UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Check the appropriate box:
oPreliminary Proxy Statement
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þDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to Rule 14a-12
J & J Snack Foods Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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PROXY STATEMENT

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

February 7, 20075, 2008

TO OUR SHAREHOLDERS:

The Annualannual Meeting of Shareholders of J & J SNACK FOODS CORP. will be held on Wednesday,Tuesday, February 7, 20075, 2008 at 10:00 A.M., E.S.T., at The Holiday Inn, 2175Crowne Plaza, 2349 West Marlton Pike (Route 70), Cherry Hill, New Jersey 08002 for the following purposes:

1.To elect one director;
2.To increase the number of shares of Common Stock for issuance under the Company’s Stock  Option Plan; and
3.To consider and act upon such other matters as may properly come before the meeting and any adjournments thereof.

purpose:

1. To elect one director;
2. To consider and act upon such other matters as may properly come before the meeting and any adjournments thereof.
The Board of Directors has fixed December 10, 20067, 2007 as the record date for the determination of shareholders entitled to vote at the Annual Meeting. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting.

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR NOT YOUYOUR EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY. A SELF-ADDRESSED, STAMPED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

By Order of the Board of Directors
Dennis G. Moore,
Secretary
December 18, 2007

December 20, 2006

TABLE OF CONTENTS

PROXY STATEMENT
PROPOSAL 1 INFORMATION CONCERNING NOMINEE FOR ELECTION TO BOARD
INFORMATION CONCERNING CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
CORPORATE GOVERNANCE
BENEFICIAL OWNERSHIP OF SHARES
COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2007
OPTION EXERCISES
AUDIT COMMITTEE REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
INDEPENDENT ACCOUNTANTS
OTHER MATTERS
ANNUAL REPORT TO SHAREHOLDERS AND FORM 10 K


6000 Central Highway
Pennsauken, New Jersey 08109

__________________

PROXY STATEMENT
__________________

     The

This proxy statement and the enclosed proxy is solicited by and on behalfare being furnished to shareholders of J & J Snack Foods Corp. (“J & J” or “The Company”) in conjunction with the solicitation of proxies by the Board of Directors of J & J (the “Board”) for use at theJ & J’s 2008 Annual Meeting of Shareholders to be held on Wednesday,Tuesday, February 7, 20075, 2008, at 10:00 A.M., E.S.T., at The Holiday Inn, 2175Crowne Plaza, 2349 West Marlton Pike (Route 70), Cherry Hill, New Jersey 08002(the “Annual Meeting”), and at any adjournment or postponement or adjournment thereof.of the Annual Meeting. The approximate date onupon which this Proxy Statementproxy statement and the accompanying form of proxy willare being first be sent or given to J & J’s shareholders is December 20, 2006. Sending a signed proxy will not affect18, 2007.
What is the shareholder’s right to attendpurpose of the Annual Meeting?
At the Annual Meeting, J & J shareholders will act on the matters outlined in the Notice of Annual Meeting, including the election of one (1) director; and vote in person sinceany other matters that may properly come before the proxy is revocable. The grant of a later proxy revokes this proxy. The presence at the meeting of a shareholder who has given a proxy does not revoke the proxy unless the shareholder files written noticeAnnual Meeting or any adjournment or postponement of the revocation with the secretary of the meeting prior to the voting of proxy or votes the shares subjectAnnual Meeting.
Who pays expenses related to the proxy by written ballot.

solicitation?

The expenseexpenses of the proxy solicitation will be borne by J & J. In addition to solicitation by mail, proxies may be solicited in person or by telephone telegraph, E-mail or teletype by directors, officers or employees of J & J and its subsidiaries without additional compensation. J & J may engage the services of a proxy-soliciting firm. J & J is required to pay the reasonable expenses incurred by record holdersrecordholders of theJ & J common stock, no par value per share, of J & J (the “Common(“Common Stock”), who are brokers, dealers, banks or voting trustees, or othertheir nominees, for mailing proxy material and annual shareholder reports to anythe beneficial owners of Common Stock they hold of record, upon request of such record holders.

     A form of proxyrecordholders.

Who is enclosed. If properly executed and received in time for voting, and not revoked, the enclosed proxy will be voted as indicated in accordance with the instructions thereon. If no directionsentitled to the contrary are indicated, the persons named in the enclosed proxy will vote all shares of Common Stock for the election of the nominee for director and to increase the number of shares of Common Stock for issuance under the Company’s Stock Option Plan.

vote?

The enclosed proxy confers discretionary authority to vote with respect to any and all of the following matters that may come before the meeting: (i) matters which J & J does not know about a reasonable time before the proxy solicitation, and are presented at the meeting; (ii) approval of the minutes of a prior meeting of shareholders, if such approval does not amount to ratification of the action taken at the meeting; (iii) the election of any person to any office for which a bona fide nominee is unable to serve or for good cause will not serve; and (iv) matters incident to the conduct of the meeting. In connection with such matters, the persons named in the enclosed form of proxy will vote in accordance with their best judgment.

     J & J had 18,513,826 shares of Common Stock outstanding atBoard has fixed the close of business on December 10, 2006,7, 2007 (the “Record Date”), as the date for determining holders of record date. The presence, in person or by proxy, of shareholdersJ & J Common Stock entitled to castreceive notice of, and to vote at, least a majoritythe Annual Meeting. On the Record Date, there were 18,719,127 shares of Common Stock outstanding.

What are the votes which all shareholders are entitled to cast on a particular matter constitutes a quorum for the purpose of considering such matter. voting rights?
Each sharerecordholder of Common Stock is entitled to cast one vote for each share held on each matter which may be brought before the Meeting. TheRecord Date. Pursuant to the New Jersey Business Corporation Act (the “NJBCA”), the election of directors will be determined by a plurality vote and the one (1) nominee receiving the most “for”“FOR” votes will be elected. Approval of any other proposal will require the affirmative vote of a majority of the sharesvotes cast on the proposal. An abstention,
What constitutes a quorum?
The holders of a majority of the aggregate outstanding shares of Common Stock, present either in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting and at any postponement or adjournment of the Annual Meeting. Pursuant to the NJBCA, abstentions and broker non-votes (described below) will be counted for the purpose of determining whether a quorum is present.

What is the effect of abstentions and broker non-votes?
Under the NJBCA, abstentions, or a withholding of authority, or broker non-votes, are not counted as votes cast and, therefore, will have no effect on any proposal at the Annual Meeting. Brokers who hold shares for the accounts of their clients may vote such shares either as directed by their clients or in their own discretion if permitted by the applicable stock exchange or other organization of which they are members. Members of the New York Stock Exchange (“NYSE”) are permitted to vote for or broker non-vote, therefore, will not havetheir clients’ shares in their own discretion as to the same legal effect as an “against” vote and will not be counted in determining whether the proposal has received the required shareholder vote. Shareholders do not have approval or dissenter rights with respect to election of directors and certain other “routine” matters if the clients have not timely furnished voting instructions prior to the Annual Meeting. When a broker votes a client’s shares on some but not all of the proposals at a meeting, the omitted votes are referred to as “broker non-votes.”
How do I vote my shares?
If you are a registered shareholder (that is, if your stock is registered in your name), you may attend the Annual Meeting and vote in person, or vote by proxy. To vote by mail — mark, sign and date your proxy card and return such card in the postage-paid envelope J & J has provided you.
If you hold your shares instreet name(that is, if you hold your shares through a broker, bank or other holder of record), you will receive a voting instruction form from your broker, bank or other holder of record. This form will explain which voting options are available to you. If you want to vote in person at the annual meeting, you must obtain an additional proxy card from your broker, bank or other holder of record authorizing you to vote. You must bring this proxy card to the meeting.
J & J encourages you to vote your shares for matters to be covered at the Annual Meeting.
What if I do not specify how I want my shares voted?
If you submit a signed proxy card but do not indicate how you want your shares voted, the persons named in the enclosed proxy will vote your shares of Common Stock:
• “for” the election of the nominee for director; and
• with respect to any other matter that properly comes before the Annual Meeting, the proxy holders will vote the proxies in their discretion in accordance with their best judgment and in the manner they believe to be in the best interest of J & J.
Can I change my vote after submitting my proxy?
Yes. You can change your vote at any time before your proxy is voted at the Annual Meeting. If you are a shareholder of record, you may revoke your proxy by:
• submitting a later-dated proxy by mail; or
• attending the Annual Meeting and voting in person. Your attendance alone will not revoke your proxy. You must also vote in person at the Annual Meeting.
If you hold your shares in street name, you must contact your broker, bank or other nominee regarding how to change your vote.
Can shareholders speak or ask questions at the Annual Meeting?
Yes. J & J encourages shareholders to ask questions or to voice their views. J & J also wishes to assure order and efficiency for all attending shareholders. Accordingly, the increase inChairman of the numberAnnual Meeting will have sole authority to make any determinations on the conduct of sharesthe Annual Meeting, including time allotted for issuance undereach shareholder inquiry or similar rules to maintain order. Such determination by the Company’s Stock Option Plan.Chairman of the Annual Meeting will be final, conclusive and binding. Anyone who is disruptive or refuses to comply with such rules of order will be excused from the Annual Meeting.


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PROPOSAL 1
INFORMATION CONCERNING NOMINEE FOR ELECTION TO BOARD

One (1) director is expected to be elected at the Annual Meeting to serve on the Board of Directors of J & J until the expiration of his term as indicated below and until his successor is elected and has qualified.

