UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X]      Quarterly  report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the quarterly  period ended  September 27, 2008

[ ]      Transition report under Section 13 or 15(d) of the Exchange Act for the
         transition period from  [           ] to [              ]

                         Commission file number: 1-9009

                               TOFUTTI BRANDS INC.
             (Exact Name of Registrant as Specified in Its Charter)

              DELAWARE                                  13-3094658
    (State of Incorporation)                (I.R.S. Employer Identification No.)

                  50 JACKSON DRIVE, CRANFORD, NEW JERSEY 07016
                    (Address of Principal Executive Offices)

                                 (908) 272-2400
                           (Issuer's Telephone Number)

                                       N/A
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

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.

                                 Yes [X] No [ ]

Indicate by check mark whether the registrant is large accelerated filer, an
accelerated filer, or a non-accelerated filer. See of "accelerated filer and
large accelerated filer" in Rule 12b-2 of the Exchange Act.

          Large accelerated filer [ ]           Accelerated filer [ ]
       Non-accelerated filer [ ]           Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                                 YES [ ] NO [X]

As of November 7, 2008 the Registrant had 5,355,467 shares of Common Stock, par
value $.01, outstanding.




<PAGE>


                               TOFUTTI BRANDS INC.

                                      INDEX

                                                                            PAGE
                                                                            ----

PART I - FINANCIAL INFORMATION:

Item 1.  Financial Statements

         Condensed Balance Sheets - September 27, 2008
           (Unaudited) and December 29, 2007                                 3

         Condensed Statements of Income - (Unaudited)
           Thirteen and Thirty-Nine Week Periods
           ended September 27, 2008 and September 29, 2007                   4

         Condensed Statements of Cash Flows - (Unaudited)
           Thirteen and Thirty-Nine Week Periods
           ended September 27, 2008 and September 29, 2007                   5

         Notes to Condensed Financial Statements                             6

Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations                 11

Item 3.  Quantitative and Qualitative Disclosures About Market Risk         17

Item 4T. Controls and Procedures                                            17

PART II - OTHER INFORMATION:

Item 1.  Legal Proceedings                                                  19

Item 1A. Risk Factors                                                       19

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds        20

Item 3.  Defaults Upon Senior Securities                                    20

Item 4.  Submission of Matters to a Vote of Security Holders                20

Item 5.  Other Information                                                  20

Item 6.  Exhibits and Reports on Form 8-K                                   20

         Signatures                                                         22



                                        2

<PAGE>




                         PART I - FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS

                               TOFUTTI BRANDS INC.
                            CONDENSED BALANCE SHEETS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE FIGURES)

<TABLE>
<CAPTION>
                                                            SEPTEMBER 27,          DECEMBER 29,
                                                                2008                   2007
                                                                ----                   ----
                                                             (UNAUDITED)
<S>                                                         <C>                    <C>
ASSETS
Current assets:
     Cash and cash equivalents                              $  448                 $1,499
     Accounts receivable, net of allowance
        for doubtful accounts and sales promotion of
        $513 and $430, respectively                          2,182                  1,991

     Inventories                                             2,057                  1,552
     Prepaid expenses                                           14                     46
     Refundable income taxes                                   505                    770
     Deferred income taxes                                     298                    298
                                                               ---                    ---
                Total current assets                         5,504                  6,156
                                                             -----                  -----

Fixed assets, net of accumulated amortization of
        $28 and $24                                             20                     24
Other assets                                                    16                     16
                                                                --                     --
                                                            $5,540                 $6,196
                                                            ======                 ======

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                         $390                   $633
     Accrued expenses                                          612                    566
     Accrued officers' compensation                            350                    500
                                                               ---                    ---
                  Total current liabilities                  1,352                  1,699
                                                             -----                  -----

Stockholders' equity:
     Preferred stock - par value $.01 per share;
         authorized 100,000 shares, none issued                 --                     --
     Common stock - par value $.01 per share;
         authorized 15,000,000 shares, issued and
         outstanding 5,417,867 shares at September 27,
         2008  and 5,653,467 shares at
         December 29, 2007                                      54                     57
     Additional paid-in capital                                 --                    225
     Retained earnings                                       4,134                  4,215
                                                             -----                  -----
                 Total stockholders' equity                  4,188                  4,497
                                                             -----                  -----
                 Total liabilities and stockholders' equity $5,540                 $6,196
                                                            ======                 ======
</TABLE>


            See accompanying notes to condensed financial statements.

                                       3

<PAGE>





                              TOFUTTI BRANDS, INC.
                         CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE FIGURES)

<TABLE>
<CAPTION>
                                                Thirteen            Thirteen         Thirty-nine          Thirty-nine
                                               weeks ended         weeks ended       weeks ended          weeks ended
                                             Sept. 27, 2008      Sept. 29, 2007    Sept. 27, 2008       Sept. 29, 2007
                                             --------------      --------------    --------------       --------------

<S>                                              <C>                <C>                <C>                   <C>
Net sales                                        $ 4,801            $ 4,616            $15,089               $14,258
Cost of sales                                      3,427              3,395             10,715                 9,940
                                                 -------            -------            -------               -------
         Gross profit                              1,374              1,221              4,374                 4,318
                                                 -------            -------            -------               -------

Operating expenses:
    Selling and warehouse                            497                354              1,391                 1,207
    Marketing                                        137                 88                432                   275
    Research and development                         145                124                439                   367
    Stock compensation expense-G & A                  --                 --                  3                   288
    General and administrative                       498                453              1,462                 1,379
                                                 -------            -------            -------               -------
                                                   1,277              1,019              3,727                 3,516
                                                 -------            -------            -------               -------

Income before income taxes                            97                202                647                   802

Income taxes                                          75                 75                294                   322
                                                 -------            -------            -------               -------

Net income                                       $    22            $   127            $   353               $   480
                                                 =======            =======            =======               =======

Weighted average common shares
  outstanding:
         Basic                                     5,437              5,653              5,537                 5,609
                                                 =======            =======            =======               =======
         Diluted                                   5,687              5,919              5,791                 5,877
                                                 =======            =======            =======               =======

Net income per share:
         Basic                                   $  0.00            $  0.02            $  0.06               $  0.09
                                                 =======            =======            =======               =======
         Diluted                                 $  0.00            $  0.02            $  0.06               $  0.08
                                                 =======            =======            =======               =======
</TABLE>




            See accompanying notes to condensed financial statements.

