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UNITED    STATESSECURITIES AND EXCHANGE    COMMISSION    Washington, D.C. 20549****

**FORM 10-K/A**

**Amendment        No.2**

(Mark One)

| [X]            | ANNUAL REPORT PURSUANT                TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE                ACT OF 1934     |
|----------------|------------------------------------------------------------------------------------------------------------------------|
|           | For the fiscal year                ended **December 29, 2007**                                                         |
|           | OR                                                                                                                     |
| [  ] | TRANSITION REPORT                PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES                EXCHANGE ACT OF 1934 |
|           | For the transition                period from __________to_________                                                    |
|           | Commission File Number                1-5039                                                                           |

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

| PENNSYLVANIA(State or                other jurisdiction of incorporation or                organization)                              |   | 24-0755415(I.R.S. Employer Identification                No.) |
|---------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------|
| 1000 S. Second                Street            P. O. Box 471Sunbury, Pennsylvania(Address            of principal executive offices) |   | 17801-0471(Zip            Code)                               |

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

| Title of each                classCommon stock, no par value |   | Name of each                exchange on which registered            New York Stock Exchange |
|--------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------|
|                                                         |

Indicate by check mark if the registrant is a    well-known seasoned issuer, as defined in Rule 405 of the    Securities Act. Yes    [   ]  No   [X]

Indicate by check mark if the registrant is    not required to file pursuant to Section 13 or Section 15(d) of    the Act. Yes    [   ]  No   [X]

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 if disclosure of    delinquent filers pursuant to Item 405 of Regulation S-K is not    contained herein, and will not be contained, to the best of    registrant's knowledge, in definitive proxy or information    statements incorporated by reference in Part III of this Form    10-K or any amendment to this Form 10-K.  [X]

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

Large accelerated          filer   [   ]                                Accelerated          filer   [X]                                Non-accelerated          filer  [   ]

Indicate by check mark whether the          registrant is a shell company (as defined in Rule 12b-2          of the Act).Yes          [   ]  No   [X]

The aggregate market value of Common Stock    held by non-affiliates of the Registrant is approximately    $508,010,000 as of June 30, 2007, the last          business day of the most recently completed second          quarter.Shares of          common stock outstanding as of March 7, 2008 -          26,967,165.

DOCUMENTS INCORPORATED BY    REFERENCE:  Selected portions of the Weis Markets,    Inc. definitive proxy statement dated March 10, 2008 are    incorporated by reference in Part III of this Form    10-K.

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**WEIS MARKETS,    INC.**

**EXPLANATORY    NOTE**

This Amendment No. 2 on Form 10-K/A amends    the Company's Annual Report on Form 10-K for the fiscal year    ended December 29, 2007, filed with the U.S. Securities and    Exchange Commission on March 7, 2008. This amendment revises    the Signatures to include the Principal Accounting Officer    which is required by general instructions D(2)(a) and D(2)(b)    of Form 10-K.

This Amendment does not affect the original    financial statements or footnotes as originally filed. This    amendment does not reflect events occurring after the original    filing of the Form 10-K, and does not modify or update the    disclosures therein in any way other then as required to    reflect the amendment as described above and set forth below.    Accordingly, this Form 10-K/A should be read in conjunction    with the other filings made with the Securities and Exchange    Commission subsequent to the filing of the original Annual    Report on Form 10-K, including any amendments to those    filings.

 

**TABLE OF    CONTENTS**

| FORM                10-K/A                                                 | Page                                                                                                                                                              |
|----------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Part I                                                                     |                                                                                                                                                              |
|                                                                       | Item                1. Business                                                                                                                                   | 1 |
|                                                                       |                                                                                                                                                              | Item                1a. Risk Factors | 3 |
|                                                                       |                                                                                                                                                              | Item                1b. Unresolved Staff Comments | 4 |
|                                                                       | Item 2.                Properties                                                                                                                                 | 4 |
|                                                                       | Item 3. Legal                Proceedings                                                                                                                          | 4 |
|                                                                       | Item                4. Submission of Matters to a Vote of Security                Holders                                                                         | 4 |
| Part                II                                                     |                                                                                                                                                              |
|                                                                       | Item                5. Market for Registrant's Common Equity, Related                Stockholder Matters and Issuer Purchases of Equity                Securities | 5 |
|                                                                       | Item                6. Selected Financial Data                                                                                                                    | 6 |
|                                                                       | Item                7. Management's Discussion and Analysis of                Financial Condition and Results of                Operations                        | 7 |
|                                                                       |                                                                                                                                                              | Item 7a. Quantitative                and Qualitative Disclosures about Market                Risk | 11 |
|                                                                       | Item                8. Financial Statements and Supplementary                Data                                                                                 | 12 |
|                                                                       | Item                9. Changes in and Disagreements With Accountants on                Accounting and Financial Disclosure                                        | 28 |
|                                                                       |                                                                                                                                                              | Item                9a. Controls and                  Procedures | 28 |
|                                                                       |                                                                                                                                                              | Item                9b. Other                  Information | 28 |
| Part                III                                                    |                                                                                                                                                              |
|                                                                       | Item                10. Directors, Executive Officers and Corporate                Governance                                                                     | 29 |
|                                                                       | Item                11. Executive Compensation                                                                                                                    | 29 |
|                                                                       | Item                12. Security Ownership of Certain Beneficial Owners                and Management and Related Stockholder                Matters              | 29 |
|                                                                       | Item                13. Certain Relationships and Related Transactions,                and Director Independence                                                  | 29 |
|                                                                       | Item                14. Principal Accountant Fees and                Services                                                                                     | 29 |
| Part IV                                                                    |                                                                                                                                                              |
|                                                                       | Item                15. Exhibits, Financial Statement                Schedules                                                                                    | 30 |
|                                                                       |                                                                                                                                                              | Item                15(c)(3). Schedule II -                  Valuation and Qualifying                  Accounts | 31 |
| Signatures                                                                 | 32                                                                                                                                                                |
| Exhibit 21 Subsidiaries of the                Registrant                   |                                                                                                                                                              |
| Exhibit 23 Consent of Grant Thornton                LLP                    |                                                                                                                                                              |
| Exhibit 31.1 Rule 13a-14(a) Certification -                CEO             |                                                                                                                                                              |
| Exhibit 31.2 Rule 13a-14(a) Certification -                CFO             |                                                                                                                                                              |
| Exhibit 32 Certification Pursuant to 18 U.S.C.                Section 1350 |                                                                                                                                                              |
|                                                                       |                                                                                                                                                              |   |   |   |

 

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Table of    Contents

** ****PART I**

**Item    1.      Business:**

Weis Markets, Inc. is a Pennsylvania business    founded by Harry and Sigmund Weis in 1912 and incorporated in    1924. The company is engaged principally in the retail sale of    food in Pennsylvania and surrounding states. There was no    material change in the nature of the company's business during    fiscal 2007. The company's stock has been traded on the New    York Stock Exchange since 1965 under the symbol "WMK." The Weis    family currently owns approximately 64% of the outstanding    shares. Robert F. Weis serves as Chairman of the Board of    Directors, and Jonathan H. Weis, son of Robert F. Weis, serves    as Vice Chairman and Secretary. Both are involved in the    day-to-day operations of the business.

The company's retail food stores          sell groceries, dairy products, frozen foods, meats,          seafood, fresh produce, floral, prescriptions,          deli/bakery products, prepared foods, fuel and general          merchandise items, such as health and beauty care and          household products. In addition, customer convenience is          addressed at many locations by offering services such as          third parties providing in-store banks, laundry services          and take-out restaurants. The company advertises through          various media, including circulars, newspapers, radio and          television. Printed circulars are used extensively on a          weekly basis to advertise featured items. The company          utilizes a loyalty card program, "Weis Club Preferred          Shopper," which provides shoppers with an opportunity to          receive discounts, promotions and rewards. The company          currently owns and operates 155 retail food stores and a          chain of 31 SuperPetz, LLC pet supply stores. The          company's operations are reported as a single reportable          segment.