The following table sets forth information concerning J & J’s nominee for election to the Board of Directors. If the nominee becomes unable or for good cause will not serve, the persons named in the enclosed form of proxy will vote in accordance with their best judgment for the election of such substitute nominee as shall be designated by the Board of Directors. The Board of Directors of J & J expects the nominee to be willing and able to serve.

NameAgePositionYear of
Expiration of
Term as Director
Dennis G. Moore51Senior Vice President, Chief Financial Officer, Secretary, Treasurer and Director2012

           
      Year of
      Expiration of
Name
 
Age
 
Position
 
Term as Director
 
Sidney R. Brown  50  Director  2013 
INFORMATION CONCERNING CONTINUING
DIRECTORS AND EXECUTIVE OFFICERS

NameAgePositionYear of
Expiration of
Term as Director
Sidney R. Brown49Director2008
Leonard M. Lodish63Director2009
Gerald B. Shreiber65Chairman of the Board, Chief Executive Officer, Director2010
Peter G. Stanley64Director2011
Daniel Fachner46President, The ICEE Company—
Michael Karaban60Senior Vice President, Marketing—
Robert M. Radano57Senior Vice President, Chief Operating Officer—

           
      Year of Expiration of
Name
 
Age
 
Position
 
Term as Director
 
Leonard M. Lodish  64  Director  2009 
Dennis G. Moore  52  Senior Vice President, Chief Financial Officer, Secretary, Treasurer and Director  2012 
Gerald B. Shreiber  66  Chairman of the Board, Chief Executive Officer, Director  2010 
Peter G. Stanley  65  Director  2011 
Daniel Fachner  47  President, The ICEE Company  — 
Vincent Melchiorre  47  Executive Vice President — Food Group  — 
Robert M. Radano  58  Senior Vice President, Chief Operating Officer  — 
Sidney R. Brown is the Chief Executive Officer of NFI Industries, Inc., a comprehensive provider of freight transportation, warehousing, third party logistics, contract manufacturing and real estate development. He is Vice Chairman, Acting President and CEO of Sun National Bank, a national bank operating in New Jersey, Delaware and Pennsylvania. He became a director in 2003.

Leonard M. Lodish became a director in 1992. He is Samuel R. Harrell Professor in the Marketing Department and Vice Dean, Wharton West of The Wharton School at the University of Pennsylvania where he has been a professor since 1968. He is a Director of Franklin Electronic Publishing, Inc.(maker of portable electronic reference works).

Dennis G. Moore joined the Company in 1984, and has served in various capacities since that time. He was named Chief Financial Officer in 1992 and was elected to the Board of Directors in 1995.

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.

Peter G. Stanley became a director in 1983. Since November 1999 he is a Senior Vice President of Emerging Growth Equities, Ltd., an investment banking firm.

Daniel Fachner has been an employee of The ICEE Company since 1979 and became its President in August 1997.


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     Michael Karaban has been an employee

Vincent Melchiorre joined the Company in June 2007 as its Executive Vice President — Food Group and President of J & J Snack Foods Corp. in charge of its Marketing Department since 1990, and in February 2002Country Home Bakers. From May 2006 to June 2007 he was elected its Senior Vice President, Marketing.

Bread and Roll business, George Weston Foods. From January 2003 to April 2006 he was Senior Vice President, Sales and Marketing at Tasty Baking Company. From June 1982 to December 2002 he was employed by Campbell Soup Company in various capacities, most recently as Vice President of Marketing of Pepperidge Farm.

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
The Board recommends that you vote “FOR” the election of the Company.

nominee.

CORPORATE GOVERNANCE
Corporate Governance Guidelines
J & J is a Company incorporated under the laws of the State of New Jersey. In accordance with New Jersey law and J & J’s By-laws, the Board of Directors Committeeshas responsibility for overseeing the conduct of J & J’s business. J & J has established a Code of Business Conduct and Attendance atEthics which is applicable to all directors, officers and employees of the Company. In addition, the Company has adopted a Code of Ethics for Chief Executive and Senior Financial Officers. Copies of these codes are available on the Company’s website.
Director Independence
The rules of NASDAQ require that a majority of the Company’s Board of Directors and the Members of the Audit Committee, Compensation Committee and the Nominating/ Governance Committee meet its independence criteria. No director qualifies as independent unless the Board determines that the director has no direct or indirect material relationship with the Company. The Board considers all relevant facts and circumstances of which it is aware in making an independence determination.
Based on the NASDAQ guidelines the Board has determined that each of the following directors are independent: Sidney R. Brown, Leonard M. Lodish and Peter G. Stanley. None of the directors who qualify as independent has a business, financial, family or other type of relationship with J & J.
Board Meetings

     The

During the fiscal year the Board of Directors held 4 meetings during fiscal 2006.four regularly scheduled meetings. Each directorDirector attended at least 75 percent75% of the meetingstotal meeting of the Board of Directors and committees ofthe Committees on which he was a member.served.
Annual Meeting Attendance at
It has been longstanding practice of the Company for all Directors to attend the Annual Meeting of Stockholders is encouraged for Board Members.Shareholders. All Board MembersDirectors attended the 20062007 Annual Meeting. Security holders can send communication
Executive Sessions of Independent Directors
The Independent Directors meet in executive sessions without management present before or after regularly scheduled Board meetings. In addition, the Independent Directors meet at least once annually with the Chief Executive Officer at which time succession issues are discussed.
Director Stock Ownership Guidelines
The Board has established stock ownership guidelines for the non-employee directors. By May 1, 2008 or within two years of election as a director, the director must attain and hold 5000 shares of J & J’s Common Stock. Shares issued under the Deferred Stock Plan do not count toward this requirement.


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Board Committees
In order to fulfill its responsibilities, the Board of Directors (or any individual director)has delegated certain authority to its committees. There are three standing committees: (i) Audit Committee, (ii) Compensation Committee and (iii) Nominating/Governance Committee. Each Committee has its own Charter which is reviewed annually by sending such communication c/oeach committee to assure ongoing compliance with applicable law and sound governance practices. Committee charters may be found on our website atwww.jjsnack.com under the Company’s“Investor Relations” tab and then under “Corporate Governance”. Paper copies are available at no cost by written request to Dennis G. Moore, Corporate Secretary, (at the Company’s address set forth above).

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

The Audit Committee

The Audit Committee is comprised of directors Stanley (Chairman), Brown and Lodish, each of whom qualifies as an independent director and meets the other requirements to serve on the Audit Committee under rules of the NasdaqNASDAQ Stock Market. The principal functions of the Audit Committee include, but are not limited to, (i) the oversight of the accounting and financial reporting processes of the Company and its internal control over financial reporting; (ii) the oversight of the quality and integrity of the Company’s financial statements and the independent audit thereof; and (iii) the approval, prior to the engagement of, the Company’s independent auditors and, in connection therewith, to review and evaluate the qualifications, independence and performance of the Company’s independent auditors. The Audit Committee convened seven (7)six (6) times during the 20062007 fiscal year.

The Audit Committee currently does not have an Audit Committee Financial Expert, as such term is defined in Section 407 of the Sarbanes-Oxley Act of 2002. The Audit Committee believes that the background and experience of its members allow them to perform their duties as members of the Audit Committee. This background and experience includes a former banker and current investment banker who regularly reviews financial statements of companies, a Professor at The Wharton School of the University of Pennsylvania, one of the leading business schools in the United States, and a Chief Executive Officer of a substantial private company with financial oversight responsibilities.

The Compensation Committee

The Compensation Committee is comprised of directors Brown (Chairman), Lodish and Stanley, each of whom qualifies as an independent director under the rule of the NasdaqNASDAQ Stock Market, as a non-employee directordirectors underRule 16b-3 of the Securities Exchange Act of 1934, and as an outside director under Section 162(m) of the Internal Revenue Service. The Committee has responsibility for administering all elements of compensation for elected corporate offices and certain other senior management positions. It also administers the Company’s Stock Option Plan. following:
• Annually review and determine the compensation of the CEO and other officers without the CEO being present during the voting or deliberations of the compensation committee with respect to his or her compensation.
• Review and approve compensation paid to family members of officers and directors.
• Determine the Company’s policy with respect to the application of Internal Revenue Code Section 162(m).
• Approve the form of employment contracts, severance arrangements, change in control provisions and other compensatory arrangements with officers.
• Approve cash incentives and deferred compensation plans for officers (including any modification to such plans) and oversee the performance objectives and funding for executive incentive plans.
• Approve compensation programs and grants involving the use of the Company’s stock and other equity securities, including the administration of the Stock Option Plan.
• Prepare an annual report on executive compensation for inclusion in the Company’s proxy statement for each annual meeting of shareholders in accordance with applicable rules and regulations.


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• Retain and terminate any compensation consultant to be used to assist the evaluation of the compensation of the directors, CEO or officers of the Company, including the sole authority to select the consultant and to approve the firm’s fees and other retention terms.
• Obtain advice and assistance from internal or external legal, accounting or other advisors as required for the performance of its duties.
• Monitor compliance with legal prohibitions on loans to directors and officers of the Company.
• Review the Committee’s performance annually.
• Review and reassess the adequacy of the Committee’s Charter annually and recommend to the Board any appropriate changes.
• Perform such other duties and responsibilities as may be assigned to the Committee, from time to time, by the Board.
The Compensation Committee held two (2) meetings during fiscal 2006.

2007.

