Comisky & McCauley
                    210 Lake Drive East, Suite 200
                       Cherry Hill, N.J. 08002
                            (609) 779-3600

                   CALCULATION OF REGISTRATION FEE

Title of securities   Amount to be     Proposed       Proposed      Amount of
to be registered     registered (1)     maximum       maximum     registration
                                     offering price   aggregate       fee
                                       per share     offering price 

Common Stock,
 no par value       500,000 shares     $12.41(2)    $6,205,000(2)   $2,139.66

Participation Interests
      in Plan              *               *              *              *

(1)  Plus such indeterminate number of shares as may be issued pursuant to 
     certain anti-dilution provisions contained in the Plan.

(2)  Pursuant to Rule 457(c), based upon the average of the high and low sale 
     prices of J & J Snack Foods Corp. Common Stock, no par value, reported on 
     the Nasdaq National Market System on May 13, 1996.

*    An indeterminate number of interests are being registered pursuant to 
     Rule 416(c). 
     

PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

     The document(s) containing the information specified in Item 1 will be sent
or given to employees as specified in Rule 428(b)(1) and are not required to be
filed as part of this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual Information.

     The document(s) containing the information specified in Item 2 will be sent
or given to employees as specified in Rule 428(b)(1) and are not required to be
filed as part of this Registration Statement.

PART II. INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

     The following documents filed with the Commission are incorporated
herein by reference:

     (i)  The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1995;

     (ii) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report on
Form 10-K referred to in (i) above; and

     (iii)     The description of the Company's Common Stock is incorporated
by reference to the Company's Registration Statement on Form S-2 (File No. 
33-40811) filed on May 24, 1991 under the Securities Act of 1933, as amended.

     All reports and other documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, after the date of this Registration Statement
but prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold hereunder, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing 
of such documents.

Item 4. Description of Securities.

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     Not Applicable.

Item 6. Indemnification of Directors and Officers.

     Under Section 14A:3-5 of the New Jersey Business Corporation Act (the
"NJBCA"), the Company must indemnify each of its directors and officers for his
expenses (that is, reasonable costs, disbursements and counsel fees) in 
connection with any proceeding involving such person by reason of his having 
been an officer or director to the extent he is successful on the merits.

     The By-Laws of the Company provide that the Company shall, to the
fullest extent permitted by applicable law, indemnify its directors and 
officers who were or are a party or are threatened to be made a party to any 
threatened, pending or completed action, suit or proceeding, whether civil, 
criminal, administrative or investigative (whether or not such action, suit or 
proceeding arises or arose by or in the right of the Company or other entity) 
by reason of the fact that such director or officer is or was a director or 
officer of the Company or is or was serving at the request of the Company as a 
director, officer, employee, general partner, agent or fiduciary of another 
corporation, partnership, joint venture, trust or other enterprise (including 
service with respect to employee benefit plans), against expenses (including, 
but not limited to, attorneys' fees and costs), judgments, fines (including 
excise taxes assessed on a person with respect to any employee benefit plan) 
and amounts paid in settlement actually and reasonably incurred by such 
director or officer in accordance with such action, suit
or proceeding, except as otherwise provided in the By-Laws.  Expenses incurred
by a director or officer of the Company in defending a threatened, pending or
completed civil or criminal action, suit or proceeding shall be paid by the
Company in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such person to repay such
amount if it shall ultimately be determined that such person is not entitled to 
be indemnified by the Company, except as otherwise provided in the By-Laws.  The
indemnification and advancement or reimbursement of expenses provided by, or
granted pursuant to, provisions contained in the By-Laws shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement or reimbursement of expenses may be entitled under the Certificate
of Incorporation or any by-law, agreement, vote of shareholders or directors or
otherwise, both as to action in such director's or officer's official capacity 
and as to action in another capacity while holding that office.