The percentage of net sales contributed by    each class of similar products for each of the previous five    fiscal years was:

| **Year** | **Grocery** | **Meat** | **Produce** | **Pharmacy** | **Pet                Supply** | **Other** |
|----------|-------------|----------|-------------|--------------|-------------------------------|-----------|
| 2007     | 53.76       | 16.09    | 14.82       | 9.77         | 2.34                          | 3.22      |
| 2006     | 53.52       | 15.99    | 14.99       | 10.22        | 2.55                          | 2.73      |
| 2005     | 53.93       | 16.18    | 14.79       | 10.21        | 2.70                          | 2.19      |
| 2004     | 53.91       | 16.19    | 14.58       | 10.45        | 2.98                          | 1.89      |
| 2003     | 54.55       | 15.70    | 14.67       | 10.28        | 3.18                          | 1.62      |

Retail food store locations by state and by    trade name as of year-end are as follows:

|                          |      |                            | **Mr.                Z's**   | **King's**       | **Cressler's**  | **Scot's**  |           |
|-------------------------------|-----------|---------------------------------|------------------------------|------------------|-----------------|-------------|----------------|
| **State**                     | **Total** | **Weis                Markets** | **Food                Mart** | **Supermarkets** | **Marketplace** | **Lo-Cost** | **Save-A-Lot** |
| Pennsylvania                  | 125       | 98                              | 16                           | 6                | 1               | 3           | 1              |
| Maryland                      | 24        | 24                              |                         |             |            |        |           |
| New                Jersey     | 3         | 3                               |                         |             |            |        |           |
| New York                      | 1         | 1                               |                         |             |            |        |           |
| West                Virginia  | 2         | 2                               |                         |             |            |        |           |
|     Total | 155       | 128                             | 16                           | 6                | 1               | 3           | 1              |

**Page 1 of 32 (Form    10-K)**

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**Item    1.      Business:    (continued)**

All trade names, except Scot's Lo-Cost and    Save-A-Lot, operate as conventional supermarkets. Scot's    Lo-Cost operates under a warehouse format, while Save-A-Lot's    format caters to the price motivated consumer. The retail food    stores range in size from 8,000 to 66,000 square feet, with an    average size of approximately 47,000 square feet. The following    summarizes the number of stores by size categories as of    year-end:

| **Square                feet**      | **Number of                stores** |
|-------------------------------------|-------------------------------------|
| 55,000 to                66,000     | 33                                  |
| 45,000 to                54,999     | 71                                  |
| 35,000 to                44,999     | 31                                  |
| 25,000 to                34,999     | 11                                  |
| Under                25,000         |  9                             |
|      Total | 155                                 |

The following schedule shows the changes in    the number of retail food stores, total square footage and    store additions/remodels as of year-end:

|                                                  | **2007**                                | **2006** | **2005**                                | **2004** | **2003**                                |   |
|-------------------------------------------------------|-----------------------------------------|----------|-----------------------------------------|----------|-----------------------------------------|--------|
| Beginning store                count                  | 156                                     |     | 158                                     |     | 157                                     |   | 158 |   | 160 |   |   |
| New                stores                             | 1                                       |     | 2                                       |     | 1                                       |   | 1 |   | ---    |   |   |
| Relocations                                           | 1                                       |     | 1                                       |     | 1                                       |   | 2 |   | 1 |   |   |
| Closed                stores                          | (2                                      | )        | (4                                      | )        | ---                      |   | (2 | ) | (2 | ) |   |
| Relocated                stores                       | (1                                      | )        | (1                                      | )        | (1                                      | )      | (2 | ) | (1 | ) |   |
| Sold                                                  |    ---    |     |    ---    |     |    ---    |   |    ---    |   |    ---    |   |   |
| Ending store                count                     |     155             |     |     156             |     |     158             |   |     157 |   |     158 |   |   |
| Total square feet                (000's), at year-end | 7,301                                   |     | 7,311                                   |     | 7,280                                   |   | 7,183 |   | 7,157 |   |   |
| Additions/major                remodels               | 4                                       |     | 5                                       |     | 3                                       |   | 2 |   | 4 |   |   |

The company supports the retail operations    through a centrally located distribution facility, its own    transportation fleet and four manufacturing facilities.The company is required to use a significant    amount of working capital to provide for the necessary amount    of inventory to meet demand for its products through efficient    use of buying power and effective utilization of space in the    warehouse facilities. The manufacturing facilities consist of a    meat processing plant, an ice cream plant, an ice plant and a    milk processing plant.

At year-end, SuperPetz, LLC operated 2 stores    in Alabama, 1 store in Georgia, 1 store in Indiana, 1 store in    Maryland, 2 stores in Michigan, 1 store in North Carolina, 6    stores in Ohio, 9 stores in Pennsylvania, 5 stores in South    Carolina and 3 stores in Tennessee.

The business of the company is highly    competitive. The number of competitors and the variety of    competition experienced by the company's stores vary by market    area. National, regional and local food chains, as well as    independent food stores comprise the company's principal    competition, although the company also faces substantial    competition from convenience stores, membership warehouse    clubs, specialty retailers, supercenters and large-scale drug    and pharmaceutical chains. The company competes based on price,    quality, location and service.

The company currently has          approximately 17,000 full-time and part-time          associates.

**Page 2 of 32 (Form    10-K)**

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**Item    1.      Business:    (continued)**

The company maintains a web site          at *www.weismarkets.com.* The company makes          available, free of charge, on the "Corporate Info"          section of its web site, its annual reports on Form 10-K,          quarterly reports on Form 10-Q, current reports on Form          8-K and amendments to those reports filed or furnished          pursuant to Section 13(a) or 15(d) of the Exchange Act,          as soon as reasonably practicable after the company          electronically files such material or furnishes it to the          U.S. Securities and Exchange Commission          ("SEC").

Additionally, the company's annual          reports and corporate governance materials, including          governance guidelines; the charters of the Audit and          Compensation Committees, as well as the Disclosure          Committee Bylaws; and both the Code of Business Conduct          and Ethics and the Code of Ethics for the CEO and CFO,          may be found under the "Corporate Info" section of its          web site. A copy of the foregoing corporate governance          materials is available upon written request to the          company's principal executive offices.

**Item 1a.  Risk    Factors:**

In addition to risks and          uncertainties in the ordinary course of business common          to all businesses, important factors are listed below          specific to the company and its industry, which could          materially impact its future          performance.

**Competition:**The retail food industry is          intensely price competitive, and the competition the          company encounters may have a negative impact on product          retail prices. The financial results may be adversely          impacted by a competitive environment that could cause          the company to reduce retail prices without a reduction          in its product cost to maintain market share; thus          reducing sales and gross profit margins.

**Trade Area:**The company's stores are          concentrated in central and northeast Pennsylvania,          central Maryland and suburban Baltimore regions. Changes          in economic and social conditions in the company's          operating regions, including the rate of inflation,          population demographics and employment and job growth,          affect customer shopping habits. These changes may          negatively impact sales and earnings. In addition,          employment conditions specifically may affect the          company's ability to hire and train qualified associates.          Business disruptions due to weather and catastrophic          events historically have been few. The company's          geographic regions could receive an extreme variance in          the amount of annual snowfall that may materially affect          sales and expense results.

**Execution of Expansion          Plans:**In 2008, the company expects to          invest $78.9 million for capital expenditures, which          includes all store, distribution and manufacturing          projects and equipment purchases. Over the next twelve          months, the company is planning to build one superstore          unit and will continue to invest in its existing store          base with nine additions and five remodels. Circumstances          outside the company's control could negatively impact          these anticipated capital investments. The company cannot          determine with certainty whether its new stores will be          successful. The failure to expand by successfully opening          new stores as planned, or the failure of a significant          number of these stores to perform as planned, could have          a material adverse effect on the company's business and          results of its operations.

**Operating Costs:**Associate expenses attribute to          the majority of its operating costs and therefore, the          company's financial performance is greatly influenced by          increasing wage and benefit costs, a competitive labor          market and the risk of unionized labor disruptions of its          non-union workforce. The company's profit is particularly          sensitive to the cost of oil. Oil prices directly affect          the company's product transportation costs, as well as          its utility and petroleum-based supply costs. The company          is extremely concerned about the continuing rise in          interchange fees for accepting credit card payments at          the point of sale.

**Self-Insurance          Exposure:**The company is self-insured for a          majority of its workers' compensation, general liability,          vehicle accident and associate medical benefit claims.          The company is liable for associate health claims up to a          lifetime aggregate of $1,000,000 per member and for          workers' compensation claims up to $2,000,000 per claim.          Property and casualty insurance coverage is maintained          with outside carriers at deductible or retention levels          ranging from $250,000 to $1,000,000. Although the company          has minimized its exposure on individual claims, the          company, for the benefit of cost savings, has accepted          the risk of an unusual amount of independent multiple          material claims arising and having a significant impact          on earnings.

**Page 3 of 32 (Form    10-K)**

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**Item 1a.  Risk    Factors:****(continued****)**

**Taxes:**The company's future effective tax          rate may increase from current rates due to changes in          laws and the status of pending items with various taxing          authorities**.**

**Item 1b.     Unresolved Staff Comments:**

There are no unresolved staff    comments.

**Item 2.       Properties:**

The company currently owns and          operates 83 of its retail food stores, and leases and          operates 72 stores under operating leases that expire at          various dates through 2026. SuperPetz leases all 31 of          its retail store locations. The company owns all trade          fixtures and equipment in its stores and several parcels          of vacant land, which are available as locations for          possible future stores or other expansion.

The company owns and operates one          distribution center in Milton, Pennsylvania of          approximately 1,110,000 square feet, and one in          Northumberland, Pennsylvania totaling approximately          76,000 square feet. The company also owns one warehouse          complex in Sunbury, Pennsylvania totaling approximately          564,000 square feet. The company operates an ice cream          plant, meat processing plant, ice plant and milk          processing plant in 274,000 square feet at its Sunbury          location.

**Item          3.      Legal          Proceedings:**

Neither the company nor any          subsidiary is presently a party to, nor is any of their          property subject to, any pending legal proceedings, other          than routine litigation incidental to the          business.

**Item          4.      Submission of          Matters to a Vote of Security Holders:**

There were no matters submitted to          a vote of security holders during the fourth quarter of          2007.

