J&J Snack Foods Corp.

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                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                      FORM 10-K
          (Mark One)
           X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
               For the fiscal year ended September 25, 1999

                                          OR

                 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                    SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
               For the transition period from   to

                             Commission File No. 0-14616

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

                           New Jersey                22-1935537
                  (State or other jurisdiction        (I.R.S. Employer
                  incorporation or organization)      Identification No.)

                     6000 Central Highway
                    Pennsauken, New Jersey                   08109
             (Address of principal executive offices)          (Zip Code)

                                 Registrant's telephone number
                              including area code:(856-665-9533)

             Securities registered pursuant to Section 12(b) of the Act:

            Common Stock, par value: None                   None
                (Title of each class)             (Name of each exchange
                                                    on which registered)

          Securities registered pursuant to Section 12(g) of the Act: None

               Indicate by check mark whether the Registrant (1) has filed all
          reports required to be filed by Section 13 or 15(d) of the Securities
          Exchange Act of 1934 during the preceding 12 months and (2) has been
          subject to such filing requirements for the past 90 days.
          Yes  [X]    No  [ ]

               Indicate by check mark if disclosure of delinquent filers
          pursuant to Item 405 of Regulation S-K is not contained herein, and
          will not be contained, to the best of the registrant's knowledge, in
          definitive proxy or information statements incorporated by reference
          in Part III of this Form 10-K or any amendment to this Form 10-K [ ]

               As of November 30, 1999, the latest practicable date, 9,007,435
          shares of the Registrant's common stock were issued and outstanding.
          The aggregate market value of shares held by non-affiliates of the
          Registrant on such date was $122,310,914 based on the last price on
          that date of $18.75 per share, which is an average of bid and asked
          prices.

                         DOCUMENTS INCORPORATED BY REFERENCE

               The Registrant's 1999 Annual Report to Shareholders for the
          fiscal year ended September 25, 1999 and Proxy Statement for its
          Annual Meeting of Shareholders to be held on February 3, 2000 are
          incorporated herein by reference into Parts I, II, III, and IV as set
          forth herein.




                                 J & J SNACK FOODS CORP.
                             1999 FORM 10-K ANNUAL REPORT
                                   TABLE OF CONTENTS
                                         PART I

                                                                  Page


          Item 1    Business . . . . . . . . . . . . . . . . . . .  1

          Item 2    Properties . . . . . . . . . . . . . . . . . . 10

          Item 3    Legal Proceedings. . . . . . . . . . . . . . . 11

          Item 4    Submission Of Matters To A Vote Of Security
                    Holders. . . . . . . . . . . . . . . . . . . . 11

                    Executive Officers Of The Registrant . . . . . 12

                                       PART II

          Item 5    Market For Registrant's Common Stock And
                    Related Stockholder Matters. . . . . . . . . . 14

          Item 6    Selected Financial Data. . . . . . . . . . . . 14

          Item 7    Management's Discussion And Analysis Of Finan-
                    cial Condition And Results Of Operations . . . 14
          Item 7a   Quantitative And Qualitative Disclosures
                    About Market Risk. . . . . . . . . . . . . . . 15

          Item 8    Financial Statements And Supplementary Data. . 16

          Item 9    Changes In And Disagreements With Accountants
                    On Accounting And Financial Disclosure . . . . 16

                                      PART III

          Item 10   Directors And Executive Officers Of The
                    Registrant . . . . . . . . . . . . . . . . . . 17

          Item 11   Executive Compensation . . . . . . . . . . . . 17

          Item 12   Security Ownership Of Certain Beneficial
                    Owners And Management. . . . . . . . . . . . . 17

          Item 13   Certain Relationships And Related Transactions 17

                                       PART IV

          Item 14   Exhibits, Financial Statement Schedules And
                    Reports On Form 8-K. . . . . . . . . . . . . . 18


          Item 1.  Business

          General

               J & J Snack Foods Corp. (the "Company" or "J & J")
          manufactures nutritional snack foods which it markets nationally
          to the food service and retail supermarket industries.  Its
          principal snack food products are soft pretzels marketed
          principally under the brand name SUPERPRETZEL. J & J believes it
          is the largest manufacturer of soft pretzels in the United
          States. The Company also markets frozen beverages to the food
          service industry under the brand names ICEE and ARCTIC BLAST in
          the United States, Mexico and Canada. Other snack products
          include Italian ice and frozen juice treats and desserts,
          churros (a Hispanic pastry), funnel cake, popcorn and bakery
          products.

               The Company's sales are made primarily to food service
          customers including snack bar and food stand locations in
          leading chain, department, discount, warehouse club and
          convenience stores; malls and shopping centers; fast food
          outlets; stadiums and sports arenas; leisure and theme parks;
          movie theatres; independent retailers; and schools, colleges and
          other institutions. The Company's retail supermarket customers
          are primarily supermarket chains.  The Company sells direct to
          the public through its chains of specialty snack food retail
          outlets, BAVARIAN PRETZEL BAKERY and PRETZEL GOURMET, located
          primarily in the Mid-Atlantic States.

               The Company was incorporated in 1971 under the laws of the
          State of New Jersey.

          Products in the Snack Foods Segment

          Soft Pretzels

               The Company's soft pretzels are sold under many brand
          names; some of which are: SUPERPRETZEL, MR. TWISTER, SOFT
          PRETZEL BITES, SOFTSTIX, SOFT PRETZEL BUNS, HOT KNOTS, DUTCH
          TWIST, TEXAS TWIST and SANDWICH TWIST and; to a lesser extent,
          under private labels.  The Company sells its soft pretzels to
          the food service and the retail supermarket industries and
          direct to the public through BAVARIAN PRETZEL BAKERY and PRETZEL
          GOURMET, its chains of specialty snack food retail outlets. The
          Company's soft pretzels qualify under USDA regulations as the
          nutritional equivalent of bread for purposes of the USDA school
          lunch program, thereby enabling a participating school to obtain
          partial reimbursement of the cost of the Company's soft pretzels


                                            1



          from the USDA. Soft pretzel sales, including those sold through
          the Company's retail stores, amounted to 32% and 34% of the
          Company's revenue in fiscals 1999 and 1998, respectively.

               The Company's soft pretzels are manufactured according to a
          proprietary formula.  Soft pretzels, ranging in size from one to
          ten ounces in weight are shaped and formed by the Company's
          proprietary twister machines.  These soft pretzel tying machines
          are automated, high speed machines for twisting dough into  the
          traditional pretzel shape. Soft pretzels in customized shapes
          and sizes and with fillings are extruded or shaped by hand.
          Soft pretzels, after processing, are primarily quick-frozen in
          either raw or baked form and packaged for delivery.

               The Company's food service marketing program includes
          supplying ovens, mobil merchandisers, display cases, warmers and
          similar merchandising equipment to the retailer to prepare and
          promote the sale of soft pretzels.  Some of this equipment is
          proprietary, including combination warmer and display cases that
          reconstitute frozen soft pretzels while displaying them, thus
          eliminating the need for an oven.  The Company retains ownership
          of the equipment placed in customer locations and, as a result,
          customers are not required to make an investment in equipment.

          Frozen Juice Treats and Desserts

               The Company's frozen juice treats and desserts are marketed
          primarily under the ICEE, FROSTAR, SHAPE-UPS, MAZZONE'S, MAMA
          TISH'S and LUIGI'S brand names to the food service and to the
          retail supermarket industries.  Frozen juice treat and dessert
          sales were 16% and 15% of the Company's revenue in fiscal years
          1999 and 1998, respectively.

               The Company's SHAPE-UPS and MAZZONE frozen juice bars are
          manufactured from an apple or pear juice base to which water,
          sweeteners, coloring (in some cases) and flavorings are added.
          The juice bars contain two to three ounces of apple or pear
          juice and the minimum daily requirement of vitamin C, and
          qualify as reimbursable items under the USDA school lunch
          program.  The juice bars are produced in various flavors and are
          packaged in a sealed push-up paper container referred to as the
          Milliken M-pak, which the Company believes has certain sanitary
          and safety advantages.

               The FROSTAR product line includes frozen juice and other
          frozen desserts on a stick and in a cup.  The juice bar and
          FROSTAR products are sold primarily to the school portion of the
          food service industry.

               LUIGI'S Real Italian Ice and MAMA TISH'S Italian Ice and

                                            2



          Sorbets are sold to the foodservice and to the retail
          supermarket industries. They are manufactured from water,
          sweeteners and fruit juice concentrates in various flavors and
          are packaged in plastic cups for retail supermarket and
          foodservice and in four and eight ounce squeeze up tubes for
          foodservice.

               ICEE Squeeze Tubes are sold to the foodservice and to the
          retail supermarket industries.  Designed to capture the
          carbonated frozen taste of a traditional ICEE drink, they are
          packaged in three and four ounce squeeze up tubes.

          Churros

               The Company sells frozen churros under the TIO PEPE'S brand
          name to both the food service and retail supermarket industries,
          primarily in the Western and Southwestern United States.  Churro
          sales were 5% and 4% of the Company's sales in fiscal 1999 and
          1998, respectively. Churros are Hispanic donuts in stick form
          which the Company produces in several sizes according to a
          proprietary formula.  The churros are deep fried, frozen and
          packaged.  At food service point-of-sale they are reheated and
          topped with a cinnamon sugar mixture. The Company also sells
          fruit and creme filled churros. The Company supplies churro
          merchandising equipment similar to that used for its soft
          pretzels.

          Baked Goods



































































































               The Company has a contract and private label bakery
          business which manufactures cookies, muffins and other baked
          goods for third parties. In addition, the Company produces and
          markets these products under its own brand names, including MRS.
          GOODCOOKIE, CAMDEN CREEK BAKERY and PRETZELCOOKIE.  Baked goods
          sales amounted to 12% and 10% of the Company's sales in fiscals
          1999 and 1998, respectively.

          Other Products

               The Company also markets to the food service industry and
          direct to the public other products including soft drinks,
          funnel cakes sold under the FUNNEL CAKE FACTORY brand name,
          popcorn sold under the AIRPOPT brand name, as well as smaller
          amounts of various other food products.

          Products in the Frozen Beverage Segment

          Frozen Beverages

               The Company markets frozen beverages to the food service

                                          3



          industry under the names ICEE and ARCTIC BLAST in the United
          States, Mexico and Canada.  The Company sells direct to the
          public through BAVARIAN PRETZEL BAKERY and PRETZEL GOURMET, its
          chains of specialty snack food retail outlets. Frozen beverage
          business sales amounted to 32% of revenue in fiscal 1999 and 32%
          of revenue in fiscal 1998.  Under the Company's marketing
          program, it installs frozen beverage dispensers at customer
          locations and thereafter services the machines, arranges to
          supply customers with ingredients required for production of the
          frozen beverages, and supports customer retail sales efforts
          with in-store promotions and point-of-sale materials. In most
          cases, the Company retains ownership of its dispensers and, as a
          result, customers are not required to make an investment in
          equipment or arrange for the ingredients and supplies necessary
          to produce and market the frozen beverages.  In fiscal 1999 the
          Company began providing installation and maintenance service
          only to a large quick service restaurant, which resulted in the
          increase of Customer Owned beverage dispensers in 1999.

               Each new customer location requires a frozen beverage
          dispenser supplied by the Company or by the customer.  Company
          supplied dispensers are purchased from outside vendors,
          built new or rebuilt by the Company at an approximate cost of
          $6,000 each. The following shows the number of Company owned and
          customer owned frozen beverage dispensers at customer locations
          at the dates indicated:

                                 Company Owned   Customer Owned   Total
          September 27, 1997         8,546            711         9,257
          September 26, 1998        16,520            223        16,743
          September 25, 1999        18,056          4,342        22,398

               The Company has the rights to market and distribute frozen
          beverages under the name ICEE to all of the Continental United
          States, except for portions of eleven states.

          Customers


               The Company sells its products to two principal customer
          groups:  food service and retail supermarkets. The primary
          products sold to the food service group are soft pretzels,
          frozen beverages, frozen juice treats and desserts, churros and
          baked goods.  The primary products sold to the retail
          supermarket industry are soft pretzels and Italian ice.
          Additionally, the Company sells soft pretzels, frozen beverages
          and various other food products direct to the public
          through BAVARIAN PRETZEL BAKERY and PRETZEL GOURMET, its chains
          of specialty snack food retail outlets.


                                          4



               The Company's customers in the food service industry
          include snack bars and food stands in chain, department and
          discount stores such as KMart, Walmart, Bradlees and Target;
          malls and shopping centers; fast food outlets; stadiums
          and sports arenas; leisure and theme parks such as Disneyland,
          Walt Disney World, Opryland, Universal Studios, Sea World, Six
          Flags, Hershey Park and Busch Gardens; convenience stores such
          as 7-Eleven, Circle K, AM/PM, White Hen Pantry and Wawa; movie
          theatres; warehouse club stores such as Sam's Club, Costco and
          B.J.'s; schools, colleges and other institutions; and
          independent retailers such as Mrs. Fields. Food service
          concessionaires purchasing soft pretzels and other products from
          the Company for use in sports arenas and for institutional meal
          services include ARAMARK, Ogden, Service America, Sportservice,
          Marriott and Volume Services.  Machines and machine parts are
          sold to other food and beverage companies.  Within the food
          service industry, the Company's products are purchased by the
          consumer primarily for consumption at the point-of-sale.

               The Company sells its products to over 90% of supermarkets
          in the United States.  Products sold to retail supermarket
          customers are primarily soft pretzel products, including
          SUPERPRETZEL, LUIGI'S Real Italian Ice and MAMA TISH'S Italian
          Ice and sorbets and ICEE Squeeze Up Tubes. Within the retail
          supermarket industry, the Company's frozen and prepackaged
          products are purchased by the consumer for consumption at home.

          Marketing and Distribution

               The Company has developed a national marketing program for
          its products. For food service customers, this marketing program
          includes providing ovens, mobile merchandisers, display cases,
          warmers, frozen beverage dispensers and other merchandising
          equipment for the individual customer's requirements and
          point-of-sale materials as well as participating in trade shows
          and in-store demonstrations.  The Company's ongoing advertising
          and promotional campaigns for its retail supermarket products
          include trade shows, newspaper advertisements with coupons,
          in-store demonstrations, billboards and, periodically,
          television advertisements.

               The Company's products are sold through a network of about
          180 food brokers and over 1,000 independent sales distributors
          and the Company's own direct sales force.  The Company maintains
          frozen warehouse and distribution facilities in Pennsauken, New
          Jersey; Vernon (Los Angeles) California; Scranton, Pittsburgh,
          Hatfield and Lancaster, Pennsylvania; and Solon, Ohio. Frozen
          beverages are distributed from 96 warehouse and distribution
          facilities located in 41 states, Mexico and Canada which allow

                                            5




          the Company to directly service its customers in the surrounding
          areas.  The Company's products are shipped in refrigerated and
          other vehicles from the Company's manufacturing and warehouse
          facilities on a fleet of Company operated tractor-trailers,
          trucks and vans, as well as by independent carriers.

