UNITED STATES

                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549

                                 FORM 10-Q

                                (Mark One)

       X Quarterly Report Pursuant to Section 13 or 15(d) of the
       Securities Exchange Act of 1934

       For the period ended March 27, 2004

                                    or


         Transition Report Pursuant to Section 13 or 15(d) of the
       Securities Exchange Act of 1934

       Commission File Number:  0-14616


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

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

                6000 Central Highway, Pennsauken, NJ 08109
                 (Address of principal executive offices)

                         Telephone (856) 665-9533


           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 (or for such shorter period that the
       registrant was required to file such reports), and (2) has
       been subject to such filing requirements for the past 90
       days.

                X    Yes                           No

           Indicate by check mark whether the registrant is an
       accelerated filer (as defined in Rule 12b-2 of the Exchange
       Act)
                X    Yes                           No

       As of April 20, 2004, there were 8,910,940 shares of the
       Registrant's Common Stock outstanding.


                                   INDEX




                                                             Page
                                                            Number
       Part I.   Financial Information

         Item l. Consolidated Financial Statements

           Consolidated Balance Sheets March 27, 2004
            (unaudited) and September 27, 2003                3

           Consolidated Statements of Operations Three
            Months and Six Months Ended March 27, 2004
            and March 29, 2003 (unaudited)                    5

           Consolidated Statements of Cash Flows Six
            Months Ended March 27, 2004 and March 29,
            2003 (unaudited)                                  6

            Notes to the Consolidated Financial Statements    7

         Item 2. Management's Discussion and Analysis of
                   Financial Condition and Results of
                   Operations                                18

         Item 3. Quantitative and Qualitative Disclosures
                   About Market Risk                         21

         Item 4. Controls and Procedures                     21

       Part II.  Other Information
         Item 4. Submission of Matters to a Vote of
                  Security Holders                           23

         Item 6. Exhibits and Reports on Form 8-K            23
                   PART I. FINANCIAL INFORMATION

       Item 1.   Consolidated Financial Statements

                 J & J SNACK FOODS CORP. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                              (in thousands)

                                             ASSETS
                                     March 27,    September 27,
                                         2004           2003
                                     (Unaudited)
       Current assets
        Cash and cash equivalents     $ 34,665       $ 37,694
        Accounts receivable             41,665         38,161
        Inventories                     29,129         23,202
        Prepaid expenses and other       1,567          1,348
                                       107,026        100,405
       Property, plant and equipment,
        at cost
         Land                              606            606
         Buildings                       5,106          5,106
         Plant machinery and
          equipment                     98,824         93,122
         Marketing equipment           175,743        173,360
         Transportation equipment          950            909
         Office equipment                8,181          7,394
         Improvements                   15,069         15,654
         Construction in progress        3,910          2,458
                                       308,389        298,609
          Less accumulated deprecia-
           tion and amortization       219,525        211,494

                                        88,864         87,115

       Other assets
         Goodwill                       46,477         45,850
         Other intangible assets,
           less accumulated
           amortization                  2,656          1,231
         Long term investment
            securities held to
           maturity                          -            275
         Other                           1,577          1,807
                                        50,710         49,163
                                      $246,600       $236,683

       See accompanying notes to the consolidated financial
       statements.

                                     3
                 J & J SNACK FOODS CORP. AND SUBSIDIARIES

                  CONSOLIDATED BALANCE SHEETS Continued
                              (in thousands)



         LIABILITIES AND               March 27,   September 27,
       STOCKHOLDERS' EQUITY             2004            2003
                                     (Unaudited)

       Current liabilities
         Accounts payable              $ 30,889       $ 27,252
         Accrued liabilities             11,690         12,806

                                         42,579         40,058


       Deferred income taxes             13,374         13,374
       Other long-term liabilities          598            687
                                         13,972         14,061

       Stockholders' equity
       Capital stock
         Preferred, $1 par value;
           authorized, 5,000
           shares; none issued                -              -
         Common, no par value;
           authorized 25,000
           shares; issued and
           outstanding, 8,906
           and 8,757, respectively       30,479         28,143
       Accumulated other comprehen-
         sive loss                       (1,975)        (1,957)
       Retained earnings                161,545        156,378

                                        190,049        182,564
                                       $246,600       $236,683


       See accompanying notes to the consolidated financial
       statements.











                                     4
                J & J SNACK FOODS CORP. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                (Unaudited)
                 (in thousands, except per share amounts)

                           Three months ended  Six months ended
                          March 27, March 29, March 27, March 29,
                            2004      2003      2004      2003

       Net Sales            $95,214   $81,408 $175,159  $158,652

       Cost of goods sold    64,468    54,532  119,775   109,711
         Gross profit        30,746    26,876   55,384    48,941

       Operating expenses
         Marketing           12,898    11,870   24,122    22,733
         Distribution         7,889     6,490   14,849    12,618
         Administrative       4,633     3,887    8,341     7,209
         Other general
          (income) expense      203         6      170       (52)
                             25,623    22,253   47,482    42,508

       Operating income       5,123     4,623    7,902     6,433

       Other income (expenses)
         Investment income      112        88      229       186
         Interest expense       (28)      (22)      (57)      (54)


         Earnings before
          income taxes        5,207     4,689    8,074     6,565

       Income taxes           1,865     1,688    2,907     2,363

         NET EARNINGS       $ 3,342   $ 3,001 $  5,167  $  4,202

       Earnings per
         diluted share         $.36      $.33     $.57      $.46

       Weighted average number
         of diluted shares    9,170     9,069    9,105     9,152

       Earnings per basic
         share                 $.38      $.34     $.58     $ .48

       Weighted average number
         of basic shares      8,877     8,737    8,834     8,734

       See accompanying notes to the consolidated financial
       statements.