The Nominating Committee

The Nominating and Corporate Governance Committee is comprised of directors Lodish (Chairman), Brown and Stanley, each of whom qualifies as an independent director under rules of the NasdaqNASDAQ Stock Market. This Committee’s primary responsibilities are to (1) make recommendations to the Board of Directors regarding composition of the Board and committees of the Board, (2) identify individuals qualified to become Board members and recommend to the Board qualified individuals to be nominated for election or appointed to the Board, (3) develop a succession plan for the Company’s Chief Executive Officer and (4) develop corporate governance guidelines applicable to the Company. The Committee will consider nominees for directors recommended by stockholders. Any stockholder may recommend a prospective nominee for the Committee’s consideration by submitting in writing to the Company’s Secretary (at the Company’s address set forth above) the prospective nominee’s name and qualifications. The Nominating and Corporate Governance Committee held one (1) meeting during fiscal 2006.2007.
Shareholder Proposals and Nominations
Any stockholder who wishes to submit a proposal to be voted on or to nominate a person for election to the Board of Directors at the Company’s annual meeting of stockholders in 2009 must notify the Company’s Secretary (at the Company’s address set forth above) no earlier than August 6, 2008 and no later than September 5, 2008 (unless the date of the 2008 annual meeting is more than 30 days before or more than 60 days after February 5, 2009, in which case the notice of proposal must be received by the later of November 5, 2008 or the tenth day following the day the Company publicly announces the date of the 2009 annual meeting). The notice of a proposal or nomination must also include certain information about the proposal or nominee and about the stockholder submitting the proposal or nomination, as required by the Company’s By-Laws, and must also meet the requirements of applicable securities laws. Proposals or nominations not meeting these requirements will not be presented at the annual meeting.
For more information regarding stockholder proposals or nominations, you may request a copy of the By-Laws from the Company’s Secretary (at the Company’s address set forth above).
Communication with The Board
Shareholders, employees and others may contact any of the Company’s Directors by writing to themc/o J & J Snack Foods Corp., 6000 Central Highway, Pennsauken, New Jersey 08109.
Compliance With Section 16(A) of the Securities Exchange Act of 1934
Section 16(A) of the Securities Exchange Act of 1934 requires that the Company’s directors and executive officers, and persons who beneficially own more than ten percent of the Company’s Common Stock,


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file with the Securities and Exchange Commission reports of ownership and changes in ownership of Common Stock and other equity securities of the Company. To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations received by it from such directors and executive officers, all Section 16(a) filing requirements applicable to the Company’s officers, directors and greater than ten-percent beneficial owners were complied with during fiscal 2007.
Director Compensation
Each director receives on January 1 an annual grant under the Deferred Stock Plan of shares having a value of $75,000 as well as $750 per quarter as a retainer and $1,000 for attendance at each of the Company’s four quarterly Board has approved a written Chartermeetings. In addition, the Chairman of the Audit Committee receives an annual fee of $5,000.
Non-Employee Director Compensation Table for the Committee which is available at http://www.jjsnack.com/CG.ASP.

Fiscal 2007

         
  Fees Paid
  Stock
 
  in Cash
  Awards(1)
 
Directors at September 29, 2007
 $  $ 
 
Sidney R. Brown  7,000   75,000 
Leonard M. Lodish  7,000   75,000 
Peter G. Stanley  12,000   75,000 

(1)Reflects the dollar amount recognized for financial statement purposes for the fiscal year ended September 29, 2007 in accordance with FAS 123(R)
SECURITYBENEFICIAL OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTSHARES

The following table sets forth information as of December 1, 20062007 concerning (i) each person or group known to J & J to be the beneficial owner of more than 5% of Common Stock, (ii) each director of the Company, (iii) the Company’s Chief Executive Officer and each of the Company’s four most highly compensated executive officers for the 20062007 fiscal year, and (iv) the beneficial ownership of Common Stock by the Company’s directors and all named executive officers as a group. Except as otherwise noted, each beneficial owner of the Common Stock listed below has sole investment and voting power.
         
  Shares Owned
    
Name and Address of Beneficial Owner
 Beneficially(1)  Percent of Class 
 
Directors, Nominees and Named Executive Officers
        
Gerald B. Shreiber
6000 Central Highway
Pennsauken, NJ 08109		  4,559,733(2)  24%
Sidney R. Brown  12,812(3)  * 
Leonard M. Lodish  54,812(4)  * 
Dennis G. Moore  104,707(5)  * 
Robert M. Radano  99,329(6)  * 
Peter G. Stanley  81,134(4)(7)  * 
Daniel Fachner  40,294(8)  * 
Vincent Melchiorre  10,000   * 
All executive officers and directors as a group (8 persons)  4,962,821(9)  26%
Five percent Shareholders        
Lord Abbett & Co., L.L.C,
90 Hudson Street
Jersey City, NJ 07302		  1,432,971   8%
Neuberger Berman LLC
605 Third Avenue
New York, NY 10158		  1,502,916   8%


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Name and Address
of Beneficial Owner		  Shares Owned
Beneficially (1)		  Percent
of Class		 
Directors, Nominees and Named Executive Officers       
Gerald B. Shreiber  4,544,364(2) 24%
     6000 Central Highway
     Pennsauken, NJ 08109		       
Sidney R. Brown  9,000(3) * 
Leonard M. Lodish  55,600(4) * 
Dennis G. Moore  109,869(5) * 
Robert M. Radano  136,212(6) * 
Peter G. Stanley  85,322(4)(7) * 
Daniel Fachner  37,184(8) * 
Michael Karaban  38,005(9) * 
All executive officers and directors as a group (8 persons)  5,015,556(10) 27%
        
Five percent Shareholders       
        
Lord Abbett & Co, LLC  1,538,878  8%
     90 Hudson Street
     Jersey City, NJ 07302		       
        
Neuberger Berman LLC  1,235,218  7%
     605 Third Avenue
     New York, NY 10158		       

–––––––––––
*Less than 1%
 
(1)The securities “beneficially owned” by a person are determined in accordance with the definition of “beneficial ownership” set forth in the regulations of the Securities and Exchange Commission and, accordingly, include securities owned by or for the spouse, children or certain other relatives of such person as well as other securities as to which the person has or shares voting or investment power or has the right to acquire within 60 days of Record Date. The same shares may be beneficially owned by more than one person. Beneficial ownership may be disclaimed as to certain of the securities.
 
(2)Includes 300,000270,000 shares of Common Stock issuable upon the exercise of options granted to Mr. Shreiber and exercisable within 60 days from the date of this Proxy Statement, and 122,550 shares owned by a charitable foundation in which Mr. Shreiber has the right to vote and dispose of the shares.
 
(3)Includes 9,00010,812 shares of Common Stock issuable under the Deferred Stock Plan.
 
(4)Includes 36,00030,000 shares of Common Stock issuable upon the exercise of options and exercisable within 60 days from the date of this Proxy Statement and 18,00019,812 shares issuable under the Deferred Stock Plan.
 
(5)Includes 34,56234,262 shares of Common Stock issuable upon the exercise of options granted to Mr. Moore and exercisable within 60 days from the date of this Proxy Statement.
 
(6)Includes 5,9344,896 shares of Common Stock issuable upon the exercise of options granted to Mr. Radano and exercisable within 60 days from the date of this Proxy Statement.
 

(7)Includes 31,322 shares owned jointly with Mr. Stanley’s spouse with shared voting and investment power.
 
(8)Includes 5,93410,830 shares of Common Stock issuable upon the exercise of options granted to Mr. Fachner and exercisable within 60 days from the date of this Proxy Statement.
 
(9)Includes 4,000 shares of Common Stock issuable upon the exercise of options granted to Mr. Karaban and exercisable within 60 days from the date of this Proxy Statement.
(10)Includes 422,430379,988 shares of Common Stock issuable upon the exercise of options granted to executive officers and directors of J & J and exercisable within 60 days from the date of this Proxy Statement and 45,00050,436 shares issuable under the Deferred Stock Plan.
COMPENSATION DISCUSSION AND ANALYSIS
Introduction:  J & J Snack Foods Corp. manufactures nutritional snack foods and frozen beverages which it markets nationally to the food service and retail supermarket industries. Our compensation programs are designed to support our business goals and promote both short-term and long-term growth. This section of the proxy statement explains how our compensation programs are designed and operate in practice with respect to our Named Executive officers. Our Named Executive Officers are the CEO, CFO and three most highly compensated executive officers in a particular year. The “Executive Compensation” section presents compensation earned by the Named Executive Officers.
Executive Compensation Objectives
Our executive compensation programs reflect our results-oriented corporate culture that rewards achievement of aggressive goals. Our compensation program for executive officers is designed to attract, retain, motivate and reward talented executives who will advance our strategic, operational and financial objectives and thereby enhance stockholder value.
The following principles are considered in setting compensation programs and pay levels:
• Compensation and benefit programs offered by J & J should appropriately reflect the size and financial resources of our Company in order to maintain long-term viability.  These programs should be increasingly market-based (rather than legacy) and competitive, without limiting our ability to adequately invest in our business. This approach supports our efforts to maintain a viable and sustainable enterprise for the future.
 
• Compensation should reward Company and individual performance.  Our programs should strive to deliver competitive compensation for exceptional individual and Company performance as compared to companies in our competitor peer group and others with whom we compete for executive talent.


