J&J Snack Foods Corp.

View:

                               UNITED STATES

                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549

                                 FORM 10-Q

                                (Mark One)

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

For the period ended December 27, 1997

                                    or

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

Commission File Number:  0-14616



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

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

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

                         Telephone (609) 665-9533


     Indicate  by  check  mark whether the registrant (1)  has  filed  all
reports  required  to be filed by Section 13 or 15(d)  of  the  Securities
Exchange  Act of 1934 during the preceding 12 months (or for such  shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.

          [X] Yes                             [ ] No

As  of  January 19, 1998, there were 8,889,810 shares of the  Registrant's
Common Stock outstanding.





                                  INDEX

                                                                  Page
                                                                 Number
Part I.  Financial Information

     Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheets - December 27, 1997 and
            September 27, 1997....................................  3

         Consolidated Statements of Earnings - Three Months
            Ended December 27, 1997 and December 28, 1996.........  5

         Consolidated Statements of Cash Flows - Three Months
            Ended December 27, 1997 and December 28, 1996.........  6

         Notes to the Consolidated Financial Statements...........  7

     Item 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations............  9


Part II.  Other Information

     Item 6.  Exhibits and Reports on Form 8-K.................... 12






















                      PART I.  FINANCIAL INFORMATION

Item 1.   Consolidated Financial Statements

                 J & J SNACK FOODS CORP. AND SUBSIDIARIES

                       CONSOLIDATED BALANCE SHEETS

             ASSETS                December 27,         September 27,
                                      1997                 1997
                                   (Unaudited)

Current assets
  Cash and cash equivalents        $  4,727,000         $  1,401,000
  Accounts receivable                24,678,000           25,458,000
  Inventories                        17,371,000           13,535,000
  Prepaid expenses and deposits       1,193,000              853,000

                                     47,969,000           41,247,000

Property, plant and equipment,
  at cost
  Land                                  869,000              819,000
  Buildings                           5,490,000            5,340,000
  Plant machinery and equipment      52,668,000           51,891,000
  Marketing equipment               118,272,000           90,988,000
  Transportation equipment            1,835,000            1,856,000
  Office equipment                    4,963,000            4,792,000
  Improvements                        7,971,000            7,837,000
  Construction in progress            1,691,000              825,000
                                    193,759,000          164,348,000

    Less accumulated depreciation
      and amortization              100,760,000           97,126,000

                                     92,999,000           67,222,000

Other assets
  Goodwill, trademarks and rights,
   less accumulated amortization     45,250,000           21,459,000
  Long term investment securities
    available for sale                     -                 495,000
  Long term investment securities
    held to maturity                  3,199,000            3,340,000
  Sundry                              6,444,000            3,064,000
                                     54,893,000           28,358,000

                                   $195,861,000         $136,827,000

See accompanying notes to the consolidated financial statements.
                                    3


                 J & J SNACK FOODS CORP. AND SUBSIDIARIES

                 CONSOLIDATED BALANCE SHEETS - Continued


     LIABILITIES AND                     December 27,      September 27,
   STOCKHOLDERS' EQUITY                      1997              1997
                                         (Unaudited)



Current liabilities
  Current maturities of long-
     term debt                           $  8,317,000      $     16,000
  Accounts payable                         16,129,000        13,315,000
  Accrued liabilities                      12,373,000         8,652,000

                                           36,819,000        21,983,000


Long-term debt, less current
  maturities                               38,452,000         5,028,000
Revolving credit line                      10,000,000              -
Deferred income                               521,000           532,000
Deferred income taxes                       3,385,000         3,380,000

Stockholders' equity
  Capital stock
    Preferred, $1 par value;
      authorized, 5,000,000
      shares; none issued                        -                  -
    Common, no par value;
      authorized, 25,000,000
      shares; issued and
      outstanding, 8,872,000 and
      8,850,000, respectively              37,186,000        36,908,000
  Foreign currency translation
    adjustment                             (1,453,000)       (1,409,000)
Retained earnings                          70,951,000        70,405,000

                                          106,684,000       105,904,000
                                         $195,861,000      $136,827,000


See accompanying notes to the consolidated financial statements.