                                       4

<PAGE>


                               TOFUTTI BRANDS INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                     Thirty-nine       Thirty-nine
                                                                        weeks             weeks
                                                                        ended             ended
                                                                   Sept. 27, 2008     Sept. 29, 2007
                                                                   --------------     --------------
    <S>                                                                <C>                <C>
    Cash flows (used in) provided by operating
      activities, net                                                  $ (388)            $  587

    Cash flows (used in) provided by financing
      activities, principally treasury stock transactions
      in 2008 and proceeds from exercise of stock options
      by officer in 2007, net*                                           (663)               169
                                                                        -----                ---
           Net (decrease) increase in cash and cash equivalents        (1,051)               756

    Cash and cash equivalents at beginning of period                    1,499                289
                                                                        -----                ---

    Cash and cash equivalents at end of period                           $448             $1,045
                                                                         ====             ======

    Supplemental cash flow information:
                  Income taxes paid                                    $    4             $  442
                                                                       ======             ======
</TABLE>



_____

     *    See  Note  9  for  a  description  of  the  Company's  non-cash  stock
          transactions



            See accompanying notes to condensed financial statements.

                                       5

<PAGE>


                               TOFUTTI BRANDS INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                    (IN THOUSANDS, EXCEPT PER SHARE FIGURES)

NOTE 1:  DESCRIPTION OF BUSINESS

         Tofutti Brands Inc. ("Tofutti" or the "Company") is engaged in one
         business segment, the development, production and marketing of
         non-dairy frozen desserts and other food products.

NOTE 2:  BASIS OF PRESENTATION

         The accompanying financial information is unaudited, but, in the
         opinion of management, reflects all adjustments (which include only
         normally recurring adjustments) necessary to present fairly the
         Company's financial position, operating results and cash flows for the
         periods presented. Certain information and footnote disclosures
         normally included in financial statements prepared in accordance with
         accounting principles generally accepted in the United States of
         America have been condensed or omitted pursuant to the rules and
         regulations of the Securities and Exchange Commission. The condensed
         balance sheet amounts as of December 29, 2007 have been derived from
         the Company's audited financial statements for the year ended December
         29, 2007. The financial information should be read in conjunction with
         the audited financial statements and notes thereto for the year ended
         December 29, 2007 included in the Company's Annual Report on Form
         10-KSB filed with the Securities and Exchange Commission. The results
         of operations for the thirteen and thirty-nine week periods ended
         September 27, 2008 are not necessarily indicative of the results to be
         expected for the full year.

         The Company operates on a fiscal year which ends on the Saturday
         closest to December 31st.

NOTE 3:  RECENT ACCOUNTING PRONOUNCEMENTS

         In September 2006, the Financial Accounting Standards Board ("FASB")
         issued Statement of Financial Accounting Standards ("SFAS") No. 157,
         Fair Value Measurements. SFAS No. 157 defines fair value, establishes a
         framework for measuring fair value in generally accepted accounting
         principles and expands disclosures about fair value measurements. SFAS
         No. 157 is effective for financial statements issued for fiscal years
         beginning after November 15, 2007, and interim periods within those
         fiscal years. The adoption of SFAS No. 157 did not have a material
         impact on the Company's financial statements.

         In February 2007, the FASB issued SFAS No. 159, The Fair Value Option
         for Financial Assets and Financial Liabilities - Including an amendment
         of FASB Statement No. 115, which became effective for the Company on
         December 30, 2007. This standard permits companies to choose to measure
         many financial instruments and certain other items at fair value and
         report unrealized gains and losses in earnings. Such accounting is
         optional and is generally to be applied instrument by instrument.
         Implementation of SFAS No. 159 did not have a material effect on the
         Company's financial statements.

         In December 2007, the FASB issued SFAS No. 141(revised 2007), Business
         Combinations, which will become effective for business combination
         transactions having an acquisition date on or after January 1, 2009.
         This standard requires the acquiring entity in a business combination
         to recognize the assets acquired, the liabilities assumed, and any
         noncontrolling interest in the acquiree at the acquisition date to be
         measured at their respective fair values. The Statement requires
         acquisition-related costs, as well as restructuring costs the acquirer
         expects to incur for which it is not obligated at acquisition date, to
         be recorded against income rather than included in

                                        6

<PAGE>

                               TOFUTTI BRANDS INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                    (IN THOUSANDS, EXCEPT PER SHARE FIGURES)

         purchase-price determination. It also requires recognition of
         contingent arrangements at their acquisition-date fair values, with
         subsequent changes in fair value generally reflected in income. The
         Company does not expect the adoption of SFAS No. 141 to have a material
         effect on the Company, as no acquisitions are currently contemplated.


         In December 2007, the FASB issued SFAS No. 160, Noncontrolling
         Interests in Consolidated Financial Statements, an amendment of ARB No.
         51, which will become effective for the Company January 1, 2009, with
         retroactive adoption of the Statement's presentation and disclosure
         requirements for existing minority interests. This standard will
         require ownership interests in subsidiaries held by parties other than
         the parent to be presented within the equity section of the
         consolidated balance sheet but separate from the parent's equity. It
         will also require the amount of consolidated net income attributable to
         the parent and the noncontrolling interest to be clearly identified and
         presented on the face of the consolidated income statement. Certain
         changes in a parent's ownership interest are to be accounted for as
         equity transactions and when a subsidiary is deconsolidated, any
         noncontrolling equity investment in the former subsidiary is to be
         initially measured at fair value. The Company does not anticipate the
         implementation of SFAS No. 160 will significantly change the
         presentation of its financial statements.
         In February 2008, the FASB issued FASB Staff Position ("FSP") No.
         157-1, Application of FASB Statement No. 157 to FASB Statement No. 13
         and Its Related Interpretive Accounting Pronouncements That Address
         Leasing Transactions, which became effective for the Company on
         December 30, 2007. This FSP excludes FASB Statement No. 13, Accounting
         for Leases, and its related interpretive accounting pronouncements from
         the provisions of SFAS No. 157. Implementation of this standard did not
         have a material effect on the Company's financial statements.
         In February 2008, the FASB issued FSP No. 157-2, Effective Date of FASB
         Statement No. 157, which delays the Company's January 1, 2008 effective
         date of SFAS No. 157 for all nonfinancial assets and nonfinancial
         liabilities, except those recognized or disclosed at fair value in the
         financial statements on a recurring basis (at least annually), until
         January 1, 2009. Implementation of this standard is not expected to
         have a material effect on the Company's financial statements.

