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-



                EXHIBIT 5.1


                                  December 18, 2003

                J & J Snack Foods Corp.
                6000 Central Highway
                Pennsauken, NJ   08109

                Gentlemen:

                We have acted as counsel to J & J Snack Foods Corp. (the
                "Corporation") in connection with the preparation of the
                Registration Statement on Form S-8 (the "Registration
                Statement") to be filed by the Corporation with the
                Securities and Exchange Commission under the Securities
                Act of 1933, as amended, and the preparation of the
                prospectus (the "Prospectus") relating to the offer and
                sale of up to 400,000 shares of common stock, no par value
                per share (the "Common Stock"), by the Corporation
                pursuant to the Corporation's 2002 Stock Option Plan
                ("Plan").  This opinion is furnished pursuant to the
                requirement of Item 601 (b)(5) of Regulation S-K.

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

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

                We have not made any independent investigation in
                rendering this opinion other than the document examination

                                          -11-


                described.  Our opinion is therefore qualified in all
                respects by the scope of that document examination.  We
                make no representation as to the sufficiency of our
                investigation for your purposes.  This opinion is limited
                to the laws of the State of New Jersey.  In rendering this
                opinion we have assumed (i) compliance with all other
                laws, including federal laws and (ii) compliance with all
                New Jersey securities and antitrust laws.

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

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

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

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

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

                                        Sincerely,

                                        BLANK ROME LLP
                                        A Pennsylvania LLP


          AFR:df




                                          -12-



          EXHIBIT 10.1

                               J & J SNACK FOODS CORP.

                                  STOCK OPTION PLAN

               1.   Purpose of Plan

                    The purpose of the Stock Option Plan (the "Plan")
          contained herein is to provide additional incentive to officers,
          directors and key employees of J & J Snack Foods Corp. (the
          "Corporation") and each present or future parent or subsidiary
          corporation of the Corporation by encouraging them to invest in
          shares of the Corporation's common stock, no par value per share
          (the "Common Stock") and thereby acquire a proprietary interest
          in the Corporation along with an increased personal interest in
          the Corporation's continued success and progress, to the mutual
          benefit of directors, employees and shareholders.

               2.   Aggregate Number of Shares

                    400,000 shares of Common Stock shall be the aggregate
          number of shares which may be issued under this Plan.
          Notwithstanding the foregoing, in the event of any change in the
          outstanding shares of Common Stock by reason of a stock
          dividend, stock split, combination of shares, recapitalization,
          merger, consolidation, transfer of assets, reorganization,
          conversion or what the Committee, as defined in Section 4 below,
          deems in its sole discretion to be similar circumstances, the
          aggregate number and kind of shares which may be issued under
          this Plan shall be appropriately adjusted in a manner determined
          in the sole discretion of the Committee.  Reacquired shares of
          Common Stock, as well as unissued shares, may be used for the
          purpose of this Plan.  Common Stock subject to options which
          have terminated unexercised, either in whole or in part, shall
          be available for future options granted under this Plan.  No
          optionee shall be granted options to acquire more than 25,000
          shares of Common Stock during any calendar year under the Plan.

               3.   Class of Persons Eligible to Receive Options

                    All officers, directors and key employees of the
          Corporation and of any present or future parent or subsidiary
          corporation of the Corporation are eligible to receive an option
          or options under this Plan.  The individuals who shall, in fact,
          receive an option or options shall be selected by the Committee,



                                          -13-



          as defined in Section 4 below, in its sole discretion, except as
          otherwise specified in Sections 4 and 5 of this Plan.

               4.   Administration of Plan

                    (a)  This Plan shall be administered by a Committee
          appointed by the Board of Directors (the "Committee").  The
          Committee shall consist of a minimum of three and a maximum of
          five members of the Board of Directors, each of whom shall be a
          "disinterested person" as defined in Rule 16b-3(d)(3) under the
          Securities Exchange Act of 1934, as amended, promulgated by the
          Securities and Exchange Commission (hereafter the "SEC") or any
          future corresponding rule.  The Committee shall, in addition to
          its other authority and subject to the provisions of this Plan,
          determine which individuals shall in fact be granted an option
          or options, whether the option shall be an incentive stock
          option or a non-qualified stock option, the number of shares to
          be subject to each of the options, the time or times at which
          the options shall be granted, the rate of option exercisability
          (provided, however, that no option shall be exercisable within
          one (1) year from the date of its grant), and, subject to
          Section 5 of this Plan, the price at which each of the options
          is exercisable and the duration of the option.