     The Amended and Restated Certificate of Incorporation of the Company
provides that directors shall not be personally liable to the Company or its
shareholders for damages for breach of any duty owed to the Company or its
shareholders, except that such provision shall not relieve a director from such
liability for any breach of duty based on an act or omission (a) in breach of 
such director's duty of loyalty to the Company or its shareholders, or (b) not 
in good faith or involving a knowing violation of law, or (c) resulting in the 
receipt by such director of an improper personal benefit.

     The Company's directors and officers are currently insured under a
Directors and Officers Liability Including Company Reimbursement Policy with
a policy limit of $5,000,000, subject to certain deductibles and exclusions, 
for any actual or alleged error or misstatement or misleading statement or act 
or omission or neglect or breach of duty by the directors and officers of the 
Company in the discharge of their duties, individually or collectively, or any 
matter claimed against them solely by reason of their being directors or 
officers of the Company.

Item 7. Exemption from Registration Claimed

     Not Applicable.

Item 8. Exhibits

     The following exhibits are filed as part of this Registration Statement or,
where so indicated, have been previously filed and are incorporated herein by
reference.

     Exhibit No.              Description

              5.1      Opinion of Counsel regarding legality.

             10.1      Employee Stock Purchase Plan

             23.1      Consent of Grant Thornton

             23.2      Consent of Counsel (included as part of Exhibit
                       5.1).

Item 9. Undertakings

   (a)  The undersigned registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;

             (i)  To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933, as amended:

             (ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent 
post-effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the Registration 
Statement; 
             (iii)     To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or 
any material change to such information in the Registration Statement;

   Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)  do not apply if
the registration statement is on Form S-3 or S-8 and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934, as amended, that are incorporated by
reference in the Registration Statement.

        (2)  That for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be 
the initial bona fide offering thereof.

        (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

   (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each 
filing of the registrant's annual report pursuant to section 13(a) or section 
15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section 
15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated 
by reference in the Registration Statement shall be deemed to be a new 
Registration Statement relating to the securities offered therein and the 
offering of such securities at that time shall be deemed to be the initial 
bonafide offering thereof.

   (h)  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of 
the registrant pursuant to the foregoing provisions, or otherwise, the 
registrant has been advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as expressed in the 
Act and is, therefore, unenforceable. In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as expressed in the Act and 
will be governed by the final adjudication of such issue.

                         SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pennsauken, State of New Jersey, on the 15th
day of May, 1996.

                                        J & J SNACK FOODS CORP.

                                        By: /s/Gerald B.Shreiber               
                                             Gerald B. Shreiber
                                             President

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons
in the capacities indicated and on the 15th day of May, 1996.

Name                   
Title   

/s/Gerald B.Shreiber                                     
Gerald B. Shreiber
Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)

/s/Dennis G. Moore                                       
Dennis G. Moore
Senior Vice President, Chief
Financial Officer, Secretary,
Treasurer and Director (Principal
Financial and Accounting Officer)

/s/Stephen M. Frankel                                    
Stephen M. Frankel
Director

/s/Leonard M. Lodish                                     
Leonard M. Lodish
Director

/s/Peter G. Stanley                                      
Peter G. Stanley
Director

     Pursuant to the requirements of the Securities Act of 1933, the
Administrators of the J&J Snack Foods Corp. Employee Stock Purchase Plan
have duly caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Pennsauken, State of New
Jersey, on May 15th, 1996.  

                              J&J Snack Foods Corp.

                              By: /s/Dennis G. Moore                 
                                     Dennis G. Moore,
                                     Administrator

                                                             Exhibit 5.1    

                                
                                                             May 15, 1996
J & J Snack Foods Corp.
6000 Central Highway
Pennsauken, New Jersey  08109

Gentlemen:

     We have acted as counsel to J & J Snack Foods Corp. (the
"Company") in connection with the preparation of the Registration
Statement on Form S-8 ("Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the offer and
sale of up to 500,000 shares of common stock, no par value
("Common Stock"), by the Company pursuant to the Company's
Employee Stock Purchase Plan (the "Plan").  This opinion is
furnished pursuant to the requirement of Item 601(b)(5) of
Regulation S-K.