                                     5
                J & J SNACK FOODS CORP. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (Unaudited) (in thousands)
                                            Six months ended
                                          March 27,   March 29,
                                            2004        2003
       Operating activities:
         Net earnings                      $  5,167    $  4,202
       Adjustments to reconcile net
        earnings to net cash
        provided by operating activities:
         Depreciation and amortization
          of fixed assets                    11,688      12,836
         Amortization of intangibles
          and deferred costs                    474         384
         Other                                   83        (291)
         Changes in assets and liabilities,
          net of effects from purchase of
          companies
           (Increase)decrease in accounts
            receivable                       (1,059)      2,181
           Increase in inventories           (2,225)     (4,812)
           Increase in prepaid expenses        (130)       (210)
           Increase in accounts payable
            and accrued liabilities           1,254         103
         Net cash provided by operating
          activities                         15,252      14,393
       Investing activities:
        Purchases of property, plant
         and equipment                       (8,482)     (8,262)
        Payments for purchase of companies,
         net of cash acquired               (12,668)          -
        Proceeds from investments
         held to maturity                       275         305
        Proceeds from disposals of
         property and equipment                 424       1,880
        Other                                    24        (200)
        Net cash used in investing
         activities                         (20,427)     (6,277)
       Financing activities:
        Proceeds from issuance of stock       2,146         882
        Payments to repurchase common stock       -      (6,210)
         Net cash provided by (used in)
          financing activities                2,146      (5,328)
         Net (decrease) increase in cash
          and cash equivalents               (3,029)      2,788
       Cash and cash equivalents at
        beginning of period                  37,694      14,158
       Cash and cash equivalents at
        end of period                      $ 34,665    $ 16,946

       See accompanying notes to the consolidated financial
       statements.
                                     6
                  J & J SNACK FOODS CORP. AND SUBSIDIARIES

              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

       Note 1  In the opinion of management, the accompanying
               unaudited consolidated financial statements contain
               all adjustments (consisting of only normal recurring
               adjustments) necessary to present fairly the
               financial position and the results of operations and
               cash flows.  Certain prior year amounts have been
               reclassified to conform to the current period
               presentation.  These reclassifications had no effect
               on reported net earnings.

               The results of operations for the three months and
               six months ended March 27, 2004 and March 29, 2003
               are not necessarily indicative of results for the
               full year.  Sales of our retail stores are generally
               higher in the first quarter due to the holiday
               shopping season.  Sales of our frozen beverages and
               frozen juice bars and ices are generally higher in
               the third and fourth quarters due to warmer weather.

               While we believe that the disclosures presented are
               adequate to make the information not misleading, it
               is suggested that these consolidated financial
               statements be read in conjunction with the
               consolidated financial statements and the notes
               included in the Company's Annual Report on Form 10-K
               for the year ended September 27, 2003.

       Note 2  We recognize revenue from Food Service, Retail
               Supermarkets, The Restaurant Group and Frozen
               Beverage products at the time the products are
               shipped to third parties.  When we perform services
               for others under time and material agreements,
               revenue is recognized upon the completion of the
               services. We also sell fixed-fee service contracts.
               The terms of coverage range between 12 and 60
               months.  We record deferred income on service
               contracts which is amortized by the straight-line
               method over the term of the contracts. We provide an
               allowance for doubtful receivables after taking into
               account historical experience and other factors.

       Note 3  Depreciation of equipment and buildings is provided
               for by the straight-line method 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
               lives, whichever is shorter.  Licenses and rights
               arising from acquisitions are amortized by the

                                     7

               straight-line method over periods ranging from 4 to
               20 years.

       Note 4  Our calculation of earnings per share in accordance
               with SFAS No. 128, "Earnings Per Share," is as
               follows:

                               Three Months Ended March 27, 2004
                               Income       Shares    Per Share
                             (Numerator)  (Denominator)  Amount
                         (in thousands, except per share amounts)

       Basic EPS
       Net Earnings available
        to common stockholders   $3,342     8,877       $.38

       Effect of Dilutive Securities
       Options                        -       293       (.02)

       Diluted EPS
       Net Earnings available to
        common stockholders plus
        assumed conversions      $3,342     9,170       $.36



                               Six Months Ended March 27, 2004
                               Income       Shares    Per Share
                             (Numerator) (Denominator)   Amount
                         (in thousands, except per share amounts)

       Basic EPS
       Net Earnings available
        to common stockholders   $5,167     8,834       $.58

       Effect of Dilutive Securities
       Options                        -       271       (.01)

       Diluted EPS
       Net Earnings available to
        common stockholders plus
        assumed conversions      $5,167     9,105       $.57

       92,394 anti-dilutive weighted shares have been excluded in
       the computation of the six months ended March 27, 2004
       diluted EPS because the options' exercise price is greater
       than the average market price of the common stock.