          Seasonality

               The Company's sales are seasonal because frozen beverage
          sales and Italian ice sales are generally higher during the
          warmer months and sales of the Company's retail stores are
          generally higher in the Company's first quarter during the
          holiday shopping season.

          Trademarks and Patents

               The Company has numerous trademarks, the most important of
          which are SUPERPRETZEL, DUTCH TWIST, TEXAS TWIST, MR. TWISTER,
          SOFT PRETZEL BITES and SOFTSTIX for its soft pretzel products;
          FROSTAR, SHAPE-UPS, MAZZONE'S, MAMA TISH'S and LUIGI'S for its
          frozen juice treats and desserts; TIO PEPE'S for its churros;
          ARCTIC BLAST for its frozen beverages; FUNNEL CAKE FACTORY for
          its funnel cake products, and MRS. GOODCOOKIE and CAMDEN CREEK
          for its baked goods. The trademarks, when renewed and
          continuously used, have an indefinite term and are considered
          important to the Company as a means of identifying its products.

               The Company markets frozen beverages under the trademark
          ICEE in all of the Continental United States, except for
          portions of eleven states, and in Mexico and Canada.
          Additionally, the Company has the international rights to the
          trademark ICEE.

               The Company has numerous patents related to the
          manufacturing and marketing of its products.

          Supplies

               The Company's manufactured products are produced from raw
          materials which are readily available from numerous sources.
          With the exception of the Company's soft pretzel twisting
          equipment and funnel cake production equipment, which are made
          for J & J by independent third parties, and certain specialized
          packaging equipment, the Company's manufacturing equipment is
          readily available from various sources. Syrup for frozen
          beverages is purchased from the Coca Cola Company, the Pepsi
          Cola Company, and Western Syrup Company. Cups, straws and lids
          are readily available from various suppliers. Parts for frozen
          beverage dispensing machines are manufactured internally and
          purchased from other sources.  Frozen beverage dispensers are

                                          6



          purchased from IMI Cornelius, Inc.

          Competition

               Snack food and baked goods markets are highly competitive.
          The Company's principal products compete against similar and
          different food products manufactured and sold by numerous other
          companies, some of which are substantially larger and have
          greater resources than the Company. As the soft pretzel, frozen
          juice treat and dessert, baked goods and related markets grow,
          additional competitors and new competing products may enter the
          markets. Competitive factors in these markets include product
          quality, customer service, taste, price, identity and brand name
          awareness, method of distribution and sales promotions.

               The Company believes it is the only national distributor of
          soft pretzels. However, there are numerous regional and local
          manufacturers of food service and retail supermarket soft
          pretzels. Competition is also increasing in that there are
          several chains of retail pretzel stores which have been
          aggressively expanding over the past several years. These chains
          compete with the Company's products.

               In Frozen Beverages the Company competes directly with
          other frozen beverage companies.  These include several
          companies which have the right to use the ICEE name in portions
          of eleven states.  There are many other regional frozen beverage
          competitors throughout the country and one large retail chain
          which uses its own frozen beverage brand.

               The Company competes with large soft drink manufacturers
          for counter and floor space for its frozen beverage dispensing
          machines at retail locations and with products which are more
          widely known than the ICEE and ARCTIC BLAST frozen beverages.

               The Company competes with a number of other companies in
          the frozen juice treat and dessert and baked goods markets.

          Divestitures

               During the third quarter of fiscal year 1995, the Company
          sold its syrup and flavor manufacturing subsidiary, Western
          Syrup Company, to an unrelated third party for cash and notes.
          The sale of Western did not have a material impact on the
          Company's operations or financial position.
          Employees


          The Company had approximately 2,050 full and part time employees
          as of September 25, 1999. Certain production and distribution

                                          7




          employees at the Pennsauken plant are covered by a collective
          bargaining agreement which expires in September 2002.  The
          Company considers its employee relations to be good.

          Year 2000

               The Year 2000 ("Y2K") issue is the result of computer
          programs using a two-digit format, as opposed to four digits, to
          indicate the year. Such computer programs will be unable to
          interpret dates beyond the year 1999, which could cause a system
          failure or other computer errors, leading to disruptions in
          operations.

               In 1997 the Company commenced a program to evaluate and
          determine the potential impact of Y2K issues on its operations
          and the need to modify or replace its existing computer systems.
          The scope of the program encompassed all phases of the
          operational activities of the Company and its subsidiaries. In
          1998 the program was expanded to develop an action plan for the
          resolution of problem issues. The process of resolving problem
          issues is ongoing.  The Company has identified the following
          areas to be critical for Y2K compliance: financial and
          informational systems, manufacturing applications, third-party
          relationships, and what was deemed to include environmental
          areas of concern to include HVAC, telephone and communication
          environments, and security systems.

               The Company has been and is presently implementing enhanced
          financial and informational application systems.  The software
          product is Y2K compliant and will satisfy the majority of the
          informational processing requirements when fully implemented.
          This process is in the final stages of implementation and it is
          anticipated to be fully completed early in 2000. Additionally,
          the Company is implementing a new, and fully Y2K compliant,
          financial reporting system to enhance our future ability to
          manage, control and report on the operation of the business.  It
          is anticipated that this system will be in place by early 2000.
          Although completion of these non critical systems is not
          anticipated to be fully completed until early 2000, management
          believes that this will not cause a disruption in its normal
          business operations. In the manufacturing area, the Company has
          identified areas of exposure.  The third party relationship area
          has been addressed by directly contacting major trading
          partners.  Most of the parties who have so far responded to our
          inquiries indicate that they will be Y2K compliant no later than
          the end of 1999.

               The Company has been utilizing outside consultants to
          augment the efforts of its internal staff to address the Y2K


                                            8




          problem. Specific areas of activity include the Y2K monitoring
          process and additional application programming effort.

               The Company's Y2K compliance costs have not been
          significantly higher than its normal management information
          systems operating costs.









































                                          9



          Item 2.  Properties

               The Company's primary east coast manufacturing facility is
          located in Pennsauken, New Jersey in a 70,000 square foot
          building on a two acre lot.  Soft pretzels and churros are
          manufactured at this company-owned facility which also serves as
          the Company's corporate headquarters. This facility operates at
          approximately 80% of capacity. The Company leases a 101,200
          square foot building adjacent to its manufacturing facility in
          Pennsauken, New Jersey through March 2012.  The Company has
          constructed a large freezer within this facility for warehousing
          and distribution purposes.  The warehouse has a utilization rate
          of 60-90% depending on product demand.  The Company also leases
          through September 2000 16,000 square feet of office and
          warehouse space located next to the Pennsauken, New Jersey
          plant.

               The Company owns a 150,000 square foot building on eight
          acres in Bellmawr, New Jersey.  Approximately 30% of the
          facility is leased to a third party.  The remainder is used by
          the Company to manufacture some of its products including funnel
          cake and pretzels.

               The Company's primary west coast manufacturing facility is
          located in Vernon (Los Angeles), California.  It consists of a
          137,000 square foot facility in which soft pretzels, churros and
          various lines of baked goods are produced and warehoused.
          Included in the 137,000 square foot facility is a 30,000 square
          foot freezer used for warehousing and distribution purposes
          which was constructed in 1996.  The facility is leased through
          November 2010.  The Company leases an additional 15,000 square
          feet of warehouse space, adjacent to its manufacturing facility,
          through May 2002. The manufacturing facility operates at
          approximately 60% of capacity.

               The Company owns a 52,700 square foot building located on
          five acres in Chicago Heights, Illinois which is leased to a
          third party.

               The Company owns a 46,000 square foot frozen juice treat
          and dessert manufacturing facility located on three acres in
          Scranton, Pennsylvania. The facility, which was expanded from
          26,000 square feet in 1998, operates at less than 50% of
          capacity.

               The Company leases a 29,635 square foot soft pretzel
          manufacturing facility located in Hatfield, Pennsylvania.  The
          lease runs through June 2017. The facility operates at
          approximately two thirds of capacity.


                                         10



               The Company leases a 19,200 square foot soft pretzel
          manufacturing facility located in Carrollton, Texas.  The lease
          runs through April 2004.  The facility operates at less than 50%
          of capacity.

               The Company's Bavarian Pretzel Bakery headquarters and
          warehouse and distribution facilities are located in a 11,000
          square foot owned building in Lancaster, Pennsylvania.

               The Company owns a 25,000 square foot facility located on
          11 acres in Hatfield, Pennsylvania which is leased to a third
          party.

               The Company also leases 98 warehouse and distribution
          facilities.

          Item 3.  Legal Proceedings

               The Company has no material pending legal proceedings,
          other than ordinary routine litigation incidental to the
          business, to which the Company or any of its subsidiaries is a
          party or of which any of their property is subject.

          Item 4.  Submission Of Matters To A Vote Of Security Holders

               None.


























                                         11




                        EXECUTIVE OFFICERS OF THE REGISTRANT



               The following is a list of the executive officers of the
          Company and their principal past occupations or employment.  All
          such persons serve at the pleasure of the Board of Directors and
          have been elected to serve until the Annual Meeting of
          Shareholders on February 3, 2000 or until their successors are
          duly elected.

                Name          Age             Position


          Gerald B. Shreiber   58       Chairman of the Board, President,
                                        Chief Executive Officer and
                                        Director
          Dennis G. Moore      44       Senior Vice President, Chief
                                        Financial Officer, Secretary,
                                        Treasurer and Director
          Robert M. Radano     50       Senior Vice President, Sales,
                                        Chief Operating Officer and
                                        Director
          Robyn Shreiber Cook  39       Senior Vice President
          Dan Fachner          39       President of The ICEE Company
                                        Subsidiary

               Gerald B. Shreiber is the founder of the Company and has
          served as its Chairman of the Board, President, and Chief
          Executive Officer since its inception in 1971.  His term as a
          director expires in 2000.

               Dennis G. Moore joined the Company in 1984.  He served in
          various controllership functions prior to becoming the Chief
          Financial Officer in June 1992.  His term as a director expires
          in 2002.

               Robert M. Radano joined the Company in 1972 and in May 1996
          was named Chief Operating Officer of the Company.  Prior to
          becoming Chief Operating Officer, he was Senior Vice President,
          Sales responsible for national foodservice sales of J & J.  His
          term as a director expires in 2001.

               Robyn Shreiber Cook joined the Company in 1982 and in
          February 1996 was named Senior Vice President, West with
          operating and sales responsibilities for the Company's West
          Coast foodservice and bakery business.  Prior to becoming Senior
          Vice President, West she was responsible for Western region food
          service sales.

               Dan Fachner has been an employee of ICEE-USA Corp., which
          was acquired by the Company in May 1987, since 1979. He was

                                            12




          named Senior Vice President of The ICEE Company in April 1994
          and became President in May 1997.

















































                                         13




                                         PART II

          Item 5. Market For Registrant's Common Stock And
                     Related Stockholder Matters


               The Company's common stock is traded on the over-the-counter
          market on the NASDAQ National Market System under the symbol JJSF.
          The following table sets forth the high and low final sale price
          quotations as reported by NASDAQ for the common stock for each
          quarter of the years ended September 26, 1998 and September 25,
          1999.
                                                         High       Low
          Fiscal 1998

             First quarter ended December 30, 1997      17-3/8     13-1/2
             Second quarter ended March 28, 1998        19-1/2     12-1/2
             Third quarter ended June 27, 1998          20-3/4     17-7/8
             Fourth quarter ended September 26, 1998    22-1/4     14-3/4

          Fiscal 1999

             First quarter ended December 26, 1998      22-1/2     15-3/4
             Second quarter ended March 27, 1999        25         19-5/16
             Third quarter ended June 26, 1999          24         19-3/4
             Fourth quarter ended September 25, 1999    24-7/16    20-1/4


               On November 30, 1999, there were 9,007,435 shares of common
          stock outstanding. Those shares were held by approximately 2,200
          beneficial shareholders and shareholders of record.

               The Company has never paid a cash dividend on its common
          stock and does not anticipate paying cash dividends in the
          foreseeable future.

          Item 6.  Selected Financial Data

               The information set forth under the caption "Financial
          Highlights" of the 1999 Annual Report to Shareholders is
          incorporated herein by reference.

          Item 7.  Management's Discussion And Analysis Of
                     Financial Condition And Results Of Operations

               The information set forth under the caption "Management's
          Discussion and Analysis of Financial Condition and Results of
          Operations" of the 1999 Annual Report to Shareholders is
          incorporated herein by reference.



                                          14




          Item 7a. Quantitative And Qualitative Disclosures
                   About Market Risk

               The following is the Company's quantitative and qualitative
          analysis of its financial market risk:

          Interest Rate Sensitivity

               The table below provides information about the Company's
          derivative financial instruments and other financial instruments
          as of September 25, 1999 that are sensitive to changes in interest
          rates.  These instruments include debt obligations and interest
          rate swaps.  For debt obligations, the table presents principal
          cash flows and related weighted-average interest rates by expected
          maturity dates. For interest rate swaps, the table presents
          notional amounts and weighted-average interest rates by expected
          (contractual) maturity dates.  The notional amounts are used to
          calculate the contractual payments to be exchanged under the swap
          contract. Weighted-average variable rates are based on implied
          forward rates in the yield curve at the reporting date.

                                          Expected Maturity Date
                                              ($ in thousands)
                                                          There          Fair
                    2000     2001    2002    2003   2004  after  Total  Value

Liabilities
 Long-term debt
  Fixed rate     $  214  $   178  $  113  $  369  $  -  $5,000 $ 5,874 $ 5,874
    Average
     interest rate 8.18%   8.01%    8.50%   9.27%    -    7.25%   7.46%
  Variable rate  $8,000  $19,000  $8,000  $2,000     -      -  $37,000 $37,000
    Average
     interest rate 5.88%   5.92%    5.88%   5.88%    -      -     5.90%

Interest Rate Swaps
 Receive variable
   /pay fixed    $8,000  $ 8,000  $8,000  $2,000  $  -   $   -  $26,000 $   60
  Average pay rate 6.27%   6.27%    6.27%   6.27%    -       -     6.27%
  Average
   receive rate   6.11%   6.11%    6.11%   6.11%    -       -     6.11%

          Interest Rate Risk

               The Company holds long-term debt with variable interest rates
          indexed to LIBOR, which exposes it to the risk of increased
          interest costs if interest rates rise.  To reduce the risk related
          to unfavorable interest rate movements, the Company enters into
          interest rate swap contracts to pay a fixed rate and receive a
          variable rate that is indexed to LIBOR. The ratio of the swap
          notional amount to the principal amount of variable rate debt
          issued changes periodically based on the Company's ongoing
          assessment of the future trend in interest rate movements.  At
          September 25, 1999, this ratio was 70 percent and no change in the
          ratio is expected at the current time.  The percentage of variable
          rate debt fixed under interest rate swap contracts is expected to
          decrease as scheduled debt payments are made.