8

• Compensation of executive officers should be predominately performance-based.  At higher levels in the Company, a greater proportion of an executive’s compensation should be linked to Company performance and stockholder returns. As discussed below, our performance is measured against financial and operational goals and objectives. We also place emphasis on relative performance with our competitor peer group.
• The objectives of rewarding performance and retention should be balanced.  In periods of temporary downturns in Company performance, particularly when driven by unanticipated industry events or customer decisions, our compensation programs should continue to ensure that high-achieving, marketable executives remain motivated and committed to J & J. This principle is essential to our effort to encourage our leaders to remain with J & J for long and productive careers.
• Compensation should foster the long-term focus required for success in the snack food industry.  We believe that long-term incentive compensation will motivate executive officers to deliver long-term value to our stockholders. Executives at higher levels in our Company should have a greater proportion of their compensation tied to longer-term performance because they are in a better position to influence longer-term results. This approach supports strategic decision-making and actions that will serve the long-term interest of J & J and aligns the interest of executive officers and stockholders.
• Executive officers should be J & J stockholders.  Stock ownership aligns our executive officers’ interest with those of our stockholders. They should be required to maintain ownership of J & J stock at a level appropriate for their position in the company. J & J’s long-term equity-based compensation program should facilitate stock ownership and link a portion of compensation to stock price appreciation.
Determining Compensation
The Compensation Committee’s process for determining compensation levels for executive officers differs depending upon the compensation element and the position of the individual being considered. For each executive officer other than the CEO; the Compensation Committee Report

annually reviews each element of compensation described below in consultation with the CEO. A number of factors are considered in determining individual compensation level, including performance of the individual and the business unit or function under his or her leadership, the Company’s performance, and economic and business conditions affecting J & J at the time of the review. Management and external sources provide relevant information and analyses as the Compensation Committee deems appropriate. Competitive market data may be considered from time to time, but we need not set compensation levels at a targeted percentile or rely solely on such data to make compensation decisions. While substantially guided by the applicable performance metrics of our programs, the Compensation Committee retains authority to exercise its judgment when approving individual awards.

With respect to the CEO, the Compensation Committee meets in executive session to assess annual Company and individual performance. The Compensation Committee of the Board of Directors is responsible for determining the compensation to be paid and the benefits to be provided to the Company’s Executive Officers.

     The Company’s compensation is comprised ofdetermines Mr. Shreiber’s base salary bonus, long term incentive compensationbased on the factors the Compensation Committee, in its discretion, considers relevant and in the formbest interest of J & J. Mr. Shreiber’s bonus and stock options,option grant are determined by a formula approved by J & J’s stockholders.

J & J’s policies are generally not to have employment contracts or change in control provisions for its executive officers. Its four senior executive officers, other then Mr. Melchiorre, have an average of over 30 years service with the Company. None of these officers have employment contracts orchange-in-control provisions. This substantial long-term commitment is also demonstrated in this group’s significant ownership of Company stock. As an inducement in the hiring of Mr. Melchiorre as Executive Vice President and variousto provide him with certain security, the Committee determined that an employment contract was appropriate. The terms of this Employment Contract were designed to provide a competitive salary and benefits generally availableand to all full-time employeesprovide long-term incentives the purposes of the Company, including participation in group medical and life insurance plans and the 401(K) Profit Sharing Plan.which are discussed below.


9

Base Salary

Annual Cash Incentive
The base salary levelAnnual Cash Incentive or Bonus for the Company’s Chiefeach Named Executive Officer is competitively set relative to companieshandled in a variety of ways. Certain executives are governed by various formula described below which have been developed over the food industry that are similar to the Company. In obtaining this information, the Compensation Committee informally reviews newspaper and trade journal reports and information gathered from discussion with others in the industry. No formal survey is undertaken. Base salary for other Executive Offices was historically set by the Chief Executive Officer.years. The Compensation Committee reviewed these salariesreviews the formula annually and has determined that it is producing results that it considers fair and appropriate.
Gerald B. Shreiber — CEO.  At our 2004 Annual Meeting, the Shareholders approved increases averaging 4.3 percent.

Cash Bonuses

     Cash bonuses are designed to motivate Executive Officers to achieve near-term financial objectives consistent with the Company’s overall business strategies. Thea bonus formula for Mr. Shreiber was determined pursuant to the formulae approved by the shareholders at the 2004 annual meeting. Thiswhereby he receives annually a bonus is equal to 2.5 percent of the Company’s Net Earnings. ForThis formula produced a bonus of $651,000 in fiscal year 2005, $736,000 in fiscal year 2006 and $802,790 in fiscal year 2007.

Dennis G. Moore’s, Senior Vice President and CFO, bonus is not determined by formula. In determining his bonus the other Executive Officers, bonuses areCompensation Committee reviews published reports of salaries and bonus given to CFO’s of comparable companies, considers the recommendation of the CEO and the annual results of the Company.
Robert Radano’s, Senior Vice President and COO, bonus is established by a formula which provided him a bonus equal to six percent (6%) of the increase in some cases linked primarily to achieving increases fromearnings for the current fiscal year over the average earnings of the prior year’s sales and/two years for certain J & J companies in which Mr. Radano is directly involved. Under this formula Mr. Radano would not earn a bonus. However, the Committee recognized that this formula was affected by the sudden and unexpected increase in commodity prices. Upon the recommendation of the CEO the Committee approved a discretionary bonus of $100,000.
Daniel Fachner’s annual bonus is equal to two percent (2%) of the earnings before taxes and foreign currency adjustments for the ICEE Company.
Vincent Melchiorre’s bonus for fiscal 2007 was determined by his Employment contract discussed below.
Employment Agreement with Vincent Melchiorre
Mr. Melchiorre joined J & J in June 2007 and entered into an Employment Agreement at that time. Either the Company or earnings. In other cases, bonuses reflectMr. Melchiorre can terminate the Employment Agreement on thirty (30) days written notice. The Agreement provides that Mr. Melchiorre will have a more subjective viewBase Compensation of an individual’s performance.

$286,000 per annum. For fiscal 2007 he was guaranteed a bonus of $186,000 and for subsequent years he has a target bonus of 75% of Base Compensation. Upon execution of the Employment Agreement Mr. Melchiorre was paid a signing bonus of $65,000 and a grant of 10,000 Shares of the Company’s Common Stock. These shares of Common Stock Options

     Theare held by the Company uses the Stock Option Plan as its long-term incentive plan for executive officerswith 5,000 shares to be released on both June 1, 2009 and key employees. The objectives of this Plan are to align the long term interests of executive officers and shareholdersJune 1, 2010 if Mr. Melchiorre is then employed by creating a direct link between executive compensation and shareholder return and to enable executives to develop and maintain a significant long term equity interest in the Company. Options given

Mr. Melchiorre was also issued upon his commencement of employment 10,000 options to purchase the Chief Executive Officer are fixed accordingCompany’s Common Stock at the then market price. In addition, he is to receive annually, beginning in calendar year 2007 pursuant to the Company’s Stock Option Plan. Options givenPlan, options to acquire $100,000 in stock value upon the same terms and conditions as other employees of the Company. Mr. Melchiorre’s Agreement further provides that upon achange-in-control he is to receive an amount equal to two times his current Base Compensation plus his annual bonus for the previous year.
Long-Term Incentives
Long-term incentive compensation is designed to :
• align executive officer and stockholder interests;
• facilitate stock ownership among executive officers;
• reward achievement of long-term performance goals; and
• provide incentives for executive retention;
The Compensation Committee reviews and approves grants of long-term incentives to executive officers within a range established by the Compensation Committee. Individual awards are based on each employee’s level of responsibility, performance and other special circumstances as recommended by the Chief Executive Officer and approved by the Compensation Committee.

CEO. Long-term incentive awards are made under our 2002 Stock Option Plan (Stock Option Plan). The Compensation Committee had been awarding options to employees asterms of the endlong-term


10

incentive awards granted to Named Executive Officers are described in the narrative to Summary Compensation Table and Grants of its fiscal year. At the end of 2005, the Compensation Committee delayed issuing options since the Board was considering a 2-1 stock split. Such a stock split was made effective December 15, 2005 and on that date the Board made its annual award of stock options. The Compensation Committee also agreed that Mr. Shreiber’s 10,000 options for fiscal 2005 which pursuant toPlan-Based Award table. In accordance with the Stock Option Plan were to be awardedMr. Shreiber’s options are granted at the end of the Company’s fiscal year. With the exception of options granted to recently hired employees at time of hire or to employees hired in connection with an acquisition, stock options are granted in December of each year would be delayed untilon a date selected by the grant to all employees. Therefore, Board at its November meeting.
Mr. Shreiber received 20,000 post split options on December 15, 2005. For fiscal 2006, Mr. Shreiber was awarded his 20,000 options at the end of the fiscal year as provided for in its Stock Option Plan. The Compensation Committee also determined that theShreiber’s annual grant of stock options is fixed by the Stock Option Plan at 20,000 options per year. Mr. Melchiorre’s grants of stock options are set forth in his Employment Contract discussed above. Other Named Executive Officers have for the past several years received annual grants of stock options to employees wouldacquire $100,000 in stock value.
Benefits
Our Named Executive Officers participate in the full range of benefit and retirement plans provided to all salaried employees. These include health and welfare benefits, our 401(K) plan and our Stock Purchase Plan.
Perquisites
J & J provides a limited number of perquisites to its Named Executive Officers. The most significant of these perquisites is the use of a Company automobile. Mr. Fachner is provided with an allowance to defray the cost of his Country Club membership.
Tax and Accounting Considerations
Deductibility of Executive Compensation.  In general, the compensation awarded to our Named Executive Officers will be on December 15, 2006.


Tax Deductibility under Section 162(m)

taxable to the executive and will give rise to a corresponding corporate deduction at the time the compensation is paid. Section 162(m) of the U.S. Internal Revenue Code of 1986 limits deductibility of(Code) generally denies a federal income tax deduction for certain compensation in excess of $1 million per year paid to the chief executive officer or the named executive officers. During 2007 our CEO received compensation in excess $1 million. However, his bonus was pursuant to a formula approved by the stockholders and therefore exempt from the Section 162(m) limitations on deductibility.

