As filed with the Securities and Exchange Commission on January 18, 2000
                                                          Registration No. 333









                         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                 2050                22-1935537

            (State or other        (Primary Standard      (I.R.S. Employer
            jurisdiction of           Industrial           Identification
           incorporation or         Classification             Number)
             organization)           Code Number)



                              J & J SNACK FOODS CORP.
                                6000 Central Highway
                           Pennsauken, New Jersey   08109
          (Address, including zip code of Registrant's principal executive
                                      offices)

                              J & J SNACK FOODS CORP.
           1992 STOCK OPTION PLAN AND THE 1992 NON-STATUTORY STOCK OPTION
                                        PLAN
                             FOR NON-EMPLOYEE DIRECTORS
                            AND CHIEF EXECUTIVE OFFICER

                              (Full title of the Plan)

                                 GERALD B. SHREIBER
                    Chairman, President, Chief Executive Officer
                                    and Director
                              J & J Snack Foods Corp.
                                600 Central Highway
                               Pennsauken, NJ   08109











                                   (856) 665-9533
                        (Name, address and telephone number,
                     including area code, of agent for service)


                                     Copies to:

                             A. FRED RUTTENBERG, ESQUIRE
                          Blank Rome Comisky & McCauley LLP
                                 A Pennsylvania LLP
                           210 Lake Drive East, Suite 200
                            Cherry Hill, New Jersey 08002
                                   (856) 779-3600

                           CALCULATION OF REGISTRATION FEE




           Title of each      Amount     Proposed
             class of         to be       maximum      Proposed     Amount of
         securities to be   registere    offering      maximum      registrat
            registered         d(1)        price       offering      ion fee
                                         per share      price




        Common Stock ...    1,100,000   $19.00 (2)   $20,900,000.00  $5,517.60





       (1)  Pursuant to Rule 416 under the Securities Act of 1933, as
            amended, this Registration Statement covers, in addition to the
            number of shares set forth above, an indeterminate number of
            shares which, by reason of certain events specified in the Plans,
            may become subject to the Plans pursuant to the anti-dilution
            provision of the Plans.
       (2)  Estimated in accordance with Rule 457(h), solely for the purpose
            of calculating the registration fee.





                                       PART I

                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          Item 1.   Plan Information

               The document(s) containing the information specified in Part
          I of Form S-8 will be sent or given to participants in the J & J
          Snack Foods Corp. 1992 Stock Option Plan and the1992 Non-
          Statutory Stock Option Plan for Non-Employee Directors and Chief
          Executive Officers (the "Plans") as specified by Rule 428(b)(1)
          promulgated by the Securities and Exchange Commission (the
          "Commission") under the Securities Act of 1933, as amended (the
          "Securities Act").

               Such documents are not being filed with the Commission, but
          constitute (along with the documents incorporated by reference
          into this Registration Statement pursuant to Item 3 of Part II
          hereof) a prospectus that meets the requirements of Section 10(a)
          of the Securities Act.

          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 previously or concurrently filed by
          J & J Snack Foods Corp. ("J & J" or the "Company") with the
          Commission are hereby incorporated by reference in this
          Registration Statement:

                (i)     The Company's Annual Report on Form 10-K for the
                    fiscal year ended September 25, 1999 (File No. 0-14616)
                    filed pursuant to Rule 13a-1 of the Securities Exchange
                    Act of 1934, as amended (the "Exchange Act") and all
                    amendments thereto;

                (ii)All other reports filed by the Company 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, which
                    is incorporated by reference to the Company's
                    Registration Statement on Form S-2 (File No. 33-40811)
                    filed with the Commission on May 24, 1991 and all
                    amendments or reports filed for the purpose of updating
                    such description.

               All reports and other documents subsequently filed by the
          Company with the Commission pursuant to Sections 13(a), 13(c), 14
          or 15(d) of the Exchange Act, after the date hereof, and prior to
          the filing of a post-effective amendment which indicates that all
          securities offered hereby have been sold or which deregisters all
          securities then remaining unsold, shall be deemed incorporated by
          reference into this Registration Statement and to be a part
          thereof from the date of the filing of such documents.  Any
          statement contained in the documents incorporated, or deemed to
          be incorporated, be reference herein or therein shall be deemed
          to be modified or superseded for purposes of this Registration
          Statement and the Prospectus to the extent that a statement
          contained herein or therein or in any other subsequently filed
          document which also is, or is deemed to be, incorporated by
          reference herein or therein modifies or supersedes such
          statement.  Any such statement so modified or superseded shall
          not be deemed, except as so modified or superseded, to constitute
          a part of this Registration Statement and the Prospectus.