                                          15

          Foreign Exchange Rate Risk

               The Company has not entered into any forward exchange
          contracts to hedge its foreign currency rate risk as of September
          25, 1999 because it does not believe its foreign exchange exposure
          is significant.

          Item 8. Financial Statements And Supplementary Data


               The following consolidated financial statements of the
          Company set forth in the 1999 Annual Report to Shareholders are
          incorporated herein by reference:

               Consolidated Balance Sheets as of September 25, 1999 and
                  September 26, 1998
               Consolidated Statements of Earnings for the fiscal years
                  ended September 25, 1999, September 26, 1998 and
                  September 27, 1997
               Consolidated Statement of Stockholders' Equity for the three
                  fiscal years ended September 25, 1999
               Consolidated Statements of Cash Flows for the fiscal years
                  ended September 25, 1999, September 26, 1998 and
                  September 27, 1997
               Notes to Consolidated Financial Statements
               Report of Independent Certified Public Accountants

          Item 9.  Changes In And Disagreements With Accountants On
                   Accounting And Financial Disclosure

               None.








                                            16



                                      PART III


          Item 10.  Directors And Executive Officers Of The Registrant

               Information concerning directors, appearing under the
          captions "Information Concerning Nominee For Election To Board"
          and "Information Concerning Continuing Directors And Executive
          Officers" in the Company's Proxy Statement filed with the
          Securities and Exchange Commission in connection with the Annual
          Meeting of Shareholders to be held on February 3, 2000, is
          incorporated herein by reference.  Information concerning the
          executive officers is included on page 10 following Item 4 in Part
          I hereof.

          Item 11.  Executive Compensation

               Information concerning executive compensation appearing in
          the Company's Proxy Statement under the caption "Management
          Remuneration" is incorporated herein by reference.

          Item 12.  Security Ownership Of Certain Beneficial Owners And
                         Management

               Information concerning the security ownership of certain
          beneficial owners and management appearing in the Company's Proxy
          Statement under the caption "Principal Shareholders" is
          incorporated herein by reference.

          Item 13.  Certain Relationships And Related Transactions

               Not applicable.



















                                            17



                                          PART IV

          Item 14.  Exhibits, Financial Statement Schedules And
                    Reports On Form 8-K

           (a) Financial Statements

               The following are incorporated by reference in Part II of
          this report:

               Report of Independent Certified Public Accountants
               Consolidated Balance Sheets as of September 25, 1999 and
                  September 26, 1998
               Consolidated Statements of Earnings for the fiscal years
                  ended September 25, 1999, September 26, 1998 and
                  September 27, 1997
               Consolidated Statement of Stockholders' Equity for the three
                  fiscal years ended September 26, 1998
               Consolidated Statements of Cash Flows for the fiscal years
                  ended September 25, 1999, September 26, 1998 and
                  September 27, 1997
               Notes to Consolidated Financial Statements

               Financial Statement Schedule

                    The following are included in Part IV of this report:
                                                                  Page
                    Report of Independent Certified Public
                       Accountants on Schedule                     22
                    Schedule:
                      II.  Value and Qualifying Accounts           23


               All other schedules are omitted either because they are not
          applicable or because the information required is contained in the
          financial statements or notes thereto.

             Exhibits


               3.1  Amended and Restated Certificate of Incorporation
                    filed February 28, 1990. (Incorporated by reference
                    from the Company's Form 10-Q dated May 4, 1990.)

               3.2  Amended and  Restated Bylaws  adopted May  15, 1990.
                    (Incorporated by reference  from the  Company's Form
                    10-Q dated August 3, 1990.)




                                          18




               4.1  New Jersey Economic Development Authority Economic
                    Development Revenue Bonds Trust Indenture dated as
                    of December 1, 1991. (Incorporated by reference from
                    the Company's 10-K dated December 18, 1992.)

               4.2  Credit Agreement dated as of December 5, 1997 by and
                    among J & J Snack Foods Corp. and Certain of its
                    Subsidiaries, as borrowers,  Mellon Bank, N.A. and
                    Corestates Bank, N.A., as lenders, and Mellon Bank,
                    N.A. as Administrative Agent (Incorporated by
                    reference from the Company's 10-K dated December 21,
                    1998).

               10.1 Proprietary Exclusive Manufacturing Agreement dated
                    July 17, 1984 between J & J Snack Foods Corp. and
                    Wisco Industries, Inc.(Incorporated by reference
                    from the Company's Form S-1 dated February 4, 1986,
                    file no. 33-2296).

               10.2*J & J Snack Foods Corp. Stock Option Plan.
                    (Incorporated by reference from the Company's Form
                    S-8 dated July 24, 1992, file no. 33-50036.)

               10.3*J & J Snack Foods Corp. 401(k) Profit Sharing Plan,
                    As Amended, Effective January 1, 1989.
                    (Incorporated by reference from the Company's 10-K
                    dated December 18, 1992.)

               10.4*First, Second and Third Amendments to the J & J
                    Snack Foods Corp. 401(k) Profit Sharing Plan.
                    (Incorporated by reference from the Company's 10-K
                    dated December 19, 1996).

               10.6 Lease dated September 24, 1991 between J & J Snack
                    Foods Corp. of New Jersey and A & H Bloom
                    Construction Co. for the 101,200 square foot
                    building next to the Company's manufacturing
                    facility in Pennsauken, New Jersey. (Incorporated by
                    reference from the Company's Form 10-K dated
                    December 17, 1991).

               10.7 Lease dated August 29, 1995 between J & J Snack
                    Foods Corp. and 5353 Downey Associated Ltd for the
                    lease of the Vernon, CA facility. (Incorporated by
                    reference from the Company's Form 10-K dated
                    December 21, 1995).

               10.8*J & J Snack Foods Corp. Employee Stock Purchase Plan
                    (Incorporated by reference from the Company's Form
                    S-8 dated May 16, 1996).


                                          19




               13.1 Company's 1999 Annual Report to Shareholders (except
                    for the captions and information thereof expressly
                    incorporated by reference in this Form 10-K, the
                    Annual Report to Shareholders is provided solely for
                    the information of the Securities and Exchange
                    Commission and is not deemed "filed" as part of the
                    Form 10-K.) (Page 24.)

               22.1 Subsidiaries of J & J Snack Foods Corp. (Page 57.)

               24.1 Consent of Independent Certified Public Accountants.
                    (Page 58.)

               27.1 Financial Data Schedule. (Page 59.)


          *Compensatory Plan

          (b) Reports on Form 8-K

             No reports on Form 8-K have been filed by the Company during
          the last quarter of the period covered by this report.




























                                          20




                                           SIGNATURES




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


                                             J & J SNACK FOODS CORP.

          December 21, 1999                  By /s/ Gerald B. Shreiber
                                                Gerald B. Shreiber,
                                                Chairman of the Board,
                                                President, Chief Executive
                                                Officer and Director


              Pursuant to the requirements of the Securities Exchange Act of
          1934, this report has  been signed below by the  following persons
          on behalf of the Registrant and in the capacities and on the dates
          indicated.

          December 21, 1999                /s/ Robert M. Radano
                                           Robert M. Radano, Senior Vice
                                           President, Sales, Chief
                                           Operating Officer and Director

          December 21, 1999                /s/ Dennis G. Moore
                                           Dennis G. Moore, Senior Vice
                                           President, Chief Financial
                                           Officer and Director

          December 21, 1999                /s/ Stephen N. Frankel
                                           Stephen N. Frankel, Director

          December 21, 1999                /s/ Peter G. Stanley
                                           Peter G. Stanley, Director

          December 21, 1999                /s/ Leonard M. Lodish
                                           Leonard M. Lodish, Director




                                          21









                       REPORT OF INDEPENDENT CERTIFIED PUBLIC
                               ACCOUNTANTS ON SCHEDULE







          Board of Directors
          J & J Snack Foods Corp.



              In connection with our audit of the consolidated financial

          statements of J & J Snack Foods Corp. and Subsidiaries referred to

          in our report dated November 2, 1999 which is included in the

          Annual Report to Shareholders and incorporated by reference in

          Part II of this form, we have also audited Schedule II for each of

          the three years in the period ended September 25, 1999.  In our

          opinion, this schedule presents fairly, in all material respects,

          the information required to be set forth therein.



                                       GRANT THORNTON LLP




          Philadelphia, Pennsylvania
          November 2, 1999









                                          22











  SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

Year      Description                Opening Charged to              Closing
                                     balance   expense  Deductions   Balance
1999 Allowance for doubtful accounts $597,000 $321,000  $112,000(1) $806,000

1998 Allowance for doubtful accounts  392,000  250,000    45,000(1)  597,000

1997 Allowance for doubtful accounts  257,000  252,000   117,000(1)  392,000



(1) Write-off uncollectible accounts receivable.















                             23








         J&J Snack Foods

         1999 Annual Report

         Niche Snack Foods & Beverages

         6000 Central Highway Pennsauken, NJ  08109  (856) 665-9533
         www.jjsnack.com


         Profile

         J&J Snack Foods Corp. is a manufacturer, marketer and distributor
         of an expanding variety of nutritional, popularly priced, branded
         niche snack foods and beverages for the food service and retail
         supermarket industries. The Company is listed on the NASDAQ
         exchange as "JJSF," and serves both national and international
         markets.

         Our growing portfolio of products includes soft pretzels; frozen
         beverages; frozen juice bars and desserts; churros, a cinnamon
         pastry; funnel cakes; cookies and bakery goods; and other snack
         foods and drinks. Consumers can enjoy these tasty products in a
         variety of settings, including:
         * Snack bars and food stands in leading chain, department,
         discount and convenience stores
         * Malls and shopping centers
         * Fast food outlets
         * Stadiums and sports arenas
         * Leisure and theme parks
         * Movie theatres
         * Schools and colleges
         * Business and industry and other institutions
         * Supermarkets and warehouse club stores

         As we prepare for the future, J&J Snack Foods Corp. plans to
         continue expanding its unique product offerings and market niches,
         capitalizing on new opportunities wherever they may be found.


         Contents
         Financial Highlights      1
         President's Letter        2
         Soft Pretzels             4
         Frozen Beverages          7
         Frozen Desserts           9
         Other Snacks             10
         Financial Information    13
         Corporate Information    28


         Financial Highlights


                                          Fiscal year ended in September
                                     (In thousands, except per share data)
                               1999      1998      1997      1996      1995
         Net Sales           $288,439  $262,390  $220,318  $186,018  $185,362
         Net Earnings         $14,264   $11,850    $8,159    $5,843    $5,804
         Total Assets        $213,680  $213,261  $136,827  $123,128  $123,309
         Long-Term Debt       $34,660   $48,199    $5,028    $5,010    $5,011
         Stockholders'Equity $131,169  $119,681  $105,904   $96,708   $96,084
         Common Share Data
         Earnings Per
           Diluted Share        $1.50     $1.26      $.91      $.65      $.61
         Earnings Per
           Basic Share          $1.58     $1.32      $.93      $.65      $.62
         Book Value Per Share  $14.57    $13.25    $11.97    $11.05    $10.53
         Common Shares
            Outstanding
            At Year End         9,000     9,036     8,850     8,749     9,126


         President's Letter

         By most any standards, 1999 was a terrific year for J&J Snack
         Foods Corp. For the 28th consecutive year we achieved record
         sales, and earnings were the highest in our history. AGAIN!! Seems
         like I've started this same message before...and stated it
         proudly, too. Our performance and long-term vision, when viewed in
         the bigger picture, speaks for itself. Speaking of
         performance...for the last three years ended September 1999, sales
         have increased from $186 million to $288 million, an increase of
         55%, while net earnings have grown at a compounded annual growth
         rate of over 34%. Our EBITDA (net earnings before income taxes,
         interest expense, depreciation and amortization) exceeded $50
         million for fiscal year 1999.

         1999 Results in Brief:
              * Sales increased 10% to $288,439,000 from $262,390,000
              * Net earnings jumped 20% to $14,264,000 from $11,850,000
              * Operating income increased 22% to $24,963,000 from $20,461,000
              * EPS climbed 19% to $1.50 per share from $1.26

         GBS 101=Good Business Sense

         That's what we use in fulfilling our mission. Good Business Sense.
         Without it, all the strategic modeling won't get you to the
         continued success and the kind of results we had in 1999. We
         achieved these results by applying the same grueling work
         standards and culture adherence we have established and followed
         for the last 28 years.

         Criteria for Success

         Long ago, we established simple but effective criteria that have
         been the cornerstone and pillars for our success. This strategy
         includes:
              * Produce quality "niche" products
              * Be the low cost producer
              * Leadership in sales, marketing and distribution

         A continued adherence and discipline to these criteria--now
         recognized clearly as strengths--have been the primary reasons for
         our overall business success. Last year, we continued our efforts
         in growing our niche products in each of our key business areas.
         This was led by SUPERPRETZEL soft pretzels and our ICEE frozen
         beverage business, as well as our other leading niche snack food
         products including TIO PEPE'S churros, FUNNEL CAKE FACTORY funnel
         cakes and frozen cookie dough under the brand names MRS.
         GOODCOOKIE and CAMDEN CREEK. Additionally, we increased category
         growth and leadership in specialty frozen juice bars and desserts.

         Soft Pretzels--Hard Sales

         Although experiencing modest growth, soft pretzel sales were
         enhanced by expansion of specialty line extension categories and
         more aggressive consumer marketing programs. Our BAVARIAN PRETZEL
         BAKERY stores improved profitability through more efficient
         operating performance. Internal growth of our fresh baked soft
         pretzels and potentially lucrative shelf stable business was
         further enhanced with our continued R&D efforts and an acquisition
         completed shortly after our fiscal year ended.

         Dough Making

         Both churro and funnel cake sales were expanded due in large part
         to improved manufacturing processes and product enhancements. Our
         Bakery had another good year with solid growth and increased
         profitability. Our raw cookie dough business, initiated just a
         year earlier under the MRS. GOODCOOKIE brand, grew significantly
         and was complemented by the acquisition of CAMDEN CREEK BAKERY in
         February of 1999.

         A Hot Year

         Frozen juice bars and desserts, under the SHAPE UPS, LUIGI'S, MAMA
         TISH'S and ICEE brands, had an excellent year. Volume and sales
         grew a healthy 13%. Manufacturing efficiencies from our newly
         expanded state-of-the-art facility generated increased
         profitability.

         ICEE: The Vision and Opportunity--Part II

         ICEE had another excellent year. Sales increased over 9% and
         profits grew significantly. The strategic alliance with The Coca-
         Cola Company, the world's leading soft drink company, is creating
         new and varied opportunities in building and expanding this niche
         beverage company.

         During 1999 ICEE initiatives included...
              * Establishing an infrastructure partnership with Coca-Cola
         to provide technical service and support for all Coca-Cola frozen
         beverage initiatives.
              * New staff, equipment and technology that provided for the
         smooth installation of frozen drink machines in several thousand
         fast food restaurants.
              * The introduction of several new beverage products
         including:
                   - SMOOTHEE by ICEE: currently being test marketed in
         schools and food service locations.
                   - JAVA FREEZE: a frozen beverage coffee drink being sold
         through restaurants and convenience stores.