                    (b)  The Committee shall adopt such rules for the
          conduct of its business and administration of this Plan as it
          considers desirable.  A majority of the members of the Committee
          shall constitute a quorum for all purposes.  The vote or written
          consent of a majority of the members of the Committee on a
          particular matter shall constitute the act of the Committee on
          such matter.  The Committee shall have the right to construe the
          Plan and the options issued pursuant to it, to correct defects
          and omissions and to reconcile inconsistencies to the extent
          necessary to effectuate the Plan and the options issued pursuant
          to it, and such action shall be final, binding and conclusive
          upon all parties concerned.  No member of the Committee or the
          Board of Directors shall be liable for any act or omission
          (whether or not negligent) taken or omitted in good faith, or
          for the exercise of an authority or discretion granted in
          connection with the Plan to the Committee or the Board of
          Directors, or for the acts or omissions of any other member(s)
          of the Committee or the Board of Directors.  Subject to the
          numerical limitations on Committee membership set forth in
          Section 4(a) hereof, the Board of Directors may at any time
          appoint additional members of the Committee and may at any time
          remove any member of the Committee with or without cause.



                                            -14-


          Vacancies on the Committee, however caused, may be filled by the
          Board of Directors, if it so desires.

               5.   Incentive Stock Options and Non-Qualified Stock
          Options

                    (a)  Options issued pursuant to this Plan may be
          either Incentive Stock Options granted pursuant to Section 5(b)
          of this Plan or Non-Qualified Stock Options granted pursuant to
          Section 5(c) of this Plan, as determined by the Committee.  An
          "Incentive Stock Option" is an option which satisfies all of the
          requirements of Section 422 of the Internal Revenue Code of
          1986, as amended (the "Code"), and the regulations thereunder,
          and a Non-Qualified Stock Option is an option which either does
          not satisfy all of these requirements or the option by its terms
          specifies at the time of grant that it will not be treated as an
          Incentive Stock Option.  The Committee may grant both an
          Incentive Stock Option and a Non-Qualified Stock Option to the
          same person, or more than one of each type of option to the same
          person.  The option price for Incentive Stock Options issued
          under this Plan shall be equal to at least the "fair market
          value" of the Common Stock on the date of the grant of the
          option.  The "fair market value" of the Common Stock on any
          particular date shall mean the last reported sale price of a
          share of the Common Stock on the NASDAQ National Market System,
          as reported by NASDAQ, or on any stock exchange on which such
          stock is then listed or admitted to trading, on such date, or if
          no sale took place on such day, the last such date on which a
          sale took place, or if the Common Stock is not then quoted on
          the NASDAQ National Market System or listed or admitted to
          trading on any stock exchange, the average of the bid and asked
          prices in the over-the-counter market on such date, or if none
          of the foregoing, a price determined by the Committee.  The
          option price for Non-Qualified Stock Options shall be determined
          by the Committee.

                    (b)  Subject to the authority of the Committee set
          forth in Section 4(a) of this Plan, Incentive Stock Options
          issued pursuant to this Plan shall be issued substantially in
          the form set forth in Appendix "I" attached to this Plan, which
          form is hereby incorporated by reference and made a part hereof,
          and shall contain substantially the terms and conditions set
          forth therein.  Incentive Stock Options shall be exercisable for
          a period determined by the Committee, but not to exceed the
          expiration of ten years from the date such options are granted,
          unless terminated earlier under the terms of the Option.  At the
          time of the grant of an Incentive Stock Option hereunder, the


                                          -15-



          Committee may, in its discretion, modify or amend any of the
          option terms contained in Appendix "I" for any particular
          optionee, provided that the option as modified or amended
          satisfies the requirements of Section 422 of the Code and the
          regulations thereunder.  Each of the options granted pursuant to
          this Section 5(b) is intended, if possible, to be an "Incentive
          Stock Option" as that term is defined in Section 422 of the Code
          and the regulations thereunder.  In the event this Plan or any
          option granted pursuant to this Section 5(b) is in any way
          inconsistent with the applicable legal requirements of the Code
          or the regulations thereunder for an Incentive Stock Option,
          this Plan and such option shall be deemed automatically amended
          as of the date hereof to conform to such legal requirements, if
          such conformity may be achieved by amendment.