Although deductibility of compensation is preferred, tax deductibility is not a primary objective of our compensation programs. We believe that achieving our compensation objectives set forth above is more important than the benefit of tax deductibility. We reserve the right to maintain flexibility in how we compensate our executive officers, which may result in limiting the deductibility of amounts of compensation from time to time.
Accounting for Stock-Based Compensation.  Effective with the 2006 fiscal year, we adopted FASB Statement No. 123R (SFAS 123R),Share-Based Payment. Stock-based compensation expense for all share-based payment awards is based on the grant date fair value estimated in accordance with the provisions of SFAS 123R.
Policy on Claw Backs
The Company does not have any policy providing for the recovery of awards or payments if the relevant performance measures upon which they are based are restated or otherwise adjusted in a manner that would reduce the size of an award or payment.
Report of the Compensation Committee
The Compensation committee of the company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) ofRegulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
Compensation Committee of the Board of Directors
Sidney R. Brown, Chairman
Leonard M. Lodish
Peter G. Stanley


11

EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table summarizes compensation paid or earned for the fiscal year ending September 29, 2007 for the Company’s Chief Executive Officer, and to each of the other four highest-paid executive officers unless this compensation qualifies as “performance-based”. Based on the applicable tax regulations, any taxable compensation derived from the exercise of stock options by senior executives under the Company’s Stock Option Plans should qualify as performance-based. The bonus to Mr. Shreiber should also qualify as performance-based. The Company did not pay any compensation for fiscal 2006 that will not be deductible due to Section 162(m). However, the Committee is not precluded from doing so in the future should it determine that such payments or awards are necessary to retain and motivate key executives.

COMPENSATION COMMITTEE
SIDNEY R. BROWN (Chairman)
LEONARD M. LODISH
PETER G. STANLEY


EXECUTIVE COMPENSATION

Summary Compensation

     The following table sets forth certain information regarding the compensation paid to the Chief ExecutiveFinancial Officer and each of the fourthree other most highly compensated executive officers of the Company for services rendered in all capacities for fiscal 2006, 2005 and 2004:

Summary Compensation Table

(the “Named Executive Officers”).
                             
           Stock
  Option
  All Other
    
     Salary
  Bonus
  Awards(1)
  Awards(1)
  Compensation
  Total
 
Name and Principal Position
 Year  ($)  ($)  ($)  ($)  ($)  ($) 
 
Gerald B. Shreiber
Chairman of the Board
Chief Executive Officer
Director		  2007   650,000   802,790   0   262,133   11,098   1,726,021 
Robert M. Radano
Senior Vice President
Chief Operating Officer		  2007   295,000   100,000   0   39,710   7,488   442,198 
Dennis G. Moore
Senior Vice President
Chief Financial Officer
Secretary Treasurer Director		  2007   311,317   185,000   0   39,710   15,192   551,219 
Daniel Fachner
President
The ICEE Company		  2007   293,230   276,200   0   39,710   15,880   625,020 
Vincent Melchiorre
Executive Vice President
Food Group		  2007   88,000   251,000   50,256   13,922   1,912   405,090 


Annual Compensation		Long Term
Compensation
Awards
Name and Principal Position(1)
Year
Salary
Bonus
All Other (1)amounts reported in these columns correspond to current year amounts recorded for financial statement purposes in accordance with FAS 123(R). For a discussion of valuation assumptions, see Note A 13 to J & J’s Consolidated Financial Statements included in J & J’s Annual Report onForm 10-K
Options (3)		All Other
Compensation (2)		 for the fiscal year ended September 29, 2007.
Gerald B. Shreiber
     Chairman of the Board,
     President, Chief Executive
     Officer and Director		2006
2005
2004		$637,000
$600,000
$575,000		$736,000
$651,000
$568,000		$1,344,000
$   906,000
$   707,000		40,000
-0-
20,000		$6,000
$6,000
$6,000


12

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
                             
  Option Awards Stock Awards
    Number of
 Number of
        
    Securities
 Securities
     Number of
 Market Value
    Underlying
 Underlying
     Shares or
 of Shares or
    Unexercised
 Unexercised
 Option
   Units of Stock
 Units of Stock
    Options
 Options
 Exercise
 Option
 That Have Not
 That Have Not
  Grant
 (#)
 (#)
 Price
 Expiration
 Vested
 Vested
Name
 Date Exercisable Unexercisable ($) Date (#) ($)
 
Gerald B. Shreiber  05/01/98   50,000       9.625   04/30/08   0   0 
   05/01/99   50,000       10.875   04/30/09         
   05/01/00   50,000       7.969   04/30/10         
   05/01/01   50,000       10.30   04/30/11         
   05/01/02   50,000       19.765   04/30/12         
   09/24/04   20,000       20.425   09/23/14         
   12/15/05       20,000   29.78   12/14/15         
   09/30/06       20,000   31.10   09/29/16         
   09/28/07       20,000   34.82   09/27/17         
Robert M. Radano  09/24/04   4,896       20.425   09/23/09   0   0 
   12/15/05       3,357   29.78   12/14/10         
   12/15/06       2,400   41.60   12/14/11         
Dennis G. Moore  09/27/00   14,000       6.375   09/26/10   0   0 
   08/07/01   9,432       10.60   08/06/11         
   09/29/03   5,934       16.85   09/28/08         
   09/24/04   4,896       20.425   09/23/09         
   12/15/05       3,357   29.78   12/14/10         
   12/15/06       2,400   41.60   12/14/11         
Daniel Fachner  09/29/03   5,934       16.85   09/28/08   0   0 
   09/24/04   4,896       20.425   09/23/09         
   12/15/05       3,357   29.78   12/14/10         
   12/15/06       2,400   41.60   12/14/11         
Vincent Melchiorre  06/11/07       10,000   38.81   06/10/12   10,000   348,200 


13

GRANTS OF PLAN-BASED AWARDS IN FISCAL 2007
Long term awards granted in fiscal 2007 to the Named Executive Officers are shown in the following table.
                 
     Number of
  Exercise or
  Grant Date
 
     Securities
  Base Price
  Fair Value
 
     Underlying
  of Option
  of Option
 
     Options(1)
  Awards(2)
  Awards(3)
 
Name
 Grant Date  #  $  $ 
 
Gerald B. Shreiber  09/28/07   20,000   34.82   327,600 
Robert M. Radano  12/15/06   2,400   41.60   28,848 
Dennis G. Moore  12/15/06   2,400   41.60   28,848 
Daniel Fachner  12/15/06   2,400   41.60   28,848 
Vincent Melchiorre  06/11/07   10,000   38.81   116,800 
Robert M. Radano
     Chief Operating Officer and
     Senior Vice President, Sales		2006
2005
2004		$291,000
$271,000
$259,000		$200,000
$146,000
$125,000		$    81,000
$  121,000
$  164,000		3,357
-0-
4,896		$6,000
$6,000
$6,000
Dennis G. Moore
     Senior Vice President, Chief
     Financial Officer and Director		2006
2005
2004		$305,000
$287,000
$277,000		$176,000
$160,000
$142,000		-0-
-0-
$   79,000		3,357
-0-
4,896		$6,000
$6,000
$6,000
Daniel Fachner
     President
     The ICEE Company		2006
2005
2004		$282,000
$271,000
$264,000		$216,000
$222,000
$220,000		$   73,000
$ 273,000
$   59,000		3,357
-0-
4,896		$6,000
$6,000
$6,000
Michael Karaban
     Senior Vice President –
     Marketing		2006
2005
2004		$232,000
$218,000
$209,000		$ 60,000
$ 40,000
$ 32,000		$   69,000
$   79,000
$ 109,000		3,000
-0-
4,000		$6,000
$6,000
$6,000

––––––––––
(1)Value realized uponThis column shows the exercisenumber of stock options.options granted in fiscal 2007 to each Named Executive Officer. These options are not exercisable until three years after the date of grant.
 
(2)401(K) Profit Sharing Plan Contribution.This column shows the exercise price for options granted in fiscal 2007 to each Named Executive Officer, which was the closing price of J & J’s Common Stock on the date the options were granted.
 
(3)This column shows the full grant date fair value, under FAS 123(R), of options granted to each Named Executive Officer in fiscal 2007. Generally, the full grant date fair value is the amount J & J would recognize for financial statement reporting purposes over the award’s vesting schedule. Options reflectgranted on June 11, 2007 were valued at $11.68, options granted on September 28, 2007 were valued at $16.38 and options granted on December 15, 2006 were valued at $12.02 using a Black-Scholes option pricing model in accordance with FAS 123(R). For a discussion of valuation assumptions, see Note 13 to J & J’s consolidated financial statements included in J & J’s annual report onForm 10-K for the 2-for-1 stock split effective January 5, 2006.fiscal year ended September 29, 2007.

Equity Compensation PlanOPTION EXERCISES

The following table provides information as of September 30, 2006 abouton stock options exercised by the shares of the Company’s common stock that may be issued upon the exercise of options under the Company’s equity compensation plans which are the 1992 Stock Option Plan, the 2002 Stock Option Plan and the Employee Stock Purchase  Plan.