         Our Strengths: Past--Present--Future

         Simple, but effective. Niche products, low cost producer, strong
         sales, marketing and distribution, complemented by strategic
         alliances and partnerships with world-class companies. These are
         the methods that have served us well in the past and present. And,
         even more excitingly, will serve us well for the future. We are
         building a strong company with solid and growing business skills.
         We are complementing these strengths with corresponding strategic
         relationships with world-class partners who are leaders in their
         categories and share similar values. We expect these partnerships
         and strengths to provide future benefits for our company and its
         shareholders.

         In December 1999 we entered into a long term strategic partnership
         with The Minute Maid Company whereby we will produce, sell and
         distribute our extended line of frozen juice products under the
         Minute Maid and Hi-C brand names. This is yet another example of
         our commitment to extend our niches and grow our businesses.

         Gerald B. Shreiber
         President and Chairman
         December 1, 1999


         SUPERPRETZEL: The Superpower of Soft Pretzels

         J&J Snack Foods Corp. is a leader in the manufacturing, marketing
         and distribution of niche snack foods. As the world's largest
         manufacturer of soft pretzel products, we lead the category with
         our flagship brand, SUPERPRETZEL, America's Favorite Soft Pretzel.
         Leveraging SUPERPRETZEL's brand equity to provide value to our
         customers, we're pioneering new territory with a diverse menu of
         shaped, flavored and filled soft pretzel products. Responding to
         the public's increasingly adventurous taste for unique snacks that
         satisfy both the imagination and the appetite, this taste-tempting
         fare includes innovative products such as SUPERPRETZEL SOFTSTIX
         cheese-filled soft pretzel sticks, SUPERPRETZEL SOFT PRETZEL BITES
         and other proprietary and custom-shaped pretzels.

         Consumers of all shapes and sizes snap up SUPERPRETZEL products
         every day at tens-of-thousands of high-traffic locations
         nationwide. Inside malls and shopping centers, in chain,
         convenience and warehouse club stores or supermarkets,
         SUPERPRETZEL soft pretzels are high on the snacking list. Loyal
         SUPERPRETZEL fans always have time for another bite --whether
         glued to the movie screen, cheering in sports arenas or taking a
         break at amusement, leisure and theme parks. And kids of all ages
         can enjoy our SUPERPRETZEL products in school, at work or on the
         way home after a busy day.

         Continuing Our Growth

         In fiscal year 1999, our food service soft pretzel business grew
         modestly through extensions of food service markets including
         fund-raising and home-delivery services. Additionally, our frozen
         sweet dough soft pretzel program is being expanded. The
         continually changing retail snack bar environment, where business
         continues to be concentrated into fewer, larger customers, remains
         a challenge to our Food Service Division.

         We continue to invest in our manufacturing facilities to maintain
         our position and standard as the low cost producer. Our objectives
         are focused on increasing efficiencies from production processing
         through packaging.

         Project 2000--A Vision

         To grow our business by grabbing attention and stimulating
         appetites, we are updating our highly visible merchandising
         program. This program includes a complete array of brand-oriented
         point-of-sale materials, display cases and specially designed
         mobile merchandising units. To spark new life into the program,
         we're testing a redesigned display case, Project 2000, that
         retrofits our existing merchandising units. The new display case
         incorporates a more prominent SUPERPRETZEL logo and more eye-
         catching graphics. We expect it to enhance brand recognition and
         help increase impulse sales for SUPERPRETZEL.

         A Pretzel for All Seasons...and Reasons

         SUPERPRETZEL products continue to earn high grades in the school
         food service market, an important channel of distribution. Popular
         with children because they taste great, our soft pretzels also
         help them celebrate holidays and changing seasons through
         entertaining, themed promotions that include specialty soft
         pretzels in fun shapes such as shamrocks, snowmen, stars and
         turkeys. School food service directors appreciate the chance to
         liven up their menus, plus our soft pretzel products satisfy bread
         requirements for the U.S.D.A. National School Lunch/Breakfast
         Program.

         The SUPERPRETZEL product line continues to lead the category in
         the supermarket freezer case as the number one brand of soft
         pretzels. Overall sales increased a solid 10% during fiscal year
         1999, a reversal of the recent negative sales trend. We continue
         to provide marketing support for the SUPERPRETZEL brand to help
         maintain its strong leadership position.

         Sales were fueled by consumer-driven marketing activities during
         fiscal 1999. We urged consumers to expand their snacking choices
         by offering them inventive, non-traditional soft pretzel
         experiences. This included television and billboard advertising in
         select markets and promotions with other leading brands such as
         Cheez Whiz* and French's** mustard. Consumers responded by
         enjoying soft pretzels with their favorite toppings, including
         melted cheese, flavored cream cheese, salsa and mustard.

         One taste sensation, SUPERPRETZEL SOFTSTIX, which combines our
         soft pretzels with KRAFT*** cheese filling, generated a sharp 33%
         revenue gain during the past fiscal year. A continuing successful
         co-branding agreement with KRAFT helps provide support for this
         great tasting product.

         Taking Shape for the Future

         Our chain of retail stores, including BAVARIAN PRETZEL BAKERY and
         PRETZEL GOURMET, located in malls primarily in the Mid-Atlantic
         states, is operated by our Restaurant Group. Same-store sales
         improved slightly during fiscal 1999 as we have streamlined the
         chain to include only the highest performing stores.
         Administrative cost controls had a positive impact on the bottom
         line during the past year and we expect to enjoy continuing
         benefits in the years to come.

           *Cheez Whiz is a registered trademark of Kraft Foods, Inc.
          **French's is a registered trademark of Reckitt & Colman Inc.
         ***KRAFT and the KRAFT logo are registered trademarks owned and
         licensed by Kraft Foods, Inc.


         Frozen Beverages

         We'll Take the Heat

         The ICEE Company, our frozen beverage division, is the world's
         largest distributor of frozen beverages, selling the ICEE brand
         across the country and pouring ICEE good taste across the border
         into Canada and Mexico. We sweeten the mix with ARCTIC BLAST and
         other brands in select markets and plan to expand the ICEE brand
         internationally. Sales for frozen beverages and related products
         this past fiscal year increased by 9%.

         Kids of all ages enjoy our carbonated and uncarbonated semi-frozen
         beverages, which can be sipped through a straw or eaten with a
         spoon. Thirsty fans of these refreshing treats don't have to
         travel far to satisfy their taste buds. We're just around the
         corner in more than 18,000 food service locations, which serve
         drink after drink all day long from proprietary dispensing
         equipment. Many of these outlets also offer the perfect complement
         to a cold drink--SUPERPRETZEL soft pretzels and our other niche
         snack foods.

         The ICEE Bear -- A Cool New Look

         We broke the ice with a new ICEE image campaign during fiscal year
         1999 incorporating a redesigned, contemporary look for the brand
         giving the ICEE Bear a cool new look. This new look, which has
         already surfaced in more than 6,000 locations, features new
         lighted merchandisers and compelling point-of-sale materials.

         Building on the long-term marketing agreement we iced with The
         Coca-Cola Company in the previous year, we rolled out a national
         program across the U.S. that blends ICEE's operational and service
         system expertise with the marketing power of Coca-Cola*. We
         provide installation of the drink machines and continuous service
         for the ongoing rollout of FROZEN COKE* in over 7,000 Burger
         King** locations and Coca-Cola provides the syrup. We've already
         installed more than 4,000 units and plan to complete the project
         during fiscal year 2000.

         Hot New Offerings

         Three new frozen uncarbonated beverages skated into the
         marketplace during the past year: SMOOTHEE by ICEE, JAVA FREEZE
         and FROZEN COCKTAILS.

         SMOOTHEE by ICEE, with its velvety consistency and exhilarating
         fruit flavors, expands the menu where ICEE frozen carbonated
         beverages already are sold. With real fruit juice and popular
         flavors, SMOOTHEE by ICEE also pleases palates in schools. JAVA
         FREEZE, in a variety of gourmet coffee flavors, satisfies the
         growing demand for coffee-flavored products. FROZEN COCKTAILS make
         it easy for restaurants and sporting and entertainment venues to
         dispense and serve some of the most popular frozen cocktails, with
         or without alcohol.

         Putting the Heat on Profitability and Service

         We continue to improve the division's operating efficiency and
         ability to serve our customers by implementing key organizational
         improvements. During the past fiscal year we consolidated the ICEE
         Company's corporate headquarters into the Ontario, California
         location and expanded the service infrastructure that installs and
         maintains our equipment by more than 25%.

         *"Coca-Cola" and "Coke" are trademarks of The Coca-Cola Company.
         **Burger King is a registered trademark of Burger King
         Corporation.


         Frozen Desserts

         Growth is Solid

         The future is solid for our niche snack food line of frozen juice
         bars and desserts, including LUIGI'S, SHAPE UPS, MAMA TISH'S and
         ICEE brands. New product introductions, line extensions and
         increased sales of SHAPE UPS boosted frozen dessert sales in the
         food service market by a strong 10%.

         An Upbeat Debut

         This year we introduced ICEE Squeeze Tubes to the food service
         market. Capturing the carbonated fizz and taste of a traditional
         ICEE drink, they extend the ICEE brand's equity and awareness.
         Strong sales in food service channels, including club stores,
         helped to make ICEE Squeeze Tubes one of the leading frozen
         novelties this summer.

         SHAPE UPS Make the Grade

         Sales of SHAPE UPS frozen fruit juice bars, sold primarily through
         schools, continue to shape up nicely. With colorful packaging and
         U.S.D.A. approved Child Nutrition (CN) labels, these treats are
         popular with children and food service directors because they
         satisfy federal juice requirements, are fun, and taste good, too.
         Themed promotions with SUPERPRETZEL soft pretzels helped SHAPE UPS
         rise in this important channel.

         Cool Gains for Frozen Desserts

         Retail supermarket sales of frozen desserts experienced a strong
         growth year with an increase of 19%. This was led by a sales gain
         of 17% for LUIGI'S, the number one selling Italian ice in the
         supermarket freezer. The introduction of ICEE Squeeze Tubes into
         retail test markets exceeded expectations and will be expanded
         nationally in fiscal year 2000.

         Our modern and efficient Italian ice and frozen dessert plant in
         Scranton, PA, whose renovation was completed last year, supported
         this year's gains and paved the way for future growth.



         Other Snacks

         Batter Up!

         Our niche snack food business of cookies, churros, funnel cakes
         and other bakery goods raised lots of dough this past year. Sales
         increased a sharp 15% for our Los Angeles-based West Coast Bakery,
         while its manufacturing efficiencies benefited from capital
         expenditures and production improvements. A combination of frozen
         cookie dough, commercial baking ingredients and contract private-
         label products, including organically certified baked goods,
         blended together for solid growth in our bakery goods business.

         The Goods on the Goodies

         Our branded frozen cookie dough business grew into a meaningful
         business during the past fiscal year, due to the acquisition of
         the CAMDEN CREEK BAKERY cookie business in February. CAMDEN CREEK
         complements our growing MRS. GOODCOOKIE food service cookie line
         that was introduced to the marketplace last year. Additionally, it
         provides increased opportunities for J&J to expand our product
         lines in additional dayparts and menu settings.

         Our success in the branded frozen cookie dough business in fiscal
         year 1999, egged on by this strategic mix of acquisition and
         expansion, comes largely because of the sensational aromas, tastes
         and textures of our products. Consumers who have experienced our
         delicious, fresh-baked from the oven cookies--in popular flavors
         like milk chocolate chunk, oatmeal raisin and peanut butter--
         agree: our cookies are simply irresistible!

         How Sweet it is

         TIO PEPE'S churros, crispy cinnamon doughnut-like snacks that
         traditionally have hit the sweet spot in the west and southwest
         U.S., continued to delight more and more palates elsewhere for
         significant sales growth.

         The food service business for churros, including fruit-filled
         varieties, grew by 8% during fiscal year 1999. In one corner of
         this expanding market, wholesome fruit-filled churros have
         captured the enthusiasm of school food service directors because
         they fulfill bread and fruit requirements for the U.S.D.A.
         National School Lunch/Breakfast Program. Churro business in the
         retail supermarket grew this past fiscal year a strong 22% due to
         increased consumption and expanded distribution.

         Big Gains by the Mouthful

         Sales of one of our unique niche products--funnel cakes from THE
         FUNNEL CAKE FACTORY--surged by 25% primarily from expansion of our
         customer base. We have seized opportunities for cooking up more
         sweet results in short order in various venues this past year.
         This includes traditional channels such as amusement and theme
         parks and emerging outlets such as family restaurant chains
         seeking innovative dessert menu items.

         Available as frozen pre-cooked, pre-shaped portions that only
         require warming, our funnel cakes make it easier than ever to
         prepare this delicious treat. No mixing, measuring or frying--you
         just heat 'em and eat 'em! THE FUNNEL CAKE FACTORY funnel cakes
         also have become increasingly popular as a fun way to meet bread
         standards for the U.S.D.A. National School Lunch/Breakfast
         Program.

         A new millennium means new opportunity for growth. J&J Snack Foods
         Corp. will continue to expand its unique product offerings and
         market niches, capitalizing on new opportunities wherever they may
         be found.


         Financial Table of Contents

         Management's Discussion & Analysis of Financial Condition and
         Results of Operations                                         13
         Consolidated Statements of Earnings                           17
         Consolidated Balance Sheets                                   18
         Consolidated Statement of Changes in Stockholders' Equity     19
         Consolidated Statements of Cash Flows                         20
         Notes to Consolidated Financial Statements                    21
         Report of Independent Certified Public Accountants            27
         Corporate Information                                         28


         J&J Snack Foods Corp. and Subsidiaries

         Management's Discussion & Analysis of Financial Condition and
         Results of Operations

         In addition to historical information, this discussion and
         analysis contains forward-looking statements. The forward-looking
         statements contained herein are subject to certain risks and
         uncertainties that could cause actual results to differ materially
         from those projected in the forward-looking statements. Important
         factors that might cause such a difference include, but are not
         limited to, those discussed in the "Management's Discussion and
         Analysis of Financial Condition and Results of Operations."
         Readers are cautioned not to place undue reliance on these
         forward-looking statements, which reflect management's analysis
         only as of the date hereof. The Company undertakes no obligation
         to publicly revise or update these forward-looking statements to
         reflect events or circumstances that arise after the date hereof.

         Results of Operations

         Fiscal 1999 Compared to Fiscal 1998

         Net sales increased $26,049,000 or 10% to $288,439,000 in fiscal
         1999 from $262,390,000 in fiscal 1998.

         The Company has two reportable segments, as disclosed in the notes
         to the consolidated financial statements: Snack Foods and Frozen
         Beverages. The Snack Foods segment manufactures and distributes
         snack foods and bakery items, which includes sales to food service
         customers and retail supermarkets. The Frozen Beverages segment
         markets and distributes frozen beverage products. These segments
         are managed as strategic business units due to their distinct
         production processes and capital requirements.