                                     8
                              Three Months Ended March 29, 2003
                               Income       Shares    Per Share
                             (Numerator) (Denominator)   Amount
                         (in thousands, except per share amounts)

       Basic EPS
       Net Earnings available
        to common stockholders   $ 3,001     8,737      $.34

       Effect of Dilutive Securities
       Options                         -       332      (.01)

       Diluted EPS
       Net Earnings available to
        common stockholders plus
         assumed conversions      $3,001     9,069      $.33

       95,794 anti-dilutive weighted shares have been excluded in
       the computation of the three months ended March 29, 2003
       diluted EPS because the options' exercise price is greater
       than the average market price of the common stock.


                               Six Months Ended March 29, 2003
                               Income       Shares    Per Share
                             (Numerator) (Denominator)   Amount
                         (in thousands, except per share amounts)

       Basic EPS
       Net Earnings available
        to common stockholders   $4,202     8,734       $.48

       Effect of Dilutive Securities
       Options                        -       418       (.02)

       Diluted EPS
       Net Earnings available to
        common stockholders plus
        assumed conversions      $4,202     9,152       $.46

       95,794 anti-dilutive weighted shares have been excluded in
       the computation of the six months ended March 29, 2003
       diluted EPS because the options' exercise price is greater
       than the average market price of the common stock.

       Note 5 The Company accounts for stock options under SFAS
               No. 123, "Accounting for Stock-Based Compensation",
               as amended by SFAS No. 148, which contains a fair
               value-based method for valuing stock-based
               compensation that entities may use, which measures



                                     9
               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.  Alternatively, SFAS No. 123
               permits entities to continue accounting for employee
               stock options and similar equity instruments under
               Accounting Principles Board (APB) Opinion 25,
               "Accounting for Stock Issued to Employees".
               Entities that continue to account for stock options
               using APB Opinion 25 are required to make pro forma
               disclosures of net income and earnings per share, as
               if the fair value-based method of accounting defined
               in SFAS No. 123 had been applied.

               At March 27, 2004, the Company has one stock-based
               employee compensation plan.  The Company accounts
               for this plan under the recognition and measurement
               principles of APB No. 25, "Accounting for Stock
               Issued to Employees", and related interpretations.
               Stock-based employee compensation costs are not
               reflected in net income, as all options granted
               under the plans had an exercise price equal to the
               market value of the underlying common stock on the
               date of grant.  The following table illustrates the
               effect on net income and earnings per share if the
               Company had applied the fair value recognition
               provisions of SFAS No. 123, to stock-based employee
               compensation.

























                                    10
                           Three Months Ended   Six Months Ended
                          March 27, March 29, March 27, March 29,
                             2004      2003      2004      2003
       Net income,
        as reported       $3,342    $3,001    $5,167    $4,202

       Less: stock-based
        compensation
        costs determined
        under fair value
        based method for
        all awards           287       325       573       666

       Net income, pro
        forma             $3,055    $2,676    $4,594    $3,536

       Earnings per share
        of common stock -
        basic:
         As reported      $  .38    $  .34    $  .58    $  .48
         Pro forma        $  .34    $  .31    $  .52    $  .40

       Earnings per share
        of common stock
        diluted:
         As reported      $  .36    $  .33    $  .57    $  .46
         Pro forma        $  .33    $  .30    $  .50    $  .39

         The fair value of each option grant is estimated on the
       date of grant using the Black-Scholes options-pricing model
       with the following weighted average assumptions used for
       grants in fiscal 2003 and fiscal 2004: expected volatility
       of 43% and 15%; risk-free interest rates of 3.07% and
       3.24%; and expected lives ranging between 5 and 10 years.

       Note 6  In November 2002, FASB Interpretation 45,
               "Guarantor's Accounting and Disclosure Requirements
               for Guarantees, Including Indirect Guarantees of
               Indebtedness of Others" (FIN 45), was issued.  FIN
               45 requires a guarantor entity, at the inception of
               a guarantee covered by the measurement provisions of
               the interpretation, to record a liability for the
               fair value of the obligation undertaken in issuing
               the guarantee.

               We previously did not record a liability when
               guaranteeing obligations unless it became probable
               that we would have to perform under the guarantee.
               FIN 45 applies prospectively to guarantees we issue
               or modify subsequent to December 31, 2002, but has


                                    11
               certain disclosure requirements effective for
               interim and annual periods ending after December 15,
               2002.  The adoption of FIN 45 did not have a
               significant impact on our consolidated financial
               position, results of operations or cash flows.

               In January 2003, the FASB issued Interpretation No.
               46, Consolidation of Variable Interest Entities (FIN
               46). In general, a variable interest entity is a
               corporation, partnership, trust or any other legal
               structure used for business purposes that either (a)
               does not have equity investors with voting rights or
               (b)  has  equity  investors  that  do  not  provide
               sufficient financial resources for the entity to
               support its activities. FIN 46 requires certain
               variable interest entities to be consolidated by the
               primary beneficiary of the entity if the investors
               do not have the characteristics of a controlling
               financial interest or do not have sufficient equity
               at risk for the entity to finance its activities
               without additional subordinated financial support
               from other parties. The consolidation requirements
               of FIN 46 apply immediately to variable interest
               entities created after January 31, 2003. We adopted
               the provisions of FIN 46 effective February 1, 2003
               and such adoption did not have a material impact on
               our  consolidated  financial  statements  since  we
               currently have no variable interest entities.

