As filed with the Securities and Exchange Commission on December
                                      18, 2003
                                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.
                               2002 STOCK OPTION PLAN

                              (Full title of the Plan)

                                 GERALD B. SHREIBER
                    Chairman, President, Chief Executive Officer
                                    and Director
                               J & J Snack Foods Corp.
                                6000 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 LLP
                                 A Pennsylvania LLP
                           210 Lake Drive East, Suite 200
                            Cherry Hill, New Jersey 08002
                                   (856) 779-3600

                           CALCULATION OF REGISTRATION FEE


          Title of    Amount to be  Proposed    Proposed     Amount of
          each class  registered(1) maximum     maximum      registration
          of                        offering    offering     fee
          securities                price per   price
          to be                     share
          registered
          Common      400,000       $36.70(2)  $14,680,000   $1,187.61
          Stock

          (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. 2002 Stock
                    Option Plan (the "Plan") 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.


                                         -2-


                    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 27, 2003 (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


                                          -3-

                    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


                                          -4-


                    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




                                          -5-


                    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     2002 Stock Option Plan

                  23.1     Consent of Grant Thornton LLP



                                          -6-




                  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

                                            -7-


                         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


                                          -8-


                         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 Township of Pennsauken, State of New Jersey
                         on December 18, 2003.

                                      J & J SNACK FOODS CORP.

          Date: December 18, 2003            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


                                          -9-


                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.      Chairman, President, Chief          December 18,
              Shreiber         Executive Officer and Director      2003
              Gerald B.        (Principal Executive Officer)
              Shreiber
              s/Robert M.      Senior Vice President, Chief        December 18,
              Radano           Operating Officer and Director      2003
              Robert M.        (Principal Operating Officer)
              Radano
              s/Dennis G.      Senior Vice President, Chief        December 18,
              Moore            Financial Officer and Director      2003
              Dennis G. Moore  (Principal Financial Officer
              s/Sidney R.      Director                            December 18,
              Brown                                                2003
              Sidney R. Brown
              s/Leonard M.     Director                            December 18,
              Lodish                                               2003
              Leonard M.
              Lodish
              s/Peter G.       Director                            December 18,
              Stanley                                              2003
              Peter G.
              Stanley

                                    EXHIBIT INDEX

                S-B Exhibit Numbers      Description

                   5.1           Opinion of Counsel regarding legality

                  10.1           2002 Stock Option Plan

                  23.1           Consent of Grant Thornton LLP

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

                                          -10-
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As filed with the Securities and Exchange Commission on December
                                      18, 2003
                                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.
                               2002 STOCK OPTION PLAN

                              (Full title of the Plan)

                                 GERALD B. SHREIBER
                    Chairman, President, Chief Executive Officer
                                    and Director
                               J & J Snack Foods Corp.
                                6000 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 LLP
                                 A Pennsylvania LLP
                           210 Lake Drive East, Suite 200
                            Cherry Hill, New Jersey 08002
                                   (856) 779-3600

                           CALCULATION OF REGISTRATION FEE

          Title of    Amount to be  Proposed    Proposed     Amount of
          each class  registered(1) maximum     maximum      registration
          of                        offering    offering     fee
          securities                price per   price
          to be                     share
          registered
          Common      400,000       $36.70(2)  $14,680,000   $1,187.61
          Stock

          (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. 2002 Stock
                    Option Plan (the "Plan") 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.

                                         -2-

                    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 27, 2003 (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

                                          -3-

                    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

                                          -4-

                    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

                                          -5-

                    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     2002 Stock Option Plan

                  23.1     Consent of Grant Thornton LLP

                                          -6-

                  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

                                            -7-

                         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

                                          -8-

                         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 Township of Pennsauken, State of New Jersey
                         on December 18, 2003.

                                      J & J SNACK FOODS CORP.

          Date: December 18, 2003            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

                                          -9-

                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.      Chairman, President, Chief          December 18,
              Shreiber         Executive Officer and Director      2003
              Gerald B.        (Principal Executive Officer)
              Shreiber
              s/Robert M.      Senior Vice President, Chief        December 18,
              Radano           Operating Officer and Director      2003
              Robert M.        (Principal Operating Officer)
              Radano
              s/Dennis G.      Senior Vice President, Chief        December 18,
              Moore            Financial Officer and Director      2003
              Dennis G. Moore  (Principal Financial Officer
              s/Sidney R.      Director                            December 18,
              Brown                                                2003
              Sidney R. Brown
              s/Leonard M.     Director                            December 18,
              Lodish                                               2003
              Leonard M.
              Lodish
              s/Peter G.       Director                            December 18,
              Stanley                                              2003
              Peter G.
              Stanley

                                    EXHIBIT INDEX

                S-B Exhibit Numbers      Description

                   5.1           Opinion of Counsel regarding legality

                  10.1           2002 Stock Option Plan

                  23.1           Consent of Grant Thornton LLP

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

                                          -10-