     Although as counsel to the Company we have advised the
Company in connection with a variety of matters referred to us by
it, our services are limited to specific matters so referred. 
Consequently, we may not have knowledge of many transactions in
which the Company has engaged or its day-to-day operations.

     In rendering this opinion, we have examined the following
documents: (i) the Company's Amended and Restated Certificate of
Incorporation and Bylaws; (ii) the Company's Minute Books
including certain resolutions adopted by the Board of Directors
relating to the approval of the Plan; (iii) the Registration
Statement; and (iv) the Plan.  We have assumed and relied, as to
questions of fact and mixed questions of law and fact, on the
truth, completeness, authenticity and due authorization of all
documents and records examined and the genuineness of all
signatures.

     We have not made any independent investigation in rendering
this opinion other than the document examination described.  Our
opinion is therefore qualified in all respects by the scope of
that document examination.  We make no representation as to the
sufficiency of our investigation for your purposes.  This opinion
is limited to the laws of the State of New Jersey.  In rendering
this opinion we have assumed (i) compliance with all other laws,
including federal laws and (ii) compliance with all New Jersey
securities and antitrust laws.

     Based upon and subject to the foregoing, we are of the
opinion that:

     The shares of Common Stock of the Company which are being
offered and sold by the Company pursuant to the Registration
Statement, when sold in the manner and for the consideration
contemplated by the Registration Statement, will be legally
issued, fully paid and non-assessable.

     This opinion is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the
American Bar Association Section of Business Law (1991).  As a
consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord, in
addition to the qualifications, exceptions and limitations
specifically set forth herein and this opinion should be read in
conjunction therewith.  In the event of any inconsistency between
the qualifications, exceptions and limitations of the Accord and
those specifically set forth herein, the more restrictive
qualifications, exceptions and limitations shall control.

     This opinion is given as of the date hereof.  We assume no
obligation to update or supplement this opinion to reflect any
facts or circumstances which may hereafter come to our attention
or any changes in laws which may hereafter occur.

     This opinion is strictly limited to the matters stated
herein and no other or more extensive opinion is intended,
implied or to be inferred beyond the matters expressly stated
herein.

     We consent to the filing of this opinion as an exhibit to
the Registration Statement.

                              Sincerely,

                              /s/ Blank Rome Comisky & McCauley
                              Blank Rome Comisky & McCauley

                                                              Exhibit: 10.1

                  J & J SNACK FOODS CORP.
               EMPLOYEE STOCK PURCHASE PLAN
                              
     1.   Purpose.  The J & J Snack Foods Corp. Employee Stock
     Purchase Plan (the "Plan") is intended to provide an
     incentive for employees of J & J Snack Foods Corp. (the
     "Company") and its subsidiary corporations to acquire a
     proprietary interest (or increase an existing proprietary
     interest) in the Company through the purchase of shares
     of Common Stock of the Company.  The Plan is intended to
     qualify as an "Employee Stock Purchase Plan" under
     Sections 421 and 423 of the Internal Revenue Code of
     1986, as amended (the "Code").  The provisions of the
     Plan will be construed in a manner consistent with the
     requirements of such sections of the Code.
     
     2.   Definitions.  As used in this Plan,
     
          (a)  "Account" means the account recorded in the
               records of the Company established on behalf of a
               Participant to which the amount of the
               Participant's payroll deductions authorized under
               Paragraph 6 shall be credited and any withdrawals
               under Paragraphs 6 or 10 shall be charged.
     
          (b)  "Board" means the Board of Directors of the
               Company.
     
          (c)  "Calendar Quarter" means a three-consecutive
               month period beginning on January 1, April 1, July
               1 or October 1 on or after January 1, 1996.
     
          (d)  "Code" means the Internal Revenue Code of 1986,
               or any successor thereto, as amended and in effect
               from time to time.
     
          (e)  "Committee" means the Compensation Committee of
               the Board.
     
          (f)  "Company" means J & J Snack Foods Corp., a
               Delaware  corporation, and any successor.
     
          (g)  "Disability" shall mean any complete and
               permanent disability as defined in Section 22(e)(3)
               of the Code.
     