         In March 2008, the FASB issued SFAS No. 161, "Disclosures about
         Derivative Instruments and Hedging Activities -- An Amendment of FASB
         Statement No. 133" ("SFAS No. 161"), which amends and expands the
         disclosure requirements of SFAS No. 133, "Accounting for Derivative
         Instruments and Hedging Activities" to require qualitative disclosure
         about objectives and strategies in using derivatives, quantitative
         disclosures about fair value amounts of gains and losses on derivative
         instruments, and disclosures about the underlying credit-risk-related
         contingent features in derivative agreements. SFAS No. 161 is intended
         to improve financial reporting by requiring transparency about the
         location and amounts of derivative instruments in an entity's financial
         statements; how derivative instruments and related hedged items are
         accounted for under SFAS No. 133; and how derivative instruments and
         related hedged items affect its financial position, financial
         performance and cash flows. SFAS No. 161 is effective for financial
         statements issued for fiscal years beginning after November 15, 2008.
         Implementation of this standard is not expected to have a material
         effect on the Company's financial statements.

                                       7

<PAGE>

                               TOFUTTI BRANDS INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                    (IN THOUSANDS, EXCEPT PER SHARE FIGURES)

NOTE 4:  INVENTORIES

         The composition of inventories is as follows:

                                                September 27,      December 29,
                                                    2008               2007
                                                    ----               ----

          Finished products                        $1,604            $1,048
          Raw materials and packaging                 453               504
                                                   ------             -----
                                                   $2,057            $1,552
                                                   ======            ======

NOTE 5:  INCOME TAXES

         Income taxes are accounted for under the asset and liability method.
         Deferred tax assets and liabilities are recognized for the future tax
         consequences attributable to differences between the financial
         statement carrying amounts of existing assets and liabilities and their
         respective tax bases and operating loss and tax credit carry forwards.
         Deferred tax assets and liabilities are measured using enacted tax
         rates expected to apply to taxable income in the years in which those
         temporary differences are expected to be recovered or settled. The
         effect on deferred tax assets and liabilities of a change in tax rates
         is recognized in income in the period that includes the enactment date.

         FASB Interpretation No. 48, or FIN 48, "Accounting for Uncertainty in
         Income Taxes - an interpretation of FASB Statement No. 109," which
         prescribes comprehensive guidelines for recognizing, measuring,
         presenting and disclosing in the financial statements tax positions
         taken or expected to be taken on tax returns was adopted by the Company
         on December 31, 2006. At September 27, 2008 and December 29, 2007, the
         amount provided for such uncertainties was approximately $444 and $419,
         respectively. The amount provided for primarily relates to the impact
         of the timing of deducting certain expenses on the Company's corporate
         income tax return and state nexus issues. The Company has at least
         three years of tax returns potentially subject to audit by the Internal
         Revenue Service.

NOTE 6:  MARKET RISK

         The Company invests its excess cash, should there be any, in bank
         certificates of deposit and high rated money market funds. The bank
         certificate of deposits are usually for a term of not more than six
         months and never for more than $250 per account.


NOTE 7: EARNINGS PER SHARE

         Basic earnings per common share has been computed by dividing net
         income by the weighted average number of common shares outstanding.
         Diluted earnings per common share has been computed by dividing net
         income by the weighted average number of common shares outstanding
         including dilutive effects of stock options. Not included in the
         calculation were 61,000 and 30,000 non-qualified options to directors
         that were antidilutive because the market price of our

                                        8

<PAGE>

                               TOFUTTI BRANDS INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                    (IN THOUSANDS, EXCEPT PER SHARE FIGURES)

         common stock as of September 27, 2008 and September 29, 2007,
         respectively, was less than the exercise prices of any of these
         options.

         The following table sets forth the computation of basic and diluted
         earnings per share:

<TABLE>
<CAPTION>
                                                             Thirteen           Thirteen        Thirty-nine      Thirty-nine
                                                               Weeks             Weeks             Weeks            Weeks
                                                               Ended             Ended             Ended            Ended
                                                          Sept. 27, 2008     Sept. 29, 2007   Sept. 27, 2008    Sept. 29, 2007
                                                          --------------     --------------   --------------    --------------
    <S>                                                       <C>                <C>               <C>              <C>
    Numerator
        Net income-basic.............................         $  22              $ 127             $ 353            $ 480
                                                              =====              =====             =====            =====
        Net income-diluted...........................         $  22              $ 127             $ 353            $ 480
                                                              =====              =====             =====            =====
    Denominator
        Denominator for basic earnings per share
           weighted average shares ..................         5,437              5,653             5,537            5,609
        Effect of dilutive securities stock options..           250                266               254              268
                                                              -----              -----             -----            -----
        Denominator for diluted earnings per share...         5,687              5,919             5,791            5,877
                                                              -----              -----             -----            -----

        Earnings per share
        Basic........................................         $0.00              $0.02             $0.06            $0.09
                                                              =====              =====             =====            =====
        Diluted......................................         $0.00              $0.02             $0.06            $0.08
                                                              =====              =====             =====            =====
</TABLE>

NOTE 8: STOCK-BASED COMPENSATION

         The Company follows SFAS No. 123R, "Share-Based Payment," which
         requires all companies to measure and recognize compensation expense at
         fair value for all stock-based payments to employees and directors.