Plan Category  (1)
Number of Securities to
be issued upon exercise of
outstanding options,
warrants and rights		  (2)
Weighted average
exercise price of
outstanding options,
warrants and rights		  (3)
Number of Securities
remaining available for
future issuance under
equity
compensation plans
[excluding securities
reflected in column 1]		 
  
  
  
 
Equity compensation plans approved by security holders  1,233,000  $16.17  963,000 
Equity compensation plans not approved by security holders  N/A  N/A  N/A 

Option Grants in Last Fiscal Year

                   
  Individual Grants       Potential Realization
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Option Term		 
  
 
Name Number of
securities
underlying
Options
Granted (#)		  % of Total
Options Granted
to Employees
in Fiscal Year		  Exercise
Price		  Expiration
Date		  5%  10% 
 
Gerald B. Shreiber 40,000(1)  23%  (1) (1)$766,000 $992,000 
Robert M. Radano 3,357(2)  2%       $29.78  12/15/11 $28,000 $61,000 
Dennis G. Moore 3,357(2)  2%  $29.78  12/15/11 $28,000 $61,000 
Daniel Fachner 3,357(2)  2%  $29.78  12/15/11 $28,000 $61,000 
Michael Karaban 3,000(2)  2%  $29.78  12/15/11 $25,000 $55,000 

––––––––––
(1)20,000 options are first exercisable on 12/15/08, expire on 12/15/15 and have an exercise price of  $29.78. 20,000 options are first exercisable on 09/30/09, expire on 9/30/16 and have an exercise price of $31.10.
(2)All options granted are first exercisable on 12/15/08.

Option Exercises and Holdings

     The following table summarizes exercises of stock optionsNamed Executive Officers during fiscal year 2006 by2007.

         
  Option Awards 
  Number of Shares
    
  Acquired on
  Value Realized
 
  Exercise
  on Exercise
 
Name
 (#)  ($) 
 
Gerald B. Shreiber  50,000   1,639,125 
Robert M. Radano  5,934   144,434 
Dennis G. Moore  5,196   116,027 
Daniel Fachner  —   — 
Vincent Melchiorre  —   — 
POTENTIAL PAYMENT UPON TERMINATION OR CHANGE IN CONTROL
Except for the Chiefprovisions in Mr. Melchiorre’s employment contract discussed below, the Company does not have any Agreements to provide payment or benefits to any Named Executive Officer and highly compensated executives and the number of unexercised options and the value of unexercised options held at the end of fiscal year 2006.upon termination orchange-in-control.


14


Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values

Name  Shares
Acquired on
Exercise (#)		  Value
Realized ($)		  Number of Unexercised
Options at FY-End(#)
Exercisable/ Unexercisable		  Value of Unexercised In-the-Money
Options at FY-End($)
Exercisable/Unexercisable		 
 
Gerald B. Shreiber  50,000 $1,343,750  300,000/60,000  $4,000,000/240,000 
Robert M. Radano  5,196 $81,421  5,934/8,253  $85,000/57,000 
Dennis G. Moore  — $—  34,562/8,253  $686,000/57,000 
Daniel Fachner  5,196 $72,640  5,934/8,253  $85,000/57,000 
Michael Karaban  4,400 $68,948  4,000/7,000  $57,000/47,000 

401(k) Profit Sharing Plan

     J & J maintains a 401(K) Profit Sharing Plan for the benefit of eligible employees. J & J’s contribution is based upon the individual employee’s contribution. During the fiscal year ended September 30, 2006 contributions in the amount of $1,219,000 were made to the 401(K) Profit Sharing Plan.

Director Compensation

     Each director receives annual grants under the Deferred Stock Plan of 3,000 shares as well as $750 per  quarter as a retainer and $1,000 for attendance at each of its four quarterly Board meetings. In addition, the Chairman of the Audit Committee receives an annual fee of $5,000.

Employment Agreements and Change-in-Control Arrangements

     There are no employment agreements or change-in-control arrangements with any of the named Executive Officers.

Certain Transactions

     Frank Shreiber, brother of Gerald B. Shreiber, is J & J’s Director of Purchasing. During fiscal 2006, he was paid $108,000 in salary and bonus.


Stock Performance Graph

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG J & J SNACK FOODS CORP., THE NASDAQ COMPOSITE INDEX
AND THE S & P PACKAGED FOODS & MEATS INDEX

* $100 invested on 9/30/01 in stock or index-including reinvestment of dividends. Fiscal year ending September 30.

Copyright © 2006, Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. All rights reserved.
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Graph produced by Research Data Group, Inc.



                    Begin:  9/30/2001 
                     Period End:  9/30/2006 
J & J Snack Foods – NASNM           End:  9/30/2006 
C000002530                
Date*  Transaction
Type		  Closing
Price**		  Beginning
No. Of
Shares***		  Dividend
per Share		  Dividend
Paid		  Shares
Reinvested		  Ending
Shares		  Cum. Tot.
Return		 
  
  
  
  
  
  
  
  
 
30-Sep-01  Begin  9.375  10.67           10.667  100.00 
30-Sep-02  Year End  18.425  10.67           10.667  196.53 
30-Sep-03  Year End  17.890  10.67           10.667  190.83 
30-Sep-04  Year End  21.440  10.67           10.667  228.69 
                         
13-Dec-04  Dividend  23.500  10.67  0.06  0.67  0.028  10.695  251.33 
11-Mar-05  Dividend  23.565  10.70  0.06  0.67  0.028  10.723  252.70 
13-Jun-05  Dividend  25.070  10.72  0.06  0.67  0.027  10.750  269.51 
13-Sep-05  Dividend  28.820  10.75  0.06  0.67  0.023  10.773  310.49 
30-Sep-05  Year End  28.900  10.77           10.773  311.35 
                         
13-Dec-05  Dividend  31.175  10.77  0.04  0.40  0.013  10.786  336.27 
13-Mar-06  Dividend  32.370  10.79  0.08  0.81  0.025  10.811  349.96 
13-Jun-06  Dividend  30.270  10.81  0.08  0.81  0.027  10.838  328.07 
13-Sep-06  Dividend  33.130  10.84  0.08  0.81  0.025  10.863  359.88 
30-Sep-06  End  31.100  10.86           10.863  337.83 

––––––––––

*    Specified ending dates or ex-dividends dates.
** All Closing Prices and Dividends are adjusted for stock splits and stock dividends.
***‘Begin Shares’ based on $100 investment.


SHAREHOLDER PROPOSALS AND NOMINATIONS

     Any stockholder who wishes to submit a proposal to be voted on or to nominate a person for election to the Board of Directors at the Company’s annual meeting of stockholders in 2008 must notify the Company’s Secretary (at the Company’s address set forth above) no earlier than July 26, 2007 and no later than August  25, 2007 (unless the date of the 2008 annual meeting is more than 30 days before or more than 60  days after February 10, 2007, in which case the notice of proposal must be received by the later of October 24, 2007 or the tenth day following the day the Company publicly announces the date of the 2008 annual meeting). The notice of a proposal or nomination must also include certain information about the proposal or nominee and about the stockholder submitting the proposal or nomination, as required by the Company’s By-Laws, and must also meet the requirements of applicable securities laws. Proposals or nominations not meeting these requirements will not be presented at the annual meeting.

     For more information regarding stockholder proposals or nominations, you may request a copy of the By-Laws from the Company’s Secretary (at the Company’s address set forth above).

COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

     Section 16(A) of the Securities Exchange Act of 1934 requires that the Company’s directors and executive officers, and persons who beneficially own more than ten percent of the Company’s Common Stock, file with the Securities and Exchange Commission reports of ownership and changes in ownership of Common Stock and other equity securities of the Company. To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations received by it from such directors and executive officers, all Section 16(a) filing requirements applicable to the Company’s officers, directors and greater than ten-percent beneficial owners were complied with during fiscal 2006.

AUDIT COMMITTEE


REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The primary purpose of the Audit Committee is to oversee the Company’s accounting and financial reporting process and the audits of the Company’s financial statements, as further detailed in the Committee’s Charter attached as Exhibit B to the Proxy Statement for the 2005 Annual Meeting.

The Company’s management is responsible for the integrity of the Company’s financial statements, as well as its accounting and financial reporting process and internal controls for compliance with applicable accounting standards, laws and regulations. The Company’s independent accountants, Grant Thornton LLP (“Grant Thornton”), are responsible for performing an independent audit of the Company’s financial statements in accordance with generally accepted auditing standards and expressing an opinion in their report on those financial statements.

The Audit Committee is responsible for monitoring and reviewing these processes, as well as the independence and performance of the Company’s independent accountants. The Audit Committee does not conduct auditing or accounting reviews or procedures. The Audit Committee has relied on management’s representation that the financial statements have been prepared with integrity and in conformity with generally accepted accounting procedures in the U.S. and on the independent accountants’ representations included in their report on the Company’s financial statements.

The Audit Committee reviewed and discussed with management the Company’s audited financial statements for fiscal year 2006.2007. The Committee discussed with the Company’s independent accountants, Grant Thornton, the matters required to be discussed by the Codification of Statements on Auditing Standards 61,Communication with Audit Committees(as modified or supplemented). In addition, the Audit Committee received the written disclosures and the letter from Grant Thornton required by Independence Standards Board Standard No. 1,Independence Discussions with Audit Committees, discussed with Grant Thornton its independence from the Company, and considered whether the providing of non-audit services to the Company by Grant Thornton is compatible with maintaining Grant Thornton’s independence.


Based on these reviews and discussions and in reliance thereon, the Audit Committee recommended to the Board of Directors that the audited financial statements for the Company be included in the Company’s Annual Report onForm 10-K for the fiscal year ended September 30, 2006.

29, 2007.