         Snack Foods

         Sales to food service customers increased $9,737,000 or 9% to
         $113,207,000 in fiscal 1999. Soft pretzel sales to the food
         service market increased 2% to $61,833,000. Churro sales increased
         8% to $12,075,000. Frozen juice bar and dessert sales increased
         10% to $27,196,000. These sales increases were due primarily to
         increased unit volume to one customer in each of these categories.
         Sales of cookies to food service customers increased $4,458,000,
         or 167%, to $7,126,000 for the year. Approximately one-half of the
         cookies sales increase resulted from the acquisition of the Camden
         Creek Bakery cookie business.

         Sales of products to retail supermarkets increased $5,335,000 or
         14% to $43,929,000 in fiscal 1999 due in part to a new advertising
         campaign. Total soft pretzel sales to retail supermarkets were
         $24,027,000, an increase of 10% from fiscal 1998. Sales of our
         flagship SUPERPRETZEL brand soft pretzels, excluding SOFTSTIX,
         increased 9% to $18,816,000. SOFTSTIX sales increased $745,000 or
         33% to $3,031,000 from the previous year. Sales of Italian ice
         increased $1,379,000 or 9% to $16,417,000 in 1999 from $15,038,000
         in 1998.

         Bakery sales increased $3,598,000 or 15% to $26,905,000 in fiscal
         1999 due to increased unit sales across our customer base. Sales
         of our Bavarian Pretzel Bakery decreased 4% to $12,649,000 for the
         year due to fewer stores.

         Frozen Beverages

         Frozen beverage and related product sales increased $7,950,000 or
         9% to $91,749,000 in fiscal 1999. Beverage sales alone increased
         5% to $78,960,000 for the year, in part due to the December 1997
         acquisition of National ICEE Corporation. Sales revenues were
         impacted by changes in billing practices resulting in lower
         revenues per gallon purchased by customers but which did not
         result in an overall drop in profit margin. Gross profit on
         product sales increased 12%, or $6,372,000 for the year. Service
         and lease revenue increased approximately $5,000,000 for the year.

         Gross profit increased to 53% of sales in 1999 from 52% of sales
         in 1998. The gross profit percentage increase is primarily
         attributable to improved efficiencies at our Italian ice and
         frozen dessert plant in Scranton, PA and to increased gross profit
         percentages of frozen beverage sales.

         Total operating expenses increased $13,396,000 to $128,513,000 in
         fiscal 1999 and as a percentage of sales increased less than 1% to
         45% in 1999 from 1998. Marketing expenses were 30% of sales in
         both fiscal 1999 and 1998. Distribution expenses increased 1/4 of
         one percent to 10% of sales in 1999. Administrative expenses were
         4% of sales in both fiscal 1999 and 1998.

         Operating income increased $4,502,000 or 22% to $24,963,000 in
         fiscal 1999.

         Interest expense increased $191,000 to $3,224,000 in fiscal 1999
         due to the December 1997 purchase and assumption and subsequent
         refinancing of the debt of National ICEE Corporation.

         Sundry income decreased by $393,000 in fiscal 1999 from $808,000
         in fiscal 1998. The primary reason for the decrease was that 1998
         included significant income resulting from the successful
         settlement of certain litigation.

         The effective income tax rate was 37% in both fiscal 1999 and
         fiscal 1998.

         Net earnings increased $2,414,000 or 20% in fiscal 1999 to
         $14,264,000.

         Fiscal 1998 Compared to Fiscal 1997

         Net sales increased $42,072,000 or 19% to $262,390,000 in fiscal
         1998 from $220,318,000 in fiscal 1997. Approximately $31,000,000
         of the increase in sales for the year resulted from the December
         1997 acquisition of National ICEE Corporation.

         The Company has two reportable segments, as disclosed in the notes
         to the consolidated financial statements: Snack Foods and Frozen
         Beverages. The Snack Foods segment manufactures and distributes
         snack foods and bakery items, which includes sales to food service
         customers and retail supermarkets. The Frozen Beverages segment
         markets and distributes frozen beverage products. These segments
         are managed as strategic business units due to their distinct
         production processes and capital requirements.

         Snack Foods

         Sales to food service customers increased $1,534,000 or 2% to
         $103,470,000 in fiscal 1998. Soft pretzel sales to the food
         service market increased 5% to $60,589,000. Churro sales increased
         8% to $11,195,000. Frozen juice bar and dessert sales decreased
         12% to $24,746,000 primarily due to lower sales to three
         customers.

         Sales of products to retail supermarkets decreased $1,708,000 or
         4% to $38,594,000 in fiscal 1998. Total soft pretzel sales to
         retail supermarkets were $21,849,000, a decrease of 11% from
         fiscal 1997. Sales of our flagship SUPERPRETZEL brand soft
         pretzels, excluding SOFTSTIX and CINNAMON RAISIN MINI'S, decreased
         5% to $17,298,000. SOFTSTIX sales increased $268,000 or 13% to
         $2,286,000 from the previous year. Sales of Italian ice increased
         $485,000 or 3% to $15,038,000 in 1998 from $14,553,000 in 1997;
         sales were impacted by limited production output during the
         expansion and modernization of the Company's Italian ice and
         frozen dessert plant in Scranton, PA.

         Bakery sales increased $5,351,000 or 30% to $23,307,000 in fiscal
         1998 due primarily to increased product sales to one customer.
         Sales of our Bavarian Pretzel Bakery increased 8% to $13,220,000
         for the year.

         Frozen Beverages

         Frozen beverage and related product sales increased $35,884,000 or
         75% to $83,799,000 in fiscal 1998. Beverage sales alone increased
         72% to $75,191,000 for the year, including approximately
         $31,000,000 attributable to the December 1997 acquisition of
         National ICEE Corporation.

         Gross profit increased to 52% of sales in 1998 from 49% of sales
         in 1997. The gross profit percentage increase is primarily
         attributable to higher gross profit percentages of the acquired
         National ICEE Corporation business and lower flour costs, net of
         higher manufacturing costs of approximately $1,300,000 incurred
         during the startup of operations in the third and fourth quarters
         at the Company's expanded Italian ice and frozen dessert plant in
         Scranton, PA.

         Total operating expenses increased $18,598,000 to $115,117,000 in
         fiscal 1998 but as a percentage of sales were 44% in both 1998 and
         1997. Marketing and distribution expenses were 30% and 9% of
         sales, respectively, in both fiscal 1998 and 1997. Administrative
         expenses decreased to 4% of sales in fiscal 1998 from 5% in fiscal
         1997 due primarily to lower litigation costs in fiscal 1998.

         Operating income increased $8,821,000 or 76% to $20,461,000 in
         fiscal 1998.

         Interest expense increased $2,602,000 to $3,033,000 in fiscal 1998
         due to the purchase and assumption and subsequent refinancing of
         the debt of National ICEE Corporation.

         Sundry income increased by $696,000 in fiscal 1998 from $112,000
         in fiscal 1997 due to the successful settlement of certain
         litigation. In 1998, Sundry income was offset by $525,000 in write
         offs and accruals for the closing of unprofitable Bavarian Pretzel
         Bakery retail stores.

         The effective income tax rate increased to 37% in fiscal 1998 from
         32% in fiscal 1997. The lower rate in fiscal 1997 is due primarily
         to adjustments relating to settlements of federal tax matters.

         Net earnings increased $3,691,000 or 45% in fiscal 1998 to
         $11,850,000.


         Acquisitions, Liquidity and Capital Resources

         In February 1999, the Company acquired the Camden Creek Bakery
         cookie business from Schwan's Sales Enterprises, Inc., Marshall,
         MN for cash. Camden Creek sells frozen ready-to-bake cookies to
         the food service industry with approximate annual sales of
         $5,000,000.

         In December 1997, the Company acquired the common stock of
         National ICEE Corporation. National ICEE Corporation, with annual
         sales of approximately $40 million, markets and distributes frozen
         carbonated beverages primarily in the eastern half of the United
         States. The Company has incurred approximately $50 million of debt
         to complete the acquisition. The following are the unaudited pro
         forma results of operations for the fiscal years 1998 and 1997
         assuming the above had occurred at the beginning of that fiscal
         year:

                                                  1998          1997
                                  (In thousands, except per share amounts)
         Sales                                 $268,390      $259,952
         Net Earnings                           $11,346        $8,645
         Earnings per diluted share               $1.21          $.96

         In January 1997, the Company acquired the assets of Mama Tish's
         International Foods by assuming certain liabilities. Mama Tish's
         is a manufacturer and distributor of Italian ices, sorbets and
         other frozen juice products with annual sales of approximately $15
         million.

         In November 1996, the Company acquired all of the common stock of
         Pretzels, Inc. for cash. Trading as TEXAS TWIST, Pretzels, Inc. is
         a soft pretzel manufacturer selling to both the food service and
         retail supermarket industries.

         In October 1996, the Company acquired the assets of Bakers Best
         Snack Food Corp. for cash. Bakers Best is a manufacturer of soft
         pretzels selling to both the food service and retail supermarket
         industries.

         All of the Company's acquisitions were accounted for under the
         purchase method of accounting, and the operations are included in
         the consolidated financial statements from the respective
         acquisition date.

         The Company's current cash and marketable securities balances and
         cash expected to be provided by future operations are its primary
         sources of liquidity. The Company believes that these sources,
         along with its borrowing capacity, are sufficient to fund future
         growth and service its debt.

         Fluctuations in the value of the Mexican peso and the resulting
         revaluation of the net assets of the Company's Mexican frozen
         beverage subsidiary caused an increase of $93,000 and decreases of
         $285,000 and $53,000 in accumulated comprehensive income (loss)
         for the 1999, 1998 and 1997 fiscal years, respectively. In 1999,
         sales of the Mexican subsidiary were $2,475,000 as compared to
         $2,170,000 in 1998.

         In April 1999, the Company purchased and retired 250,000 shares of
         its common stock at a cost of $5,625,000. The Company purchased
         the stock from its President and Chief Executive Officer.

         An unsecured general-purpose bank line of credit totalling
         $30,000,000 is available to the Company. Available borrowings
         under the bank line of credit were $19,000,000 at September 25,
         1999.

         In fiscal year 1999, the Company adopted SFAS No. 130, "Reporting
         Comprehensive Income". SFAS No. 130 established standards for
         reporting and display of comprehensive income and its components
         in the financial statements. These financial statements have been
         reclassified to reflect the provisions of SFAS No. 130.

         In fiscal year 1999, the Company adopted SFAS No. 131,
         "Disclosures about Segments of an Enterprise and Related
         Information". SFAS No. 131 superceded SFAS 14, "Financial
         Reporting for Segments of a Business Enterprise", replacing the
         "industry segment" approach with the "management approach". The
         management approach designates the internal organization that is
         used by management for making operating decisions and assessing
         performance as the source of the Company's reportable segments, as
         well as disclosures about products and services and major
         customers. The adoption of SFAS No. 131 did not affect the results
         of operations or the financial position of the Company (see Note P
         to the consolidated financial statements).

         In June 1998, SFAS No. 133 "Accounting for Derivative Instruments
         and Hedging Activities" was issued. Subsequent to this statement,
         SFAS No. 137 was issued, which amended the effective date of SFAS
         No. 133 to be all fiscal quarters of all fiscal years beginning
         after June 15, 2000. Based on the Company's minimal use of
         derivatives at the current time, management does not anticipate
         the adoption of SFAS No. 133 will have a significant impact on
         earnings or financial position of the Company. However, the impact
         from adopting SFAS No. 133 will depend on the nature and purpose
         of the derivatives instruments in use by the Company at that time.

         Fiscal 1999 Compared to Fiscal 1998

         Trade receivables decreased $1,279,000 or 4% to $31,404,000 in
         1999, and inventories decreased $260,000 or 2% to $16,187,000 in
         1999 from 1998 primarily because of increased efficiencies in the
         Company's operations.

         Other receivables decreased $1,228,000 to $477,000 in 1999 due to
         changes in payment programs from certain suppliers.

         Property, plant and equipment increased $19,689,000 to
         $232,253,000 primarily because of expenditures for dispensers
         required for the expansion of the frozen beverage business, for
         ovens and portable merchandisers required for the expansion of the
         food service business and for the expansion and upgrading of
         production and warehousing capability at the Company's
         manufacturing facilities.

         Goodwill, trademarks and rights, net of accumulated amortization
         decreased $1,050,000 to $50,821,000 due to amortization, net of
         goodwill acquired in the Camden Creek Bakery acquisition.

         Accounts payable and accrued liabilities decreased $446,000 in
         1999 from $32,136,000 in 1998 due primarily to a reduction in
         income taxes payable.

         Current maturities of long-term debt decreased by $209,000 to
         $8,214,000 and long-term debt, less current maturities decreased
         by $13,539,000 to $34,660,000 as a result of the use of available
         cash flow from operations to pay down other debt as well as make
         scheduled debt payments.

         Deferred income taxes increased by $3,315,000 to $7,702,000 which
         related to disposals and depreciation of property, plant and
         equipment.

         Common stock decreased $2,868,000 in 1999 to $36,252,000 because
         of the repurchase and retirement of common stock from the
         President and Chief Executive Officer of the Company, net of the
         exercise of incentive stock options.

         Net cash provided by operating activities increased $11,189,000 to
         $48,368,000 in 1999 primarily due to increases in net earnings,
         deferred taxes and depreciation and amortization of fixed assets
         and a decrease in accounts receivable.

         Net cash used in investing activities decreased $16,513,000 to
         $28,619,000 in 1999 primarily due to a decrease of $12,477,000 in
         payments for purchase of companies, net of cash acquired and debt
         assumed.

         Net cash used in financing activities of $17,008,000 in 1999
         compared to net cash provided by financing activities of
         $9,756,000 in 1998. The change of $26,764,000 was the result of a
         net paydown in borrowings in 1999 of $13,748,000 compared to an
         increase of $7,631,000 in borrowings to fund the acquisition of
         National ICEE Corporation and the subsequent refinancing of its
         debt in 1998.

         Fiscal 1998 Compared to Fiscal 1997

         Trade receivables increased $9,301,000 or 40% to $32,683,000 in
         1998, and inventories increased $2,912,000 or 22% to $16,447,000
         in 1998 from 1997 primarily because of higher sales levels
         attributable to the acquisition of National ICEE Corporation.

         Other receivables decreased $371,000 to $1,705,000 in 1998 due to
         reimbursement received from the Company's insurance carrier on
         settlement of legal matters.

         Property, plant and equipment increased $48,216,000 to
         $212,564,000 primarily because of expenditures for dispensers
         required for the expansion of the frozen beverage business, for
         ovens and portable merchandisers required for the expansion of the
         food service business and for the expansion and upgrading of
         production and warehousing capability at the Company's
         manufacturing facilities. Additionally, property, plant and
         equipment from the National ICEE Corporation acquisition accounted
         for approximately one-half of the overall increase.