                    (c)  Subject to the authority of the Committee set
          forth in Section 4(a) of this Plan, Non-Qualified Stock Options
          issued pursuant to this Plan shall be issued substantially in
          the form set forth in Appendix "II" attached to this Plan, which
          form is hereby incorporated by reference and made a part hereof,
          and shall contain substantially the terms and conditions set
          forth therein.  Non-Qualified Stock Options shall expire as
          determined by the Committee but such period shall not exceed ten
          years after the date they are granted, unless terminated earlier
          under the option terms.  At the time of granting a Non-Qualified
          Stock Option hereunder, the Committee may in its discretion,
          modify or amend any of the option terms contained in Appendix
          "II" for any particular optionee, provided that the option as
          modified or amended does not expire more than ten years from the
          date of its grant.

                    (d)  Neither the Corporation nor any of its current or
          future parents, subsidiaries or affiliates, nor their officers,
          directors, shareholders, stock option plan committees, employees
          or agents shall have any liability to any optionee in the event
          (i) an option granted pursuant to Section 5(b) of this Plan does
          not qualify as an "Incentive Stock Option" as that term is used
          in Section 422 of the Code and the regulations thereunder; (ii)
          any optionee does not obtain the tax benefits of such an
          Incentive Stock Option; or (iii) any option granted pursuant to
          Section 5(c) of this Plan is an "Incentive Stock Option".

                    (e)  Notwithstanding any other provision of this Plan,
          and without limiting the ability to receive additional options
          under this Plan, on the last day of the Company's fiscal year
          the Chief Executive Officer of the corporation shall be granted
          an option to purchase 10,000 shares of the Corporation's Common



                                          -16-



          Stock.  Such option shall be for a period of ten (10) years and
          shall be issued at the fair market value, as determined by the
          Compensation Committee, of the Corporation's Common Stock on the
          date of grant of such options.  In the event of any change in
          the capitalization of the Corporation, such as by stock
          dividend, stock split or what the Board of Directors of the
          Corporation deems in its sole discretion to be similar
          circumstances, the number and kind of shares which may be issued
          under this paragraph shall be automatically adjusted by the
          Board of Directors of the Corporation.


               6.   Modification, Amendment, Suspension and Termination

                    Options shall not be granted pursuant to this Plan
          after the expiration of ten years from the date the Plan is
          adopted by the Board of Directors of the Corporation.  The Board
          of Directors reserves the right at any time, and from time to
          time, to modify or amend this Plan in any way, and from time to
          time, to modify or amend this Plan in any way, or to suspend or
          terminate it, effective as of such date, which date may be
          either before or after the taking of such action, as may be
          specified by the Board of Directors; provided, however, that
          such action shall not affect options granted under the Plan
          prior to the actual date on which such action occurred.  If a
          modification or amendment of this Plan is required by the Code
          or the regulations thereunder to be approved by the shareholders
          of the Corporation in order to permit the granting of "Incentive
          Stock Options" (as that term is defined in Section 422 of the
          Code and regulations thereunder) pursuant to the modified or
          amended Plan, such modification or amendment shall also be
          approved by the shareholders of the Corporation in such manner
          as is prescribed by the Code and the regulations thereunder.  If
          the Board of Directors voluntarily submits a proposed
          modification, amendment, suspension or termination for
          shareholder approval, such submission shall not require any
          future modifications, amendments (whether or not relating to the
          same provision or subject matter), suspensions or terminations
          to be similarly submitted for shareholder approval.

               7.   Effectiveness of Plan

                    This Plan shall become effective on the date of its
          adoption by the Corporation's Board of Directors, subject
          however to approval by the shareholders of the Corporation in
          the manner as prescribed in the Code and the regulations
          thereunder.  Options may be granted under this Plan prior to


                                          -17-



          obtaining shareholder approval, provided such options shall not
          be exercisable until shareholder approval is obtained.