                                    4

                 J & J SNACK FOODS CORP. AND SUBSIDIARIES
                                     
                    CONSOLIDATED STATEMENTS OF EARNINGS
                                     
                                (Unaudited)


                                           Three months ended
                                   December  27,    December 28,
                                         1997            1996

Net Sales                            $52,191,000     $43,601,000

Cost of goods sold                    27,516,000      22,458,000

  Gross profit                        24,675,000      21,143,000

Operating expenses
  Marketing                           15,859,000      14,356,000
  Distribution                         5,009,000       4,453,000
  Administrative                       2,316,000       1,984,000
  Amortization of
   intangibles and
   deferred costs                        527,000         346,000
                                      23,711,000      21,139,000

  Operating income                       964,000           4,000

Other income (deductions)
  Investment income                      178,000         255,000
  Interest expense                      (304,000)        (93,000)
  Sundry                                  16,000           7,000

  Earnings before
    income taxes                         854,000         173,000

Income taxes                             308,000          62,000

  NET EARNINGS                       $   546,000     $   111,000

Earnings per common
  share                                    $ .06           $ .01

Weighted average number
  of shares                            9,230,000       8,860,000


See accompanying notes to the consolidated financial statements.




                                     5
                 J & J SNACK FOODS CORP. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF CASH FLOWS

                               (Unaudited)
                                                     Three months ended
                                                 December 27,  December 28,
                                                     1997          1996
Operating activities:
  Net earnings                                   $   546,000   $   111,000
Adjustments to reconcile net earnings to net
   cash provided by operating activities:
    Depreciation and amortization of fixed
     assets                                        4,715,000     4,016,000
    Amortization of intangibles                      640,000       448,000
    Other adjustments                                191,000        69,000
    Changes in assets and liabilities, net
     of effects from purchase of companies
      Decrease in accounts receivable              3,702,000     1,834,000
      Decrease (increase) in inventories              13,000      (219,000)
      Increase in prepaid expenses                   (32,000)     (237,000)
      Decrease in accounts payable and
       accrued liabilities                        (1,527,000)   (2,069,000)
     Net cash provided by operating activities     8,248,000     3,953,000

Investing activities:
  Purchases of property, plant and equipment      (5,427,000)   (3,643,000)
  Payments for purchases of companies, net of
   cash acquired and debt assumed                 (8,967,000)  (11,842,000)
  Proceeds from investments held to maturity         135,000       285,000
  Proceeds from investments available for sale       495,000       761,000
  Other                                              787,000       151,000
     Net cash used in investing activities       (12,977,000)  (14,288,000)

Financing activities:
  Proceeds from issuance of common stock             277,000         9,000
  Proceeds from borrowings                        50,000,000          -
  Payments of long-term debt                     (42,222,000)       (2,000)
     Net cash provided by financing activities     8,055,000         7,000

     Net increase (decrease) in cash
      and cash equivalents                         3,326,000   (10,328,000)

Cash and cash equivalents at beginning of period   1,401,000    10,547,000
Cash and cash equivalents at end of period       $ 4,727,000   $   219,000

See accompanying notes to the consolidated financial statements.





                                     6
                 J & J SNACK FOODS CORP. AND SUBSIDIARIES

              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Note 1       In  the  opinion of management, the accompanying  unaudited
             consolidated  financial statements contain all  adjustments
             (consisting of only normal recurring adjustments) necessary
             to present fairly the financial position and the results of
             operations and cash flows.