         There were no option grants during the thirty-nine week periods ended
         September 27, 2008 or September 29, 2007.

         During the thirty-nine weeks ended September 29, 2007, the Company
         purchased options to acquire 175 shares of common stock from an officer
         at a net cost of $288. The expense was calculated as the difference
         between the market price of the Company's common stock on the date of
         the transaction (less an agreed 25% discount) minus the option exercise
         price, multiplied by the 175 shares. For financial reporting and income
         tax purposes, the $288 is considered additional compensation expense.

         The officer in turn used some of the cash received to exercise other
         options to acquire 220 shares at the stated terms of the option grant
         (with a weighted average exercise price of $0.76 per share), resulting
         in proceeds to the Company of $169.

         As a result of these transactions, there are 471 options outstanding
         under the Company's stock option plan with a weighted average exercise
         price of approximately $1.30 at December 29, 2007 and September 27,
         2008. Substantially all of such options are fully vested and have an
         intrinsic value of approximately $592 at September 27, 2008. The
         Company recognized $3 and $288 of stock based compensation expense for
         the thirty-nine week periods ended September 27, 2008 and September 28,
         2007, respectively.

                                        9

<PAGE>


                               TOFUTTI BRANDS INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                    (IN THOUSANDS, EXCEPT PER SHARE FIGURES)


NOTE 9 - TREASURY STOCK TRANSACTIONS

         During the thirty-nine weeks ended September 27, 2008, the Company
         repurchased 235.6 shares of its common stock for $663. The Company's
         Board of Directors first instituted a share repurchase program in
         September 2000, and as of August 8, 2008, the Board of Directors
         authorized the repurchase of up to 1,750 shares of the Company's common
         stock at prevailing market prices. Such shares were retired by the
         Company, and accordingly the funds expended by the Company were applied
         first against additional paid in capital and then against common stock.



                                       10

<PAGE>

                               TOFUTTI BRANDS INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS

The following is management's discussion and analysis of certain significant
factors which have affected our financial position and operating results during
the periods included in the accompanying financial statements.

The discussion and analysis which follows in this Quarterly Report and in other
reports and documents and in oral statements made on our behalf by our
management and others may contain trend analysis and other forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934 which reflect our current views with respect to future events and financial
results. These include statements regarding our earnings, projected growth and
forecasts, and similar matters which are not historical facts. We remind
stockholders that forward-looking statements are merely predictions and
therefore are inherently subject to uncertainties and other factors which could
cause the actual future events or results to differ materially from those
described in the forward-looking statements. These uncertainties and other
factors include, among other things, business conditions in the food industry
and general economic conditions, both domestic and international; lower than
expected customer orders; competitive factors; changes in product mix or
distribution channels; and resource constraints encountered in developing new
products. The forward-looking statements contained in this Quarterly Report and
made elsewhere by or on our behalf should be considered in light of these
factors.

CURRENT ECONOMIC OVERVIEW

As a consumer food products company, our business is materially affected by
economic conditions and the health of the financial markets. Economic conditions
and the financial markets have been volatile throughout 2008. Current economic
conditions may cause a decline in business and consumer spending which could
adversely affect our business and financial performance. Our operating results
are impacted by the health of the North American economy. Our business and
financial performance, including collection of our accounts receivable,
realization of inventory and recoverability of assets including investments, may
be adversely affected if economic conditions deteriorate or continue to be
volatile. Our profitability may also be adversely affected by our fixed costs
and the possibility that we would be unable to scale back other costs within a
time frame sufficient to match any decreases in revenue relating to changes in
market and economic conditions. The turmoil in the financial markets may limit
our ability to obtain financing for our working capital requirements.

TRANSFER OF PRODUCTION FACILITIES

In August 2005, we moved all our frozen dessert manufacturing to Ellsworth Ice
Cream in Saratoga Springs, New York. In May 2007, Ellsworth unexpectedly and
without warning ceased manufacturing. Although we were able to move our ice
cream novelty manufacturing to Ice Cream Specialties in Lafayette, Indiana
within four weeks of the Ellsworth closing, this required us to postpone the
shipment of certain large orders that would have been shipped in the second
quarter until the third quarter of 2007 and to allocate existing inventory of
novelty products among all our customers, further negatively impacting our sales
for the second and third quarters. During the third and fourth quarters of 2007,
we continued to expand our ice cream novelty production at Ice Cream
Specialties. We are also looking for additional frozen dessert manufacturing
facilities so that we will have the capacity to support our future production
needs.

                                       11

<PAGE>


CRITICAL ACCOUNTING POLICIES

Our financial statements have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. The
policies discussed below are considered by management to be critical to an
understanding of our financial statements because their application places the
most significant demands on management's judgment, with financial reporting
results relying on estimation about the effect of matters that are inherently
uncertain. Specific risks for these critical accounting policies are described
in the following paragraphs. For all of these policies, management cautions that
future events rarely develop exactly as forecast, and the best estimates
routinely require adjustment.

Revenue Recognition. We recognize revenue when goods are shipped from our
production facilities or outside warehouses and the following four criteria have
been met: (i) the product has been shipped and we have no significant remaining
obligations; (ii) persuasive evidence of an arrangement exists; (iii) the price
to the buyer is fixed or determinable; and (iv) collection is probable.
 We record as deductions against sales all trade discounts, returns and
allowances that occur in the ordinary course of business, when the sale occurs.
To the extent we charge our customers for freight expense, it is included in
revenues. The amount of freight costs charged to customers has not been material
to date.

Accounts Receivable. The majority of our accounts receivables are due from
distributors (domestic and international) and retailers. Credit is extended
based on evaluation of a customers' financial condition and, generally,
collateral is not required. Accounts receivable are most often due within 30 to
90 days and are stated at amounts due from customers net of an allowance for
doubtful accounts. Accounts outstanding longer than the contractual payment
terms are considered past due. We determine whether an allowance is necessary by
considering a number of factors, including the length of time trade accounts
receivable are past due, our previous loss history, the customer's current
ability to pay its obligation, and the condition of the general economy and the
industry as a whole. We write-off accounts receivable when they become
uncollectible, and payments subsequently received on such receivables are
credited to the allowance for doubtful accounts. We do not accrue interest on
accounts receivable past due.