               8.   General Conditions

                    (a)  Nothing contained in this Plan or any option
          granted pursuant to this Plan shall confer upon any employee the
          right to continue in the employ of the Corporation or any
          affiliated or subsidiary corporation or interfere in any way
          with the rights of the Corporation or any affiliated or
          subsidiary corporation of the Corporation to terminate his
          employment in any way.

                    (b)  Action by the Corporation constituting an offer
          of stock for sale to any employee under the terms of the options
          to be granted hereunder shall be deemed complete as of the date
          when the Committee authorizes the grant of the option to the
          employee, regardless of when the option is actually delivered to
          the employee or acknowledged or agreed to by him.

                    (c)  The term "parent corporation" and "subsidiary
          corporation" as used throughout this Plan, and the options
          granted pursuant to this Plan, shall (except as otherwise
          provided in the option form) have the meaning that is ascribed
          to that term when contained in Section 422(b) of the Code and
          the regulations thereunder, and the Corporation shall be deemed
          to be the grantor corporation for purposes of applying such
          meaning.

                    (d)  References in this Plan to the Code shall be
          deemed to also refer to the corresponding provisions of any
          future United States revenue law.

                    (e)  The use of the masculine pronoun shall include
          the feminine gender whenever appropriate.










                                          -18-





                                     APPENDIX I

                               INCENTIVE STOCK OPTION


           TO:

                                        NAME



                                       ADDRESS

          DATE:

               You are hereby granted an option, effective as of the date
          hereof, to purchase shares of common stock, no par value
          per share (the "Common Stock"), of
          J & J Snack Foods Corp. (the "Corporation") at a price of $_____
          per share pursuant to the Corporation's Stock Option Plan (the
          "Plan") adopted by the Corporation's Board of Directors,
          effective November 26, 2002.  Your option price is intended to
          equal at least the fair market value of the Common Stock as of
          the date hereof.  Your option may first be exercised on and
          after three years from the date of this option, but not before
          that time.  The Committee may approve a reduction in this
          waiting period, but in no event may the option be exercised
          prior to one year from the date of this option.  No fractional
          shares shall be issued or delivered.

               This option shall terminate and is not exercisable after
          ____________, 20__ (the "Scheduled Termination Date"), except if
          terminated earlier as hereafter provided.

               You may exercise your option by giving written notice to
          the Secretary of the Corporation on forms supplied by the
          Corporation at its then principal executive office, accompanied
          by payment of the option price for the total number of shares
          you specify that you wish to purchase.  The payment may be in
          any of the following forms:  (a) cash, which may be evidenced by
          a check; (b) certificates representing shares of Common Stock,
          which will be valued by the Secretary of the Corporation at the
          fair market value per share of the Common Stock (as determined
          in accordance with the Plan) on the last trading day immediately
          preceding the delivery of such certificates to the Corporation,


                                          -19-




          accompanied by an assignment of the stock to the Corporation; or
          (c) any combinations of cash and Common Stock valued as provided
          in clause (b)  Any assignment of stock shall be in a form and
          substance satisfactory to the Secretary of the Corporation,
          including guarantees of signature(s) and payment of all transfer
          taxes if he deems such guarantees necessary or desirable.  Your
          option may be
           exercised under the so-called "cashless" exercise provisions
          set forth in 12 CFR [220.3(e)(4)] if arrangements, satisfactory
          in all respects to the Corporation and approved in writing by
          the Corporation, are made in advance of the option exercise.
          The Corporation reserves the right to limit the number of shares
          of the Common Stock used for purposes of the option exercise.

               Your option will, to the extent not previously exercised by
          you, terminate on the date either (i) except in the case of your
          being employed by the Corporation for a period of in excess of
          ten (10) years and you retire at your normal retirement age, you
          cease to perform services for the Corporation or a subsidiary,
          or (ii) the Corporation or a subsidiary corporation of the
          Corporation delivers or receives notice of an intention to
          terminate the employment relationship, regardless of whether or
          not a different effective date of termination is provided in
          such notice, whether such termination is voluntary or not, but
          not if your termination is due to disability as defined in
          Section 22(e)(3) of the Internal Revenue Code of 1986, as
          amended (the "Code"), or death (but in no event shall the option
          terminate later than the Scheduled Termination Date).  After the
          date your service or employment is terminated, as aforesaid, you
          may not exercise this option.  If you are employed by a
          subsidiary corporation of the Corporation, your employment shall
          be deemed to have terminated on the date your employer ceases to
          be a subsidiary corporation of the Corporation, unless you are
          on that date transferred to the Corporation or another
          subsidiary corporation of the Corporation.  Your employment
          shall not be deemed to have terminated if you are transferred
          from the Corporation to a subsidiary corporation of the
          Corporation, or vice versa, or from one subsidiary corporation
          of the Corporation to another subsidiary corporation of the
          Corporation.