          (h)  "Eligible Compensation" means regular straight-time earnings or 
               base salary, plus payments for
               overtime, incentive compensation, bonuses, and
               other special payments.
     
          (i)  "Employee" means any individual who is
               customarilyemployed by the Employer working an
               average of twenty or more hours per week.
     
          (j)  "Employer" means the Company and each current
               or future Subsidiary Corporation.
     
          (k)  "Offering Period" means the Six Month Period or
               Calendar Quarter for which options to purchase
               Common Stock under this Plan are granted.  The
               length of the Offering Period (Six Month Period or
               Calendar Quarter) is at the discretion of the
               Committee and may change from time to time.
     
          (l)  "Participant" shall mean any Employee of an
               Employer who has satisfied and continues to meet
               the requirements of Paragraph 5.
     
          (m)  "Plan" means the J & J Snack Foods Corp. 1996
               Employee Stock Purchase Plan, as set forth herein,
               and all amendments hereto.
     
          (n)  "Retirement" shall mean termination of
               employment of an employee who has reached 65 years
               of age.
     
          (o)  "Six Month Period" means a six-consecutive
               month period beginning on January 1 or July 1 on or
               after January 1, 1996. 
     
          (p)  "Subsidiary Corporation" shall mean any present
               or future corporation which (i) would be a
               "subsidiary corporation" of the Company as that term
               is defined in 424 of the Code and (ii) is
               designated as a participant in the Plan by the
               Committee.
     
     3.   Eligibility.
     
          (a)  Participation in the Plan is voluntary.  Each
               Employee will be eligible to participate in the
               Plan on the first day of the Offering Period
               commencing after the Employee's date of employment.
     
          (b)  Notwithstanding any provision of the Plan to
               the contrary, no Employee will be granted an option
               under the Plan:
     
               (i)  if, immediately after the grant, the
               Employee would own stock, and/or hold outstanding
               options to purchase stock, possessing five percent
               (5%) or more of the total combined voting power or
               value of all classes of stock of the Company or of
               any Subsidiary; or
     
               (ii) which permits the Employee's rights to
               purchase stock under all employee stock purchase
               plans (within the meaning of Section 423 of the
               Code) of the Company and its Subsidiary
               Corporations to accrue at a rate which exceeds
               $25,000 of the fair market value of the stock
               (determined at the time such option is granted) for
               each calendar year in which such option is
               outstanding at any time.
     
          For purposes of Paragraph 3(b)(i) above, pursuant to
     Section 424(d) of the Code, (i) the Employee with respect
     to whom such limitation is being determined shall be
     considered as owning the stock owned, directly or
     indirectly, by or for his brothers and sisters (whether
     by the whole or half blood), spouse, ancestors, and
     lineal descendants; and (ii) stock owned, directly or
     indirectly, by or for a corporation, partnership, estate,
     or trust, shall be considered as being owned
     proportionately by or for its shareholders, partners, or
     beneficiaries.  In addition, for purposes of Paragraph
     3(b)(ii) above, pursuant to Section 423(b)(8) of the
     Code, (i) the right to purchase stock under an option
     accrues when the option (or any portion thereof) first
     becomes exercisable during the calendar year, (ii) the
     right to purchase stock under an option accrues at the
     rate provided in the option but in no case may such rate
     exceed $25,000 of fair market value of such stock
     (determined at the time such option is granted) for any
     one calendar year, and (iii) a right to purchase stock
     which has accrued under one option granted pursuant to
     the Plan may not be carried over to any other option.
     
     4.   Shares Subject to the Plan.  The total number of
     shares of Common Stock that may be purchased upon the
     exercise of options granted under the Plan will not
     exceed five hundred thousand shares (subject to
     adjustment as provided in Paragraph 15), and such shares
     may be originally issued shares, reacquired shares,
     shares bought in the market, or any combination of the
     foregoing.  If any option which has been granted expires
     or terminates for any reason without having been
     exercised in full, the unpurchased shares will again
     become available for purposes of the Plan.
     