**Page 4 of 32 (Form          10-K)**

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**PART          II**

**Item          5.      Market for          Registrant's Common Equity, Related Stockholder Matters          and Issuer Purchases of Equity Securities:**

The company's stock is traded on          the New York Stock Exchange (ticker symbol WMK). The          approximate number of shareholders, including individual          participants in security position listings, on December          29, 2007 as provided by the company's transfer agent was          8,157. High and low stock prices and dividends paid per          share for the last two fiscal years          were:

|        | **2007**                         | **2006**     |
|-------------|----------------------------------|--------------|
|        | **Stock                  Price** | **Dividend** | **Stock                  Price** | **Dividend** |
| **Quarter** | **High**                         | **Low**      | **Per                  Share** | **High** | **Low** | **Per                  Share** |
| First       | $45.70                           | $39.76       | $.29 | $46.25 | $40.75 | $.29 |
| Second      | 45.41                            | 40.50        | .29 | 44.79 | 37.75 | .29 |
| Third       | 47.10                            | 38.24        | .29 | 41.49 | 37.97 | .29 |
| Fourth      | 44.34                            | 39.50        | .29 | 41.50 | 38.88 | .29 |

The following line graph compares          the yearly percentage change in the cumulative total          shareholder return on the company's common stock against          the cumulative total return of the S&P Composite-500          Stock Index and the cumulative total return of a          published group index for the Retail Grocery Stores          Industry ("Peer Group"), provided by Value Line, Inc.,          for the period of five years. The graph depicts $100          invested at the close of trading on the last trading day          preceding the first day of the fifth preceding year in          Weis Markets, Inc. common stock, S&P 500, and the          Peer Group. The cumulative total return assumes          reinvestment of dividends.

**Comparative Five-Year Total          Returns**

|                        | **2002** | **2003** | **2004** | **2005** | **2006** | **2007** |
|-----------------------------|----------|----------|----------|----------|----------|----------|
| Weis                Markets | 100.00   | 120.92   | 136.85   | 157.21   | 150.74   | 154.20   |
| S&P                500  | 100.00   | 126.38   | 137.75   | 141.88   | 161.20   | 166.89   |
| Peer                Group   | 100.00   | 166.39   | 179.87   | 219.71   | 277.70   | 326.44   |

**Page 5 of 32 (Form          10-K)**

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**Item          6.      Selected Financial          Data:**

The following selected historical          financial information has been derived from the company's          audited consolidated financial statements. This          information should be read in connection with the          company's Consolidated Financial Statements and the Notes          thereto, as well as "Management's Discussion and Analysis          of Financial Condition and Results of Operations,"          included in Item 7.

**Five Year Review of          Operations**

|                                                                                                               |                               | **52                  Weeks**                                                       |                               | **52                  Weeks**                                                       |                               | **53                  Weeks**                                                       |                               | **52                  Weeks**                                                       |                               | **52                  Weeks**                                                                       |
|--------------------------------------------------------------------------------------------------------------------|------------------------------------|-------------------------------------------------------------------------------------|------------------------------------|-------------------------------------------------------------------------------------|------------------------------------|-------------------------------------------------------------------------------------|------------------------------------|-------------------------------------------------------------------------------------|------------------------------------|-----------------------------------------------------------------------------------------------------|
| *(dollars in thousands,                  except shares, per share amounts and store                  information)* |                               | **Ended**                                                                           |                               | **Ended**                                                                           |                               | **Ended**                                                                           |                               | **Ended**                                                                           |                               | **Ended**                                                                                           |
|                                                                                                               | **Dec. 29,                  2007** |                                                                                | **Dec. 30,                  2006** |                                                                                | **Dec. 31,                  2005** |                                                                                | **Dec. 25,                  2004** |                                                                                | **Dec. 27,                  2003** |
| Net sales                                                                                                          | $                                  | 2,318,551                                                                           | $                                  | 2,244,512                                                                           | $                                  | 2,222,598                                                                           | $                                  | 2,097,712                                                                           | $                                  | 2,042,499                                                                                           |
| Costs and                  expenses                                                                                |                               |     2,243,802                                                   |                               |     2,162,908                                                   |                               |     2,126,373                                                   |                               |     2,011,331                                                   |                               |     1,955,119                                                                   |
| Income from                  operations                                                                            |                               | 74,749                                                                              |                               | 81,604                                                                              |                               | 96,225                                                                              |                               | 86,381                                                                              |                               | 87,380                                                                                              |
| Investment                  income                                                                                 |                               |                             3,010 |                               |                             4,484 |                               |                             3,081 |                               |                             1,222 |                               |                                824 |
| Income before provision                  for income taxes                                                          |                               | 77,759                                                                              |                               | 86,088                                                                              |                               | 99,306                                                                              |                               | 87,603                                                                              |                               | 88,204                                                                                              |
| Provision for income                  taxes                                                                        |                               |          26,769                        |                               |          30,078                        |                               |          35,885                        |                               |          30,412                        |                               |          33,628                                        |
| Net income                                                                                                         |                               | 50,990                                                                              |                               | 56,010                                                                              |                               | 63,421                                                                              |                               | 57,191                                                                              |                               | 54,576                                                                                              |
| Retained earnings,                  beginning of year                                                              |                               |        760,531                                   |                               |        735,865                                   |                               |        702,714                                   |                               |        702,961                                   |                               |        678,294                                                   |
|                                                                                                               |                               | 811,521                                                                             |                               | 791,875                                                                             |                               | 766,135                                                                             |                               | 760,152                                                                             |                               | 732,870                                                                                             |
| Less cumulative effect of                  change in accounting for income taxes                                   |                               | 452                                                                                 |                               | ---                                                                  |                               | ---                                                                  |                               | ---                                                                  |                               | ---                                                                                  |
| Cash dividends                                                                                                     |                               |          31,309                        |                               |          31,344                        |                               |          30,270                        |                               |          57,438                        |                               |          29,909                                        |
| Retained earnings, end of                  year                                                                    | $                                  |        779,760                                   | $                                  |        760,531                                   | $                                  |        735,865                                   | $                                  |        702,714                                   | $                                  |        702,961                                                   |
| Weighted-average shares                  outstanding, diluted                                                      |                               |   26,993,997                                                              |                               |   27,027,198                                                              |                               |   27,033,789                                                              |                               |   27,098,276                                                              |                               |   27,186,277                                                                              |
| Cash dividends per                  share                                                                          | $                                  |              1.16  | $                                  |              1.16  | $                                  |              1.12  | $                                  |              2.12  | $                                  |              1.10                  |
| Basic and diluted earnings                  per share                                                              | $                                  |              1.89  | $                                  |              2.07  | $                                  |              2.35  | $                                  |              2.11  | $                                  |              2.01                  |
| Working                  capital                                                                                   | $                                  |        157,385                                   | $                                  |        147,451                                   | $                                  |        170,100                                   | $                                  |        143,440                                   | $                                  |        167,154                                                   |
| Total assets                                                                                                       | $                                  | 840,069                                                                             | $                                  | 814,062                                                                             | $                                  | 784,128                                                                             | $                                  | 745,479                                                                             | $                                  | 740,920                                                                                             |
| Shareholders'                  equity                                                                              | $                                  | 648,228                                                                             | $                                  | 629,163                                                                             | $                                  | 603,857                                                                             | $                                  | 571,700                                                                             | $                                  | 575,448                                                                                             |
| Number of grocery                  stores                                                                          |                               | 155                                                                                 |                               | 156                                                                                 |                               | 158                                                                                 |                               | 157                                                                                 |                               | 158                                                                                                 |
| Number of pet supply                  stores                                                                       |                               | 31                                                                                  |                               | 31                                                                                  |                               | 32                                                                                  |                               | 33                                                                                  |                               | 33                                                                                                  |

**Page 6 of 32 (Form          10-K)**

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**Item          7.      Management's          Discussion and Analysis of Financial Condition and          Results of Operations:**

**Company Overview**

Weis Markets, Inc. was founded in          1912 by Harry and Sigmund Weis in Sunbury, Pennsylvania.          Today, the company ranks among the top 50 food and drug          retailers in the United States in revenues generated. At          the end of 2007, the company operated 155 retail food          stores in Pennsylvania and four surrounding states:          Maryland, New Jersey, West Virginia and New York. In          addition to its retail food stores, the company operates          31 SuperPetz pet supply stores in ten states: Alabama,          Georgia, Indiana, Maryland, Michigan, North Carolina,          Ohio, Pennsylvania, South Carolina and          Tennessee.

Company revenues are generated in          its retail food stores from the sale of a wide variety of          consumer products including groceries, dairy products,          frozen foods, meats, seafood, fresh produce, floral,          prescriptions, deli/bakery products, prepared foods,          fuel, and general merchandise items, such as health and          beauty care and household products. The company supports          its retail operations through a centrally located          distribution facility, its own transportation fleet, four          manufacturing facilities and its administrative offices.          The company's operations are reported as a single          reportable segment.

The following analysis should be          read in conjunction with Financial Statements included in          the 2007 Quarterly Reports on Form 10-Q and the 2006          Annual Report on Form 10-K filed with the U.S. Securities          and Exchange Commission, as well as the cautionary          statement captioned "Forward-Looking Statements"          immediately following this analysis.

**Results of          Operations**

Total company sales for the          52-week year ending December 29, 2007 of $2.319 billion,          increased $74.0 million or 3.3% compared to sales of          $2.245 billion generated in fiscal 2006. Total company          sales for 2006 of $2.245 billion, increased $21.9 million          or 1.0% compared to sales of $2.223 billion generated in          fiscal 2005, a 53-week year. Comparable store sales in          2007 increased 3.5% compared to 2006. Adjusting for the          extra week in 2005, sales in 2006 increased 2.8% compared          to 2005 and comparable store sales increased          2.0%.