PETER G. STANLEY (Chairman)
SIDNEY R. BROWN
LEONARD M. LODISH


15

INDEPENDENT ACCOUNTANTS

It is contemplated that Grant Thornton LLP (“Grant Thornton”) will be selected to serve as the Company’s independent accountants for fiscal year 2007.2008. Grant Thornton also served as the Company’s independent accountants for fiscal year 2006.2007. A representative of Grant Thornton is expected to attend the Annual Meeting, will have an opportunity to make a statement if he so desires and will be available to respond to appropriate questions from stockholders.

Audit Fees

The following aggregate fees were billed to the Company in each of the last two fiscal years for professional services rendered by Grant Thornton for the audit of the Company’s annual financial statements and services that are normally provided by Grant Thornton in connection with statutory and regulatory filings or engagements for those fiscal years:

Fiscal Year 2006$228,000
Fiscal Year 2005$172,000

     
Fiscal Year 2007 $745,000 
Fiscal Year 2006 $581,000 
Audit-Related Fees

The following aggregate fees were billed to the Company in each of the last two fiscal years for (1) financial accounting and reporting services, and (2) acquisition-related services, in each case rendered by Grant Thornton and that were reasonably related to the performance of the audit or review of the Company’s financial statements but are not included in the audit fees reported above:

Fiscal Year 2006$353,000
Fiscal Year 2005$244,000

     
Fiscal Year 2007 $20,000 
Fiscal Year 2006 $16,000 
Tax Fees

The following aggregate fees were billed to the Company in each of the last two fiscal years for U.S. Federal, state and local tax planning, advice and compliance services, international tax planning, advice and compliance services:

Fiscal Year 2006$180,000
Fiscal Year 2005$112,000

All Other Fees

     The following aggregate fees were billed to the Company in each of the last two fiscal years for services provided by Grant Thornton that are not included in the services reported above, which services related to audits of the Company’s Health and Welfare Plan and 401(k) Profit Sharing Plan.

Fiscal Year 2006$16,000
Fiscal Year 2005$22,000

     
Fiscal Year 2007 $181,000 
Fiscal Year 2006 $180,000 

Audit Committee Policies and Procedures on Pre-Approval of Audit and Permissible Non-Audit Services

The Audit Committee has adopted policies and procedures requiring that the Company obtain the Committee’s pre-approval of all audit and permissible non-audit services to be provided by Grant Thornton as the Company’s independent accountants. Pre-approval is generally granted on a fiscal year basis, is detailed as to the particular service or category of services to be provided and is granted after consideration of the estimated fees for each service or category of service. Actual fees and any changes to estimated fees for pre-approved services are reported to the Committee on a quarterly basis.

Other Matters

The Auditaudit Committee of the Board of Directors has considered whether the provision of tax services described above is compatible with maintaining the independence of the Company’s principal accountant. The Audit Committeecommittee has approved the performance of these services by Grant Thornton LLP.


PROPOSAL TO APPROVE AMENDMENTS TO
COMPANY’S STOCK OPTION PLAN

     The Board of Directors has also approved an increase in the maximum number of shares issuable under the Stock Option Plan by 600,000 to a total of 1,400,000. The Board of Directors recommends a vote “For” this proposal.

Increases in Authorized Shares under Stock Option Plan

     Currently, options for a total of 800,000 shares may be issued under the Stock Option Plan. The amendment increases the maximum number of shares issuable under the Stock Option Plan by 600,000 to a total of 1,400,000 shares. No options have been issued to date from said 600,000 shares.

     The purpose of the proposed increase is to provide sufficient shares for future option grants to officers, directors, key employees and important consultants of the Company. As of December 1, 2006, the Company had 263,000 shares available for grant under the Stock Option Plan. The Board of Directors believes that it is in the best interests of the Company to have sufficient shares available under the Stock Option Plan to provide options to certain of its officers, directors, key employees and important consultants. In fiscal 2006, the Company granted 175,671 options under the Stock Option Plan to officers and key employees. No outside directors or important consultants received options during the last fiscal year. The Board of Directors believes it is prudent to increase the number available for future grants so as to continue to grant options, which is a critical part of long term compensation. The Board of Directors believes that the Company and its shareholders significantly benefit from having the Company’s key management employees receive options to purchase the Company’s Common Stock and that the opportunity thus afforded these employees to acquire Common Stock is an essential element of an effective management incentive program. Approval by the shareholders is requested in order to grant Incentive Stock Options under the Plan. The Board of Directors also believes that stock options are very valuable in attracting and retaining highly qualified management personnel and in providing additional motivation to management to use their best efforts on behalf of the Company.

     Set forth below is a summary of certain significant portions of the Stock Option Plan.

Eligibility and Administration. All officers, directors, key employees of the Company and important consultants of any current or future subsidiary (the “Subsidiary”), are eligible to receive options under the Stock Option Plan. The Stock Option Plan currently is administered by the Compensation Committee (the  “Committee”). The Committee determines, among other things, which officers, directors, key employees and important consultants of the Company and any Subsidiary will be granted options under the Stock Option Plan, whether options granted will be Incentive Options or Non-Qualified Options, the number of shares subject to an option, the time at which an option is granted, the duration of an option and the exercise price of an option. The Committee has the exclusive right to adopt or rescind rules for the administration of the Stock Option Plan, correct defects and omissions in, reconcile inconsistencies in, and construe the Stock Option Plan.

Non-Qualified Options to the Chief Executive Officer. The Stock Option Plan provides that the Corporation shall issue annually on the last day of the Company’s fiscal year to the Chief Executive Officer options to acquire 20,000 shares of Common Stock. The number of shares to be issued to the Chief Executive Officer shall be changed in the event of any change in the capitalization of J & J, such as stock dividend, stock split, or what the Compensation Committee deems in its sole discretion to be similar circumstances. The exercise price for these options shall be the fair market value, as determined by the Compensation Committee of the Corporation’s Common Stock on the date of grant of such options. The option will be for ten (10) years. This automatic award is in addition to any other option grant that may be awarded under the Stock Option Plan.

Amendment and Termination. Options may not be granted pursuant to the Stock Option Plan after November 26, 2012. The Board of Directors reserves the right at any time, and from time to time, to modify or amend the Stock Option Plan in any way, or to suspend or terminate it, effective as of such date, which date may be either before or after the taking of such action, as may be specified by the Board of Directors; provided, however, that such action shall not affect options granted under the Stock Option Plan prior to the


actual date on which such action occurred. If a modification or amendment of the Stock Option Plan is required by the Code or the regulations thereunder to be approved by the shareholders of the Company in order to permit the granting of “Incentive Stock Options” (as that term is defined in Section 422 of the Code and regulations thereunder) pursuant to modified or amended Stock Option Plan, such modification or amendment shall also be approved by the shareholders of the Company in such manner as is prescribed by the Code and the regulations thereunder. If the Board of Directors voluntarily submits a proposed modification, amendment, suspension or termination for shareholder approval, such submission shall not require any future modifications, amendments (whether or not relating to the same provision or subject matter), suspensions or terminations to be similarly submitted for shareholder approval.

Number of Shares and Adjustment. The aggregate number of shares which may presently be issued upon the exercise of options granted under the Stock Option Plan is 800,000 shares of Common Stock. The aggregate number and kind of shares issuable under the Stock Option Plan is subject to appropriate adjustment to reflect changes in the capitalization of the Company, such as by stock dividend, stock split or other circumstances deemed by the Committee to be similar. Any shares of Common Stock subject to options that terminate unexercised will be available for future options granted under the Stock Option Plan.

Exercise Price and Terms. The exercise price for Options granted under the Stock Option Plan shall be equal to at least the fair market value of the Common Stock as of the date of the grant of the option, except that the option exercise price of Incentive Options granted to an individual owning shares of the Company possessing more than 10% of the total combined voting power of all classes of stock of the Company must not be less than 110% of the fair market value as of the date of the grant of the option. The market value of a share of Common Stock on December 8, 2006 was $40.96.

     The aggregate fair market value of the stock determined on the date of grant with respect to which Incentive Options are exercisable for the first time by an optionee during any calendar year cannot exceed $100,000.

     Unless terminated earlier by the option’s terms, Options granted under the Stock Option Plan will expire ten years after the date they are granted except that if Incentive Options are granted to an individual owning shares of the Company possessing more than 10% of the total combined voting power of all classes of stock of the Company on the date of the grant, Section 422 of the Code requires that such options expire five years after the date they are granted.

Payment of Exercise Price. Payment of the option price on exercise of Incentive Options and Non-Qualified Options may be made in cash, shares of Common Stock of the Company or a combination of both. Under the terms of the Stock Option Plan, the Committee could interpret the provision of the Stock Option Plan which allows payment of the option price in shares of Common Stock to permit the “pyramiding” of shares in successive, simultaneous exercises. As a result, an optionee could initially exercise an option in part, acquiring a small number of shares of Common Stock and immediately thereafter effect further exercises of the option, using the shares of Common stock acquired upon earlier exercises to pay for an increasingly greater number of shares received on each successive exercise. This procedure could permit an optionee to pay the option price by using a single share of Common stock or a small number of shares of Common Stock to acquire a number of shares of Common Stock.