               In December 2003, the FASB issued FIN 46R with
               respect to variable interest entities created before
               January 31, 2003, which among other things, revised
               the implementation date to the first fiscal year or
               interim period ending after March 15, 2004, with the
               exception of Special Purpose Entities (SPE). The
               consolidation requirements apply to all SPE's in the
               first fiscal year or interim period ending after
               December 15, 2003. We adopted the provisions of FIN
               46R effective December 29, 2003 and such adoption
               did not have a material impact on our consolidated
               financial statements since we currently have no
               SPE's.

               On May 15, 2003, the FASB issued SFAS No. 150,
               "Accounting for Certain Financial Instruments with
               Characteristics of Both Liabilities and Equity."
               SFAS No. 150 establishes standards for how an issuer
               classifies and measures certain financial
               instruments with characteristics of both liabilities
               and equity.

                                    12
               Most of the guidance in SFAS No. 150 is effective
               for all financial instruments entered into or
               modified after May 31, 2003, and otherwise is
               effective at the beginning of the first interim
               period beginning after June 15, 2003.  The adoption
               of SFAS No. 150 did not have a material effect on
               our consolidated financial position, results of
               operations or cash flows.

       Note 7  Inventories consist of the following:

                                          March 27,  September 27,
                                            2004        2003
                                              (in thousands)
                                               (unaudited)

              Finished goods                $15,169      $10,537
              Raw materials                   3,335        2,775
              Packaging materials             2,918        2,975
              Equipment parts & other         7,707        6,915
                                            $29,129      $23,202

       Note 8  We principally sell our products to the food service
               and retail supermarket industries.  We also
               distribute our products directly to the consumer
               through our chain of retail stores referred to as
               The Restaurant Group.  Sales and results of our
               frozen beverages business are monitored separately
               from the balance of our food service business and
               restaurant group because of different distribution
               and capital requirements.  We maintain separate and
               discrete financial information for the four
               operating segments mentioned above which is
               available to our Chief Operating Decision Makers.
               We have applied no aggregate criteria to any of
               these operating segments in order to determine
               reportable segments. Our four reportable segments
               are Food Service, Retail Supermarkets, The
               Restaurant Group and Frozen Beverages.  All inter-
               segment net sales and expenses have been eliminated
               in computing net sales and operating income (loss).
               These segments are described below.

              Food Service

               The primary products sold to the food service group
               are soft pretzels, frozen juice treats and desserts,
               churros and baked goods.  Our customers in the food
               service industry include snack bars and food stands
               in chain, department and discount stores; malls and
               shopping centers; fast food outlets; stadiums and

                                    13
               sports arenas; leisure and theme parks; convenience
               stores; movie theatres; warehouse club stores;
               schools, colleges and other institutions.  Within
               the food service industry, our products are
               purchased by the consumer primarily for consumption
               at the point-of-sale.

              Retail Supermarkets

               The primary products sold to the retail supermarket
               industry are soft pretzel products, including
               SUPERPRETZEL, LUIGI'S Real Italian Ice, MINUTE MAID
               Juice Bars and Soft Frozen Lemonade, ICEE Squeeze Up
               Tubes and TIO PEPE'S Churros.  Within the retail
               supermarket industry, our frozen and prepackaged
               products are purchased by the consumer for
               consumption at home.

              The Restaurant Group

               We sell direct to the consumer through our
               Restaurant Group, which operates BAVARIAN PRETZEL
               BAKERY and PRETZEL GOURMET, our chain of specialty
               snack food retail outlets.

              Frozen Beverages

               We sell frozen beverages to the food service
               industry, including our restaurant group,  primarily
               under the names ICEE and ARCTIC BLAST in the United
               States, Mexico and Canada.

               The Chief Operating Decision Maker for Food Service,
               Retail Supermarkets and The Restaurant Group and the
               Chief Operating Decision Maker for Frozen Beverages
               monthly review and evaluate operating income and
               sales in order to assess performance and allocate
               resources to each individual segment.  In addition,
               the Chief Operating Decision Makers review and
               evaluate depreciation, capital spending and assets
               of each segment on a quarterly basis to monitor cash
               flow and asset needs of each segment. Information
               regarding the operations in these four reportable
               segments is as follows:









                                    14
                          Three Months Ended   Six Months Ended
                          March 27, March 29, March 27, March 29,
                            2004      2003      2004      2003
                                     (in thousands)
       Sales to External Customers:
         Food Service      $ 60,747  $ 47,267  $108,688  $ 91,073
         Retail Supermarket   9,289     9,393    15,566    15,132
         Restaurant Group     1,971     2,353     4,539     5,443
         Frozen Beverages    23,207    22,395    46,366    47,004
                           $ 95,214  $ 81,408  $175,159  $158,652

       Depreciation and Amortization:
         Food Service      $  3,506  $  3,271  $  6,788  $  6,611
         Retail Supermarket     -         -         -         -
         Restaurant Group        99       147       210       304
         Frozen Beverages     2,491     2,594     5,164     6,305
                           $  6,096  $  6,012  $ 12,162  $ 13,220

       Operating Income(Loss):
         Food Service      $  5,297  $  4,869  $  8,145  $  7,532
         Retail Supermarket     717       560       776       146
         Restaurant Group      (466)     (313)     (414)     (183)
         Frozen Beverages      (425)     (493)     (605)   (1,062)
                           $  5,123  $  4,623  $  7,902  $  6,433