Allowance for Inventory Obsolescence. We are required to state our inventories
at the lower of cost or market price. We maintain an allowance for inventory
obsolescence for losses resulting from inventory items becoming unsaleable due
to expiration of product shelf life, loss of specific customers or changes in
customers' requirements. Based on historical and projected sales information, we
believe our allowance is adequate. However, changes in general economic,
business and market conditions could cause our customers' purchasing
requirements to change. These changes could affect our ability to sell our
inventory; therefore, the allowance for inventory obsolescence is reviewed
regularly and changes to the allowance are updated as new information is
received.

Income Taxes. The carrying value of deferred tax assets assumes that we will be
able to generate sufficient future taxable income to realize the deferred tax
assets based on estimates and assumptions. If these estimates and assumptions
change in the future, we may be required to record a valuation allowance against
deferred tax assets which could result in additional income tax expense. Upon
the adoption of FASB Interpretation No. 48, or FIN 48, "Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109,"
January 1, 2007, we recognized $150,000 as a liability including related
interest or penalties as a direct charge to retained earnings related to our
uncertain tax positions. At September 29, 2008 and December 29, 2007, the amount
provided for such uncertainties was approximately $444,000 and $419,000,
respectively. The amount provided for primarily relates to the impact of the
timing of deducting certain expenses on the Company's corporate income tax
return and state nexus issues. The Company has at least three years of tax
returns potentially subject to audit by the Internal Revenue Service.

                                       12

<PAGE>


RESULTS OF OPERATIONS

Thirteen Weeks Ended September 27, 2008
Compared with Thirteen Weeks Ended September 29, 2007
-----------------------------------------------------

Net sales for the thirteen weeks ended September 27, 2008 were $4.8 million, an
increase of $185,000, or 4%, from the sales level realized for the thirteen
weeks ended September 29, 2007. Sales increased in all product and most customer
categories, including international sales and sales to our major distributors in
key geographic markets. Our sales were also positively impacted by price
increases that took effect in the second quarter of 2008.

Our gross profit in the current period increased by $153,000 to $1.4 million,
reflecting the higher level of sales. Our gross profit percentage for the period
ending September 27, 2008 was 29%, compared to 26% for the period ending
September 29, 2007. The increase in our gross profit percentage for the period
ended September 27, 2008 was a result of the sales price increases that we
initiated in the second quarter. Our gross profit margin continued to be
impacted by significant industry-wide price increases for certain key
ingredients and packaging. Freight out expense, a significant part of our cost
of sales, decreased by $20,000, or 6%, to $317,000 for the thirteen weeks ended
September 27, 2008 compared with $337,000 for the thirteen weeks ended September
29, 2007. The reduction in freight out expense was due to a reduction in the
cost of fuel.

Selling and warehouse expenses increased by $143,000, or 40% to $497,000 for the
current fiscal quarter compared with $354,000 for the comparable period in 2007.
This increase is due primarily to increases in payroll costs of $37,500 as a
result of hiring an additional sales person and the estimated provision for
year-end bonuses, an increase in outside warehouse expense of $41,000 due to
higher inventory levels held at the outside warehouses, and increased commission
expense of $16,000 due to higher sales levels to accounts supported by certain
of our key brokers.

Marketing expenses increased by $49,000 to $137,000 in the fiscal 2008 period
due principally to an increase in promotional expenses of $54,000 as a result of
the marketing and advertising programs instituted to develop certain new
markets..

Research and development costs, which consist principally of salary expenses and
laboratory costs, increased to $145,000 for the thirteen weeks ended September
27, 2008 compared to $124,000 for the comparable period in 2007. This increase
was primarily due to an increase in lab costs and supplies of $23,000.

General and administrative expenses increased to $498,000 for the current
quarter compared with $453,000 for the comparable period in 2007, due primarily
to an increase in payroll expense of $47,000 and travel and entertainment
expense of $30,000, which was partially offset by a reduction in data processing
expense of $24,000. The increase in payroll expense was due primarily to
additional provisions towards year-end bonuses, which did not occur in the 2007
period.

The income tax expense was $75,000 in the third quarter of 2008 and the third
quarter of 2007. The effective tax rate was 77% for the current period as
compared to 59% for the 2007 period. We expect our annualized effective income
tax rate will be approximately 45% and have adjusted the current quarter
provision to reflect this annualized rate, including the estimated provision
required under FIN 48 for our uncertain tax positions.

Thirty-Nine Weeks Ended September 27, 2008
Compared with Thirty-Nine Weeks Ended September 29, 2007
--------------------------------------------------------

Net sales for the thirty-nine weeks ended September 27, 2008 were $15.1 million,
an increase of $831,000 or 6%, from the sales level realized for the thirty-nine
weeks ended September 29, 2007. Sales increased in all product and most customer
categories, including international sales and sales to our major


                                       13

<PAGE>


distributors in key geographic markets. Our sales were also positively impacted
by price increases that took effect in the second quarter of 2008.

Our gross profit in the current period increased by $56,000, or 1%, to $4.4
million. Our gross profit percentage decreased slightly to 29% for the period
ending September 27, 2008 compared to 30% for the period ending September 29,
2007. The decrease in our gross profit percentage for the period ended September
27, 2008 was a result of industry-wide price increases for certain key
ingredients and packaging. Freight out expense, part of our cost of sales,
increased by $52,000, or 5%, to $1,052,000 for the thirty-nine weeks ended
September 27, 2008 compared with $1,000,000 for the thirty-nine weeks ended
September 29, 2007. The increase in freight out expense was a result of the
significant increase in sales for the thirty-nine weeks ended September 27, 2008
compared to the 2007 period and the steep increase in the price of fuel since
the 2007 period.

Selling and warehouse expenses increased by 15% to $1.4 million for the current
thirty-nine week period compared with $1.2 million for the comparable period in
2007. This increase was due primarily to increases in payroll expense of
$110,000, as the result of hiring an additional salesperson and the estimated
provision for year-end bonuses, commission expense of $44,000, which increase
was a result of the higher sales level in the 2008 thirty-nine week period as
compared to the 2007 period.