               If you die while employed by the Corporation or a
          subsidiary corporation of the Corporation, your legatee(s),
          distributee(s), executor or administrator, as the case may be,
          may, at any time within one year after the date of your death
          (but in no event later than the Scheduled Termination Date),
          exercise the option as to any shares which you had a right to

                                          -20-



          purchase and did not purchase during your lifetime.  If your
          employment by the Corporation or a subsidiary corporation of the
          Corporation is terminated by reason of your becoming disabled
          (within the meaning of Section 22(e)(3) of the Code and the
          regulations thereunder), you or your legal guardian or custodian
          may at any time within one year after the date of such
          termination (but in no event later than the Scheduled Terminated
          Date), exercise the option as to any shares which you had a
          right to purchase and did not purchase prior to such
          termination.  Your executor, administrator, guardian or
          custodian must present proof of his authority satisfactory to
          the Corporation prior to being allowed to exercise this option.

               In the event of any change in the outstanding shares of the
          Common Stock by reason of a stock dividend, stock split,
          combination of shares, recapitalization, merger, consolidation,
          transfer of assets, reorganization, conversion or what the
          Committee deems in its sole discretion to be similar
          circumstances, the number and kind of shares subject to this
          option and the option price of such shares will be appropriately
          adjusted in a manner to be determined in the sole discretion of
          the Committee.

               This option is not transferable otherwise than by will or
          the laws of descent and distribution, and is exercisable during
          your lifetime only by you.  Until the option price has been paid
          in full pursuant to due exercise of this option and the
          purchased shares are delivered to you, you do not have any
          rights as a shareholder of the Corporation.  The Corporation
          reserves the right not to deliver to you the shares purchased by
          virtue of the exercise of this option during any period of time
          in which the Corporation deems, in its sole discretion, that
          such delivery would violate a federal, state, local or
          securities exchange rule, regulation or law.

               Notwithstanding anything to the contrary contained herein,
          this option is not exercisable if the following event occurs and
          during the following periods of time:

               During any period of time in which the Corporation
               deems that the exercisability of this option, the
               offer to sell the shares optioned hereunder, or the
               sale hereof, may violate a federal, state, local or
               securities exchange rule, regulation or law, or may
               cause the Corporation to be legally obligated to issue
               or sell more shares than the Corporation is legally
               entitled to issue or sell.


                                          -21-




               At the time of issuance of securities pursuant to this
          Plan, the Corporation may require such restrictions, legends or
          other provisions as it deems necessary to comply with any
          federal or state securities law.

               It is the intention of the Corporation and you that this
          option shall, if possible, be an "incentive stock option" as
          that is used in Section 422 of the Code and the regulations
          thereunder.  In the event this option is in any way inconsistent
          with the legal requirements of the Code or the regulations
          thereunder for an "incentive stock option," this option shall be
          deemed automatically amended as of the date hereof to conform to
          such legal requirements, if such conformity may be achieved by
          amendment.

               This option shall be subject to the terms of the Plan in
          effect on the date this option is granted, which terms are
          hereby incorporated herein by reference and made a part hereof.
          In the event of any conflict between the terms of this option
          and the terms of the Plan in effect on the date of this option,
          the terms of the Plan shall govern.  This option constitutes the
          entire understanding between the Corporation and you with
          respect to the subject matter hereof and no amendment,
          modification or waiver of this option, in whole or in part,
          shall be binding upon the Corporation unless in writing or
          signed by the Chief Executive Officer of the Corporation.  This
          option and the performances of the parties hereunder shall be
          construed in accordance with and governed by the laws of the
          State of New Jersey.

               This option is void unless a signed copy of the option
          together with a signed copy of a "Mutual Agreement to Arbitrate
          Claims" is returned to the Corporation no later than
          ________________, 200_.