             The  results  of  operations for  the  three  months  ended
             December 27, 1997 and December 28, 1996 are not necessarily
             indicative  of  results for the full  year.  Sales  of  the
             Company's  retail stores are generally higher in the  first
             quarter  due to the holiday shopping season. Sales  of  the
             Company's frozen carbonated beverages and Italian  Ice  are
             generally  higher in the third and fourth quarters  due  to
             warmer weather.
             
             While  the  Company believes that the disclosures presented
             are adequate to make the information not misleading, it  is
             suggested  that these consolidated financial statements  be
             read   in   conjunction  with  the  consolidated  financial
             statements  and the notes included in the Company's  Annual
             Report on Form 10-K for the year ended September 27, 1997.

Note 2       Earnings per share are based on the weighted average number
             of common shares outstanding, including common stock equivalents
             (stock options).

Note 3       Inventories consist of the following:

                                     December 27,     September 27,
                                        1997              1997

             Finished goods          $ 9,649,000      $ 7,108,000
             Raw materials             1,790,000        1,789,000
             Packaging materials       1,973,000        2,262,000
             Equipment parts & other   3,959,000        2,376,000
                                     $17,371,000      $13,535,000


Note 4       The  amortized cost, unrealized gains and losses, and  fair
             market  values of the Company's investment securities  held
             to maturity at December 27, 1997 are summarized as follows:






                                     7
                                              Gross      Gross     Fair
                                 Amortized Unrealized  Unrealized Market
                                    Cost      Gains      Losses
Value

Held to Maturity Securities
 Corporate Debt Securities       $  964,000 $ 16,000    $   -   $  980,000
 Municipal Government Securities  1,735,000   16,000        -    1,751,000
 Other                              500,000     -           -      500,000
                                 $3,199,000 $ 32,000    $   -   $3,231,000


     The  amortized  cost, unrealized gains and losses, and  fair  market
values  of  the  Company's  available  for  sale  and  held  to  maturity
securities held at September 27, 1997 are summarized as follows:


                                             Gross       Gross        Fair
                                 Amortized Unrealized  Unrealized    Market
                                    Cost     Gains       Losses      Value

Available for sale
 Corporate debt securities       $  495,000  $   -    $   -     $  495,000

Held to maturity
 Corporate debt securities       $  970,000  $19,000  $   -     $  989,000
 Municipal government securities  1,870,000    3,000    (8,000)  1,865,000
Other debt securities               500,000      -        -        500,000
                                 $3,340,000  $22,000  $ (8,000) $3,354,000

Note 5       To fund the acquisition of National ICEE Corporation, and to
             retire  most of its debt, the Company incurred the following
             debt:

             $40,000,000 unsecured term note, at an interest rate of 6.61% 
             fixed through swap agreements, with 60 monthly principal 
             payments of $666,667 plus interest beginning January 8, 1998.  
             At December 27, 1997, $8,000,000 of the note was classified 
             under current maturities of long-term debt.

             $10,000,000 borrowing under a $30,000,000 unsecured  general
             purpose bank line of credit.  Interest payments on the balance
             borrowed under the line are made monthly. The interest rate on
             the outstanding  borrowings under the line was 6.50% at December
             27, 1997.  At December 27, 1997, the $10,000,000 borrowing was
             classified as a long-term liability.








                                     8
Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations

Liquidity and Capital Resources

     The  Company's current cash and marketable securities balances and
cash  expected  to  be provided by future operations  are  its  primary
sources  of liquidity.  The Company believes that these sources,  along
with  its borrowing capacity, are sufficient to fund future growth  and
expansion.
     
     In  the  quarter ended December 27, 1997, the devaluation  of  the
Mexican  peso  caused  a reduction of $44,000 in  stockholders'  equity
because  of the revaluation of the net assets of the Company's  Mexican
frozen carbonated beverage subsidiary.