     5.   Participation.
     
          (a)  An eligible Employee may become a Participant
               by completing a payroll deduction authorization
               form provided by the Employer and filing it with
               the Employer. Such authorization will become
               effective on the first day of the Offering Period
               commencing after receipt of the authorization by
               the Employer.
     
          (b)  Payroll deductions for a Participant will
               commence with the first payroll period, after the
               payroll period in which the Participant's
               authorization for payroll deductions becomes
               effective, and will continue until terminated by
               the Participant in accordance with Paragraph 6(c)
               or due to termination of employment in accordance
               with Paragraph 10.
     
          (c)  Nothing in the Plan will confer on a
               Participant the right to continue in the employ of
               the Employer or will limit or restrict the right of
               the Employer to terminate the employment of a
               Participant at any time with or without cause.  A
               Participant will have no interest in any Common
               Stock to be purchased under the Plan or any rights
               as a stockholder, including voting rights, with
               respect to such Common Stock until the Common Stock
               has been purchased.
     
     6.   Payroll Deductions.
     
          (a)  At the time a Participant files his payroll
               deduction authorization form, the Participant will
               elect to have deductions made from the
               Participant's Eligible Compensation for each
               payroll period such authorization is in effect in
               whole dollar amounts at the rate of not less than
               1% nor more than 10% of the Participant's Eligible
               Compensation, with a minimum dollar deduction as
               determined by the Committee.
     
          (b)  All payroll deductions made for a Participant
               will be credited to the Participant's Account under
               the Plan.  A Participant may not make any separate
               cash payment into such Account.
     
          (c)  A Participant may decrease or suspend payroll
               deductions under the Plan by giving written notice
               to the Employer.  Such decrease or suspension will
               be effective as soon as administratively feasible
               after receipt of the Participant's written notice,
               and will commence with the first payroll period
               starting immediately thereafter.
          
          (d)  If a Participant gives written notice to the
               Employer to suspend payroll deductions 10 or more
               days prior to the last day of an Offering Period,
               the Participant, upon written request, will be paid
               by the Employer the amount of the accumulated
               payroll deduction in the Participant's Account. 
               Such payment will be made prior to the last day of
               the Offering Period.
     
          (e)  Subject to Paragraph 19, a Participant may
               increase or resume payroll deductions under the
               Plan by giving written notice to the Employer. 
               Payroll deductions for a Participant will increase
               or resume with the first payroll period, after the
               payroll period in which the Participant's
               authorization for payroll deductions becomes
               effective, and will continue until terminated by
               the Participant in accordance with Paragraph 6(c)
               or due to termination of employment in accordance
               with Paragraph 10.  Such increase or resumption
               will become effective on the first day of the
               Offering Period commencing after receipt of the
               Participant's written notice.
               
     7.   Granting of Option.
     
          (a)  On the first day of each Offering Period, each
               Participant in such Offering Period shall be
               granted an option to purchase on the last day of
               the Offering Period a number of shares of the
               Company's Common Stock determined by dividing such
               Participant's accumulated payroll deductions prior
               to the last day of the Offering Period and retained
               in the Participant's Account as of such date by the
               lower of (i) eighty-five percent (85%) of the fair
               market value of a share of the Company's Common
               Stock on the first day of the Offering Period, or
               (ii) eighty-five percent (85%) of the fair market
               value of a share of the Company's Common Stock on
               the last day of the Offering Period; provided
               however, that the maximum number of shares a
               Participant may purchase during each Offering
               Period shall be determined at the Offering Date by
               dividing $12,500 by the fair market value of a
               share of the Company's Common Stock on the first
               day of the Offering Period if the Offering Period
               is a Six Month Period, or by dividing $6,250 by the
               fair market value of a share of the Company's
               Common Stock on the first day of the Offering
               Period if the Offering Period is a Calendar
               Quarter; and provided further that such purchase
               shall be subject to the limitations set forth in
               Sections 3(b) and 4.  The fair market value of a
               share of the Company's Common Stock shall be
               determined as provided in Section 7(b).
     