                             Agreements by the Recipient

               In addition to such other conditions as may be established
          by the Committee, in consideration of the granting of stock
          options under the terms of this Plan, the recipient agrees as
          follows:

                    (a)  The right to exercise any stock option shall be
          conditional upon certification by the recipient at time of
          exercise that the recipient intends to remain in the employ of


                                          -22-


          the Corporation or one of its subsidiaries (except in cases of
          retirement or disability) for at least one (l) year following
          the date of the exercise of the stock option, and

                    (b)  In order to better protect the goodwill of the
          Corporation and its subsidiaries and to prevent the disclosure
          of the Corporation's or its subsidiaries' trade secrets and
          confidential information and thereby help insure the long-term
          success of the business, the recipient, without prior written
          consent of the Corporation, will not engage in any activity or
          provide any services, whether as a director, manager,
          supervisor, employee, adviser, consultant or otherwise, for a
          period of three (3) years following the date of the granting of
          a stock option in connection with the manufacture, development,
          advertising, promotion, or sale of any product which is the same
          as or similar to or competitive with any products of the
          Corporation or its subsidiaries (including both existing
          products as well as products known to the recipient, as a
          consequence of the recipient's employment with the Corporation
          or one of its subsidiaries, to be in development):

                         (1)  with respect to which the recipient's work
          has been directly concerned at any time during the two (2) years
          preceding termination of employment with the Corporation or one
          of its subsidiaries or

                         (2)  with respect to which during that period of
          time the recipient, as a consequence of the recipient's job
          performance and duties, acquired knowledge of trade secrets or
          other confidential information of the Corporation or its
          subsidiaries.

          For purposes of this section, it shall be conclusively presumed
          that recipients have knowledge of information they were directly
          exposed to through actual receipt or review of memos or
          documents containing such information, or through actual
          attendance at meetings at which such information was discussed
          or disclosed.

                    (c)  The provisions of this Article are not in lieu
          of, but are in addition to the continuing obligation of the
          recipient (which recipient hereby acknowledges) to not use or
          disclose the Corporation's or its subsidiaries' trade secrets
          and confidential information known to the recipient until any
          particular trade secret or confidential information become
          generally known (through no fault of the recipient), whereupon
          the restriction on use and disclosure shall cease as to that

                                          -23-


          item.  Information regarding products in development, in test
          marketing or being marketed or promoted in a discrete geographic
          region, which information the Corporation or one of its
          subsidiaries is considering the broader use, shall not be deemed
          generally known until such broader use is actually commercially
          implemented.  As used in this Article, "generally known" means
          known throughout the domestic U.S. industry or, in the case of
          recipient who have job responsibilities outside of the United
          States, the appropriate foreign country or countries' industry.

                    (d)  By acceptance of any offered stock option granted
          under the terms of this Plan, the recipient acknowledges that if
          the recipient were, without authority, to use or disclose the
          Corporation's or any of its subsidiaries' trade secrets or
          confidential information or threaten to do so, the Corporation
          or one of its subsidiaries would be entitled to injunctive and
          other appropriate relief to prevent the recipient from doing so.
          The recipient acknowledges that the harm caused to the
          Corporation by the breach or anticipated breach of this Article
          is by its nature irreparable because, among other things, it is
          not readily susceptible of proof as to the monetary harm that
          would ensue.  The recipient consents that any interim or final
          equitable relief entered by a court of competent jurisdiction
          shall, at the request of the Corporation or one of its
          subsidiaries, be entered on consent and enforced by any court
          having jurisdiction over the recipient, without prejudice to any
          rights either party may have to appeal from the proceedings
          which resulted in any grant of such relief.

                    (e)  If any of the provisions contained in this
          Article shall for any reason, whether by application of existing
          law or law which may develop after the recipient's acceptance of
          an offer of the granting of stock appreciation rights or stock
          options, be determined by a court of competent jurisdiction to
          be overly broad as to scope of activity, duration, or territory,
          the recipient agrees to join the Corporation or any of its
          subsidiaries in requesting such court to construe such provision
          by limiting or reducing it so as to be enforceable to the extent
          compatible with then applicable law.  If any one or more of the
          terms, provisions, covenants, or restrictions of this Article
          shall be determined by a court of competent jurisdiction to be
          invalid, void or unenforceable, then the remainder of the terms,
          provisions, covenants, and restrictions of this Article shall
          remain in full force and effect and shall in no way be affected,
          impaired or invalidated.