Termination of Service; Death; Transferabiliiy. All unexercised options will terminate such number of days (not to exceed 90) as determined by the Compensation Committee after the date either (i) other than an optionee who retires at his normal retirement age with at least 10 years of service, the optionee ceases to perform services for the Company or a Subsidiary, or (ii) the Company or a Subsidiary delivers or receives notice of an intention to terminate the employment relationship, regardless of whether or not a different effective date of termination is provided in such notice, but this termination date shall not apply in the cases of disability or death of the optionee (but in no event later than the expiration date). An optionee who ceases to be an employee because of a disability must exercise the option within one year after he or she ceases to be an employee (but in no event later than the expiration date). The heirs or personal representative of a deceased employee who could have exercised an option while alive may exercise such option within one year following the employee’s death (but in no event later than the expiration date). The Committee can provide that the options may be transferred to descendants or trusts for the benefits of such descendants. Otherwise,


no Incentive Option granted under the Stock Option Plan is transferable except in the event of death by will or the laws of descent and distribution. An employee who retires at normal retirement age with at least 10  years of service, may exercise options after retirement according to the terms of such options. The Committee may provide that a Non-Qualified Option is transferable to any family member of the optionee by gift or qualified domestic relations order.

Federal Income Tax Consequences of the Stock Option Plan. Set forth below is a description of the federal income tax consequences to the recipient of options and the Company under the Internal Revenue Code of 1986, as amended, of the grant and exercise of options awarded under the Stock Option Plan.

Incentive Stock Options Under the Stock Option Plan. Generally, under the Code, an optionee will not realize taxable income by reason of the grant or the exercise of an Incentive Option (see however, discussion of Alternative Minimum Tax below). If an optionee exercises an Incentive Option and does not dispose of the shares until the later of (i) two years from the date the option was granted and (ii) one year from the date of exercise, the entire gain, if any, realized upon disposition of such shares will be taxable to the optionee as long-term capital gain, and the Corporation will not be entitled to any deduction. If an optionee disposes of the shares within the period of two years from the date of grant or one year from the date of exercise (a “disqualifying disposition”), the optionee generally will realize ordinary income in the year of disposition and the Corporation will receive a corresponding deduction, in an amount equal to the excess of (1) the lesser of (a) the amount, if any, realized on the disposition and (b) the fair market value of the shares on the date the option was exercised over (2) the option price. Any additional gain realized on the disposition will be long-term or short-term capital gain and any loss will be long-term or short-term capital loss. The optionee will be considered to have disposed of a share if he sells, exchanges, makes a gift of or transfers legal title to the share (except transfers, among others, by pledge, on death or to spouses). If the disposition is by sale or exchange, the optionee’s tax basis will equal the amount paid for the share plus any ordinary income realized as a result of the disqualifying disposition.

     The exercise of an Incentive Option may subject the optionee to the alternative minimum tax. The amount by which the fair market value of the shares purchased at the time of the exercise exceeds the option exercise price is an adjustment for purposes of computing the so-called alternative minimum tax. In the event of a disqualifying disposition of the shares in the same taxable year as exercise of the Incentive Option, no adjustment is then required for purposes of the alternative minimum tax, but regular income tax, as described above, may result from such disqualifying disposition.

     An optionee who surrenders shares as payment of the exercise price of his Incentive Option generally will not recognize gain or loss on his surrender of such shares. The surrender of shares previously acquired upon exercise of an Incentive Option in payment of the exercise price of another Incentive Option is, however, a “disposition” of such stock. If the incentive stock option holding period requirements described above have not been satisfied with respect to such stock, such disposition will be a disqualifying disposition that may cause the optionee to recognize ordinary income as discussed above.

     Under the Code, all of the shares received by an optionee upon exercise of an Incentive Option by surrendering shares will be subject to the incentive stock option holding period requirements. Of those shares, a number of shares (the “Exchange Shares”) equal to the number of shares surrendered by the optionee will have the same tax basis for capital gains purposes (increased by an ordinary income recognized as a result of any disqualifying disposition of the surrendered shares if they were incentive stock option shares) and the same capital gains holding period as the shares surrendered. The balance of the shares received by the optionee will have a tax basis (and a deemed purchase price) of zero and a capital gains holding period beginning on the date of exercise. The Incentive Stock Option holding period for all shares will be the same as if the option had been exercised for cash.

Non-Qualified Options. Generally, there will be no federal income tax consequences to either the optionee or the Corporation on the grant of Non-Qualified Options. On the exercise of a Non-Qualified Option, the optionee has taxable ordinary income equal to the excess of the fair market value of the shares acquired on the exercise date over the option price of the shares. The Corporation will be entitled to a federal income tax deduction (subject to the limitations contained in Section 162 of the Code and satisfaction of certain reporting requirements) in an amount equal to such excess.


     Upon the sale of stock acquired by exercise of a Non-Qualified Option, optionees will realize long-term, or short-term capital gain or loss depending upon their holding period for such stock. Capital losses are deductible only to the extent of capital gains for the year plus $3,000 for individuals.

     An optionee who surrenders shares in payment of the exercise price of a Non-Qualified Option will not recognize gain or loss with respect to the shares so delivered unless such shares were acquired pursuant to the exercise of an Incentive Option and the delivery of such shares is a disqualifying disposition. The optionee will recognize ordinary income on the exercise of the Non-Qualified Option as described above. Of the shares received in such an exchange, that number of shares equal to the number of shares surrendered will have the same tax basis and capital gains holding period as the shares surrendered. The balance of the shares received will have a tax basis equal to their fair market value on the date of exercise and the capital gains holding period will begin on the date of exercise.

Limitation on Corporation’s Deduction. Section 162(m) of the Code will generally limit to $1.0 million the Corporation’s federal income tax deduction for compensation paid in any year to its chief executive officer and its four highest paid executive officers, to the extent that such compensation is not “performance based.” Under Treasury regulations, and subject to certain transition rules, a stock option will, in general, qualify as “ performance based” compensation if it (i) has an exercise price of not less than the fair market value of the underlying stock on the date of grant, (ii) is granted under a plan that limits the number of shares for which options may be granted to an employee during a specified period, which plan is approved by a majority of the shareholders entitled to vote thereon, and (iii) is granted by a compensation committee consisting solely of at least two independent directors. If a stock option to an executive referred to above is not “performance based”, the amount that would otherwise be deductible by the Corporation in respect of such stock option will be disallowed to the extent that the executive’s aggregate non-performance based compensation paid in the relevant year exceeds $1.0 million.

New Plan Benefits Table. The amount, if any, of stock options to be awarded to key employees is determined on an annual basis by the Committee and is not presently determinable. Information regarding awards to the Named Officers in 2006 is provided elsewhere in this Proxy Statement. See “Executive Compensation”.

The Board of Directors recommends that you vote FOR approval of the increase in the maximum number of shares for issuance under the Stock Option Plan


OTHER MATTERS

The Company is not presently aware of any matters (other than procedural matters) which will be brought before the Meeting which are not reflected in the attached Notice of the Meeting. The enclosed proxy confers discretionary authority to vote with respect to any and all of the following matters that may come before the


16

Meeting: (i) matters which the Company does not know, a reasonable time before the proxy solicitation, are to be presented at the Meeting; (ii) approval of the minutes of a prior meeting of shareholders, if such approval does not amount to ratification of the action taken at the meeting; (iii) the election of any person to any office for which a bona fide nominee named in this Proxy Statement is unable to serve or for good cause will not serve; (iv) any proposal omitted from this Proxy Statement and the form of proxy pursuant to Rules 14a 8 or 14a 9 under the Securities Exchange Act of 1934; and (v) matters incident to the conduct of the Meeting. In conjunction with such matters, the persons named in the enclosed proxy will vote in accordance with their best judgment.


17

ANNUAL REPORT TO SHAREHOLDERS AND FORM 10 K

This Proxy Statement is accompanied by the Company’s Annual Report to Shareholders for fiscal 2006.

2007.

EACH PERSON SOLICITED HEREUNDER CAN OBTAIN A COPY OF J & J’S ANNUAL REPORT ONFORM 10-K FOR FISCAL 20062007 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR ENDED SEPTEMBER 30, 2006,29, 2007, WITHOUT CHARGE, BY SENDING A WRITTEN REQUEST TO J & J SNACK FOODS CORP., 6000 CENTRAL HIGHWAY, PENNSAUKEN, NEW JERSEY 08109, ATTENTION: DENNIS G. MOORE.

By Order of the Board of Directors,
Dennis G. Moore, Secretary

(301778)

19

ANNUAL MEETING OF SHAREHOLDERS OF
J & J SNACK FOODS CORP.
February 5, 2008
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
ê Please detach along perforated line and mail in the envelope provided.ê
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREx
1. Election of Director:
NOMINEE:
oFOR THE NOMINEE     Sidney R. Brown
oWITHHOLD AUTHORITY
FOR THE NOMINEE
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via
this method.		o
Receipt of J & J’s Annual Report to Shareholders and Notice of Annual Meeting of Shareholders and Proxy Statement dated December 18, 2007 is hereby acknowledged.
Please date and sign this proxy and return it promptly in the enclosed postage paid envelope.

Signature of Shareholder
Date:
Signature of Shareholder
Date:
Note:Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

J & J SNACK FOODS CORP.
Annual Meeting of Shareholders  February 5, 2008

SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
     The undersigned hereby appoints STEVE TAYLOR and HARRY McLAUGHLIN, each of them with full power of substitution, proxy agents to vote all shares which the undersigned is entitled to vote at the Annual Meeting of its Shareholders February 5, 2008 on all matters that properly come before the meeting, subject to any directions indicated below. The proxy agents are directed to vote as follows on the proposals described in J & J’s Proxy Statement.
     This proxy will be voted as directed. If no directions to the contrary are indicated, the proxy agents intend to vote “FOR” the election of J & J’s nominee as director.
     The proxy agents present and acting at the meeting, in person or by their substitutes (or if only one is present and acting, then that one), may exercise all powers conferred hereby. Discretionary authority is conferred hereby as to certain matters described in J & J’s Proxy Statement.
(Continued and to be signed on the reverse side)