When calculating the percentage          change in comparable store sales, the company defines a          new store to be comparable the week following one full          year of operation. Relocated stores and stores with          expanded square footage are included in comparable sales          since these units are located in existing markets and are          open during construction. When a store is closed, sales          generated from that unit in the prior year are subtracted          from total company sales starting the same week of          closure in the prior year and continuing from that point          forward.

The increase in comparable store          sales during 2007 was primarily the result of an increase          in average sales per customer transaction, which was the          result of changes in product mix and inflation. However,          the number of customer store visits was flat for the year          compared to the same period one year ago. Sales were and          continue to be significantly impacted by lower pharmacy          sales as the result of lower-priced generic prescriptions          supplanting their brand-name equivalents and the shift of          Medicare Part D prescriptions to mail order. The company          benefited from increased perishable sales and successful          sales building strategies, which helped offset the          decrease in pharmacy sales. Management does not foresee a          change in this trend in the near future.

The company launched its "Where          Freshness Matters" campaign and "Weis Steakhouse Angus"          program in 2006, highlighting freshness, quality and          value of its perishable products, resulting in strong          customer acceptance and sales growth in both 2006 and          2007. In the coming year, the company will continue to          promote the quality and value of its perishable products          and its commitment to customer service.

Although the company experienced          product cost inflation for all three years presented,          management does not feel it can accurately measure the          full impact of product inflation and deflation on retail          pricing due to changes in the types of merchandise sold          between periods, shifts in customer buying patterns and          the fluctuation of competitive factors.

Cost of sales consists of direct          product costs (net of discounts and allowances),          warehouse costs, transportation costs and manufacturing          facility costs. In recent years, many vendors have          converted promotional incentives to reimbursements based          upon sales movement data recorded at the point of sale          rather than for cases purchased. Management expects this          trend to have no discernible impact on the company's          overall gross profit results**.**

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**Item          7.      Management's          Discussion and Analysis of Financial Condition and          Results of Operations: (continued)**

**Results of Operations          (continued)**

Gross profit dollars generated          from sales increased $4.8 million in 2007, or .8%, to          $602.1 million compared to 2006, which increased $9.6          million compared to 2005. Gross profit as a percentage of          sales decreased to 26.0% in 2007 compared to 26.6% and          26.4% in 2006 and 2005, respectively. Throughout the past          year, the company continued its aggressive promotional          activity while keeping its overall pricing competitively          low during a time of significant wholesale food          inflation.

In 2007, wholesale prices          increased much more quickly than the retail prices paid          by consumers. According to the latest U.S. Bureau of          Labor Statistics' report, food-at-home price inflation          increased 4.2% in 2007 while wholesale food inflation          increased at a higher rate of 6.5%. This difference          contributed significantly to the decline in the company's          gross profit rate. In the fourth quarter alone, the          company's gross profit rate decreased from 26.0% in 2006          to 24.7% in 2007. An area of top priority for management          in 2008 will be the reduction of store inventory losses,          which increased $6.7 million or 64.6% in 2007. In          addition, the company's diesel fuel costs increased 5.6%          compared to 2006. At this time, management is unaware of          any other events or trends that may cause a material          change to its overall financial operation due to          fluctuations in product costs.

Operating, general and          administrative expenses in 2007 increased $11.7 million          to $527.4 million or as a percentage of sales, 22.7%          compared to 23.0% and 22.1% in 2006 and 2005,          respectively. Employee-related costs such as wages,          employer paid taxes, health care benefits and retirement          plans, comprise over 60% of the total operating, general          and administrative expenses. Employee-related costs          increased 4.3% in 2007 compared to 2006. Pennsylvania,          where the majority of the company's stores are located,          increased the minimum wage rate twice in 2007 totaling          $2.00 per hour. Although the company paid its associates          more than the minimum wage rate, the increase impacted          associate rates well above minimum wage. In addition, the          company increased associate rates in neighboring          states.

The company's cost for accepting          credit/debit cards, known as interchange fees, increased          12.3% to $12.8 million in 2007.Major credit card companies          control over 87% of the interchange fee network, which          allows them to unilaterally raise their rates at          will.According to an independent study          conducted byDiamond Management &          Technology Consultants, only 13% of the interchange fees          represents the actual cost to process these transactions.          The company remains extremely concerned about this          inequity and the excessive increases in interchange fees          for accepting credit/debit card transactions. It is          currently working with a wide variety of corporations and          trade associations tomake credit card interchange fees          fair and bring competition to this broken marketthrough legislative and regulatory          initiatives.

The company expensed an additional          $3.8 million in depreciation and amortization in 2007 due          to its capital expenditure spending and its use of an          accelerated method of depreciation. Operating, general          and administrative expenses were positively affected in          2007 by a pre-tax gain on the sale of two closed store          facilities and an undeveloped parcel of land for a total          gain of $8.0 million. Conversely, in 2006, the company          incurred a pre-tax impairment loss of $1.7 million on two          closed store facilities and expensed $417,000 for the          environmental remediation on a non-store property.          Earnings were further impacted in 2007 and 2006 by a $1.2          million and a $1.4 million adjustment to liabilities for          future expenses on closed stores.

In 2007, the company's investment          income decreased $1.5 million or 32.9%, to $3.0 million.          Due to declining yields on short-term money market funds,          the company experienced a $745,000 decrease in interest          income in 2007 compared to 2006. In 2006, the company's          investment income increased $1.4 million, or 45.5% to          $4.5 million, compared to 2005. The company realized a          long-term gain of $431,000 on the sale of equities from          its investment portfolio in 2006, and a gain of $422,000          in 2005.

The company's combined federal and          state effective tax rate was 34.4% in 2007, 34.9% in 2006          and 36.1% in 2005. The effective income tax rate differs          from the federal statutory rate of 35% primarily due to          the effect of state taxes, net of permanent differences          relating to tax-free income.

Net income in 2007 was $51.0          million or 2.2% of sales compared to $56.0 million or          2.5% of sales in 2006 and $63.4 million or 2.9% of sales          in 2005. Basic and diluted earnings per share of $1.89 in          2007 compared to $2.07 in 2006 and $2.35 in          2005.

**Page 8 of 32 (Form          10-K)**

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**Item          7.      Management's          Discussion and Analysis of Financial Condition and          Results of Operations: (continued)**

**Liquidity and Capital          Resources**

Net cash provided by operating activities was    $85.4 million in 2007 compared with $99.3 million in 2006 and    $104.3 million in 2005. Working capital increased 6.7% in 2007,    decreased 13.3% in 2006, and increased 18.6% in 2005. The    considerable decline in working capital in 2006 was primarily    due to the company's increased investment in property and    equipment.

Net cash used in investing activities was    $39.1 million in 2007 compared to $108.5 million in 2006, and    $62.4 million in 2005. These funds were used primarily for the    purchases of new securities and property and equipment in the    three years presented. Property and equipment purchases during    2007 totaled $64.2 million compared to $100.0 million in 2006    and $55.5 million in 2005. As a percentage of sales, capital    expenditures were 2.8%, 4.5% and 2.5% in 2007, 2006 and 2005,    respectively.

The company's capital expansion program    includes the construction of new superstores, the expansion and    remodeling of existing units, the acquisition of sites for    future expansion, new technology purchases and the continued    upgrade of the company's processing and distribution    facilities. Company management estimates that its current    development plans will require an investment of approximately    $78.9 million in 2008.

Net cash used in financing          activities during 2007 was $32.7 million compared to          $32.5 million in 2006 and $30.8 million in 2005. At          December 29, 2007, the company had outstanding letters of          credit of $26.9 million.

Total cash dividend payments on common stock,    on a per share basis, amounted to $1.16 in 2007, $1.16 in 2006    and $1.12 in 2005. Treasury stock purchases amounted to $2.7    million in 2007, compared to $1.4 million in 2006 and $715,000    in 2005. The Board of Directors' 2004 resolution authorizing    the repurchase of up to one million shares of the company's    common stock has a remaining balance of 822,833    shares.

The company has no other commitment of    capital resources as of December 29, 2007, other than the lease    commitments on its store facilities under operating leases that    expire at various dates through 2026. The company anticipates    funding its working capital requirements and its $78.9 million    capital expansion program through internally generated cash    flows from operations.

The company's earnings and cash flows are    subject to fluctuations due to changes in interest rates as    they relate to available-for-sale securities and any future    long-term debt borrowings. The company's marketable securities    portfolio currently consist of Pennsylvania tax-free state and    municipal bonds, equity securities and other short-term    investments. Other short-term investments are classified as    cash equivalents on the Consolidated Balance Sheets.

By their nature, these financial instruments    inherently expose the holders to market risk. The extent of the    company's interest rate and other market risk is not    quantifiable or predictable with precision due to the    variability of future interest rates and other changes in    market conditions. However, the company believes that its    exposure in this area is not material.

Under its current policies, the          company invests primarily in high-grade marketable          securities and does not use interest rate derivative          instruments to manage exposure to interest rate          fluctuations. Historically, the company's principal          investment strategy of obtaining marketable securities          with maturity dates between one and five years helps to          minimize market risk and to maintain a balance between          risk and return. The equity securities owned by the          company consist primarily of stock held in large          capitalized companies trading on public security exchange          markets. The company's management continually monitors          the risk associated with its marketable securities. A          quantitative tabular presentation of risk exposure is          located in Item 7a.