         Goodwill, trademarks and rights, net of accumulated amortization
         increased $30,412,000 to $51,871,000 due to goodwill acquired in
         the National ICEE Corporation acquisition.

         Accounts payable and accrued liabilities increased $10,169,000 in
         1998 from $21,967,000 in 1997 due primarily to the acquisition of
         National ICEE Corporation and higher sales levels.

         Current maturities of long-term debt increased by $8,407,000 to
         $8,423,000 and long-term debt, less current maturities increased
         by $43,171,000 to $48,199,000 due to borrowings to fund the
         acquisition of National ICEE Corporation and the subsequent
         refinancing of its debt.

         Deferred income decreased $97,000 to $435,000 primarily as a
         result of the reduction in the Company's guarantees related to the
         sale of its Hawaiian ICEE operations.

         Deferred Income Taxes increased by $1,007,000 to $4,387,000 in
         1998 which related to depreciation of property, plant and
         equipment.

         Common stock increased $2,212,000 in 1998 to $39,120,000 primarily
         because of the exercise of incentive stock options.

         Net cash provided by operating activities increased $16,808,000 to
         $37,179,000 in 1998 primarily due to increases in net earnings,
         depreciation and amortization of fixed assets, amortization of
         intangibles and deferred costs and accounts payable and accrued
         liabilities.

         Net cash used in investing activities increased $14,659,000 to
         $45,132,000 in 1998 primarily due to purchases of property, plant
         and equipment which increased by $12,222,000 in 1998. Expenditures
         increased for dispensers for the expansion of the frozen beverage
         business and for the expansion and modernization of the Company's
         Italian ice and frozen dessert plant in Scranton, PA.

         Net cash provided by financing activities of $9,756,000 in 1998
         compared to $956,000 in 1997. The increase was due to a net
         increase in borrowings to fund the acquisition of National ICEE
         Corporation and the subsequent refinancing of its debt.


         Consolidated Statements of Earnings

                                           Fiscal year ended
                              September 25,  September 26,  September 27,
                                    1999           1998           1997
                                 (In thousands, except per share amounts)

         Net sales           $    288,439   $    262,390   $    220,318
         Cost of goods sold       134,963        126,812        112,159
                   Gross profit   153,476        135,578        108,159
         Operating expenses
              Marketing            86,809         77,385         65,231
              Distribution         28,066         24,846         19,197
              Administrative       10,668         10,072         10,326
              Amortization of
               intangibles and
               deferred costs       2,970          2,814          1,765
                                  128,513        115,117         96,519
         Operating income          24,963         20,461         11,640
         Other income (deductions)
              Investment income       487            573            630
              Interest expense     (3,224)        (3,033)          (431)
              Sundry                  415            808            112
                                   (2,322)        (1,652)           311
                Earnings before
                 income taxes      22,641         18,809         11,951
         Income taxes               8,377          6,959          3,792
                NET EARNINGS  $    14,264    $    11,850    $     8,159
         Earnings per diluted
          share                     $1.50          $1.26           $.91
         Weighted average number
          of diluted shares         9,530          9,368          8,985
         Earnings per basic share   $1.58          $1.32           $.93
         Weighted average number
          of basic shares           9,025          8,947          8,781

         The accompanying notes are an integral part of these statements.


         Consolidated Balance Sheets

                                            September 25,  September 26,
                                                   1999           1998
                                    (In thousands, except share amounts)
         Assets
           Current Assets
              Cash and cash equivalents       $    5,945     $    3,204
              Short-term investment
                securities held to maturity          924             --
              Receivables
                Trade, less allowance
                 of $806 and $597,
                 respectively                     31,404         32,683
                Other                                477          1,705
              Inventories                         16,187         16,447
              Prepaid expenses and deposits        1,130          1,104
                  Total current assets            56,067         55,143
            Property, Plant and Equipment,
               at cost                           232,253        212,564
                Less accumulated depreciation
                 and amortization                130,292        112,444
                                                 101,961        100,120

            Other Assets
                Goodwill, trademarks and
                 rights, less accumulated
                 amortization of $11,406
                 and $9,712, respectively         50,821         51,871
                Long-term investment securities
                 held to maturity                  1,925          3,127
                Sundry                             2,906          3,000
                                                  55,652         57,998
                                            $    213,680   $    213,261

         Liabilities and Stockholders' Equity
           Current Liabilities
              Current maturities of
               long-term debt                 $    8,214   $      8,423
              Accounts payable                    23,272         23,222
              Accrued liabilities                  8,418          8,914
                 Total current liabilities        39,904         40,559

           Long-Term Debt, less current
               maturities                         34,660         48,199
           Deferred Income Taxes                   7,702          4,387
           Other long-term liabilities               245            435

           Commitments                                --             --

           Stockholders' Equity
               Capital stock
               Preferred, $1 par value;
                 authorized, 5,000,000
                 shares; none issued                  --             --
               Common, no par value;
                 authorized, 25,000,000 shares;
                 issued and outstanding, 9,000,000
                  and 9,036,000 respectively      36,251         39,120
           Accumulated other comprehensive loss   (1,601)        (1,694)

           Retained earnings                      96,519         82,255
                                                 131,169        119,681
                                            $    213,680   $    213,261

         The accompanying notes are an integral part of these
         statements.


         Consolidated Statement of Changes in Stockholders' Equity

                                            Accumulated
                                               Other
                                Common Stock   Compre-                 Compre-
                                               hensive  Retained       hensive
                               Shares Amount   Loss   Earnings Total  Income

                                                      (In thousands)

Balance at September 29, 1996    8,749 $35,818 $(1,356) $62,246 $96,708
 Issuance of common stock upon
  exercise of stock options         84     945      --       --     945
 Issuance of common stock for
  employee stock purchase plan      17     145      --       --     145
 Foreign currency translation
  adjustment                        --      --     (53)      --     (53)$  (53)
 Net earnings for the fiscal year
  ended September 27, 1997          --      --      --    8,159   8,159  8,159
 Comprehensive Income               --      --      --       --      -- $8,106
  Balance at September 27, 1997  8,850  36,908  (1,409)  70,405 105,904
 Issuance of common stock upon
  exercise of stock options        171   2,017      --       --   2,017
 Issuance of common stock for
  employee stock purchase plan      15     195      --       --     195
 Foreign currency translation
  adjustment                        --      --     (285)     --    (285) $(285)
 Net earnings for the fiscal year
  ended September 26, 1998          --      --       --  11,850  11,850  11,850
 Comprehensive Income               --      --       --      --      -- $11,565

Balance at September 26, 1998    9,036  39,120   (1,694) 82,255 119,681
 Issuance of common stock upon
  exercise of stock options        200   2,487       --      --   2,487
 Issuance of common stock for
  employee stock purchase plan      14     269       --      --     269
Foreign currency translation
 adjustment                         --      --       93      --      93  $   93
Repurchase of common stock       (250) (5,625)      --      --  (5,625)
 Net earnings for the fiscal year
  ended September 25, 1999          --      --       --  14,264  14,264  14,264
 Comprehensive Income               --      --       --      --      -- $14,357

Balance at September 25, 1999    9,000 $36,251  $(1,601)$96,519$131,169

The accompanying notes are an integral part of this statement.


 Consolidated Statements of Cash Flows

                                                Fiscal year ended
                                   September 25,  September 26,  September 27,
                                          1999           1998          1997
                                                  (In thousands)

 Operating activities:
  Net earnings                    $    14,264     $    11,850     $    8,159
    Adjustments to reconcile
     net earnings to net cash
      provided by operating
      activities:
    Depreciation and amortization
       of fixed assets                 24,179          21,807         17,090
      Amortization of intangibles
       and deferred costs               3,459           3,352          2,180
      Losses (gains) from disposals
       of property and equipment          168             306            (26)
      Increase (decrease) in deferred
       income taxes                     3,315           1,007            (23)
      Other adjustments                    73              23             14
      Changes in assets and liabilities,
       net of effects from purchase
       of companies:
         Decrease (increase) in
          accounts receivable           2,609          (6,378)        (6,615)
         Decrease (increase) in
          inventories                     700             958         (1,008)
          (Increase) decrease in
          prepaid expenses                (21)            (71)           174
         (Decrease) increase in
           accounts payable and
           accrued liabilities           (378)          4,325            426
        Net cash provided by operating
         activities                    48,368          37,179         20,371
     Investing activities:
   Purchases of property, plant
    and equipment                     (26,606)        (31,803)       (19,581)
   Payments for purchases of companies,
    net of cash acquired and
    debt assumed                       (2,336)        (14,813)       (18,601)
   Proceeds from investments held
    to maturity                           255             190          6,146
   Proceeds from investments available
    for sale                               --             495          1,710
   Proceeds from disposals of property
    and equipment                         518           1,000            273
   Other                                 (450)           (201)          (420)
       Net cash used in investing
         activities                   (28,619)        (45,132)       (30,473)

   Financing activities:
   Proceeds from borrowings             4,000          56,150             35
   Proceeds from issuance of common
    stock                               2,365           2,125            930
   Payments to repurchase common stock (5,625)             --             --
   Payments of long-term debt         (17,748)        (48,519)            (9)
       Net cash provided by (used in)
         financing activities         (17,008)          9,756            956

       Net increase (decrease) in
         cash and cash equivalents      2,741           1,803         (9,146)

   Cash and cash equivalents at beginning
    of year                             3,204           1,401         10,547
   Cash and cash equivalents at end
    of year                          $  5,945      $    3,204     $    1,401

 The accompanying notes are an integral part of these statements.


         Notes to Consolidated Financial Statements

         Note A--Summary of Significant Accounting Policies

         J&J Snack Foods Corp. and Subsidiaries (the Company) manufactures,
         markets and distributes a variety of nutritional snack foods and
         beverages to the food service and retail supermarket industries. A
         summary of the significant accounting policies consistently
         applied in the preparation of the accompanying consolidated
         financial statements follows.

         1. Principles of Consolidation
         The consolidated financial statements include the accounts of J&J
         Snack Foods Corp. and its wholly-owned subsidiaries. Intercompany
         balances and transactions have been eliminated in the consolidated
         financial statements.

         2. Revenue Recognition
         The Company recognizes revenue when its product is shipped or its
         services are performed.

         The Company sells service contracts covering frozen carbonated
         beverage machines sold. The terms of coverage range between 12 and
         48 months. The Company records deferred income on service
         contracts which is amortized by the straight-line method over the
         term of the contracts.

         During the years ended September 25, 1999 and September 26, 1998,
         the Company sold $836,000 and $509,000, respectively, of service
         contracts related to its frozen beverage machines. At September
         25, 1999, deferred income on service contracts was $138,000, of
         which $137,000 is reflected as short-term and included in accrued
         liabilities on the consolidated balance sheet. Service contract
         income of $897,000, $578,000 and $179,000 was recognized for the
         fiscal years ended 1999, 1998 and 1997, respectively.

         3. Foreign Currency
         Assets and liabilities in foreign currencies are translated into
         U.S. dollars at the rate of exchange prevailing at the balance
         sheet date. Revenues and expenses are translated at the average
         rate of exchange for the period. The cumulative translation
         adjustment is recorded as a separate component of stockholders'
         equity.

         4. Use of Estimates
         In preparing financial statements in conformity with generally
         accepted accounting principles, management is required to make
         estimates and assumptions that affect the reported amounts of
         assets and liabilities, the disclosure of contingent assets and
         liabilities at the date of the financial statements, and the
         reported amounts of revenues and expenses during the reporting
         period. Actual results could differ from those estimates.

         5. Cash Equivalents
         Cash equivalents are short-term, highly liquid investments with
         original maturities of three months or less.

         6. Concentrations of Credit Risk
         Concentrations of credit risk with respect to trade receivables
         are limited due to the dispersion of the Company's customers over
         different industries and geographies.

         7. Inventories
         Inventories are valued at the lower of cost (determined by the
         first-in, first-out method) or market.

         8. Investment Securities
         The Company classifies its investments in securities in one of
         three categories: held to maturity, trading and available for
         sale. Debt securities that the Company has the positive intent and
         ability to hold to maturity are classified as held to maturity and
         are reported at amortized cost. As the Company does not engage in
         securities trading, the balance of its debt securities and any
         equity securities are classified as available for sale. Net
         unrealized gains and losses, if significant on such securities,
         net of income tax, are reported as a separate component of
         stockholders' equity and excluded from the determination of net
         income.

         9. Depreciation and Amortization
         Depreciation of equipment and buildings is provided for by the
         straight-line and accelerated methods over the assets' estimated
         useful lives. Amortization of improvements is provided for by the
         straight-line method over the term of the lease or the assets'
         estimated useful life, whichever is shorter. Goodwill, trademarks
         and rights arising from acquisitions are amortized by the
         straight-line method over periods ranging from 5 to 30 years.
         Management reviews the realization of goodwill based upon past and
         expected performance of individual acquired businesses.

         In fiscal year 1997, the Company adopted Statement of Financial
         Accounting Standards ("SFAS") No. 121, "Accounting for the
         Impairment of Long-Lived Assets and for Long-Lived Assets to Be
         Disposed Of," which provides guidance on when to recognize and how
         to measure impairment losses of long-lived assets and certain
         identifiable intangibles and how to value long-lived assets to be
         disposed of. There was no material impact as a result of the
         adoption of SFAS No. 121 on the financial position and results of
         operations of the Company.

         10. Fair Value of Financial Instruments
         The carrying value of the Company's short-term financial
         instruments, such as receivables and accounts payable approximate
         their fair values, based on the short-term maturities of these
         instruments. The carrying value of long-term debt obligations,
         consisting primarily of unsecured term note and an unsecured
         general purpose credit line with interest rates based on current
         short-term market rates, approximates the fair value at September
         25, 1999 and September 26, 1998.

         11. Income Taxes
         The Company accounts for its income taxes under the liability
         method. Under the liability method, deferred tax assets and
         liabilities are determined based on the difference between the
         financial statement and tax bases of assets and liabilities as
         measured by the enacted tax rates which will be in effect when
         these differences reverse. Deferred tax expense is the result of
         changes in deferred tax assets and liabilities.

         12. Earnings Per Common Share
         In fiscal year 1998, the Company adopted SFAS No. 128, "Earnings
         Per Share" ("EPS"). The new standard eliminated primary and fully
         diluted EPS and instead requires presentation of basic and diluted
         EPS in conjunction with the disclosure of the methodology used in
         computing such EPS. Basic EPS excludes dilution and is computed by
         dividing income available to common shareholders by the weighted
         average common shares outstanding during the period. Diluted EPS
         takes into consideration the potential dilution that could occur
         if securities (stock options) or other contracts to issue common
         stock were exercised and converted into common stock. EPS
         calculations for 1997 have been restated to reflect the adoption
         of SFAS No. 128. The effect of adopting this new standard was not
         material.