Marketing expenses increased by $157,000 to $432,000 in the current thirty-nine
week period due principally to increased expenses for magazine and newspaper
advertising of $134,000 and television and radio advertising of $30,000,
designed in part to address new markets, and promotion expense of $17,000, which
were partially offset by a $28,000 reduction in artwork and plates expense.

Research and development costs, which consist principally of salary expenses and
laboratory costs, increased to $439,000 for the thirty-nine weeks ended
September 27, 2008 compared to $367,000 for the comparable period in 2007. This
increase was mainly attributable to an increase in payroll and employee benefits
expense of $30,000 as the result of raises provide to lab personnel and an
increase in lab costs and supplies of $27,000.

We had stock compensation expense of $3,000 during the thirty-nine week period
ended September 27, 2008 as compared to stock compensation expense of $288,000
for the thirty-nine weeks ended September 29, 2007. In February 2007, we
purchased 175,000 stock options from an officer at a net cost of $288,000. The
expense was calculated as the difference between the market price of our common
stock on the date of the transaction (less an agreed 25% discount), minus the
option exercise price, multiplied by the 175,000 options. For financial
reporting and income tax purposes, the $288,000 is considered additional
compensation. The officer used the cash received to exercise options to acquire
220,000 shares at the stated terms of the option grant (with a weighted average
exercise price of $0.76 per share), resulting in proceeds to the Company of
$169,000.

General and administrative expenses increased to $1,462,000 for the current
thirty-nine week period compared with $1,379,000 for the comparable period in
2007 due primarily to an increase in payroll and employee benefits costs of
$110,000, which was offset by a reduction in data processing expense of $35,000.
The increase in payroll expense was due primarily to additional provisions
towards year-end bonuses, which did not occur in the 2007 period.

The decrease in income tax expense in the 2008 thirty-nine week period to
$294,000 from $322,000 in the 2007 thirty-nine week period reflects the slightly
lower operating profit in the 2008 period. We expect our annualized effective
income tax rate will be approximately 45%, including our estimated provision
required under FIN 48 for our uncertain tax positions.

                                       14

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

As of September 27, 2008, we had approximately $448,000 in cash and equivalents
and our working capital was approximately $4.2 million compared to working
capital of approximately $4.5 million and $4.4 million at December 29, 2007 and
September 29, 2007, respectively. Because we are now maintaining larger finished
goods inventories to improve customer service, we renewed the $1,000,000 line of
credit with Wachovia Bank that we had established in April 2006. The agreement
had expired on April 30, 2008, but was renewed for an additional one-year term
with the consent of both parties. Any money borrowed under the line of credit
will be at the prime rate of borrowing and any such loans will be secured by the
assets of our company. Although management believes that we will be able to fund
our operations during the remainder of 2008 from current resources, there is no
guarantee that we will be able to do so, and therefore, we established this
facility to support short-term cash flow constraints, if necessary. As of the
date of this report, we have not used the line of credit. Management believes
that the existing resources and the available line of credit will be adequate to
meet the our needs beyond the upcoming twelve months.

The following table summarizes our cash flows for the periods presented:

                                 THIRTY-NINE WEEKS         THIRTY-NINE WEEKS
                              ENDED SEPTEMBER 27, 2008  ENDED SEPTEMBER 29, 2007
                              ------------------------  ------------------------
Net cash (used in) provided
by operating activities....       $(388,000)                 $587,000
Net cash (used in) provided
by financing activities....        (663,000)                  169,000
                                   --------                   -------
Net change in cash
  and cash equivalents.....     $(1,051,000)                 $756,000
                                ===========                  ========

Cash used in operating activities was $388,000 for the thirty-nine week period
ended September 27, 2008 compared with cash provided by operating activities of
$587,000 for the thirty-nine weeks ended September 29, 2007 as the result of our
continued investment in building inventories to support the seasonal aspect of
our business and the change in production facilities. During the thirty-nine
week periods ended September 27, 2008 and September 29, 2007, we paid bonuses to
management of $500,000.

The $663,000 used in financing activities reflects the repurchase of our common
stock. During the thirty-nine weeks ended September 27, 2008, we repurchased
235,600 shares of our common stock for $663,000. Our Board of Directors first
instituted a share repurchase program in September 2000, and as of August 8,
2008, our Board of Directors authorized the repurchase of up to 1,750,000 shares
of our common stock at prevailing market prices. As of November 7, 2008, we had
repurchased 1,640,000 shares at a total cost of $4,975,000, or an average price
of $3.03 per share.

As a result of our use of $388,000 in operating activities and $663,000 in
financing activities in the thirty-nine weeks ended September 27, 2008, our cash
and cash equivalents declined by $1,051,000 to $448,000.

We believe that we will be able to fund our operations during the next twelve
months with cash generated from operations and from borrowings on our line of
credit. We believe that these sources will be sufficient to meet our operating
and capital requirements during the next twelve months.

On February 26, 2007, our Board of Directors authorized us to enter into a
transaction with Steven Kass, our Chief Financial Officer, whereby Mr. Kass
surrendered 175,000 of his stock options that were expiring that month, in
consideration for a purchase price of $2.3325 per share, reflecting a 25%
discount from the $3.11 closing price of the Common Stock on February 26, 2007.
After subtracting the underlying $.6875 per share exercise price of the options,
this resulted in a net buyback price to our company of $1.645 per share, or
$287,875. Concurrently, Mr. Kass exercised 150,000 options that were expiring on
February 27, 2007 at an exercise price of $0.6875 per share ($103,125) and
70,000 options that were

                                       15

<PAGE>

expiring on July 30, 2007 at an exercise price of $0.9375 per share ($65,625)
(consistent with the original terms of the grants), for a combined total
purchase cost of $168,750, resulting in a net payment to Mr. Kass of $119,125.