          (b)  The option price of the Common Stock purchased
               with payroll deductions made during each Offering
               Period for a Participant will be the lower of:
     
               (i)  85% of the closing price of the Common
                    Stock on NASDAQ or other exchange as reported
                    by The Wall Street Journal on the first day of
                    the Offering Period (or on the next regular
                    business date on which shares of the Common
                    Stock of the Company are traded in the event
                    that no shares of the Common Stock have been
                    traded on the first day of the Offering
                    Period); or
     
               (ii) 85% of the closing price of the Common
                    Stock on NASDAQ or other exchange as reported
                    by The Wall Street Journal on the last day of
                    the Offering Period (or on the next regular
                    business date on which shares of the Common
                    Stock of the Company are traded in the event
                    that no shares of the Common Stock have been
                    traded on the last day of the Offering
                    Period.)
     
     8.   Exercise of Option.
     
          (a)  The Participant's option for the purchase of
               Common Stock with payroll deductions made during a
               Offering Period will be deemed to have been
               exercised automatically on the last day of the
               Offering Period for the purchase of the number of
               full and fractional shares of Common Stock which
               the accumulated payroll deductions in the
               Participant's Account at that time will purchase at
               the applicable option price.
     
          (b)  If the total number of shares to be purchased
               under option by all Participants exceeds the number
               of shares authorized under Paragraph 4 of this
               Plan, a pro-rata allocation of the available shares
               will be made among all Participants authorizing
               such payroll deductions based on the amount of
               their respective payroll deductions through the
               last day of the Offering Period.
          
     9.   Delivery of Shares.
     
          (a)  Shares of Common Stock purchased under the
               Plan will be registered in the name of a nominee
               and held in an account in the name of the
               Participant at a brokerage firm. Each Participant
               will be the beneficial owner of the shares of
               Common Stock purchased under the Plan on exercise
               of the Participant's option and will have all
               rights of beneficial ownership in such shares,
               except that the Participant may not sell the shares
               for a period of six months following the date on
               which the shares are purchased and that any shares
               not sold must remain in the account at the
               brokerage firm for a period of two years following
               the date on which the shares are purchased.
     
          (b)  Upon the Participant's death or Disability,
               the six-month restriction in Paragraph 9(a) will be
               deemed to be satisfied as of the date of such death
               or Disability.
     
     10.  Termination of Employment.
     
          (a)  Upon termination of a Participant's employment
               for any reason, participation in the Plan will
               immediately terminate.
     
          (b)  If the Participant's termination of employment
               is due to Retirement, death or Disability, the
               Participant or the legal representative of the
               Participant or, if applicable, the executor or
               administrator of the estate of the Participant,
               will have the right to elect, either to:
     
               (i)  withdraw all of the accumulated payroll
                    deductions credited to the Participant's
                    Account under the Plan; or
     
               (ii) exercise the Participant's option for the
                    purchase of Common Stock on the last day of
                    the Offering Period in which termination of
                    employment occurs for the purchase of the
                    number of full and fractional shares of Common
                    Stock which the accumulated payroll deductions
                    credited to the Participant's Account at the
                    date of the Participant's termination of
                    employment will purchase at the applicable
                    option price.
     
          The Participant or the legal representative of the
     Participant or, if applicable, the executor or
     administrator of the estate of the Participant, must make
     such election by giving written notice to the Employer.
     In the event that no such written notice of election is
     received by the Committee (or its delegate), the
     Participant or the legal representative of the
     Participant or, if applicable, the executor or
     administrator of the estate of the Participant will
     automatically be deemed to have elected, pursuant to
     Paragraph ii, to exercise the Participant's option.
     
          (c)  Upon termination of a Participant's employment
               for any reason other than Retirement, death or
               Disability, participation in the Plan will
               immediately terminate and the payroll deductions
               credited to the Participant's Account will be
               delivered to the Participant, or to the executor or
               administrator of the estate of the Participant in
               the event of such Participant's death following
               such termination of employment, or to the legal
               representative of the Participant in the event of
               such Participant's suffering any disability
               following such termination of employment. 
     