       Capital Expenditures:
         Food Service      $  2,466  $  2,869  $  3,702  $  4,267
         Retail Supermarket     -         -         -         -
         Restaurant Group         6        28        15        48
         Frozen Beverages     2,758     2,169     4,765     3,947
                           $  5,230  $  5,066  $  8,482  $  8,262

       Assets:
         Food Service      $162,166  $136,172  $162,166  $136,172
         Retail Supermarket     -         -         -         -
         Restaurant Group     1,654     2,542     1,654     2,542
         Frozen Beverages    82,780    80,199    82,780    80,199
                           $246,600  $218,913  $246,600  $218,913

       Note 9 We follow SFAS No. 142 "Goodwill and Intangible
               Assets".  SFAS No. 142 includes requirements to test
               goodwill and indefinite lived intangible assets for
               impairment rather than amortize them; accordingly,
               we no longer amortize goodwill.

               Our four reporting units, which are also reportable
               segments, are Food Service, Retail Supermarkets, The
               Restaurant Group and Frozen Beverages.  Each of the
               segments have goodwill and indefinite lived
               intangible assets.


                                    15
          The carrying amount of acquired intangible assets for the
          Food Service, Retail Supermarkets, The Restaurant Group
          and Frozen Beverage segments as of March 27, 2004 are as
          follows:
                                  Gross                     Net
                                 Carrying  Accumulated    Carrying
                                  Amount  Amortization     Amount
                                          (in thousands)

       FOOD SERVICE

       Amortized intangible assets
         Licenses and rights       $3,730       $1,137     $2,593

       RETAIL SUPERMARKETS

       Amortized intangible assets
         Licenses and rights       $    -       $    -     $    -


       THE RESTAURANT GROUP

       Amortized Intangible Assets
         Licenses and rights       $   20       $   20     $    -

       FROZEN BEVERAGES

       Amortized intangible assets
         Licenses and rights       $  201       $  138     $   63

            Licenses and rights are being amortized by the
       straight-line method over periods ranging from 4 to 20
       years and amortization expense is reflected throughout
       operating expenses.  The gross carrying amount of
       intangible assets for the three and six months ended March
       27, 2004 increased by $1,663,000 related to the acquisition
       of Country Home Bakers, Inc. Aggregate amortization expense
       of intangible assets for the three months ended March 27,
       2004 and March 29, 2003 was $161,000 and $77,000,
       respectively and for the six months ended March 27, 2004
       and March 29, 2003 was $239,000 and $155,000, respectively.

            Estimated amortization expense for the next five
       fiscal years is approximately $570,000 in 2004 and 2005,
       and $500,000 in 2006, 2007 and 2008.








                                    16
        Goodwill

            The carrying amounts of goodwill for the Food Service,
       Retail Supermarket, Restaurant Group and Frozen Beverage
       segments are as follows:

                      Food    Retail    Restaurant Frozen
                      Service Supermarket  Group   Beverages Total
                                     (in thousands)
       Balance at
        March 27,
          2004        $14,241    $ -       $386    $31,850  $46,477


            As a result of the quarterly impairment testing performed,
       we deemed it necessary to record an impairment charge of $52,000
       within the Restaurant Group segment.  The Restaurant Group segment
       is comprised solely of retail stores.  The impairment charge is
       the result of diminished operating performance at certain of
       these stores.







































                                    17
        Item 2. Management's Discussion and Analysis of
              Financial Condition and Results of Operations

       Liquidity and Capital Resources

            Our current cash and marketable securities balances
       and cash expected to be provided by future operations are
       our primary sources of liquidity.  We believe that these
       sources, along with our borrowing capacity, are sufficient
       to fund future growth and expansion.

            In the three months ended March 27, 2004 and March 29,
       2003, fluctuations in the valuation of the Mexican peso
       caused an increase of $49,000 and a decrease of $70,000,
       respectively, in stockholders' equity because of the
       revaluation of the net assets of the Company's Mexican
       frozen beverage subsidiary. In the six month periods, there
       was a decrease of $18,000 in fiscal year 2004 and a
       decrease of $99,000 in fiscal year 2003.

            On January 5, 2004, we acquired the assets of Country
       Home Bakers, Inc. for approximately $13 million in cash.
       Country Home Bakers, Inc., with its manufacturing facility
       in Atlanta, GA, manufactures and distributes bakery
       products to the food service and supermarket industries.
       Its product line includes cookies, biscuits, and frozen
       doughs sold under the names READI-BAKE, COUNTRY HOME and
       private labels sold through supermarket in-store bakeries.
       Total annual sales are estimated to be approximately $55
       million.

            Our general-purpose bank credit line provides for up
       to a $50,000,000 revolving credit facility. The agreement
       contains restrictive covenants and requires commitment fees
       in accordance with standard banking practice. There were no
       outstanding balances under this facility at March 27, 2004.
       The expiration date of the credit line has been extended to
       December 2006.

       Results of Operations

            Net sales increased $13,806,000 or 17% for the three
       months to $95,214,000 and $16,507,000 or 10% to
       $175,159,000 for the six months ended March 27, 2004
       compared to the three and six months ended March 29, 2003.
       Excluding sales from the acquisition of Country Home
       Bakers, Inc. in January 2004, net sales increased
       $1,991,000 or 2% for the three months and $4,692,000 or 3%
       for the six months ended March 27, 2004 compared to the
       three and six months ended March 29, 2003.