**Page 9 of 32 (Form          10-K)**

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**WEIS MARKETS,    INC.**

**Item          7.      Management's          Discussion and Analysis of Financial Condition and          Results of Operations: (continued)**

**Contractual          Obligations**

The following table represents          scheduled maturities of the company's long-term          contractual obligations as of December 29,          2007.

|                                      |   | **Payments due by                  period** |
|-------------------------------------------|--------|---------------------------------------------|
|                                      |   |                                        |   | **Less                  than** |   |   |   |   |   | **More                  than** |
| *(dollars in                  thousands)* |   | **Total**                                   |   | **1                  year** |   | **1-3                  years** |   | **3-5                  years** |   | **5                  years** |
| Operating                  leases         | $      | 226,557                                     | $ |   28,900 | $ |   51,462 | $ |   37,388 | $ | 108,807 |
| Total                                     | $      | 226,557                                     | $ |   28,900 | $ |   51,462 | $ |   37,388 | $ | 108,807 |

**Critical Accounting          Estimates**

The company has chosen accounting          policies that it believes are appropriate to accurately          and fairly report its operating results and financial          position, and the company applies those accounting          policies in a consistent manner. The Significant          Accounting Policies are summarized in Note 1 to the          Consolidated Financial Statements.

The preparation of financial          statements in conformity with accounting principles          generally accepted in the United States of America          requires that the company makes estimates and assumptions          that affect the reported amounts of assets, liabilities,          revenues and expenses. These estimates and assumptions          are based on historical and other factors believed to be          reasonable under the circumstances. The company evaluates          these estimates and assumptions on an ongoing basis and          may retain outside consultants, lawyers and actuaries to          assist in its evaluation. The company believes the          following accounting policies are the most critical          because they involve the most significant judgments and          estimates used in preparation of its consolidated          financial statements.

****Vendor Allowances****

Vendor allowances that relate to          the company's buying and merchandising activities are          recorded as a reduction of cost of sales as they are          earned, in accordance with its underlying agreement.          Off-invoice and bill-back allowances are used to reduce          direct product costs upon the receipt of goods.          Promotional rebates and credits are accounted for as a          reduction in the cost of inventory and recognized when          the related inventory is sold. Volume incentive discounts          are realized as a reduction of cost of sales at the time          it is deemed probable and reasonably estimable that the          incentive target will be reached. Long-term contract          incentives, which require an exclusive vendor          relationship, are allocated over the life of the          contract. Promotional allowance funds for specific          vendor-sponsored programs are recognized as a reduction          of cost of sales as the program occurs and the funds are          earned per the agreement. Cash discounts for prompt          payment of invoices are realized in cost of sales as          invoices are paid. Warehouse and back-haul allowances          provided by suppliers for distributing their product          through our distribution system are recorded in cost of          sales as the required performance is completed. Warehouse          rack and slotting allowances are recorded in cost of          sales when new items are initially set up in the          company's distribution system, which is when the related          expenses are incurred and performance under the agreement          is complete. Swell allowances for damaged goods are          realized in cost of sales as provided by the supplier,          helping to offset product shrink losses also recorded in          cost of sales.

****Store Closing Costs****

The company provides for closed          store liabilities relating to the estimated post-closing          lease liabilities and related other exit costs associated          with the store closing commitments. The closed store          liabilities are usually paid over the lease terms          associated with the closed stores having remaining terms          ranging from one to five years. At December 29, 2007,          closed store lease liabilities totaled $2.0 million. The          company estimates the lease liabilities, net of estimated          sublease income, using the undiscounted rent payments of          closed stores. Other exit costs include estimated real          estate taxes, common area maintenance, insurance and          utility costs to be incurred after the store closes over          the remaining lease term. Store closings are generally          completed within one year after the decision to close.          Adjustments to closed store liabilities and other exit          costs primarily relate to changes in subtenants and          actual exit costs differing from original estimates.          Adjustments are made for changes in estimates in the          period in which changes become known. Any excess store          closing liability remaining upon settlement of the          obligation is reversed to income in the period that such          settlement is determined. Inventory write-downs, if any,          in connection with store closings, are classified in cost          of sales. Costs to transfer inventory and equipment from          closed stores are expensed as incurred. Store closing          liabilities are reviewed quarterly to ensure that any          accrued amount that is no longer needed for its          originally intended purpose is reversed to income in the          proper period.

**Page 10 of 32 (Form          10-K)**

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**WEIS MARKETS,    INC.**

**Item          7.      Management's          Discussion and Analysis of Financial Condition and          Results of Operations: (continued)**

**Critical Accounting Estimates          (continued)**

****Self-Insurance****

The company is self-insured for a          majority of its workers' compensation, general liability,          vehicle accident and associate medical benefit claims.          The self-insurance liability for most of the workers'          compensation claims is determined based on historical          data and an estimate of claims incurred but not reported.          The other self-insurance liabilities are determined          actuarially, based on claims filed and an estimate of          claims incurred but not yet reported. The company is          liable for associate health claims up to a lifetime          aggregate of $1,000,000 per member and for workers          compensation claims up to $2,000,000 per claim. Property          and casualty insurance coverage is maintained with          outside carriers at deductible or retention levels          ranging from $250,000 to $1,000,000. Significant          assumptions used in the development of the actuarial          estimates include reliance on the company's historical          claims data including average monthly claims and average          lag time between incurrence and reporting of the          claim.

****Forward-Looking    Statements****

In addition to historical          information, this Annual Report may contain          forward-looking statements. Any forward-looking          statements contained herein are subject to certain risks          and uncertainties that could cause actual results to          differ materially from those projected. For example,          risks and uncertainties can arise with changes in:          general economic conditions, including their impact on          capital expenditures; business conditions in the retail          industry; the regulatory environment; rapidly changing          technology and competitive factors, including increased          competition with regional and national retailers; and          price pressures. Readers are cautioned not to place undue          reliance on forward-looking statements, which reflect          management's analysis only as of the date hereof. The          company undertakes no obligation to publicly revise or          update these forward-looking statements to reflect events          or circumstances that arise after the date hereof.          Readers should carefully review the risk factors          described in other documents the company files          periodically with the Securities and Exchange          Commission.

**Certifications**

As required under Section          303A.12(a) of the New York Stock Exchange Listed Company          Manual, the company submitted a Chief Executive Officer          Certification to the New York Stock Exchange with no          qualifications on April 23, 2007. The company filed with          the Securities and Exchange Commission the Chief          Executive Officer and Chief Financial Officer          certifications as required under Section 302 of the          Sarbanes-Oxley Act in the prior years as an Exhibit to          Form 10-K.

**Item    7a.      Quantitative and    Qualitative Disclosures about Market Risk:**

| *(dollars in                thousands)*                         |   | **Expected                Maturity Dates** |   | **Fair                Value** |
|-----------------------------------------------------------------|--------|--------------------------------------------|--------|-------------------------------|
| *December 29,                2007*                              |   | **2008**                                   |   | **2009**                      |   | **2010** |   | **2011** |   | **2012** |   | **Thereafter** |   | **Total** |   | **Dec. 29,                2007** |
| Rate sensitive                assets:                           |   |                                       |   |                          |   |   |   |   |   |   |   |   |   |   |   |   |
|    Fixed interest rate                securities | $      | 1,200                                      | $      | 2,020                         | $ | 6,135 | $ | 2,040 | $ | ---    | $ | ---    | $ | 11,395 | $ | 11,774 |
|    Average interest                rate          |   | 2.97                                       | %      | 3.16                          | % | 3.48 | % | 4.11 | % | ---    |   | ---    |   | 3.48 | % |   |

**Other Relevant Market        Risks**The company's equity securities at          December 29, 2007 had a cost basis of $1,934,000 and a          fair value of $14,408,000. The dividend yield realized on          these equity investments was 4.34% in 2007. Market risk,          as it relates to equities owned by the company, is          discussed within the "Liquidity and Capital Resources"          section of "Management's Discussion and Analysis of          Financial Condition and Results of Operations" contained          within this report.