               The Company shall furnish without charge to each person to
          whom the Prospectus is delivered, on the written or oral request
          of such person, a copy of any or all of the documents
          incorporated by reference, other than exhibits to such documents
          (unless such exhibits are specifically incorporated by reference
          to the information that is incorporated).  Requests should be
          directed to Dennis G. Moore, Secretary of the Company, J & J
          Snack Foods Corp., 6000 Central Highway, Pennsauken, New Jersey
          08109, telephone number (856) 665-9533.

               All information appearing in this Registration Statement and
          the Prospectus is qualified in its entirety by the detailed
          information, including financial statements, appearing in the
          documents incorporated herein or therein by reference.

          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 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 of
          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 of 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.

            Regulation S-B
            Exhibit Number           Description

                5.1       Opinion of counsel regarding legality

               10.1       1992 Stock Option Plan

               10.2       1992 Non-statutory Stock Option Plan for Non-
                          Employee Directors and Chief Executive Officer

               23.1       Consent of Grant Thornton LLP

               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;

                           (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.  Notwithstanding
                           the foregoing, any increase or decrease in
                           volume of securities offered (if the total
                           dollar value of securities offered would not
                           exceed that which was registered) and any
                           deviation from the low or high end of the
                           estimated maximum offering range may be
                           reflected in the form of prospectus filed with
                           the commission pursuant to Rule 424(b) if, the
                           aggregate, the changes in value and price
                           represent no more than a 20% change in the
                           maximum aggregate offering price set forth in
                           the _Calculation of Registration Fee_ Table in
                           the effective Registration Statement; and

                           (iii) to include any additional 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.










                       2.  That, for the purpose of determining any
                           liability under the Securities Act, 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.

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

                    (b)   The undersigned Registrant hereby undertakes
                       that, for purposes of determining any liability
                       under the Securities Act, 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) that is incorporated by reference in the
                       Registration Statement shall be deemed to be a new
                       registration statement 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.

                    (c)    Insofar as indemnification for liabilities
                       arising under the Securities Act 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 Securities 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 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 Securities Act and will be governed
                       by the final adjudication of such issue.

                                     SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities
          Act of 1933, the registrant certifies that it has reasonable
          grounds to believe that it meets all of the requirements for
          filing on Form S-8 and authorized this Registration Statement to
          be signed on its behalf by the undersigned, thereunto duly
          authorized in the City of Cherry Hill, State of New Jersey  on
          January 18, 2000.


                                      J & J SNACK FOODS CORP.

          Date: January 18, 2000                   By:     /s/Gerald     B.
                                      Shreiber

                                                              Gerald     B.
                                      Shreiber, Chairman, President,
                                      Chief Executive Officer and Director
                                      (Duly Authorized Officer)




               KNOW ALL MEN BY THESE PRESENTS, that each person whose
          signature appears below constitutes and appoints Gerald B.
          Shreiber, his true and lawful attorney-in-fact and agent with
          full power of substitution or resubstitution, for him and in his
          name, place and stead, in any and all capacities, to sign any and
          all amendments to this Registration Statement, and to file the
          same, with all exhibits thereto, and other documentation in
          connection therewith, with the Securities and Exchange
          Commission, granting unto said attorneys-in-fact and agents full
          power and authority to do and perform each and every act and
          thing requisite and necessary to be done in and about the
          premises, as fully to all intents and purposes as he might or
          could do in person, hereby ratifying and confirming all that said
          attorneys-in-fact and agents, or their substitute or substitutes,
          may lawfully do or cause to be done by virtue hereof.

               In accordance with the requirements of the Securities Act of
          1933, this registration statement was signed by the following
          persons in the capacities and on the dates stated.


               SIGNATURE                CAPACITY                DATE

        s/Gerald B. Shreiber   Chairman, President, Chief   January 18, 2000
        Gerald B. Shreiber     Executive Officer and
                               Director (Principal
                               Executive Officer)


        s/Robert M. Radano     Senior Vice President,       January 18, 2000
        Robert M. Radano       Chief Operating Officer
                               and Director(Principal
                               Operating Officer)


        s/Dennis G. Moore      Senior Vice President,       January 18, 2000
        Dennis G. Moore        Chief Financial Officer
                               and Director (Principal
                               Financial Officer)


        s/Stephen N. Frankel   Director                     December 30, 1999
        Stephen N. Frankel


        s/Leonard M. Lodish    Director                     December 30, 1999
        Leonard M. Lodish


        s/Peter G. Stanley     Director                     December 30, 1999
        Peter G. Stanley




                                    EXHIBIT INDEX


          S-B Exhibit Numbers                 Description

                5.1                Opinion of Counsel regarding legality

               10.1                1992 Stock Option Plan

               10.2                1992 Non-statutory Stock Option Plan for
                                   Non-Employee Directors and Chief Executive
                                   Officer