     11.  Interest.  No interest will be paid or allowed on
     any money paid into the Plan or credited to the Account
     of any Participant.
     
     12.  Administration.
     
          (a)  The Plan will be administered by the
               Committee, which will have the plenary power,
               subject to and within the limits of the express
               provisions of the Plan, to construe and interpret
               the Plan and options granted under it, and to
               establish, amend and revoke rules and regulations
               for its administration.  The Committee, in the
               exercise of this power, will generally determine
               all questions of policy and expediency that may
               arise, may correct any defect, or supply any
               omission or reconcile any inconsistency in the Plan
               or in any instrument associated with the Plan in a
               manner and to the extent it deems necessary or
               expedient to make the Plan fully effective.
     
          (b)  The Committee may, in its discretion, require
               as conditions to the exercise of any option that
               the shares of Common Stock reserved for issuance
               upon the exercise of the option shall be duly
               listed, upon official notice of issuance, upon a
               stock exchange, and that a Registration Statement
               under the Securities Act of 1933, as amended, with
               respect to said shares shall be effective and that
               all material information respecting the business
               and financial conditions of the Company have been
               disclosed to the public.
     
     13.  Transferability.  No amounts credited to a
     Participant's Account, nor any rights with regard to the
     exercise of an option or to receive Common Stock under
     the Plan, may be assigned, transferred, pledged, or
     otherwise disposed of in any way by the Participant other
     than by will or the laws of descent and distribution. 
     Any such attempted assignment, transfer, pledge, or other
     disposition will be without effect.
     
     14.  Use of Funds.  The Employers other than the Company
     shall promptly transfer all amounts withheld under
     Paragraph 6 to the Company.  All payroll deductions
     received or held by the Company under this Plan may be
     used by the Company for any corporate purpose and the
     Company will not be obligated to segregate such payroll
     deductions.
     
     15.  Effect of Changes of Common Stock.  The Board shall
     make or provide for such adjustments in the maximum
     number of shares specified in Paragraph 4 and the price
     at which shares of Common Stock are to be purchased under
     the Plan as the Board shall determine is appropriate to
     prevent dilution or enlargement of the rights of
     Participants that otherwise would result from any stock
     dividend, stock split, stock exchange, combination of
     shares, recapitalization or other change in the capital
     structure of the Company, merger, consolidation, spin-off
     of assets, reorganization, partial or complete
     liquidation, issuance of rights or warrants to purchase
     securities or any other corporate transaction or event
     having an effect similar to any of the foregoing.
     
     16.  Amendment or Termination.  The Board or the
     Committee may at any time terminate or amend the Plan.
     Except as hereinafter provided, no termination or
     amendment will affect or change options previously
     granted to any Participant, nor may any amendment be made
     without prior approval of the stockholders of the Company
     if such amendment would (a) materially increase the
     benefits accruing to Participants under the Plan, (b)
     materially increase the number of shares which may be
     issued under the Plan, or (c) materially modify the
     requirements as to eligibility for participation under
     the Plan.
     
     17.  Notices.  All notices or other communications by a
     Participant to the Employer under or in connection with
     the Plan will be in writing and will be deemed to have
     been duly given when received by such person as the
     Employer shall designate.
     
     18.  Merger or Consolidation.  If the Company merges with
     another corporation and the Company is the surviving
     entity, the holder of each option then outstanding will
     thereafter be entitled to receive, upon the exercise of
     such option for each share as to which such option is
     exercised, the securities or property to which a holder
     of one share of the Common Stock was entitled to upon and
     at the time of such merger, and the Board will take such
     steps in connection with such merger as the Board may
     deem necessary to assure that the provisions of Paragraph
     15 will thereafter be applicable, in relation to the said
     securities or property as to which such holder of such
     option might thereafter be entitled to receive
     thereunder.  In the event of a merger where the Company
     is not the surviving entity, the Plan will terminate, and
     all payroll deductions credited to a Participant's
     Account will be returned to that Participant and the six-month 
     requirement under Paragraph 9(a) will be deemed to
     be satisfied with respect to shares previously purchased
     under the plan.  A sale or other disposition of all or
     substantially all the assets of the Company will be
     deemed a merger where the Company is not the surviving
     entity for the foregoing purposes.
     