                                    18
        FOOD SERVICE

            Sales to food service customers increased $13,480,000
       or 29% in the second quarter to $60,747,000 and increased
       $17,615,000 or 19% for the six months. Excluding sales from
       the acquisition of Country Home Bakers, Inc., sales to food
       service customers increased $1,665,000, or 4% in the second
       quarter and increased $5,800,000, or 6% for the six months.
       Soft pretzel sales to the food service market decreased 1%
       to $20,357,000 in the second quarter and increased 4% to
       $39,241,000 in the six months. The 1% decrease in pretzel
       sales for the quarter compares to a 19% increase in the
       year ago quarter and resulted from a drop-off in sales to
       one customer which had increased significantly in the year
       ago quarter. Italian ice and frozen juice treat and dessert
       sales decreased 12% to $6,763,000 in the three months and
       4% to $12,415,000 in the six months due to decreased sales
       to warehouse club stores who have replaced some of our
       products with low carb products. Churro sales to food
       service customers increased 3% to $3,199,000 in the second
       quarter and were up 3% to $6,382,000 in the six months.
       Sales of bakery products increased $14,475,000 or 97% in
       the second quarter to $29,358,000 and increased $16,403,000
       or 51% for the six months. Excluding sales from the
       acquisition of Country Home Bakers, Inc., sales of bakery
       products increased $2,660,000 or 18% in the second quarter
       and $4,588,000 or 14% for the six months due to increased
       sales to existing customers and sales to new customers. The
       changes in sales throughout the food service segment were
       from a combination of volume changes and price increases.

       RETAIL SUPERMARKETS

            Sales of products to retail supermarkets decreased
       $104,000 or 1% to $9,289,000 in the second quarter and
       increased 3% to $15,566,000 in the first half. Soft pretzel
       sales for the second quarter were up 3% to $5,774,000 and
       were up 7% to $9,981,000 for the six months due mainly to
       sales of our recently introduced PRETZELFILS. Sales of
       frozen juices and ices decreased $141,000 or 4% to
       $3,848,000 in the second quarter and were essentially
       unchanged at $6,338,000 in the first half, although case
       sales of frozen juices and ices were down about 12% for the
       quarter and six months.

       THE RESTAURANT GROUP

            Sales of our Restaurant Group decreased 16% to
       $1,971,000 in the second quarter and 17% to $4,539,000 for
       the six month period. The sales decreases were caused
       primarily by decreased mall traffic and the closing or
       licensing of unprofitable stores. During the quarter, eight

                                    19
       stores were closed or licensed to others, leaving a total
       of 38 open at quarter end. Operating income was impacted
       during the quarter by approximately $160,000 of closing
       costs.

       FROZEN BEVERAGES

            Frozen beverage and related product sales increased 4%
       to $23,207,000 in the second quarter and decreased $638,000
       or 1% to $46,366,000 in the six month period. Excluding the
       sale of equipment to one customer in last year's first
       quarter, sales would have been up about 2% for the six
       months. Beverage sales alone increased 6% to $17,629,000 in
       the second quarter and 2% to $35,040,000 in the six months.
       Service revenue increased 2% to $3,898,000 in the second
       quarter and 14% to $8,013,000 for the six months.

       CONSOLIDATED

            Gross profit as a percentage of sales decreased to 32%
       in the current year's three month period from 33% last year
       and increased to 32% in the six months period from 31% a
       year ago. The decrease in the second quarter resulted
       primarily from increased sales of bakery products.  The
       increase in the six months was caused primarily by a lower
       level of allowances in our retail supermarket business and
       reduced depreciation of our frozen beverage dispensing
       machines.

            Total operating expenses increased $3,370,000 in the
       second quarter but as a percentage of sales remained at
       27%. For the first half, operating expenses increased
       $4,974,000 but as a percentage of sales also remained at
       27%. Marketing expenses decreased to 14% of sales in the
       second quarter from 15% last year and were 14% of sales in
       both years' six month periods. Distribution expenses were
       8% of sales in all periods and Administrative expenses as a
       percent of sales were 5% for all periods.

            Operating income increased $500,000 or 11% to
       $5,123,000 in the second quarter and $1,469,000 or 23% to
       $7,902,000 in the first half.

            Operating income was impacted by approximately
       $800,000 of higher group medical insurance costs in the
       first six months of the year compared to last year; we
       expect these costs to continue to increase for the
       foreseeable future.  The trend in commodity costs has
       overall been moderately unfavorable; although recent sharp
       increases in the price of eggs, shortening, butter and
       cheese, if sustained, could have a significant impact on
       our operating income as long as prices remain at their high
       levels. Additionally, flour prices, currently 15-20% above
                                   20
       prior year levels, could impact our operating income as
       well over the foreseeable future.

            The effective income tax rate has been estimated at
       36% for all periods reported.

            Net earnings increased $341,000 or 11% in the current
       three month period to $3,342,000 and increased 23% to
       $5,167,000 in the six months this year from $4,202,000 last
       year.

       Item 3. Quantitative and Qualitative Disclosures About
               Market Risk

              There has been no material change in the Company's
               assessment of its sensitivity to market risk since
               its presentation set forth, in item 7a.
               "Quantitative and Qualitative Disclosures About
               Market Risk," in its 2003 annual report on Form 10-K
               filed with the SEC.