               23.1                Consent of Grant Thornton LLP

               23.2                Consent of Counsel (included as part of
                                   Exhibit 5.1)
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As filed with the Securities and Exchange Commission on January 18, 2000
                                                          Registration No. 333

                         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                 2050                22-1935537

            (State or other        (Primary Standard      (I.R.S. Employer
            jurisdiction of           Industrial           Identification
           incorporation or         Classification             Number)
             organization)           Code Number)

                              J & J SNACK FOODS CORP.
                                6000 Central Highway
                           Pennsauken, New Jersey   08109
          (Address, including zip code of Registrant's principal executive
                                      offices)

                              J & J SNACK FOODS CORP.
           1992 STOCK OPTION PLAN AND THE 1992 NON-STATUTORY STOCK OPTION
                                        PLAN
                             FOR NON-EMPLOYEE DIRECTORS
                            AND CHIEF EXECUTIVE OFFICER

                              (Full title of the Plan)

                                 GERALD B. SHREIBER
                    Chairman, President, Chief Executive Officer
                                    and Director
                              J & J Snack Foods Corp.
                                600 Central Highway
                               Pennsauken, NJ   08109

                                   (856) 665-9533
                        (Name, address and telephone number,
                     including area code, of agent for service)

                                     Copies to:

                             A. FRED RUTTENBERG, ESQUIRE
                          Blank Rome Comisky & McCauley LLP
                                 A Pennsylvania LLP
                           210 Lake Drive East, Suite 200
                            Cherry Hill, New Jersey 08002
                                   (856) 779-3600

                           CALCULATION OF REGISTRATION FEE

           Title of each      Amount     Proposed
             class of         to be       maximum      Proposed     Amount of
         securities to be   registere    offering      maximum      registrat
            registered         d(1)        price       offering      ion fee
                                         per share      price

        Common Stock ...    1,100,000   $19.00 (2)   $20,900,000.00  $5,517.60

       (1)  Pursuant to Rule 416 under the Securities Act of 1933, as
            amended, this Registration Statement covers, in addition to the
            number of shares set forth above, an indeterminate number of
            shares which, by reason of certain events specified in the Plans,
            may become subject to the Plans pursuant to the anti-dilution
            provision of the Plans.
       (2)  Estimated in accordance with Rule 457(h), solely for the purpose
            of calculating the registration fee.

                                       PART I

                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          Item 1.   Plan Information

               The document(s) containing the information specified in Part
          I of Form S-8 will be sent or given to participants in the J & J
          Snack Foods Corp. 1992 Stock Option Plan and the1992 Non-
          Statutory Stock Option Plan for Non-Employee Directors and Chief
          Executive Officers (the "Plans") as specified by Rule 428(b)(1)
          promulgated by the Securities and Exchange Commission (the
          "Commission") under the Securities Act of 1933, as amended (the
          "Securities Act").

               Such documents are not being filed with the Commission, but
          constitute (along with the documents incorporated by reference
          into this Registration Statement pursuant to Item 3 of Part II
          hereof) a prospectus that meets the requirements of Section 10(a)
          of the Securities Act.

          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 previously or concurrently filed by
          J & J Snack Foods Corp. ("J & J" or the "Company") with the
          Commission are hereby incorporated by reference in this
          Registration Statement:

                (i)     The Company's Annual Report on Form 10-K for the
                    fiscal year ended September 25, 1999 (File No. 0-14616)
                    filed pursuant to Rule 13a-1 of the Securities Exchange
                    Act of 1934, as amended (the "Exchange Act") and all
                    amendments thereto;

                (ii)All other reports filed by the Company 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, which
                    is incorporated by reference to the Company's
                    Registration Statement on Form S-2 (File No. 33-40811)
                    filed with the Commission on May 24, 1991 and all
                    amendments or reports filed for the purpose of updating
                    such description.

               All reports and other documents subsequently filed by the
          Company with the Commission pursuant to Sections 13(a), 13(c), 14
          or 15(d) of the Exchange Act, after the date hereof, and prior to
          the filing of a post-effective amendment which indicates that all
          securities offered hereby have been sold or which deregisters all
          securities then remaining unsold, shall be deemed incorporated by
          reference into this Registration Statement and to be a part
          thereof from the date of the filing of such documents.  Any
          statement contained in the documents incorporated, or deemed to
          be incorporated, be reference herein or therein shall be deemed
          to be modified or superseded for purposes of this Registration
          Statement and the Prospectus to the extent that a statement
          contained herein or therein or in any other subsequently filed
          document which also is, or is deemed to be, incorporated by
          reference herein or therein modifies or supersedes such
          statement.  Any such statement so modified or superseded shall
          not be deemed, except as so modified or superseded, to constitute
          a part of this Registration Statement and the Prospectus.