         13. Accounting for Stock-Based Compensation
         In fiscal year 1997, the Company adopted SFAS No. 123, "Accounting
         for Stock-Based Compensation," which contains a fair value-based
         method for valuing stock-based compensation that entities may use,
         which measures compensation cost at the grant date based on the
         fair value of the award. Compensation is then recognized over the
         service period, which is usually the vesting period. The Company
         has chosen an alternative, permitted by the standard, to continue
         accounting for employee stock options and similar equity
         instruments under Accounting Principles Board ("APB") Opinion No.
         25, "Accounting for Stock Issued to Employees."

         14. Advertising Costs
         Advertising costs are expensed as incurred. Total advertising
         expense was $5,537,000, $4,128,000, and $3,892,000 for the fiscal
         years 1999, 1998 and 1997, respectively.

         15. Interest Rate Risk Management
         As part of its risk management activities, the Company uses
         interest rate swaps to modify the interest rate characteristics of
         certain long-term obligations. The Company holds no other
         derivatives or similar instruments. The derivatives contracts are
         designated as hedges when acquired. They are expected to be
         effective economic hedges and have high correlation with the items
         being hedged at inception and throughout the hedge period. The
         variable interest rate of a swap contract is referenced to the
         same index as the variable interest rate of the debt being hedged.

         Interest rate swaps are accounted for using the accrual method,
         with an adjustment to interest expense in the income statement.
         The effects of swap positions are included in financing activities
         in the Statements of Cash Flows. Interest receivable or payable
         under the swap contracts is included in Receivables or Accounts
         Payable. Unrealized gains and losses on the swaps are not
         recognized in the balance sheet. Realized gains and losses from
         disposition or settlement of swap contracts are deferred on the
         balance sheet and amortized to interest expense over the
         appropriate period.

         If the hedged item is settled or terminated, deferred and/or
         unrecognized gains or losses on the hedging instrument on that
         date are recognized as an adjustment to the gain or loss on
         disposition or termination of the related hedged item. Future
         accruals on the swap and subsequent gains and losses on the swap
         or forward contract are included in income in the period they
         occur.

         16. Comprehensive Income

         In fiscal year 1999, the Company adopted SFAS No. 130, "Reporting
         Comprehensive Income". SFAS No. 130 established standards for
         reporting and display of comprehensive income and its components
         in the financial statements. These financial statements have been
         reclassified to reflect the provisions of SFAS No. 130.

         17. Segment Reporting
         In fiscal year 1999, the Company adopted SFAS No. 131,
         "Disclosures about Segments of an Enterprise and Related
         Information". SFAS No. 131 superceded SFAS 14, "Financial
         Reporting for Segments of a Business Enterprise", replacing the
         "industry segment" approach with the "management approach". The
         management approach designates the internal organization that is
         used by management for making operating decisions and assessing
         performance as the source of the Company's reportable segments, as
         well as disclosures about products and services and major
         customers. The adoption of SFAS No. 131 did not affect the results
         of operations or the financial position of the Company. (See Note
         P.)

         18. Recent Accounting Pronouncements
         In June 1998, SFAS No. 133 "Accounting for Derivative Instruments
         and Hedging Activities" was issued. Subsequent to this statement,
         SFAS No. 137 was issued, which amended the effective date of SFAS
         No. 133 to be all fiscal quarters of all fiscal years beginning
         after June 15, 2000. Based on the Company's minimal use of
         derivatives at the current time, management does not anticipate
         the adoption of SFAS No. 133 will have a significant impact on
         earnings or financial position of the Company. However, the impact
         from adopting SFAS No. 133 will depend on the nature and purpose
         of the derivatives instruments in use by the Company at that time.

         Note B--Acquisitions

         In February 1999, the Company acquired the Camden Creek Bakery
         cookie business from Schwan's Sales Enterprises, Inc., Marshall,
         MN. Camden Creek sells frozen ready-to-bake cookies to the food
         service industry with approximately $4.6 million of sales in 1998.

         In December 1997, the Company acquired the common stock of
         National ICEE Corporation. National ICEE Corporation, with annual
         sales of approximately $40 million, markets and distributes frozen
         carbonated beverages primarily in the eastern half of the United
         States. The Company incurred approximately $50 million of debt to
         complete the acquisition. The following are the unaudited pro
         forma results of operations for the fiscal years 1998 and 1997
         assuming the above had occurred at the beginning of that fiscal
         year (in thousands, except per share amounts):

                                                 1998          1997
         Sales                                $268,390      $259,952
         Net Earnings                          $11,346        $8,645
         Earnings per diluted share              $1.21          $.96

         In January 1997, the Company acquired the assets of Mama Tish's
         International Foods by assuming certain of its liabilities. Mama
         Tish's is a manufacturer and distributor of Italian ices, sorbets
         and other frozen juice products.

         In November 1996, the Company acquired all of the common stock of
         Pretzels, Inc. for cash. Trading as TEXAS TWIST, Pretzels, Inc. is
         a soft pretzel manufacturer selling to both the food service and
         retail supermarket industries.

         In October 1996, the Company acquired the assets of Bakers Best
         Snack Food Corp. for cash. Bakers Best is a manufacturer of soft
         pretzels selling to both the food service and retail supermarket
         industries.

         The acquisitions were accounted for under the purchase method of
         accounting, and the operations are included in the consolidated
         financial statements from the respective acquisition dates.

         Note C--Credit Arrangements

         To fund the acquisition of National ICEE Corporation in December
         1997, and to retire most of its debt, the Company incurred the
         following debt:

         $40,000,000 unsecured term note, at an interest rate of 6.61%
         fixed through swap agreements, with 60 monthly principal payments
         of $666,667 plus interest beginning January 8, 1998. At September
         25, 1999, $8,000,000 of the note was classified under current
         maturities of long-term debt. At September 25, 1999, the principal
         balance of the note was $26,000,000. (See Note H.)

         $10,000,000 borrowing under a $30,000,000 unsecured general-
         purpose bank line of credit. Interest payments on the balance
         borrowed under the line are due monthly. The interest rate on the
         outstanding borrowings under the line was 5.95% at September 25,
         1999. Borrowings under the credit line were $11,000,000 at
         September 25, 1999. (See Note H.)

         Note D--Investment Securities

         The amortized cost, gross unrealized gains and losses, and fair
         values of the Company's investment securities held to maturity at
         September 25, 1999 are summarized as follows:

                                            Gross         Gross
                              Amortized   Unrealized    Unrealized   Fair
                                 Cost       Gains         Losses     Value
                                            (In thousands)

         Corporate debt
          securities           $    924    $    --     $    --     $    924
         Municipal
          government
          securities              1,425         --         (17)       1,408
         Other debt
          securities                500         --          --          500
                               $  2,849    $    --     $   (17)    $  2,832

              The amortized cost, gross unrealized gains and losses, and
         fair values of the Company's investment securities held to
         maturity at September 26, 1998 are summarized as follows:



                                            Gross         Gross
                              Amortized   Unrealized    Unrealized   Fair
                                 Cost       Gains         Losses     Value
                                            (In thousands)

         Corporate debt
          securities         $    947      $    38      $    --     $    985
         Municipal
          Government
          securities            1,680           28           --        1,708
         Other debt
          securities              500           --           --          500
                           $    3,127      $    66      $    --     $  3,193

         The following table lists the maturities of investment securities
         classified as held to maturity at September 25, 1999:

                                                       Amortized
                                                           Cost    Fair Value
                                                            (In thousands)

         Due in less than one year                      $    924    $    924
         Due after one year through five years             1,925       1,908
                                                        $  2,849    $  2,832

         Proceeds from sales of securities were $255,000, $495,000 and
         $1,710,000 for fiscal years 1999, 1998 and 1997, respectively. The
         Company uses the specific identification method to determine the
         cost of securities sold. No material gains or losses were realized
         on sales of investment securities.

         Note E--Inventories

         Inventories consist of the following:

                                                  September 25,  September 26,
                                                        1999           1998
                                                           (In thousands)

         Finished goods                             $    8,118     $    8,054
         Raw materials                                   1,579          2,190
         Packaging materials                             1,770          2,239
         Equipment parts and other                       4,720          3,964
                                                    $   16,187     $   16,447

         Note F--Property, Plant and Equipment

         Property, plant and equipment consist of the following:

                                       September 25, September 26,  Estimated
                                             1999          1998       Useful
                                                                       Lives
                                                      (In thousands)

         Land                              $    745    $    839           --
         Buildings                            5,386       5,432   15-39.5 years
         Plant machinery
          and equipment                      66,305      60,275      5-10 years
         Marketing equipment                138,335     126,653      5 years
         Transportation
          equipment                           2,049       2,149      5 years
         Office equipment                     6,308       5,446     3-5 years
         Improvements                        11,769      10,616     5-20 years
         Construction in
         progress                             1,356       1,154            --
                                          $ 232,253   $ 212,564

         Note G--Accrued Liabilities

         Included in accrued liabilities is accrued compensation of
         $5,024,000 and $4,297,000 as of September 25, 1999 and September
         26, 1998, respectively.

         Note H--Long-Term Debt

         Long-term debt consists of the following:

                                                September 25,  September 26,
                                                     1999           1998
                                                      (In thousands)

         $40,000,000 unsecured term note,
         with 60 monthly principal payments
         of $666,667 plus 6.61% interest
         beginning January 8, 1998
         (subject to financial covenants)        $    26,000    $    34,000

         $30,000,000 unsecured general-
         purpose bank credit line, with
         interest rate tied to LIBOR with
         interest payments due monthly
         (subject to financial covenants)             11,000         16,000

         7.25% redeemable economic
         development revenue bonds payable
         December 2005; interest payable
         semiannually (subject to financial
         covenants)                                    5,000          5,000

         Other                                           874          1,622
                                                      42,874         56,622
         Less current maturities                       8,214          8,423
                                                 $    34,660    $    48,199


         Annual principal payments of long-term debt as of September 25,
         1999 are as follows (in thousands):

              2000                     $    8,214
              2001                         19,178
              2002                          8,113
              2003                          2,369
              2004                             --
              2005 and thereafter           5,000
                                      $    42,874

         Note I--Income Taxes

         Income tax expense is as follows:

                                         Fiscal year ended
                            September 25,  September 26,  September 27,
                                  1999           1998           1997
                                            (In thousands)

         Current
          U.S. Federal       $    4,516     $    5,389     $    3,381
          Foreign                    55             38             40
          State                     491            525            394
                                  5,062          5,952          3,815

         Deferred (Benefit)
          U.S. Federal            3,046            913             (3)
          Foreign                    --              7            (23)
          State                     269             87              3
                                  3,315          1,007            (23)
                             $    8,377     $    6,959     $    3,792

         The provisions for income taxes differ from the amounts computed
         by applying the federal income tax rate of approximately 34% to
         earnings before income taxes for the following reasons:

                                                Fiscal year ended
                                 September 25,  September 26,  September 27,
                                      1999           1998           1997
                                                 (In thousands)

         Income taxes at
          statutory rates         $    7,698     $    6,395          $4,063
         Increase (decrease)
          in taxes resulting
          from:
          State income taxes,
           net of federal
           income tax benefit            324            404             267
          Nontaxable income              (38)           (55)           (120)
          Other, net                     393            215            (418)
                                  $    8,377     $    6,959      $    3,792

         Deferred tax assets and liabilities consist of the following:

                                      Fiscal year ended
                                 September 25,  September 26,
                                      1999          1998
              (In thousands)

         Deferred tax assets:
          Vacation accrual          $    391       $    298
          Insurance accrual              862            515
          Deferred income                134            206
          Other, net                     956            458
                                       2,343          1,477

         Deferred tax liabilities:
          Depreciation of property
           and equipment               9,436          5,628
          Other, net                     609            236
                                      10,045          5,864
                                  $    7,702     $    4,387

         Note J--Earnings Per Share

         The Company's calculation of EPS in accordance with SFAS No. 128,
         "Earnings Per Share," is as follows:

                                 Fiscal Year Ended September 25, 1999
                                      Income         Shares    Per Share
                                   (Numerator)    (Denominator)  Amount
                                 (In thousands, except per share amounts)

         Earnings Per Basic Share
         Net Income available to
         common stockholders      $    14,264        9,025     $    1.58

         Effect of Dilutive Securities
         Options                           --          505          (.08)

         Earnings Per Diluted Share
         Net Income available to
          common stockholders plus
          assumed conversions     $    14,264        9,530     $    1.50

                                 Fiscal Year Ended September 26, 1998
                                       Income         Shares    Per Share
                                    (Numerator)    (Denominator)  Amount
                                   (In thousands, except per share amounts)

         Earnings Per Basic Share
         Net Income available to
          common stockholders     $    11,850          8,947    $    1.32
         Effect of Dilutive Securities
         Options                           --            421         (.06)
         Earnings Per Diluted Share
         Net Income available to
          common stockholders plus
          assumed conversions     $    11,850          9,368    $    1.26


                                 Fiscal Year Ended September 27, 1997
                                       Income         Shares    Per Share
                                    (Numerator)    (Denominator)  Amount
                                  (In thousands, except per share amounts)

         Earnings Per Basic Share
         Net Income available to
          common stockholders     $     8,159           8,781         $.93
         Effect of Dilutive Securities
         Options                           --             204         (.02)
         Earnings Per Diluted Share
         Net Income available
          to common stockholders plus
          assumed conversions     $     8,159           8,985         $.91

         Note K--Commitments

         1. Lease Commitments
         The following is a summary of approximate future minimum rental
         commitments for noncancelable operating leases with terms of more
         than one year as of September 25, 1999:

                                     Plants and
                                       Offices      Equipment         Total
                                               (In thousands)

         2000                      $    4,082     $    3,795     $    7,877
         2001                           3,497          3,078          6,575
         2002                           3,102          2,314          5,416
         2003                           2,651          1,696          4,347
         2004                           2,284            819          3,103
         2005 and thereafter           11,020            399         11,419
                                  $    26,636    $    12,101    $    38,737

         Total rent expense was $8,547,000, $7,766,000 and $6,002,000 for
         fiscal years 1999, 1998 and 1997, respectively.

         2. Other Commitments
         The Company is a party to litigation which management currently
         believes will not have a material adverse effect on the Company's
         financial condition or results of operations.

         Note L--Capital Stock

         Under share repurchase programs authorized by the Board of
         Directors, 712,000 shares remain to be repurchased. In fiscal year
         1999, the Company purchased and retired 250,000 shares of its
         common stock at a cost of $5,625,000. The Company purchased the
         stock from its President and Chief Executive Officer.

         Note M--Stock Options

         The Company has a Stock Option Plan (the "Plan"). Pursuant to the

         Plan, stock options may be granted to officers and key employees
         of the Company which qualify as incentive stock options as well as
         stock options which are nonqualified. The exercise price of
         incentive stock options is at least the fair market value of the
         common stock on the date of grant. The exercise price for
         nonqualified options is determined by a committee of the Board of
         Directors. The options are generally exercisable after three years
         and expire no later than ten years from date of grant. There were
         1,500,000 shares reserved under the Plan; options for 268,000
         shares remain unissued as of September 25, 1999.

