As filed with the Securities and Exchange Commission on September 23, 1999
File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

JOHN B. SANFILIPPO & SON, INC.
------------------------------
(Exact Name of Registrant as Specified in Its Charter)

Delaware 36-2419677
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

2299 Busse Road
Elk Grove Village, Illinois 60007
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(Address of Principal Executive Offices)(Zip Code)

THE JOHN B. SANFILIPPO & SON, INC.
1998 EQUITY INCENTIVE PLAN
--------------------------
(Full Title of the Plan)

JASPER B. SANFILIPPO
Chairman of the Board and Chief Executive Officer
John B. Sanfilippo & Son, Inc.
2299 Busse Road
Elk Grove Village, Illinois 60007
-----------------------------------
(Name and Address of Agent For Service)

Telephone: (847) 593-2300
-------------------------
(Telephone Number, Including Area Code, of Agent For Service)

Copies of Communications to:
Timothy R. Donovan, Esq.
Jenner & Block
One IBM Plaza
Chicago, Illinois 60611
(312) 222-9350
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CALCULATION OF REGISTRATION FEE

Title of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered Maximum Maximum Registration Fee
Offering Price Aggregate
Per Share(*) Offering Price(*)
- ------------------------------------- ------------ -------------- ----------------- ----------------

Common stock, $.01 par value per 49,500 $4.0101 $ 198,500 $ 55.18
share granted under the John B.
Sanfilippo & Son, Inc. 1998 Equity
Incentive Plan

Common stock, $.01 par value per 300,500 $3.8594 $1,159,750 $322.41
share to be granted under the John B.
Sanfilippo & Son, Inc. 1998 Equity
Incentive Plan
------- ---------- -------
TOTAL 350,000 $1,358,250 $377.59
======= ========== =======

(*) Calculated in accordance with Rule 457(h) (l) and 457(c) under the Act,
the proposed maximum offering price per share and the proposed maximum
offering price have been calculated on the basis of $3.8594 per share,
the average of the high and the low sales prices of the Common Stock,
$.01 par value per share, quoted on the Nasdaq Stock Market on September
20, 1999 with respect to 300,500 shares and on the basis of the exercise
price of options previously granted with respect to 49,500 shares under
the plan.

PART I
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INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
----------------------------------------------------

Item 1. Plan Information.
- -------------------------
Not required to be included herewith.

Item 2. Registrant Information and Employee Plan Annual Information.
- --------------------------------------------------------------------
Not required to be included herewith.

PART II
-------

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference.
- ------------------------------------------------
This Registration Statement on Form S-8 (the "Registration
Statement") relates to the registration of shares of the common stock,
$.01 par value per share (the "Common Stock") of John B. Sanfilippo &
Son, Inc. (the "Company" or the "Registrant").

The following documents heretofore filed by the Company with the
Securities and Exchange Commission (the "Commission") are hereby
incorporated by reference into this Registration Statement and made a
part hereof:

(1) The Company's Annual Report on Form 10-K for the fiscal year
ended June 24, 1999 (Commission File No. 0-19681);

(2) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the Registrant's fiscal year ended
June 25, 1998; and

(3) The description of the Registrant's Common Stock, $0.01 par
value per share, contained in the Company's Registration
Statement on Form S-1 (Amendment No. 3) (Commission File No.
33-43353) as filed with the Commission on November 25, 1991,
including any amendments or reports filed for the purpose of
updating such description.

In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all of the securities registered hereunder
have been issued or which deregisters all of such securities then
remaining unissued, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of
filing of such documents.

Any statement, including financial statements, contained in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein,
or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities.
- ----------------------------------
Not applicable.

Item 5. Interests of Named Experts and Counsel.
- -----------------------------------------------
The legality of the Common Stock to which this Registration
Statement applies has been passed upon by Jenner & Block, Chicago,
Illinois, special securities counsel for the Registrant. Timothy R.
Donovan, a partner of Jenner & Block, is married to Elaine Karacic, who
holds individually and as trustee a total of 168,986 shares of Common
Stock of the Registrant.

Item 6. Indemnification of Directors and Officers.
- --------------------------------------------------
Section 145 of the General Corporation Law of the State of
Delaware provides that a corporation may indemnify any person who was or
is a party to or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceedings, had no reasonable cause to believe
his conduct was unlawful; provided, however, in a suit by or in the right
of the corporation no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such
action or suit was brought has determined upon application that, despite
the adjudication of liability but in view of all of the circumstances of
the case, such person is fairly and reasonably entitled to indemnity or
such expenses deemed proper by the court.

The Company has adopted provisions in its Restated Certificate of
Incorporation and By-Laws which provide for indemnification of its
officers and directors to the maximum extent permitted under the Delaware
General Corporation Law. In addition, the Company has entered into
separate indemnification agreements with each of its directors and
certain officers which may require the Company, among other things, to
indemnify them against certain liabilities that may arise by reason of
their status or service as such directors and officers and to advance
their expenses incurred as a result of any proceeding against them as to
which they could be indemnified.