INFLATION AND SEASONALITY

We do not believe that our operating results have been materially affected by
inflation during the preceding two years. There can be no assurance, however,
that our operating results will not be affected by inflation in the future. Our
business is subject to minimal seasonal variations with slightly increased sales
historically in the second and third quarters of the fiscal year. We expect to
continue to experience slightly higher sales in the second and third quarters,
and slightly lower sales in the fourth and first quarters, as a result of
reduced sales of nondairy frozen desserts during those periods.

OFF-BALANCE SHEET ARRANGEMENTS

None.

CONTRACTUAL OBLIGATIONS

As of September 27, 2008, we did not have any contractual obligations or
commercial commitments, including obligations relating to discontinued
operations.

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 157, Fair Value
Measurements. SFAS No. 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles and expands
disclosures about fair value measurements. SFAS No. 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. The adoption of SFAS No. 157 did
not have a material impact on our financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities - Including an amendment of FASB
Statement No. 115, which became effective for us on December 30, 2007. This
standard permits companies to choose to measure many financial instruments and
certain other items at fair value and report unrealized gains and losses in
earnings. Such accounting is optional and is generally to be applied instrument
by instrument. Implementation of SFAS No. 159 did not have a material effect on
our financial statements.

In December 2007, the FASB issued SFAS No. 141(revised 2007), Business
Combinations, which will become effective for business combination transactions
having an acquisition date on or after January 1, 2009. This standard requires
the acquiring entity in a business combination to recognize the assets acquired,
the liabilities assumed, and any noncontrolling interest in the acquiree at the
acquisition date to be measured at their respective fair values. The Statement
requires acquisition-related costs, as well as restructuring costs the acquirer
expects to incur for which it is not obligated at acquisition date, to be
recorded against income rather than included in purchase-price determination. It
also requires recognition of contingent arrangements at their acquisition-date
fair values, with subsequent changes in fair value generally reflected in
income. We do not expect the adoption of SFAS No. 141 to have a material effect
on our company, as no acquisitions are currently contemplated.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51, which will become
effective for us January 1, 2009, with retroactive adoption of the Statement's
presentation and disclosure requirements for existing minority interests. This
standard will require ownership interests in subsidiaries held by parties other
than the parent to be presented within the equity section of the consolidated
balance sheet but separate from the parent's

                                       16

<PAGE>

equity. It will also require the amount of consolidated net income attributable
to the parent and the noncontrolling interest to be clearly identified and
presented on the face of the consolidated income statement. Certain changes in a
parent's ownership interest are to be accounted for as equity transactions and
when a subsidiary is deconsolidated, any noncontrolling equity investment in the
former subsidiary is to be initially measured at fair value. We do not
anticipate the implementation of SFAS No. 160 will significantly change the
presentation of our financial statements.

In February 2008, the FASB issued FASB Staff Position ("FSP") No. 157-1,
Application of FASB Statement No. 157 to FASB Statement No. 13 and Its Related
Interpretive Accounting Pronouncements That Address Leasing Transactions, which
became effective for us on December 30, 2007. This FSP excludes FASB Statement
No. 13, Accounting for Leases, and its related interpretive accounting
pronouncements from the provisions of SFAS No. 157. Implementation of this
standard did not have a material effect on our financial statements.

In February 2008, the FASB issued FSP No. 157-2, Effective Date of FASB
Statement No. 157, which delays our January 1, 2008 effective date of SFAS No.
157 for all nonfinancial assets and nonfinancial liabilities, except those
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually), until January 1, 2009. Implementation of this
standard is not expected to have a material effect on our financial statements.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities -- An Amendment of FASB Statement No. 133"
("SFAS No. 161"), which amends and expands the disclosure requirements of SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities" to
require qualitative disclosure about objectives and strategies in using
derivatives, quantitative disclosures about fair value amounts of gains and
losses on derivative instruments, and disclosures about the underlying
credit-risk-related contingent features in derivative agreements. SFAS No. 161
is intended to improve financial reporting by requiring transparency about the
location and amounts of derivative instruments in an entity's financial
statements; how derivative instruments and related hedged items are accounted
for under SFAS No. 133; and how derivative instruments and related hedged items
affect its financial position, financial performance and cash flows. SFAS No.
161 is effective for financial statements issued for fiscal years beginning
after November 15, 2008. Implementation of this standard did not have a material
effect on our financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not believe that our exposure to market risk related to the effect of
changes in interest rates, foreign currency exchange rates, commodity prices and
other market risks with regard to instruments entered into for trading or for
other purposes is material.

ITEM 4T. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. As of September 27, 2008, our
company's chief executive officer and chief financial officer conducted an
evaluation regarding the effectiveness of our company's disclosure controls and
procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act.
Based upon the evaluation of these controls and procedures, our chief executive
officer and chief financial officer concluded that our disclosure controls and
procedures were not effective as of the end of the thirteen weeks ended
September 27, 2008.

Disclosure Controls and Internal Controls. As provided in Rule 13a-14 of the
General Rules and Regulations under the Securities and Exchange Act of 1934, as
amended, Disclosure Controls are defined as meaning controls and procedures that
are designed with the objective of insuring that information required to be
disclosed in our reports filed under the Securities Exchange Act of 1934, as
amended (the

                                       17

<PAGE>


"Exchange Act"), is recorded, processed, designed and reported within the time
periods specified by the SEC's rules and forms. Disclosure Controls include,
within the definition under the Exchange Act, and without limitation, controls
and procedures to insure that information required to be disclosed by us in our
reports is accumulated and communicated to our management, including our chief
executive officer and principal financial officer, as appropriate to allow
timely decisions regarding disclosure. Internal Controls are procedures which
are designed with the objective of providing reasonable assurance that (1) our
transactions are properly authorized; (2) our assets are safeguarded against
unauthorized or improper use; and (3) our transactions are properly recorded and
reported, all to permit the preparation of our financial statements inconformity
with generally accepted accounting principles.

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is a
process designed by, or under the supervision of the Chief Executive Officer and
Chief Financial Officer and effected by our board of directors, management and
other personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

Management's evaluation of internal control over financial reporting includes
using the COSO framework, an integrated framework for the evaluation of internal
controls issued by the Committee of Sponsoring Organizations of the Treadway
Commission, to identify the risks and control objectives related to the
evaluation of our control environment.