                                            -24-



               Please sign the copy of this option and return it to the
          Corporation's Secretary, thereby indicating your understanding
          of and agreement with its terms and conditions.


                                        J & J SNACK FOODS CORP.


          (SEAL)                        BY:
                                        NAME:     Gerald B. Shreiber
                                             TITLE:    President


               I hereby acknowledge receipt of a copy of the foregoing
          stock option and, having read it hereby signify my understanding
          of, and my agreement with, its terms and conditions.


          ______________________________   ______________________________
          (Signature)                        (Date)






















                                          -25-




                                     APPENDIX II

                             NON-QUALIFIED STOCK OPTION


          TO:

                                        NAME



                                       ADDRESS

          DATE: _______________



               You are hereby granted an option, effective as of the date
          hereof, to purchase _______ shares of Common Stock, no par value
          per share (the "Common Stock"), of J & J Snack Foods Corp. (the
          "Corporation") at a price of $_______ per share pursuant to the
          Corporation's Stock Option Plan (the "Plan") adopted by the
          Corporation's Board of Directors, effective November 26, 2002.
          Your option may first be exercised on and after one year from
          the date of this option but not before that time.  This option
          shall terminate and is not exercisable after _________, 20__
          (the "Scheduled Termination Date"), except if terminated earlier
          as hereafter provided.

               You may exercise your option by giving written notice to
          the Secretary of the Corporation on forms supplied by the
          Corporation at its then principal executive office, accompanied
          by payment of the option price for the total number of shares
          you specify that you wish to purchase.  The payment may be in
          any of the following forms:  (a) cash, which may be evidenced by
          a check; (b) certificates representing Common Stock which will
          be valued by the Secretary of the Corporation at the fair market
          value per share of the Common Stock (as determined in accordance
          with the Plan) on the last trading day immediately preceding the
          delivery of such certificates to the Corporation, accompanied by
          an assignment of the stock to the Corporation; or (c) any
          combination of cash and Common Stock valued as provided in
          clause (b).  Any assignment of stock shall be in a form and
          substance satisfactory to the Secretary of the Corporation,
          including guarantees of signature(s) and payment of all transfer
          taxes if he deems such guarantees necessary or desirable.  Your

                                          -26-



          option may be exercised under the so-called "cashless" exercise
          provisions set forth in 12 CFR [220.3(e)(4)] if arrangements,
          satisfactory in all respects to the Corporation and approved in
          writing by the Corporation, are made in advance of the option
          exercise.  The Corporation reserves the right to limit the
          number of shares of the Common Stock used for purposes of the
          option exercise.

               Your option will, to the extent not previously exercised by
          you, terminate on the date either (i) except in the case of your
          being employed by the Corporation for a period of in excess of
          ten (10) years and you retire at your normal retirement age, you
          cease to perform services for the Corporation or a subsidiary,
          or (ii) the Corporation or a subsidiary corporation of the
          Corporation delivers or receives notice of an intention to
          terminate the employment relationship, regardless of whether or
          not a different effective date of termination is provided in
          such notice, whether such termination is voluntary or not, but
          not if your termination is due to disability as defined in
          Section 22(e)(3) of the Internal Revenue Code of 1986, as
          amended (the "Code"), or death (but in no event would the option
          terminate later than the Scheduled Termination Date).  After the
          date your service or employment is terminated, as aforesaid, you
          may not exercise this option.  If you are employed by a
          subsidiary corporation of the Corporation, your employment shall
          be deemed to have terminated on the date your employer ceases to
          be a subsidiary corporation of the Corporation, unless you are
          on that date transferred to the Corporation or another
          subsidiary corporation of the Corporation.  Your employment
          shall not be deemed to have terminated if you are transferred
          from the Corporation to a subsidiary corporation of the
          Corporation, or vice versa, or from one subsidiary corporation
          of the Corporation to another subsidiary corporation of the
          Corporation.