     In  December  1997,  the  Company acquired  the  common  stock  of
National  ICEE  Corporation,  a  marketer  and  distributor  of  frozen
carbonated beverages under the tradename ICEE, with approximate  annual
sales of $40,000,000.  As a result of the acquisition, the Company  now
has  the  rights  to market and distribute frozen carbonated  beverages
under the name ICEE to all of the continental United States, except for
portions of eleven states.

     The  purchase  price paid to the former shareholders  of  National
ICEE Corporation was $9,000,000 in the form of cash.  Additionally, the
Company   assumed   approximately  $44,000,000  of   debt,   of   which
approximately $42,000,000 was retired at closing.  The source  of  cash
utilized  to  retire  the debt and to fund the  purchase  price  was  a
$40,000,000  unsecured  term loan and an unsecured  revolving  line  of
credit with the Company's existing banks.

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

     In  November 1996, the Company acquired all of the common stock of
Pretzels,  Inc. for cash. Trading as Texas Twist, Pretzels, Inc.  is  a
soft  pretzel manufacturer selling to both the food service and  retail
supermarket industries with annual sales of approximately $1.4 million.

     In  October  1996, the Company acquired the assets of Bakers  Best
Snack  Foods  Corp.  for cash.  Bakers Best is a manufacturer  of  soft
pretzels  selling  to  both  the food service  and  retail  supermarket
industries with annual sales of approximately $4 million.
                         
     Available to the Company are unsecured general purpose bank  lines
of  credit  totalling  $30,000,000.   Borrowings  under  the  lines  at
December 27, 1997 were
$10,000,000.
                         
Results of Operations

     Net sales increased $8,590,000 or 20% to $52,191,000 for the three
months  ended  December  27, 1997 compared to the  three  months  ended
December 28, 1996.

                                     9
Excluding  sales of acquired businesses, net sales increased $5,562,000
or 13% for the quarter.

     Sales  to food service customers increased $980,000 or 5%  in  the
first  quarter to $22,670,000.  Excluding sales of acquired businesses,
sales to food service customers increased $112,000 or less than 1%  for
the  period.   Soft pretzel sales to the food service market  decreased
less  than  1%  to  $14,384,000  in the quarter.   Excluding  sales  of
acquired businesses, food service soft pretzel sales decreased $300,000
or  2%.   Soft pretzel unit volume declined approximately 5%.   Italian
ice  and  frozen  juice  treat  and dessert  sales  increased   23%  to
$4,342,000  in the three months.  Approximately 75% of the Italian  ice
and  frozen  juice  and dessert sales increase was  from  sales  of  an
acquired  business.   Churro  sales  to  food  service  customers  were
$2,476,000, essentially unchanged from last year.
                                     
     Sales of products to retail supermarkets decreased $569,000 or  8%
to  $6,857,000  in the first quarter.  Excluding sales of  an  acquired
business,  sales  to retail supermarkets decreased 12%.   Soft  pretzel
sales  for  the  first quarter were down 22% to $4,947,000  due  to  an
overall  decline  in  category  unit  volume.  Sales  of  the  flagship
SUPERPRETZEL  brand  soft  pretzels, excluding  SOFTSTIX  and  CINNAMON
RAISIN,  decreased  14% in the first quarter.   Sales  of  Italian  Ice
increased  $615,000  or  70%  to  $1,498,000  in  the  first   quarter.
Excluding  sales  of an acquired business, Italian Ice sales  increased
$279,000 or 32%.
                                     
     Frozen  carbonated  beverage and related product  sales  increased
$4,187,000  or 51% to $12,477,000 in the first quarter.  Beverage sales
alone increased 31% to $10,053,000.  Excluding sales resulting from the
acquisition  of  National  ICEE Corporation in  December  1997,  frozen
carbonated  beverage and related product sales increased $2,471,000  or
30%   from   last   year  and  beverage  sales  alone  increased   11%.
Approximately  $1,725,000 of the $2,471,000  sales  increase  was  from
sales of equipment and service revenue.