**Page 11 of 32 (Form    10-K)**

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**Item    8.      Financial Statements    and Supplementary Data:**

| **WEIS MARKETS,                INC.**                      |
|------------------------------------------------------------|
| **CONSOLIDATED                BALANCE SHEETS**             |
| *(dollars in                thousands)*                    |
| *December 29, 2007 and                  December 30, 2006* |

|                                                                                                                        |   | **2007**                                                                          |   |   | **2006**                                                                          |   |
|-----------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------|--------|--------|-----------------------------------------------------------------------------------|--------|
| **Assets**                                                                                                                  |   |                                                                              |   |   |                                                                              |   |
| Current:                                                                                                                    |   |                                                                              |   |   |                                                                              |   |
|   Cashand cash                  equivalents                                                                       | $      | 41,187                                                                            |   | $      | 27,545                                                                            |   |
|   Marketable securities                                                                                           |   | 26,182                                                                            |   |   | 38,163                                                                            |   |
|   Accounts receivable,                net                                                                         |   | 48,460                                                                            |   |   | 41,885                                                                            |   |
|   Inventories                                                                                                     |   | 193,732                                                                           |   |   | 189,468                                                                           |   |
|   Prepaid expenses                                                                                                |   |        3,317                                   |   |   |        3,932                                   |   |
|   Income                taxes recoverable                                                                         |   |         8,074                             |   |   |         ---      |   |
|            **Total current assets**                                  |        |     320,952                                                   |   |   |     300,993                                                   |   |
| Property and                equipment, net                                                                                  |   | 499,246                                                                           |   |   | 492,543                                                                           |   |
| Goodwill                                                                                                                    |   | 15,722                                                                            |   |   | 15,722                                                                            |   |
| Intangibleand other assets, net                                                                                             |   |         4,149                             |   |   |         4,804                             |   |
|            **Total assets**                                          | $      |     840,069                                                   |   | $      |     814,062                                                   |   |
| **Liabilities**                                                                                                             |   |                                                                              |   |   |                                                                                   |   |
| Current:                                                                                                                    |   |                                                                              |   |   |                                                                                   |   |
|   Accounts payable                                                                                                | $      | 111,555                                                                           |   | $      | 105,859                                                                           |   |
|   Accrued expenses                                                                                                |   | 23,036                                                                            |   |   | 22,307                                                                            |   |
|   Accrued self-insurance                                                                                          |   | 23,442                                                                            |   |   | 22,778                                                                            |   |
|   Payable to employee benefit                plans                                                                |   | 1,400                                                                             |   |   | 1,435                                                                             |   |
|   Income                taxes payable                                                                             |   |         ---      |   |   |                           865             |   |
|   Deferred income taxes                                                                                           |        |         4,134                             |        |        |            298             |        |
| **           Total                current liabilities**              |   |     163,567                                                   |   |   |     153,542                                                   |   |
| Postretirement benefit                  obligations                                                                         |   |      14,027                                              |   |   |      12,912                                              |   |
| Deferred income                taxes                                                                                        |   |       14,247                                        |   |   |       18,445                                        |   |
| **           Total                liabilities**                      |        |     191,841                                                   |        |        |     184,899                                                   |        |
| **Shareholders' Equity**                                                                                                    |   |                                                                              |   |   |                                                                              |   |
| Common stock, no                par value,100,800,000 shares                authorized,                                     |        |                                                                                   |        |        |                                                                                   |        |
|      33,044,357 and                33,009,046 shares issued, respectively                          |   | 9,830                                                                             |   |   | 8,595                                                                             |   |
| Retained                earnings                                                                                            |   | 779,760                                                                           |   |   | 760,531                                                                           |   |
| Accumulated other                comprehensive income, net                                                                  |   |         7,339                             |   |   |         6,084                             |   |
|                                                                                                                   |   | 796,929                                                                           |   |   | 775,210                                                                           |   |
| Treasury stock at                cost, 6,077,311 and 6,016,291 shares,                respectively                          |   |    (148,701                                                        | )      |   |    (146,047                                                        | )      |
|           ** Total shareholders' equity**                            |   |     648,228                                                   |   |   |     629,163                                                   |   |
|           ** Total liabilities and shareholders'            equity** | $      |     840,069                                                   |   | $      |     814,062                                                   |   |
| *See                accompanying notes to consolidated financial                statements.*                                |   |                                                                              |   |   |                                                                              |   |

 

 

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| **WEIS MARKETS, INC.**                                                                          |
|-------------------------------------------------------------------------------------------------|
| **CONSOLIDATED                STATEMENTS OF INCOME**                                            |
|                                                                                            |
| *(dollars in thousands,                  except shares and per share                  amounts)* |
| *For the Fiscal                Years Ended December 29, 2007,*                                  |

| *December 30, 2006                and December 31, 2005*                                     |   | **2007**                                                               |   | **2006**                                                               |   | **2005**                                                               |
|----------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------|--------|------------------------------------------------------------------------|--------|------------------------------------------------------------------------|
|                                                                                         |   | (**52                  Weeks)**                                        |   | (**52                  Weeks)**                                        |   | (**53                  Weeks)**                                        |
| Net                sales                                                                     | $      | 2,318,551                                                              | $      | 2,244,512                                                              | $      | 2,222,598                                                              |
| Cost of sales,                including warehousing and distribution                expenses |   |   1,716,424                                                  |   |   1,647,233                                                  |   |   1,634,874                                                  |
|     Gross profit on                sales                                 |   | 602,127                                                                |   | 597,279                                                                |   | 587,724                                                                |
| Operating, general                and administrative expenses                                |   |      527,378                                  |   |      515,675                                  |   |      491,499                                  |
|     Income from                operations                                |   | 74,749                                                                 |   | 81,604                                                                 |   | 96,225                                                                 |
| Investment                income                                                             |   |          3,010            |   |          4,484            |   |          3,081            |
|     Income before provision                for income taxes              |   | 77,759                                                                 |   | 86,088                                                                 |   | 99,306                                                                 |
| Provision for                income taxes                                                    |   |        26,769                       |   |        30,078                       |   |        35,885                       |
|     Net income                                                           | $      |        50,990                       | $      |        56,010                       | $      |        63,421                       |
|                                                                                         |   |                                                                   |   |                                                                   |   |                                                                   |
| Weighted-average                shares outstanding, basic                                    |   | 26,987,786                                                             |   | 27,016,877                                                             |   | 27,026,748                                                             |
| Weighted-average                shares outstanding, diluted                                  |   | 26,993,997                                                             |   | 27,027,198                                                             |   | 27,033,789                                                             |
|                                                                                         |   |                                                                   |   |                                                                        |   |                                                                        |
| Cash dividends per                share                                                      | $      |           1.16       | $      |           1.16       | $      |           1.12       |
| Basic and diluted                earnings per share                                          | $      |            1.89 | $      |            2.07 | $      |            2.35 |
| *See accompanying                notes to consolidated financial                statements.* |

 

 

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| **WEIS MARKETS, INC.**                                               |
|----------------------------------------------------------------------|
| **CONSOLIDATED STATEMENTS                  OF SHAREHOLDERS' EQUITY** |
|                                                                 |
| *(dollars in                thousands, except shares)*               |
| *For the Fiscal                Years Ended December 29, 2007,*       |

| *December 30, 2006                and December 31, 2005*                                                  |                                                                                              |   |                                                            |   |                                                                                  | **Accumulated**                   |                                                                                        |              |                                                                                        |       |                                                                                        |       |
|-----------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------|--------|---------------------------------------------------------------------------------------|-----------------------------------|---------------------------------------------------------------------------------------------|-------------------|---------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------|------------|
|                                                                                                      |                                                                                              |   |                                                            |   |                                                                                  |                              | **Other**                                                                                   |              |                                                                                        |       |                                                                                        | **Total**  |   |
|                                                                                                      | **Common****Stock**                                                                               |   | **Retained**                                                    |   | **Comprehensive**                                                                     | **Treasury                Stock** |                                                                                        | **Shareholders'** |                                                                                        |
|                                                                                                      | **Shares**                                                                                        |   | **Amount**                                                      |   | **Earnings**                                                                          |                              | **Income**                                                                                  | **Shares**        |                                                                                        | **Amount** |                                                                                        | **Equity** |   |
| **Balance at December 25,                  2004**                                                         |   32,997,157                                                                            | $      |     8,199                                   | $      |    702,714                                                             | $                                 |           4,747                           |              |    5,964,330                                                                 | $          |    (143,960                                                                  | )$         |    571,700 |   |
| Net                  income                                                                               |                        ---            |   |      ---      |   | 63,421                                                                                |                              |                        ---      |              |                        ---      |       |                        ---      |       | 63,421 |   |
| Other comprehensive loss,                  net of reclassification adjustments and                  tax   |                        ---            |   |      ---      |   |                       ---      |                              | (451                                                                                        | )                 |                        ---      |       |                        ---      |       |            (451 | ) |
|    Comprehensive                  income                                                   |                                                                                              |   |                                                            |   |                                                                                  |                              |                                                                                        |              |                                                                                        |       |                                                                                        |       |        62,970 |   |
| Shares issued for                  options                                                                | 5,200                                                                                             |   | 172                                                             |   |                       ---      |                              |                        ---      |              |                        ---      |       |                        ---      |       | 172 |   |
| Treasury stock                  purchased                                                                 |                        ---            |   |      ---      |   |       ---                      |                              |                        ---      |              | 18,131                                                                                      |       | (715                                                                                        | )          | (715 | ) |
| Dividends                  paid                                                                           |                         ---      |   |      ---      |   |     (30,270                                                       | )                                 |                        ---      |              |                        ---      |       |                        ---      |       |       (30,270 | ) |
| **Balance at December 31,                  2005**                                                         |   33,002,357                                                                            |   |      8,371                             |   |    735,865                                                             |                              |           4,296                           |              |     5,982,461                                                           |       |    (144,675                                                                  | )          |     603,857 |   |
| Net                  income                                                                               |                        ---            |   |      ---      |   |     56,010                                                        |                              |                        ---      |              |                        ---      |       |                        ---      |       | 56,010 |   |
| Other comprehensive                  income, net of reclassification adjustments and                  tax |                        ---            |   |      ---      |   |                       ---      |                              | 1,788                                                                                       |              |                        ---      |       |                        ---      |       |          1,788 |   |
|    Comprehensive                  income                                                   |                                                                                              |   |                                                            |   |                                                                                  |                              |                                                                                        |              |                                                                                        |       |                                                                                        |       |        57,798 |   |
| Shares issued for                  options                                                                | 6,689                                                                                             |   | 224                                                             |   |                       ---      |                              |                        ---      |              |                   3,498                                                           |       |                        (154                              | )          | 70 |   |
| Treasury stock                  purchased                                                                 |                        ---            |   |      ---      |   |       ---                      |                              |                        ---      |              | 30,332                                                                                      |       | (1,218                                                                                      | )          | (1,218 | ) |
| Dividends                  paid                                                                           |                         ---      |   |      ---      |   |     (31,344                                                       | )                                 |                        ---      |              |                        ---      |       |                        ---      |       |      (31,344 | ) |
| **Balance at December 30,                  2006**                                                         |   33,009,046                                                                            |   |      8,595                             |   |    760,531                                                             |                              |           6,084                           |              |     6,016,291                                                           |       |    (146,047                                                                  | )          |     629,163 |   |
| Net                  income                                                                               |                        ---            |   |      ---      |   |     50,990                                                        |                              |                        ---      |              |                        ---      |       |                        ---      |       | 50,990 |   |
| Other comprehensive                  income, net of reclassification adjustments and                  tax |                        ---            |   |      ---      |   |                       ---      |                              | 1,255                                                                                       |              |                        ---      |       |                        ---      |       |          1,255 |   |
|    Comprehensive                  income                                                   |                                                                                              |   |                                                            |   |                                                                                  |                              |                                                                                        |              |                                                                                        |       |                                                                                        |       |        52,245 |   |
| Cumulative effect                of change in accounting for income                taxes                  |     ---                                              |   |     ---            |   | (452                                                                                  | )                                 |     ---                                        |              |     ---                                        |       |     ---                                        |       | (452 | ) |
| Shares issued for                  options                                                                | 35,311                                                                                            |   | 1,235                                                           |   |                       ---      |                              |                        ---      |              |                   25,561                                                          |       |                     (1,155                                              | )          | 80 |   |
| Treasury stock                  purchased                                                                 |                        ---            |   |      ---      |   |       ---                      |                              |                        ---      |              | 35,459                                                                                      |       | (1,499                                                                                      | )          | (1,499 | ) |
| Dividends                  paid                                                                           |                         ---      |   |      ---      |   |     (31,309                                                       | )                                 |                        ---      |              |                        ---      |       |                        ---      |       |      (31,309 | ) |
| **Balance at December 29,                  2007**                                                         | 33,044,357                                                                                        | $      |      9,830                             | $      |    779,760                                                             | $                                 |         7,339                                       |              |   6,077,311                                                                       | $          |    (148,701                                                                  | )$         |     648,228 |   |
| *See accompanying                notes to consolidated financial                statements.*              |