Based on their evaluation under the frameworks described above, our chief
executive officer and chief financial officer have concluded that our internal
control over financial reporting was ineffective as of September 27, 2008
because of the following material weaknesses in internal controls over financial
reporting:

     o    a lack of sufficient resources and an insufficient level of monitoring
          and oversight,  which may restrict our ability to gather,  analyze and
          report information  relative to the financial statement and income tax
          assertions in a timely manner.

     o    The limited size of the accounting  department  makes it impracticable
          to achieve an optimum separation of duties.

REMEDIATION PLAN

It is our intention to increase the staffing level of the accounting department
as demands on our accounting staff increase.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have bee no changes in our internal control over financial reporting
during the period covered by this report on Form 10-Q that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

                                       18

<PAGE>



                           PART II - OTHER INFORMATION

                               TOFUTTI BRANDS INC.

ITEM 1. LEGAL PROCEEDINGS

                  We are not a party to any material litigation.

ITEM 1A. RISK FACTORS

                  The Risk Factors listed below are in addition to those set
                  forth in Item 1 of our Annual Report on Form 10-KSB for the
                  year ended December 29, 2007.

                  ECONOMIC PRESSURES

                  Our business may be negatively affected by the current global
                  credit crisis. The current economic climate, and particularly
                  the increased difficulty in securing credit, could impact the
                  ability of our customers to purchase our products. Certain of
                  our retail customers who have seen significant dampening of
                  consumer demand, could face increased financial pressures that
                  could impact their ability to purchase our products and make
                  payments in a timely manner s. The extent of the impact, if
                  any, of the global credit crisis, will depend on a number of
                  factors, including whether the U.S. economy, and the global
                  economy generally, enter into a prolonged recession as a
                  result of the deterioration of the credit markets.

                  A material change in consumer demand for our products could
                  have a significant impact on our business. We are a consumer
                  food products company and rely on continued demand for our
                  products. To achieve business goals, we must develop and sell
                  products that appeal to consumers. If demand and growth rates
                  fall substantially below expected levels or our market share
                  declines significantly in these businesses, our results could
                  be negatively impacted. This could occur due to unforeseen
                  negative economic or political events or to changes in
                  consumer trends and habits.

                  Our businesses face cost pressures which could affect our
                  business results. Our costs are subject to fluctuations,
                  particularly due to changes in commodity prices, raw
                  materials, cost of labor, foreign exchange and interest rates.
                  Our costs in 2008 were impacted by higher commodity costs.
                  Therefore, our success is dependent, in part, on our continued
                  ability to manage these fluctuations through pricing actions,
                  cost savings projects and sourcing decisions. In the
                  manufacturing and general overhead areas, we need to maintain
                  key manufacturing and supply arrangements, including any key
                  sole supplier and manufacturing plant arrangements.

                  We face risks related to the current credit crisis. The
                  current uncertainty in the global economic conditions
                  resulting from the recent disruption in credit markets pose a
                  risk to the overall economy that could impact consumer and
                  customer demand for our products, as well as our ability to
                  manage normal commercial relationships with our customers,
                  suppliers and creditors. If the current situation deteriorates
                  significantly, our business could be negatively impacted,
                  including such areas as reduced demand for our products from a
                  slow-down in the general economy, or supplier or customer
                  disruptions resulting from tighter credit markets.

                                       19

<PAGE>




ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

                  None.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

                  None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

                  None.

ITEM 5. OTHER INFORMATION

                  None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

3.1       Certificate of Incorporation, as amended through February 1986.(1)

3.1.1     March 1986 Amendment to Certificate of Incorporation.(2)

3.1.2     June 1993 Amendment to Certificate of Incorporation.(3)

3.2       By-laws.(1)

4.1       Copy of the Registrant's Amended 1993 Stock Option Plan.(4)

4.2       Tofutti Brands Inc. 2004 Non-Employee Directors' Stock Option Plan.(5)

10.1      Form of Loan Agreement between the Registrant and Wachovia
          Bank, N. A.(6)

10.2      Form of Promissory Note between the Registrant and Wachovia Bank,
          N. A.(6)

10.3      Form of Security Agreement between the Registrant and Wachovia Bank,
          N. A.(6)

31.1      Certification  by Chief Executive  Officer  pursuant to Rule 13a-14(a)
          and Rule 15d-14(a) of the Securities Exchange  Act, as amended.

31.2      Certification  by Chief Financial Officer pursuant to Rule 13a-14(a)
          and Rule 15d-14(a) of the Securities Exchange Act, as amended.

32.1      Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section
          1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.

32.2      Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section
          1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.

--------------------

(1)  Filed as an exhibit to the Registrant's Form 10-K for the fiscal year ended
     July 31, 1985 and hereby incorporated by reference thereto.

(2)  Filed as an exhibit to the Registrant's Form 10-K for the fiscal year ended
     August 2, 1986 and hereby incorporated by reference thereto.

(3)  Filed as an exhibit to the  Registrant's  Form  10-KSB for the fiscal  year
     ended January 1, 2005 and hereby incorporated by reference thereto.



                                       20

<PAGE>


(4)  Filed  as an  exhibit  to  the  Registrant's  Form  S-8  (Registration  No.
     333-79567) filed May 28, 1999 and hereby incorporated by reference thereto.

(5)  Filed as Appendix B to the Registrant's Schedule 14A filed May 10, 2004 and
     hereby incorporated by reference thereto.

(6)  Filed as an exhibit to the  Registrant's  Form 8-K  bearing a cover date of
     April 13, 2006 and hereby incorporated by reference thereto.


(b)  Reports on Form 8-K


                                       21

<PAGE>




                                   SIGNATURES

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

                                          TOFUTTI BRANDS INC.
                                              (Registrant)



                                          /s/David Mintz
                                          --------------
                                          David Mintz
                                          President



                                          /s/Steven Kass
                                          --------------
                                          Steven Kass
                                          Chief Accounting and Financial Officer

Date: November 12, 2008


                                       22