     Bakery  sales  increased $3,653,000 or 142% to $6,222,000  in  the
first quarter due to increased product sales to one customer. Sales  of
Bavarian Pretzel Bakery increased $339,000 or 9% to $3,965,000  in  the
quarter  from last year.  Approximately one third of the increase  came
from sales of an acquired business.
     
     Gross  profit  as a percentage of sales decreased to  47%  in  the
current  first  quarter from 48% in the year ago  period.   This  gross
profit  percentage decrease is primarily attributable  to  lower  gross
profit  percentages  of  the  increased bakery  and  frozen  carbonated
beverage equipment sales.

     Total operating expenses increased $2,572,000 in the first quarter
and  as  a percentage of sales decreased to 45% from 48% in last year's
same quarter.  Marketing expenses decreased to 30% of sales from 33% in
last  year's  first quarter.  The decrease in marketing  expense  as  a
percent of sales is attributable  primarily to the increased bakery and
frozen  carbonated  beverage equipment sales which incurred  relatively
little  marketing expense.  Distribution expenses were 10% of sales  in
both   year's   first   quarter.   Administrative  expenses   decreased
fractionally  to 4% of sales from 5% of sales last year.   Amortization
of  intangibles and deferred costs increased to $527,000 from  $346,000
because of the amortization of goodwill of acquired businesses.
                                    10
                                     
     Operating  income  increased $960,000 to  $964,000  in  the  first
quarter from $4,000 in last year's quarter.
                                     
     Investment  income decreased $77,000 to $178,000  in  the  quarter
from last year due primarily to a lower level of investable funds.

     Interest  expense increased $211,000 from last year's  quarter  to
$304,000 this year due to the assumption and subsequent refinancing  of
the debt of National ICEE Corporation.

     The  effective income tax rate has been estimated at 36%  in  both
three month periods.
                                     
     Net earnings increased $435,000 or 392% in the current three month
period to $546,000.  Without National ICEE Corporation's seasonal loss,
net earnings would have been approximately $730,000.
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                    11
                                     
       
                       Part II.  OTHER INFORMATION



       
Item 6.  Exhibits and Reports on Form 8-K

       a)  Exhibits - None

       b)  Reports on Form 8-K - A report on Form 8-K
            was filed on December 23, 1997.
             
       






































                                    12




                                SIGNATURES



       Pursuant to the requirements of the Securities Exchange  Act  of
1934,  the Registrant has duly caused this report to be signed  on  its
behalf by the undersigned thereunto duly authorized.



                                    J & J SNACK FOODS CORP.



Dated:  February 10, 1998           /s/ Gerald B. Shreiber
                                    Gerald B. Shreiber
                                    President



Dated:  February 10, 1998           /s/ Dennis G. Moore
                                    Dennis G. Moore
                                    Senior Vice President and
                                    Chief Financial Officer
























                                    13


                                SIGNATURES



       Pursuant to the requirements of the Securities Exchange  Act  of
1934,  the Registrant has duly caused this report to be signed  on  its
behalf by the undersigned thereunto duly authorized.





                                    J & J SNACK FOODS CORP.



Dated:  February 10, 1998
                                    Gerald B. Shreiber
                                    President



Dated:  February 10, 1998
                                    Dennis G. Moore
                                    Senior Vice President and
                                    Chief Financial Officer
























                                    13

  

 5
 1,000
       
                             
                   3-MOS
                          SEP-26-1998
                               DEC-27-1997
                                           4,727
                                         0
                                   25,258
                                     (580)
                                     17,371
                                47,969
                                         193,759
                               (100,760)
                                 195,861
                           36,819
                                         48,452
                                0
                                          0
                                        37,186
                                      69,498
                   195,861
                                         52,191
                                52,191
                                           27,516
                                   23,711
                                     0
                                     0
                                 304
                                    854
                                       308
                                546
                                       0
                                      0
                                            0
                                       546
                                     0.06
                                     0.06