               If you die while employed by the Corporation or a
          subsidiary corporation of the Corporation, your legatee(s),
          distributee(s), executor or administrator, as the case may be,
          may, at any time within one year after the date of your death
          (but in no event later than the Scheduled Termination Date),
          exercise the option as to any shares which you had a right to
          purchase and did not purchase during your lifetime.  If your
          employment by the Corporation or a subsidiary corporation of the
          Corporation is terminated by reason of your becoming disabled
          (within the meaning of Section 22(e)(3) of the Code and the
          regulations thereunder), you or your legal guardian or custodian
          may at any time within one year after the date of such


                                          -27-



          termination (but in no event later than the Scheduled Terminated
          Date), exercise the option as to any shares which you had a
          right to purchase and did not purchase prior to such
          termination.  Your executor, administrator, guardian or
          custodian must present proof of his authority satisfactory to
          the Corporation prior to being allowed to exercise this option.

               In the event of any change in the outstanding shares of the
          Common Stock by reason of a stock dividend, stock split,
          combination of shares, recapitalization, merger, consolidation,
          transfer of assets, reorganization, conversion or what the
          Committee deems in its sole discretion to be similar
          circumstances, the number and kind of shares subject to this
          option and the option price for such shares will be
          appropriately adjusted in a manner to be determined in the sole
          discretion of the Committee.

               This option is not transferable otherwise than by will or
          the laws of descent and distribution, and is exercisable during
          your lifetime only by you. Until the option price has been paid
          in full pursuant to due exercise of this option and the
          purchased shares are delivered to you, you do not have any
          rights as a shareholder of the Corporation.  The Corporation
          reserves the right not to deliver to you the shares purchased by
          virtue of exercise of this option during any period of time in
          which the Corporation deems, in its sole discretion, that such
          delivery would violate a federal, state, local or securities
          exchange rule, regulation or law.

               Notwithstanding anything to the contrary contained herein,
          this option is not exercisable if the following event occurs and
          during the following periods of time:

               During any period of time in which the Corporation
               deems that the exercisability of this option, the
               offer to sell the shares optioned hereunder, or the
               sale thereof, may violate a federal, state, local or
               securities exchange rule, regulation or law, or may
               cause the Corporation to be legally obligated to issue
               or sell more shares than the Corporation is legally
               entitled to issue or sell.

               At the time of issuance of securities pursuant to this
          Plan, the Corporation may require such restrictions, legends or
          other provisions as it deems necessary to comply with any
          federal or state securities law.


                                          -28-




               It is the intention of the Corporation and you that this
          option shall not be an "incentive stock option" as that term is
          used in Section 422 of the Code and the regulations thereunder.

               This option shall be subject to the terms of the Plan in
          effect on the date this option is granted, which terms are
          hereby incorporated herein by reference and made a part hereof.
          In the event of any conflict between the terms of this option
          and the terms of the Plan in effect on the date of this option,
          the terms of the Plan shall govern.  This option constitutes the
          entire understanding between the Corporation and you with
          respect to the subject matter hereof and no amendment,
          modification or waiver of this option, in whole or in part,
          shall be binding upon the Corporation unless in writing and
          signed by the Chief Executive Officer of the Corporation.  This
          option and the performances of the parties hereunder shall be
          construed in accordance with and governed by the laws of the
          State of New Jersey.

               Please sign the copy of this option and return it to the
          Corporation's Secretary, thereby indicating your understanding
          of and agreement with its terms and conditions.

                                        J & J SNACK FOODS CORP.



            (SEAL)                 BY: ________________________________
                                   NAME:     Gerald B. Shreiber
                                   TITLE:    President



          I hereby acknowledge receipt of a copy of the foregoing stock
          option and, having read it hereby signify my understanding of,
          and my agreement with, its terms and conditions.



          ______________________________   ______________________________
          (Signature)                        (Date)






                                          -29-





                                         Exhibit 23.1




          CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

             We have issued our report dated November 5, 2003

             accompanying the consolidated financial statements included

             in the Annual Report of J&J Snack Foods Corp. on Form 10-K

             for the fiscal year ended September 27, 2003 which is

             incorporated by reference in this Registration Statement.

             We consent to the incorporation by reference in the

             Registration Statement of the aforementioned report.

              /s/GRANT THORNTON LLP

             Philadelphia, Pennsylvania

             December 18, 2003




















                                                  -30-