 

 

**Page 14 of 32 (Form    10-K)**

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Table of    Contents****

| **WEIS MARKETS, INC.**                                         |
|----------------------------------------------------------------|
| **CONSOLIDATED STATEMENTS                  OF CASH FLOWS**     |
|                                                           |
| *(dollars in                thousands)*                        |
| *For the Fiscal                Years Ended December 29, 2007,* |

| *December 30,                2006 and December 31, 2005*                                      |   | **2007**                                                                                                      |   | **2006**                                                                           |   | **2005**                                                                                      |   |
|-----------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------|--------|
|                                                                                          |   | (**52                  Weeks)**                                                                               |   | (**52                  Weeks)**                                                    |   | (**53                  Weeks)**                                                               |   |
| **Cash flows from                operating activities:**                                      |   |                                                                                                          |   |                                                                               |   |                                                                                          |   |
|  Net                income                                                               | $      | 50,990                                                                                                        | $      | 56,010                                                                             | $      | 63,421                                                                                        |   |
|  Adjustments                to reconcile net income to                                   |   |                                                                                                          |   |                                                                               |   |                                                                                          |   |
|       net cash                provided by operating activities: |   |                                                                                                          |   |                                                                               |   |                                                                                          |   |
|    Depreciation                                                                |   | 47,511                                                                                                        |   | 45,000                                                                             |   | 43,875                                                                                        |   |
|    Amortization                                                                |   | 7,331                                                                                                         |   | 6,020                                                                              |   | 6,231                                                                                         |   |
|    (Gain) loss on disposition /                impairment of fixed assets      |   | (8,031                                                                                                        | )      | 974                                                                                |   | 519                                                                                           |   |
|    Gain on sale of marketable                securities                        |   | (6                                                                                                            | )      | (431                                                                               | )      | (422                                                                                          | )      |
|    Changes in operating assets                and liabilities:                 |   |                                                                                                          |   |                                                                               |   |                                                                                          |   |
|      Inventories                                                     |   | (4,264                                                                                                        | )      | (10,086                                                                            | )      | (14,338                                                                                       | )      |
|      Accounts                receivable and prepaid expenses         |   | (5,960                                                                                                        | )      | (1,365                                                                             | )      | (3,424                                                                                        | )      |
|       Income                taxes recoverable                   |   | (8,074                                                                                                        | )      | ---                                                  |   | 1,729                                                                                         |   |
|      Accounts payable                and other liabilities           |   | 8,169                                                                                                         |   | 10,277                                                                             |   | 7,636                                                                                         |   |
|       Income                taxes payable                       |   | (1,317                                                                                                        | )      | (1,155                                                                             | )      | 2,020                                                                                         |   |
|      Deferred income                taxes                            |   | (1,252                                                                                                        | )      | (5,762                                                                             | )      | (2,845                                                                                        | )      |
|      Other                                                           |   |                              345             |   |              (201 | )      |                (98 | )      |
|   Net                cash provided by operating activities                          |   |          85,442                                                  |   |          99,281                       |   |        104,304                                             |   |
|                                                                                          |   |                                                                                                          |   |                                                                               |   |                                                                                          |   |
| **Cash flows from                investing activities:**                                      |   |                                                                                                          |   |                                                                               |   |                                                                                          |   |
|  Purchase of                property and equipment                                       |   | (64,233                                                                                                       | )      | (99,975                                                                            | )      | (55,468                                                                                       | )      |
|  Proceeds                from the sale of property and equipment                         |   | 11,374                                                                                                        |   | 2,696                                                                              |   | 291                                                                                           |   |
|  Purchase of                marketable securities                                        |   | ---                                                                             |   | (33,020                                                                            | )      | (8,248                                                                                        | )      |
|  Proceeds                from maturities of marketable                securities         |   | 13,780                                                                                                        |   | 15,745                                                                             |   | ---                                                             |   |
|  Proceeds                from sale of marketable securities                              |   |                   7 |   |            6,010            |   |            1,000                       |   |
|  Net cash                used in investing activities                                    |   |                        (39,072                                             | )      |                      (108,544                             | )      |                        (62,425                             | )      |
|                                                                                          |   |                                                                                                          |   |                                                                               |   |                                                                                          |   |
| **Cash flows from                financing activities:**                                      |   |                                                                                                          |   |                                                                               |   |                                                                                          |   |
|  Proceeds                from issuance of common stock                                   |   | 1,235                                                                                                         |   | 224                                                                                |   | 172                                                                                           |   |
|  Dividends                paid                                                           |   | (31,309                                                                                                       | )      | (31,344                                                                            | )      | (30,270                                                                                       | )      |
|  Purchase of                treasury stock                                               |   |           (2,654                                            | )      |           (1,372                 | )      |              (715            | )      |
|   Net                cash used in financing activities                              |   |         (32,728                                                       | )      |         (32,492                            | )      |         (30,813                                       | )      |
|                                                                                          |   |                                                                                                          |   |                                                                               |   |                                                                                          |   |
| Net increase                (decrease) in cash andcash                  equivalents           |   | 13,642                                                                                                        |   | (41,755                                                                            | )      | 11,066                                                                                        |   |
| Cash andcash equivalentsat beginning of year                                                  |   |          27,545                                                  |   |          69,300                       |   |          58,234                                  |   |
| Cash andcash equivalentsat end of year                                                        | $      |          41,187                                                  | $      |          27,545                       | $      |          69,300                                  |   |
| *See                accompanying notes to consolidated financial                statements.*  |        |                                                                                                          |        |                                                                               |        |                                                                                          |        |

 

 

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Table of    Contents

**Notes to Consolidated    Financial Statements**

**Note 1 Summary of Significant          Accounting Policies**

The following is a summary of the          significant accounting policies utilized in preparing the          company's consolidated financial statements:

**(a) Description of          Business**

Weis Markets, Inc. is a          Pennsylvania business corporation formed in 1924. The          company is engaged principally in the retail sale of food          in Pennsylvania and surrounding states. There was no          material change in the nature of the company's business          during fiscal 2007.

**(b) Definition of Fiscal          Year**

The company's fiscal year ends on          the last Saturday in December. Fiscal 2007, 2006 and 2005          were comprised of 52 weeks, 52 weeks and 53 weeks,          respectively.

**(c) Principles of          Consolidation**

The consolidated financial          statements include the accounts of the company and its          subsidiaries. All significant intercompany accounts and          transactions have been eliminated in          consolidation.

**(d) Use of          Estimates**

Management of the company has made          a number of estimates and assumptions relating to the          reporting of assets and liabilities and the disclosure of          contingent assets and liabilities to prepare these          consolidated financial statements in conformity with          accounting principles generally accepted in the United          States of America. Actual results could differ from those          estimates.