       Item 4. Controls and Procedures

               Quarterly evaluation of the Company's Disclosure and
               Internal Controls.  The Company evaluated (i) the
               effectiveness of the design and operation of its
               disclosure controls and procedures (the "Disclosure
               Controls") as of the end of the period covered by
               this Form 10-Q and (ii) any changes in internal
               controls over financial reporting that occurred
               during the second quarter of its fiscal year.  This
               evaluation ("Controls Evaluation") was done under
               the supervision and with the participation of
               management, including the Chief Executive Officer
               ("CEO") and Chief Financial Officer ("CFO").

               Limitations on the Effectiveness of Controls.  A
               control system, no matter how well conceived and
               operated, can provide only reasonable, not absolute,
               assurance that the objectives of the control system
               are met.  Further, the design of a control system
               must reflect the fact that there are resource
               constraints, and the benefits of controls must be
               considered relative to their costs.  Because of the
               inherent limitations in all control systems, no
               evaluation of controls can provide absolute
               assurance that all control issues and instances of
               fraud, if any, within the Company have been
               detected.  Because of the inherent limitations in a
               cost effective control system, misstatements due to


                                    21
               error or fraud may occur and not be detected.  The
               Company conducts periodic evaluations of its
               internal controls to enhance, where necessary, its
               procedures and controls.

               Conclusions.  Based upon the Controls Evaluation,
               the CEO and CFO have concluded that the Disclosure
               Controls are effective in reaching a reasonable
               level of assurance that management is timely alerted
               to material information relating to the Company
               during the period when its periodic reports are
               being prepared.  In accord with the U.S. Securities
               and Exchange Commission's requirements, the CEO
               and CFO conducted an evaluation of the Company's
               internal control over financial reporting (the
               "Internal Controls") to determine whether there have
               been any changes in Internal Controls that occurred
               during the quarter which have materially affected or
               which are reasonable likely to materially affect
               Internal Controls.  Based on this evaluation, there
               have been no such changes in Internal Controls
               during the quarter covered by this report.































                                    22
                        PART II.  OTHER INFORMATION

       Item 4. Submission of Matters to a Vote of Security Holders

            The results of voting at the Annual Meeting of
       Shareholders held on February 5, 2004 is as follows:

                                                   Absentees
                            Votes Cast             and Broker
                           For   Against Withheld  Non Votes

       Election of
       Leonard Lodish
       as Director    7,423,008     -     305,813      -

       Election of
       Sidney Brown
       as Director    7,427,524     -     301,297      -
       Proposal to
       approve certain
       performance-
       based compensation
       for Gerald B.
       Shreiber       6,385,899  323,246      -        -

            The Company had 8,783,402 shares outstanding on
       December 8, 2003 the record date.


       Item 6. Exhibits and Reports on Form 8-K

            a) Exhibits

                4.4     Second Amendment to the Loan Agreement
                        dated as of December 4, 2001 by and among
                        J & J Snack Foods Corp. and Certain of its
                        Subsidiaries and Citizens Bank of
                        Pennsylvania, as Agent

                 31.1 & Certification Pursuant to Section 302 of
                 31.2   the Sarbanes-Oxley Act of 2002

                 99.5   Certification Pursuant to the 18 U.S.C.
                        Section 1350, as Adopted Pursuant to
                        Section 906 of the Sarbanes-Oxley Act of
                        2002

            b) Report on Form 8-K - Report on Form 8-K for the
               three months ended December 27, 2003 was filed on
               January 22, 2004.


                                    23



                                SIGNATURES



            Pursuant to the requirements 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.



       Dated:  September 9, 2004   /s/ Gerald B. Shreiber
                                   Gerald B. Shreiber
                                   President



       Dated:  September 9, 2004   /s/ Dennis G. Moore
                                   Dennis G. Moore
                                   Senior Vice President and
                                   Chief Financial Officer


























                                    24
       Exhibit 31.1

                         CERTIFICATION PURSUANT TO
                                SECTION 302
                     OF THE SARBANES-OXLEY ACT OF 2002

       I, Dennis G. Moore, certify that:

            1.   I have reviewed this report on Form 10-Q of J & J
       Snack Foods Corp.;

            2.   Based on my knowledge, this report does not
       contain any untrue statement of a material fact or omit to
       state a material fact necessary to make the statements
       made, in light of the circumstances under which such
       statements were made, not misleading with respect to the
       period covered by this report;

            3.   Based on my knowledge, the financial statements,
       and other financial information included in this report,
       fairly present in all material respects the financial
       condition, results of operations and cash flows of the
       registrant as of, and for, the periods presented in this
       report;

            4.   The registrant's other certifying officers and I
       are responsible for establishing and maintaining disclosure
       controls and procedures (as defined in Exchange Act Rules
       13a-15(e) and 15d-15(e)) and internal controls and
       procedures for financial reporting (as defined in Exchange
       Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
       have:

                 a)   designed such disclosure controls and
       procedures, or caused such disclosure controls and
       procedures to be designed under our supervision, to ensure
       that material information relating to the Registrant,
       including its consolidated subsidiaries, is made known to
       us by others within those entities, particularly during the
       period in which this report is being prepared;

                 b)   designed such internal controls and
       procedures for financial reporting, or caused such internal
       controls over financial reporting to be designed under our
       supervision, to provide reasonable assurance regarding the
       reliability of financial reporting and the preparation of
       financial statements for external purposes in accordance
       with generally accepted accounting principles;



                 c)   evaluated the effectiveness of the
       registrant's disclosure controls and procedures and
       presented in this report our conclusions about the
       effectiveness of the disclosure controls and procedures, as
       of the end of the period covered by this report based on
       such evaluation; and

                 d)   disclosed in this report any change in the
       registrant's internal control over financial reporting that
       occurred during the registrant's second fiscal quarter that
       has materially affected, or is reasonably likely to
       materially affect, the registrant's internal control over
       financial reporting; and

