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

                                   FORM 10-K
              Annual Report Pursuant to Section 13 or 15(d) of
                    The Securities Exchange Act of 1934

For the fiscal year ended December 28, 1996	Commission file number 1-5039

                             	WEIS MARKETS, INC.	
        	(Exact name of registrant as specified in its charter)

   	Pennsylvania	                                        		24-0755415	
  State or other jurisdiction of	          		(IRS Employee Identification No.)
                                               incorporation or organization)

  1000 South Second Street, Sunbury, PA                    			17801	
  (Address of principal executive offices)	               	(Zip Code)

Registrant's telephone number, including area code		717-286-4571	

Securities registered pursuant to Section 12(b) of the Act:

                             			         	Name of each exchange
    Title of each class	            	 	   on which registered   
 Common stock, no par value		         	   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
                             	None	
                      	(Title of class)

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        

The aggregate market value of Common Stock held by non-affiliates of the
Registrant is approximately $887,195,000.  Shares of common stock
outstanding as of February 10, 1997 - 41,940,856.

The index to Exhibits is located in Part IV, Item 14(c).

Amendment #1 is being filed to submit the Exhibit 99 which was omitted from
the original filing, correct Part I, Item 8 and, correct Part IV, Item 14(c).

DOCUMENTS INCORPORATED BY REFERENCE
Selected portions of the 1996 Weis Markets, Inc. Annual Report to
Shareholders are incorporated by reference in Part II and Part IV of this
Form 10-K.

Selected portions of the Weis Markets, Inc. definitive proxy statement dated
March 5, 1997 are incorporated by reference in Part III of this Form 10-K.

<PAGE>
 
Item 8.	Financial Statements and Supplementary Data:

	The following information is incorporated herein by reference
from the 1996 Weis Markets, Inc. Annual Report to Shareholders:  The
consolidated financial statements on pages 8 to 10, the notes to
consolidated financial statements on pages 11 to 15, and the independent
auditors' report on page 15.  The preceding independent auditors' report on the
                              -------------------------------------------------
previous two years financial statements may be found in Exhibit 99.
-------------------------------------------------------------------
<PAGE>
Item 14.  Exhibits, Financial Statements, Schedules and Reports on Form 8-K
   
                                WEIS MARKETS, INC.

(c)	A listing of exhibits filed or incorporated by reference is as follows:

            Exhibit No.
            3-A                       	Articles of Incorporation
            3-B	                       By-Laws
            10-A	                      Profit Sharing Plan
            10-B	                      Stock Bonus Plan
            10-C	                      Company Appreciation Plan
            10-D	                      Stock Option Plan
            10-E	                      Supplemental Employee Retirement Plan
            10-F                      	Executive Employment Contract
            13                        	Annual Report to Shareholders for the
                                       Fiscal Year ended December 28, 1996
	
            21                        	Subsidiaries of the Registrant
            23	                        Consent of Independent Auditors
            99                        	Opinion of preceding Independent Auditors
            --                         -----------------------------------------
	Exhibits 3-A and 3-B have been filed as exhibits under Part IV, 
Item 14(c) in Form 10-K for the fiscal year ended December 27, 
1980 and are incorporated herein by reference.  Exhibits 10-A 
through 10-F, have been filed as exhibits under Part IV, Item 14(c) 
in Form 10-K for the fiscal year ended December 31, 1994 and are 
incorporated herein by reference.

	The foregoing exhibits are available upon request from the 
Secretary of the Company at a fee of $10.00 per copy.

<PAGE>
                                    WEIS MARKETS, INC.

                                         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.


                                        				WEIS MARKETS, INC.	
                                          				(Registrant)



Date					
                                          				Robert F. Weis
                            				 Chairman of the Board of Directors,
                                   				and Treasurer and Director


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.



Date					
                                         				Robert F. Weis
                                				(Principal Financial Officer)
                              				Chairman of the Board of Directors,
                                 				and Treasurer and Director



Date					
                                         				Norman S. Rich
                                 				(Principal Executive Officer)
                                     				President and Director



Date					
                                        				William R. Mills
                                				Vice President Finance, Secretary
                                          				and Director
<PAGE>

                                      						The following item was the subject 	
                                     							of  a Form 12b-25 and is included 	
                                     							herein:
                                Exhibit 99

Report of Independent Auditors

The Board of Directors
Weis Markets, Inc.

We have audited the  accompanying consolidated balance sheet of Weis Markets,
Inc. and subsidiaries as of December 30, 1995, and the consolidated statements
of income, shareholders' equity, and cash flows for the years ended December
30, 1995, and December 31, 1994.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Weis
Markets, Inc. and subsidiaries at December 30, 1995, and the results of their
operations and their cash flows for the years ended December 30, 1995, and
December 31, 1994, in conformity with generally accepted accounting principles.



Harrisburg, PA			                                  					KPMG Peat Marwick LLP
January 26, 1996