     19.  Cessation of Participation.  Any officer or director
     Participant (as such terms are used in Rule 16b-3 under
     the Securities Exchange Act of 1934) who is also a highly
     compensated employee within the meaning of Section 414(q)
     of the Code who suspends payroll deductions or who
     otherwise ceases to participate in the Plan, shall not be
     permitted to commence participation in the Plan again for
     a period of at least six months from the date of such
     cessation.
     
     20.  Miscellaneous Provisions.
     
          (a)  Each Participant, former Participant, or any
               other person who shall claim a right or benefit
               under this Plan, shall be entitled only to look to
               such Participant's Employer for such benefit.
     
          (b)  Subject to Paragraph 10, the Employers will
               pay all expenses that may arise in connection to
               the administration of this Plan, except that a
               Participant will pay all expenses that may arise in
               connection with the distribution of his or her
               Account or the sale of Common Stock by the
               Participant.
     
          (c)  No liability whatever shall attach to or be
               incurred by any past, present or future
               stockholders, officers or directors, as such, of an
               Employer, under or by reason of any of the terms,
               conditions, or agreements contained in this Plan or
               implied therefrom, and any and all liabilities of,
               and any and all rights and claims against an
               Employee, or any stockholder, officer or director,
               as such, whether arising at common law or in equity
               or created by statue or constitution or otherwise,
               pertaining to this Plan, are hereby expressly
               waived and released by every Participant, as a part
               of the consideration for any benefits provided by
               the Employers under this Plan.
     
          (d)  To the extent required to comply with the
               requirements of Section 423 of the Code, all
               Employees granted options under the Plan to
               purchase Common Stock shall have the same rights
               and privileges hereunder.
     
          (e)  Any headings or subheadings in this Plan are
               inserted for convenience of reference only and are
               to be ignored in the construction of any provisions
               hereof.  All references in this Plan to paragraphs
               are to paragraphs of this Plan unless specified
               otherwise.
     
          (f)  Any words herein used in the masculine shall
               be read and construed in the feminine where they
               would so apply.
     
          (g)  This Plan shall be construed in accordance
               with the laws of the State of New Jersey to the
               extent federal law does not supersede and preempt
               New Jersey law.
     
          (h)  The Company's obligation to sell and deliver
               Common Stock under the Plan is at all times subject
               to all approvals of and compliance with any
               governmental authorities required in connection
               with the authorization, issuance, sale or delivery
               of such stock as well as state and federal
               securities laws.
     
          (i)  In the event that any provisions of this Plan
               shall be held illegal, invalid, or unenforceable
               for any reason, such provision shall be fully
               severable, but shall not affect the remaining
               provisions of the Plan, and the Plan shall be
               construed and enforced as if the illegal, invalid,
               or unenforceable provision had never been included
               herein.
     
          (j)  In the event the Company should receive notice
               that this Plan fails to qualify as an "employee
               stock purchase plan" under Section 423 of the Code,
               all then-existing Accounts will be paid to the
               Participants and the Plan shall immediately
               terminate.
     
          (k)  Neither any Employer nor the Company makes any
               commitment or guarantee that any federal or state
               tax treatment will apply or be available to any
               person participating or eligible to participate in
               this Plan.

                                                            Exhibit 23.1

       CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
                                
                                
                                
   We have issued our report dated November 7, 1995 accompanying
the consolidated financial statements and schedules of J & J Snack
Foods Corp. and subsidiaries appearing in the 1995 Annual Report
of the Company to its stockholders included in the Annual Report
on Form 10-K for the fiscal year ended September 30, 1995 which
are incorporated by reference in this Registration Statement.

s/s Grant Thornton LLP
Philadelphia, Pennsylvania
May 13, 1996