               The Company shall furnish without charge to each person to
          whom the Prospectus is delivered, on the written or oral request
          of such person, a copy of any or all of the documents
          incorporated by reference, other than exhibits to such documents
          (unless such exhibits are specifically incorporated by reference
          to the information that is incorporated).  Requests should be
          directed to Dennis G. Moore, Secretary of the Company, J & J
          Snack Foods Corp., 6000 Central Highway, Pennsauken, New Jersey
          08109, telephone number (856) 665-9533.

               All information appearing in this Registration Statement and
          the Prospectus is qualified in its entirety by the detailed
          information, including financial statements, appearing in the
          documents incorporated herein or therein by reference.

          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 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 of
          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 of 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.

            Regulation S-B
            Exhibit Number           Description

                5.1       Opinion of counsel regarding legality

               10.1       1992 Stock Option Plan

               10.2       1992 Non-statutory Stock Option Plan for Non-
                          Employee Directors and Chief Executive Officer

               23.1       Consent of Grant Thornton LLP

               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;

                           (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.  Notwithstanding
                           the foregoing, any increase or decrease in
                           volume of securities offered (if the total
                           dollar value of securities offered would not
                           exceed that which was registered) and any
                           deviation from the low or high end of the
                           estimated maximum offering range may be
                           reflected in the form of prospectus filed with
                           the commission pursuant to Rule 424(b) if, the
                           aggregate, the changes in value and price
                           represent no more than a 20% change in the
                           maximum aggregate offering price set forth in
                           the _Calculation of Registration Fee_ Table in
                           the effective Registration Statement; and

                           (iii) to include any additional 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.

                       2.  That, for the purpose of determining any
                           liability under the Securities Act, 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.

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

                    (b)   The undersigned Registrant hereby undertakes
                       that, for purposes of determining any liability
                       under the Securities Act, 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) that is incorporated by reference in the
                       Registration Statement shall be deemed to be a new
                       registration statement 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.

                    (c)    Insofar as indemnification for liabilities
                       arising under the Securities Act 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 Securities 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 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 Securities Act and will be governed
                       by the final adjudication of such issue.

                                     SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities
          Act of 1933, the registrant certifies that it has reasonable
          grounds to believe that it meets all of the requirements for
          filing on Form S-8 and authorized this Registration Statement to
          be signed on its behalf by the undersigned, thereunto duly
          authorized in the City of Cherry Hill, State of New Jersey  on
          January 18, 2000.

                                      J & J SNACK FOODS CORP.

          Date: January 18, 2000                   By:     /s/Gerald     B.
                                      Shreiber

                                                              Gerald     B.
                                      Shreiber, Chairman, President,
                                      Chief Executive Officer and Director
                                      (Duly Authorized Officer)

               KNOW ALL MEN BY THESE PRESENTS, that each person whose
          signature appears below constitutes and appoints Gerald B.
          Shreiber, his true and lawful attorney-in-fact and agent with
          full power of substitution or resubstitution, for him and in his
          name, place and stead, in any and all capacities, to sign any and
          all amendments to this Registration Statement, and to file the
          same, with all exhibits thereto, and other documentation in
          connection therewith, with the Securities and Exchange
          Commission, granting unto said attorneys-in-fact and agents full
          power and authority to do and perform each and every act and
          thing requisite and necessary to be done in and about the
          premises, as fully to all intents and purposes as he might or
          could do in person, hereby ratifying and confirming all that said
          attorneys-in-fact and agents, or their substitute or substitutes,
          may lawfully do or cause to be done by virtue hereof.

               In accordance with the requirements of the Securities Act of
          1933, this registration statement was signed by the following
          persons in the capacities and on the dates stated.

               SIGNATURE                CAPACITY                DATE

        s/Gerald B. Shreiber   Chairman, President, Chief   January 18, 2000
        Gerald B. Shreiber     Executive Officer and
                               Director (Principal
                               Executive Officer)

        s/Robert M. Radano     Senior Vice President,       January 18, 2000
        Robert M. Radano       Chief Operating Officer
                               and Director(Principal
                               Operating Officer)

        s/Dennis G. Moore      Senior Vice President,       January 18, 2000
        Dennis G. Moore        Chief Financial Officer
                               and Director (Principal
                               Financial Officer)

        s/Stephen N. Frankel   Director                     December 30, 1999
        Stephen N. Frankel

        s/Leonard M. Lodish    Director                     December 30, 1999
        Leonard M. Lodish

        s/Peter G. Stanley     Director                     December 30, 1999
        Peter G. Stanley

                                    EXHIBIT INDEX

          S-B Exhibit Numbers                 Description

                5.1                Opinion of Counsel regarding legality

               10.1                1992 Stock Option Plan

               10.2                1992 Non-statutory Stock Option Plan for
                                   Non-Employee Directors and Chief Executive
                                   Officer

               23.1                Consent of Grant Thornton LLP

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