         The Company has a nonqualified stock option plan for nonemployee
         directors and the Chief Executive Officer of the Company whereby a
         total of 340,000 shares of common stock may be issued. Under this
         plan, each nonemployee director is granted options to purchase
         3,000 shares of common stock, and the Chief Executive Officer is
         granted options to purchase 25,000 shares annually. The option
         price is equal to the fair market value of the common stock at the
         date of grant, and the options expire ten years after date of
         grant. Other nonqualified options have been issued to the Chief
         Executive Officer, directors and certain employees.

         The Company has adopted only the disclosure provisions of SFAS No.
         123, "Accounting for Stock-Based Compensation." It applies APB
         Opinion No. 25 and related interpretations in accounting for its
         plans and does not recognize compensation expense for its stock-
         based compensation plans. Had compensation cost for the plans been
         determined based on the fair value of the options at the grant
         date consistent with SFAS No. 123, the Company's net earnings and
         earnings per common share would have been reduced to the pro forma
         amounts indicated below:

                                     Fiscal Year Ended
                        September 25,  September 26,  September 27,
                              1999          1998           1997
                     (in thousands, except per share amounts)

         Net Earnings:
          As reported        $14,264       $11,850       $8,159
          Pro forma           13,054        11,112        7,697
         Earnings Per Diluted Share:
          As reported          $1.50         $1.26         $.91
          Pro forma             1.37          1.18          .86

         These pro forma amounts may not be representative of future
         disclosures because they do not take into effect pro forma
         compensation expense related to grants before October 1, 1995. The
         fair value of these options is estimated on the date of grant
         using the Black-Scholes option pricing model with the following
         weighted-average assumptions for grants in fiscal 1999, 1998 and
         1997, respectively; expected volatility of 40% in 1999 and 30% in
         1998 and 1997; risk-free interest rates of 6.21%, 5.12% and 6.71%;
         and expected lives ranging between 4.5 and 10 years for all years.

         A summary of the status of the Company's option plans as of fiscal
         years 1999, 1998 and 1997 and the changes during the years ended
         on those dates is represented below:

                                      Incentive          Nonqualified
                                    Stock Options        Stock Options
                                           Weighted-           Weighted-
                                 Stock       Average   Stock     Average
                                Options     Exercise  Options   Exercise
                              Outstanding    Price  Outstanding    Price

         Balance,
          September 29, 1996      745,493     $10.97    315,000   $11.27
           Granted                267,743     $11.53     34,000   $12.75
           Exercised              (84,200)    $ 9.38         --       --
           Cancelled              (52,650)    $11.15         --       --
         Balance,
          September 27, 1997      876,386     $11.26    349,000   $11.41
           Granted                223,396     $15.77     34,000   $19.25
           Exercised             (150,949)    $12.56    (22,500)  $ 6.63
           Cancelled              (52,500)    $11.40         --       --
         Balance,
          September 26, 1998      896,333     $12.18    360,500   $12.41
           Granted                241,860     $21.87     34,000   $21.75
           Exercised             (149,960)    $11.62    (62,000)  $11.39
           Cancelled              (37,574)    $12.22         --       --
         Balance,
          September 25, 1999      950,659     $14.67    332,500   $13.56
         Exercisable Options,
          September 25, 1999      292,153               298,500

         The weighted-average fair value of incentive options granted
         during fiscal years ended September 25, 1999, September 26, 1998
         and September 27, 1997 was $9.22, $5.31 and $4.24, respectively.
         The weighted-average fair value of nonqualified stock options
         granted during fiscal years ended September 25, 1999, September
         26, 1998 and September 27, 1997 was $13.75, $10.56 and $5.97,
         respectively.

         The following table summarizes information about incentive stock
         options outstanding at September 25, 1999:

                        Options Outstanding            Options Exercisable
                         Number    Weighted-             Number
                      Outstanding   Average  Weighted- Exercisable Weighted-
                            at     Remaining  Average      at      Average
            Range of    September Contractual Exercise September   Exercise
         Exercise Prices  25,1999     Life     Price    25, 1999     Price

         $ 7.25 - $10.50  170,000   1.6 years  $ 9.38   170,000    $ 9.38
         $11.00 - $16.38  550,799   2.7 years  $13.31   122,153    $11.38
         $20.00 - $24.50  229,860   4.2 years  $21.84        --        --
                          950,659                       292,153

         The following table summarizes information about nonqualified
         stock options outstanding at September 25, 1999:

              Options Outstanding Options Exercisable

                        Options Outstanding            Options Exercisable
                         Number    Weighted-             Number
                      Outstanding   Average  Weighted- Exercisable Weighted-
                            at     Remaining  Average      at      Average
            Range of    September Contractual Exercise September   Exercise
         Exercise Prices  25,1999     Life     Price    25, 1999     Price

         $ 7.25 - $10.75    44,500   2.1 years  $ 9.92    44,500    $ 9.92
         $11.00 - $13.625  220,000   4.9 years  $12.12   220,000    $12.16
         $19.25 - $21.75    68,000   9.1 years  $20.50    34,000    $19.25
                           332,500                       298,500

         Note N--401(k) Profit-Sharing Plan

         The Company maintains a 401(k) profit-sharing plan for its
         employees. Under this plan, the Company may make discretionary
         profit-sharing and matching 401(k) contributions. Contributions of
         $684,000, $512,000 and $404,000 were made in fiscal years 1999,
         1998 and 1997, respectively.

         Note O--Cash Flow Information

         The following is supplemental cash flow information:

                                          Fiscal Year Ended
                              September 25,  September 26,  September 27,
                                  1999           1998          1997
                                          (In thousands)

         Cash paid for:
          Interest           $    3,231      $    2,870     $    431
          Income taxes            5,617           6,461        4,469

         Note P--Segment Reporting
         Using the guidelines set forth in SFAS No. 131, the Company has
         two reportable segments: Snack Foods and Frozen Beverages. Snack
         Foods manufactures and distributes snack foods and bakery items.
         Frozen Beverages markets and distributes frozen beverage products.
         The segments are managed as strategic business units due to their
         distinct production processes and capital requirements.

         The Company evaluates each segment's performance based on income
         or loss before taxes, excluding corporate and other unallocated
         expenses and non-recurring charges. Information regarding the
         operations in these reportable segments is as follows:

                                            Fiscal year ended
                             September 25,  September 26,  September 27,
                                   1999           1998           1997
                                          (In thousands)

         Sales:
          Snack Foods        $    196,690   $    178,591   $    172,403
          Frozen Beverages         91,749         83,799         47,915
                             $    288,439   $    262,390   $    220,318
         Depreciation and
         Amortization:
          Snack Foods        $     13,039    $    12,167    $    11,020
          Frozen Beverages         14,599         12,992          8,250
                             $     27,638    $    25,159    $    19,270
         Income Before Taxes:
          Snack Foods        $     17,227    $    14,418    $     9,512
          Frozen Beverages          5,414          4,391          2,439
                             $     22,641    $    18,809    $    11,951
         Capital Expenditures:
          Snack Foods        $     12,332    $    15,604    $     9,502
          Frozen Beverages         14,274         16,199         10,079
                             $     26,606    $    31,803    $    19,581
         Assets:
          Snack Foods        $    112,271   $    109,378   $    106,790
          Frozen Beverages        101,409        103,883         30,037
                             $    213,680   $    213,261   $    136,827

         Sales to a single Snack Foods' customer were approximately 10% of
         the Company's sales for each of the years ending 1998 and 1997.


         Report of Independent Certified Public Accountants

         Shareholders and Board of Directors
         J&J SNACK FOODS CORP.

         We have audited the accompanying consolidated balance sheets of
         J&J Snack Foods Corp. and Subsidiaries as of September 25, 1999
         and September 26, 1998, and the related consolidated statements of
         earnings, changes in stockholders' equity and cash flows for each
         of the fiscal years in the three-year period ended September 25,
         1999. These financial statements are the responsibility of the
         Company's management. Our responsibility is to express an opinion
         on these financial statements based on our audits.

         We conducted our audits in accordance with generally accepted
         auditing standards. Those standards require that we plan and
         perform the audit to obtain reasonable assurance about whether the
         financial statements are free of material misstatement. An audit
         includes examining, on a test basis, evidence supporting the
         amounts and disclosures in the financial statements. An audit also
         includes assessing the accounting principles used and significant
         estimates made by management, as well as evaluating the overall
         financial statement presentation. We believe that our audits
         provide a reasonable basis for our opinion.

         In our opinion, the financial statements referred to above present
         fairly, in all material respects, the consolidated financial
         position of J&J Snack Foods Corp. and Subsidiaries as of September
         25, 1999 and September 26, 1998, and the consolidated results of
         their operations and their consolidated cash flows for each of the
         fiscal years in the three-year period ended September 25, 1999 in
         conformity with generally accepted accounting principles.

         Grant Thornton LLP
         Philadelphia, Pennsylvania
         November 2, 1999


         Corporate Information

         Directors

         Gerald B. Shreiber
         Chairman of the Board,
         President and Chief Executive Officer

         Dennis G. Moore
         Senior Vice President,
         Chief Financial Officer,
         Secretary and Treasurer

         Robert M. Radano
         Senior Vice President and Chief Operating Officer

         Stephen N. Frankel
         President,
         Stephen N. Frankel Realtor, Inc.

         Peter G. Stanley
         Consultant

         Leonard M. Lodish, Ph.D.
         Samuel R. Harrell Professor,
         Marketing Department of the Wharton School,
         University of Pennsylvania


         Officers

         Gerald B. Shreiber
         Chairman of the Board,
         President and Chief Executive Officer

         Dennis G. Moore
         Senior Vice President,
         Chief Financial Officer,
         Secretary and Treasurer

         Robert M. Radano
         Senior Vice President and Chief Operating Officer

         Robyn Shreiber Cook
         Senior Vice President, West

         Paul L. Hirschman
         Vice President, Information Systems


         Officers of Subsidiary Companies

         J&J SNACK FOODS CORP. OF NEW JERSEY

         John Duckett
         Vice President, Service & Assembly

         Anthony P. Harrison II
         Vice President, Quality Control and Research & Development

         John P. Heim
         Vice President, Engineering & Manufacturing

         Michael Karaban
         Vice President, Marketing

         H. Robert Long
         Vice President, Distribution

         Craig S. Parker
         Vice President, School Food Service & Branded Concepts

         Milton L. Segal
         Vice President, Purchasing

         Steven J. Taylor
         Vice President, Sales


         J&J SNACK FOODS CORP. OF CALIFORNIA

         Don Smith
         Vice President, Research and Development


         MIA PRODUCTS
         T.J. Couzens
         Vice President/General Manager


         THE ICEE COMPANY

         Dan Fachner
         President

         Kent Galloway
         Vice President and Chief Financial Officer

         Joe Boulanger
         Vice President/General Manager
         Western Zone

         Lou Fiorentino
         Vice President/General Manager
         Eastern Zone

         Rick Naylor
         Vice President/General Manager
         Central Zone

         Rod Sexton
         Vice President of Service Operations


         ICEE DE MEXICO, S.A. DE C.V.

         Andres Gonzalez
         Vice President


         PRETZELS, INC.

         Gary Powell
         President


         Quarterly Common Stock Data

                   Market Price
         Fiscal 1999          High      Low
         1st Quarter         22 1/2    15 3/4
         2nd Quarter         25        19 5/16
         3rd Quarter         24        19 3/4
         4th Quarter         24 7/16   20 1/4
         Fiscal 1998          High      Low
         1st Quarter         17 3/8    13 1/2
         2nd Quarter         19 1/2    12 1/2
         3rd Quarter         20 3/4    17 7/8
         4th Quarter         22 1/4    14 3/4

         Stock Listing
         The common stock of J&J Snack Foods Corp.
         is traded on the over-the-counter market
         on the NASDAQ National Market System
         with the symbol JJSF.


         Transfer Agent and Registrar
         American Stock Transfer & Trust Company
         6201 15th Avenue
         Brooklyn, NY 11219

         Independent Accountants
         Grant Thornton LLP

         Counsel
         Blank, Rome, Comisky & McCauley LLP

         Annual Meeting
         The Annual Meeting of Shareholders
         is scheduled for Thursday, February 3, 2000
         at 10:00 a.m. at the Hilton at
         Cherry Hill, 2349 W. Marlton Pike,
         Cherry Hill, New Jersey.

         Form 10-K
         Copies of the Company's Annual Report
         to the Securities and Exchange Commission
         on Form 10-K may be obtained without charge
         by writing to:

         J&J Snack Foods Corp.
         6000 Central Highway
         Pennsauken, NJ  08109
         Attention: Dennis G. Moore

         Web Site
         www.jjsnack.com



          EXHIBIT 22.1 - SUBSIDIARIES OF J & J SNACK FOODS CORP.

                                                         Place of
                                                       Incorporation

              J & J Snack Foods Investment Corp.       Delaware

              The ICEE Company                         Delaware

              J & J Snack Foods Corp. of New Jersey    New Jersey

              J & J Snack Foods Corp. of California    California

              J & J Snack Foods Corp./Midwest          Illinois

              J & J Snack Foods Corp./Mia              Pennsylvania

              J & J Snack Foods Corp. of Pennsylvania  Pennsylvania

              J & J Snack Foods Sales Corp.            New Jersey

              J & J Snack Foods Sales Corp. of Texas   Texas

              J & J Snack Foods Transport Corp.        New Jersey

              ICEE-Canada, Inc.                        Canada

              ICEE de Mexico, S.A. De C.V.             Mexico

              J & J Restaurant Group, Inc.             Pennsylvania

              Bakers Best Snack Food Corp.             Pennsylvania

              Pretzels, Inc.                           Texas

              Federal PBC Company                      Pennsylvania










                                        57

            EXHIBIT 24.1


            CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


                We have issued our reports dated November 2, 1999
            accompanying the consolidated financial statements and
            schedules incorporated by reference or included in the
            Annual Report of J & J Snack Foods Corp. and Subsidiaries
            on Form 10-K for the year ended September 25, 1999.  We
            hereby consent to the incorporation by reference of said
            reports in the Registration Statement of J & J Snack Foods
            Corp. and Subsidiaries on Forms S-8 (File No. 333-03833,
            effective May 16, 1996, File No. 33-87532, effective
            December 16, 1994 and File No. 33-50036, effective July 24,
            1992).
                                              GRANT THORNTON LLP


            Philadelphia, Pennsylvania
            December 16, 1999











                                         58

  

 5
 1,000

                             
                   12-MOS
                          SEP-25-1999
                               SEP-25-1999
                                            5945
                                       924
                                    32687
                                     (806)
                                      16187
                                 56067
                                          232253
                                (130292)
                                  213680
                            39904
                                          34660
                                0
                                          0
                                         36251
                                       94918
                    213680
                                         288439
                                288439
                                           134963
                                   128513
                                     0
                                     0
                                3224
                                  22641
                                      8377
                              14264
                                       0
                                      0
                                            0
                                     14264
                                       1.58
                                      1.5