As authorized by the Delaware General Corporation Law, the
Restated Certificate of Incorporation limits the liability of directors
to the Company for monetary damages. The effect of this provision in the
Restated Certificate of Incorporation is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on
behalf of the Company) to recover monetary damages against a director for
breach of the fiduciary duty of care as a director (including breaches
resulting from negligent or grossly negligent behavior) except in certain
limited situations. This provision does not limit or eliminate the
rights of the Company or any stockholder to seek non-monetary relief such
as an injunction or rescission in the event of a breach of a director's
duty of care. These provisions will not alter the liability of directors
under federal securities laws.

Effective January 1, 1987, the Company elected to be treated as an
S corporation for income tax purposes. The Company's status as an S
corporation automatically terminated upon the completion of its initial
public offering in December 1991. During the period in which the Company
was treated as an S corporation, the earnings of the Company were taxed
directly to the Company's stockholders rather than to the Company. The
Company has entered into a Tax Indemnification Agreement with each of the
then existing stockholders prior to the closing of its initial public
offering (the "Pre-Offering Stockholders") which provides for, among
other things, the indemnification of each Pre-Offering Stockholder from
any losses or liabilities (including additional taxes, interest,
penalties and legal fees) with respect to any adjustments to such
stockholder's taxable income or loss, tax credits or tax credits
recapture made by any taxing authority as a result of a change in the
Company's taxable income or loss, tax credit or tax recapture during the
period in which it was an S Corporation.

In addition, the Company maintains an insurance policy that covers
certain liabilities of persons serving as directors and officers of the
Company or certain of its subsidiaries.

Item 7. Exemption from Registration Claimed.
- --------------------------------------------
Not applicable.

Item 8. Exhibits.
- -----------------
The following exhibits are filed as part of this Registration
Statement.

Exhibit No. Description of Exhibits
- ----------- --------------------------------------------------------
4.1 Specimen Common Stock Certificate of the Registrant. (1)

4.2 Restated Certificate of Incorporation of the Registrant. (2)

4.3 Certificate of Correction to Restated Certificate of
Incorporation of the Registrant. (2)

4.4 By-laws of the Registrant. (3)

5.1 Opinion of Jenner & Block regarding validity of registered
securities.

15 None.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of Jenner & Block (included in Exhibit 5.1).

24 None.

99.1 The John B. Sanfilippo & Son, Inc. 1998 Equity Incentive Plan.

(1) Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (Amendment No. 3), as filed with the Commission
on November 26, 1991 (Commission File No. 33-43353).

(2) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1991 (File No. 0-19681).

(3) Incorporated by reference to the Registrant's Registration
Statement on Form S-1 as filed with the Commission on October 15, 1991
(Commission File No. 33-43353).

Item 9. Undertakings.
- ---------------------
1. Subsequent Disclosure.

The Registrant hereby undertakes:

1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(1) To include any prospectus required by Section 10(a)(3)
of the Act;

(2) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement;

(3) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in this Registration Statement.

Provided, however, that paragraphs (i) and (ii) above do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

2. That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

2. Incorporation by Reference.

The Registrant hereby undertakes that, for purposes of determining
any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

3. Commission Position on Indemnification.

Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person
of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.

SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Elk Grove Village,
State of Illinois, on this 23rd day of September, 1999.

JOHN B. SANFILIPPO & SON, INC.

By /s/ Jasper B. Sanfilippo
------------------------
Jasper B. Sanfilippo,
Chairman of the Board and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Capacity Date

/s/ Jasper B. Sanfilippo Chairman of the Board, Chief September 23, 1999
- ------------------------ Executive Officer and
Jasper B. Sanfilippo Director

/s/ Mathias A. Valentine President and Director September 23, 1999
- ------------------------
Mathias A. Valentine

/s/ Gary P. Jensen Executive Vice President September 23, 1999
- ------------------------ Finance and Chief
Gary P. Jensen Financial Officer

/s/ William R. Pokrajac Controller September 23, 1999
- ------------------------
William R. Pokrajac

/s/ Michael J. Valentine Senior Vice President, September 23, 1999
- ------------------------ Secretary and Director
Michael J. Valentine

/s/ William D. Fischer Director September 23, 1999
- ------------------------
William D. Fischer

/s/ John W. A. Buyers Director September 23, 1999
- ------------------------
John W. A. Buyers

/s/ J. William Petty Director September 23, 1999
- ------------------------
J. William Petty

/s/ Jeffrey T. Sanfilippo Senior Vice President Sales September 23, 1999
- ------------------------- and Marketing and Director
Jeffrey T. Sanfilippo

EXHIBIT INDEX
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Exhibit No. Description of Exhibits
- ----------- ---------------------------------------------------------
4.1 Specimen Common Stock Certificate of the Registrant. (1)