            5.   The registrant's other certifying officers and I
       have disclosed, based on our most recent evaluation of
       internal control over financial reporting, to the
       registrant's auditors and the audit committee of
       registrant's board of directors (or persons performing the
       equivalent functions):

                 a)   all significant deficiencies and material
       weaknesses in the design or operation of internal control
       over financial reporting which are reasonably likely to
       adversely affect the registrant's ability to record,
       process, summarize and report financial information; and

                 b)   any fraud, whether or not material, that
       involves management or other employees who have a
       significant role in the registrant's internal controls over
       financial reporting.

       Date: September 9, 2004



                                     /s/ Dennis G. Moore
                                     Dennis G. Moore
                                     Chief Financial Officer







       Exhibit 31.2

                         CERTIFICATION PURSUANT TO
                                SECTION 302
                     OF THE SARBANES-OXLEY ACT OF 2002

       I, Gerald B. Shreiber, certify that:

            1.   I have reviewed this report on Form 10-Q of J & J
       Snack Foods Corp.;

            2.   Based on my knowledge, this report does not
       contain any untrue statement of a material fact or omit to
       state a material fact necessary to make the statements
       made, in light of the circumstances under which such
       statements were made, not misleading with respect to the
       period covered by this report;

            3.   Based on my knowledge, the financial statements,
       and other financial information included in this report,
       fairly present in all material respects the financial
       condition, results of operations and cash flows of the
       registrant as of, and for, the periods presented in this
       report;

            4.   The registrant's other certifying officers and I
       are responsible for establishing and maintaining disclosure
       controls and procedures (as defined in Exchange Act Rules
       13a-15(e) and 15d-15(e)) and internal controls and
       procedures for financial reporting (as defined in Exchange
       Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
       have:

                 a)   designed such disclosure controls and
       procedures, or caused such disclosure controls and
       procedures to be designed under our supervision, to ensure
       that material information relating to the Registrant,
       including its consolidated subsidiaries, is made known to
       us by others within those entities, particularly during the
       period in which this report is being prepared;

                 b)   designed such internal controls and
       procedures for financial reporting, or caused such internal
       controls over financial reporting to be designed under our
       supervision, to provide reasonable assurance regarding the
       reliability of financial reporting and the preparation of
       financial statements for external purposes in accordance
       with generally accepted accounting principles;


                 c)   evaluated the effectiveness of the
       registrant's disclosure controls and procedures and
       presented in this report our conclusions about the
       effectiveness of the disclosure controls and procedures, as
       of the end of the period covered by this report based on
       such evaluation; and

                 d)   disclosed in this report any change in the
       registrant's internal control over financial reporting that
       occurred during the registrant's second fiscal quarter  that
       has materially affected, or is reasonably likely to
       materially affect, the registrant's internal control over
       financial reporting; and

            5.   The registrant's other certifying officers and I
       have disclosed, based on our most recent evaluation of
       internal control over financial reporting, to the
       registrant's auditors and the audit committee of
       registrant's board of directors (or persons performing the
       equivalent functions):

                 a)   all significant deficiencies and material
       weaknesses in the design or operation of internal control
       over financial reporting which are reasonably likely to
       adversely affect the registrant's ability to record,
       process, summarize and report financial information; and

                 b)   any fraud, whether or not material, that
       involves management or other employees who have a
       significant role in the registrant's internal controls over
       financial reporting.

       Date: September 9, 2004

                                     /s/ Gerald B. Shreiber
                                     Gerald B. Shreiber
                                     Chief Executive Officer
       Exhibit 99.5

                         CERTIFICATION PURSUANT TO
                          18 U.S.C. SECTION 1350,
                          AS ADOPTED PURSUANT TO
               SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


            Pursuant to Section 906 of the Sarbanes-Oxley Act of
       2002 (Section 1350 of Chapter 63 of Title 18 of the United
       States Code), each of the undersigned officers of J & J
       Snack Foods Corp. (the "Company"), does hereby certify with
       respect to the Quarterly Report of the Company on Form 10-Q
       for the quarter ended March 27, 2004 (the "Report") that:

            (1)  The Report fully complies with the requirements
                 of Section 13(a) or 15(d) of the Securities
                 Exchange Act of 1934; and

            (2)  The information contained in the Report fairly
                 presents, in all material respects, the financial
                 condition and results of operations of the
                 Company.

       Dated: September 9, 2004

                                     /s/ Dennis G. Moore
                                     Dennis G. Moore
                                     Chief Financial Officer


       Dated: September 9, 2004
                                     /s/ Gerald B. Shreiber
                                     Gerald B. Shreiber
                                     Chief Executive Officer


         The foregoing certification is being furnished solely
       pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
       (Section 1350 of Chapter 63 of Title 18 of the United
       States Code) and is not being filed as part of the Report
       or as a separate disclosure document.