**(e)          Reclassifications**

The company reclassified "Other          income" as originally reported for the fiscal year ended          December 31, 2005 in the amount of $16.3 million. Prior          to the reclassification, "Other income" included net          rental income, coupon-handling fees, store service          commissions, cardboard salvage, gain or loss on the          disposition of fixed assets and interest expense. The          majority of items were reclassified as reductions of          "Operating, general and administrative expenses." Items          which related to distribution were reclassified as "Cost          of sales, including warehousing and distribution          expenses." An immaterial amount of interest expense was          netted with "Investment income."

The following table summarizes the          changes to originally reported amounts and subtotals in          the 2005 Consolidated Statements of Income:

|                                                                                                                 |   | **As**                                     |   |                                                                              |
|----------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------|--------|-----------------------------------------------------------------------------------|
|                                                                                                                 |   | **Originally**                             |   | **As**                                                                            |
|                                                                                                                 |   | **Reported**                               |   | **Reclassified**                                                                  |
| *(**dollars in                thousands)*                                                                            |   | **2005**                                   |   | **2005**                                                                          |
| Net sales (not                  reclassified, for presentation only)                                                 | $      | 2,222,598                                  | $      | 2,222,598                                                                         |
| Cost of sales, including                  warehousing and distribution expenses                                      |   |  1,636,137                            |   |  1,634,874                                                                   |
| Gross profit on                  sales                                                                               |   | 586,461                                    |   | 587,724                                                                           |
| Operating, general and                  administrative expenses                                                      |   |     506,900            |   |     491,499                                                   |
| Income from                  operations                                                                              |   | 79,561                                     |   | 96,225                                                                            |
| Investment                  income                                                                                   |   | 3,408                                      |   | 3,081                                                                             |
| Other income,                  net                                                                                   |   |       16,337 |   |          ---     |
| Income before provision                  for income taxes (not reclassified, for                  presentation only) | $      |       99,306 | $      |       99,306                                        |

**(f) Cash and Cash Equivalents           **

The company considers investments          with an original maturity of three months or less to be          cash equivalents. Investment amounts classified as cash          equivalents as of December 29, 2007 and December 30, 2006          totaled $33.0 million and $23.5 million,          respectively.

**(g) Marketable          Securities**

Marketable securities consist of          Pennsylvania tax-free state and municipal bonds and          equity securities. By policy, the company invests          primarily in high-grade marketable securities. The          company classifies all of its marketable securities as          available-for-sale.

**Page 16 of 32 (Form    10-K)**

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Table of    Contents

**Note 1 Summary of Significant Accounting    Policies (continued)**

**(g) Marketable Securities          (continued)**

Available-for-sale securities are          recorded at fair value as determined by quoted market          price based on national markets. Unrealized holding gains          and losses, net of the related tax effect, are excluded          from earnings and are reported as a separate component of          shareholders' equity until realized. A decline in the          fair value below cost that is deemed other than temporary          results in a charge to earnings and the establishment of          a new cost basis for the security. Dividend and interest          income is recognized when earned. Realized gains and          losses are included in earnings and are derived using the          specific identification method for determining the cost          of securities.

**(h) Accounts          Receivable**

Accounts receivable are stated net          of an allowance for uncollectible accounts of $1.1          million and $1.1 million as of December 29, 2007 and          December 30, 2006, respectively. The reserve balance          relates to amounts due from pharmacy third party          providers and customer returned checks. The company          maintains an allowance for the amount of receivables          deemed to be uncollectible and calculates this amount          based upon historical collection activity adjusted for          current conditions. Customer electronic payments accepted          at the point of sale are classified as accounts          receivable until collected.

**(i) Inventories**

Inventories are valued at the          lower of cost or market, using both the last-in,          first-out (LIFO) and average cost methods. The company          evaluates inventory shortages throughout the year based          on actual physical counts in its facilities. Allowances          for inventory shortages are recorded based on the results          of these counts and to provide for estimated shortages          from the last phyiscal count to the financial statement          date. See additional disclosures regarding inventories in          Note 3.

**(j) Property and          Equipment**

Property and equipment are          recorded at cost. Depreciation is provided on the cost of          buildings and improvements and equipment principally          using accelerated methods. Leasehold improvements are          amortized using the straight line method over the terms          of the leases or the useful lives of the assets,          whichever is shorter.

Maintenance and repairs are          expensed and renewals and betterments are capitalized.          When assets are retired or otherwise disposed of, the          assets and accumulated depreciation are removed from the          respective accounts and any profit or loss on the          disposition is credited or charged to "Operating, general          and administrative expenses."

**(k) Goodwill and Intangible          Assets**

The company follows Financial          Accounting Standards Board ("FASB") Statement of          Financial Accounting Standards No. 142, "Goodwill and          Other Intangible Assets" ("SFAS 142"), which establishes          that intangible assets with an indefinite useful life          shall not be amortized until their useful life is          determined to be no longer indefinite and should be          tested for impairment annually or more frequently if          events or changes in circumstances indicate that the          asset might be impaired. SFAS 142 states that goodwill          should not be amortized but tested for impairment for          each reporting unit, on an annual basis and between          annual tests in certain circumstances. Intangible assets          with a definite useful life are generally amortized over          periods ranging from 15 to 20 years. Estimated          amortization expense for the next five fiscal years is          approximately $374,000 in 2008, $343,000 in 2009,          $329,000 in 2010 and 2011, and $325,000 in 2012. As of          December 29, 2007, the company has no intangible assets,          other than goodwill, with indefinite lives.

**(l) Impairment of Long-Lived          Assets**

In accordance with FASB Statement          of Financial Accounting Standards No. 144, "Accounting          for the Impairment or Disposal of Long-Lived Assets"          ("SFAS 144"), the company periodically evaluates the          period of depreciation or amortization for long-lived          assets to determine whether current circumstances warrant          revised estimates of useful lives. The company reviews          its property and equipment for impairment whenever events          or changes in circumstances indicate the carrying value          of an asset may not be recoverable. Recoverability is          measured by a comparison of the carrying amount to the          net undiscounted cash flows expected to be generated by          the asset. An impairment loss would be recorded for the          excess of net book value over the fair value of the asset          impaired. The fair value is estimated based on expected          discounted future cash flows.

With respect to owned property and          equipment associated with closed stores, the value of the          property and equipment is adjusted to reflect recoverable          values based on the company's prior history of disposing          of similar assets and current economic          conditions.

**Page 17 of 32 (Form    10-K)**

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Table of    Contents

**Note 1 Summary of Significant Accounting    Policies (continued)**

**(l) Impairment of Long-Lived          Assets (continued)**

The results of impairment tests          are subject to management's estimates and assumptions of          projected cash flows and operating results. The company          believes that, based on current conditions, materially          different reported results are not likely to result from          long-lived asset impairments. However, a change in          assumptions or market conditions could result in a change          in estimated future cash flows and the likelihood of          materially different reported results.

**(m) Store Closing          Costs**

In accordance with FASB Statement          of Financial Accounting Standards No. 146, "Accounting          for Costs Associated with Exit or Disposal Activities"          ("SFAS 146"), the company provides for closed store          liabilities relating to the estimated post-closing lease          liabilities and related other exit costs associated with          the store closing commitments. The closed store          liabilities are usually paid over the lease terms          associated with the closed stores having remaining terms          ranging from one to five years. Closed store lease          liabilities totaled $2.0 million and $1.9 million at          December 29, 2007 and December 30, 2006, respectively.          The company estimates the lease liabilities, net of          estimated sublease income, using the undiscounted rent          payments of closed stores.

**(n)          Self-Insurance**

The company is self-insured for a          majority of its workers' compensation, general liability,          vehicle accident and associate medical benefit claims.          Self-insurance costs are accrued based upon the aggregate          of the liability for reported claims and an estimated          liability for claims incurred but not reported. The          company is liable for associate health claims up to a          lifetime aggregate of $1,000,000 per member and for          workers' compensation claims up to $2,000,000 per claim.          Property and casualty insurance coverage is maintained          with outside carriers at deductible or retention levels          ranging from $250,000 to $1,000,000.

**(o) Stock Option          Plan**

As of December 31, 2004, no awards          may be granted under the company's 1995 Stock Option          Plan. The last options granted under the Plan in 2002          will expire in 2012. See additional disclosures regarding          remaining outstanding options in Note 7.

**(p) Income Taxes**

Under the asset and liability          method of FASB Statement of Financial Accounting          Standards No. 109, "Accounting for Income Taxes" ("SFAS          109"), 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. 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.

**(q) Earnings Per          Share**

Earnings per share are based on          the weighted-average number of common shares outstanding.          Diluted earnings per share are based on the          weighted-average number of common shares outstanding,          plus the incremental shares that would have been          outstanding upon the assumed exercise of all dilutive          stock options, subject to antidilution limitations. Basic          and diluted earnings per share are the same amounts for          each period presented.

**(r) Revenue          Recognition**

Revenue from the sale of products          to the company's customers is recognized at the point of          sale. Discounts provided to customers at the point of          sale through the Weis Club Preferred Shopper loyalty          program are recognized as a reduction in sales as          products are sold. Periodically, the company will run a          point based sales incentive program that rewards          customers with future sales discounts. The company makes          reasonable and reliable estimates of the amount of future          discounts based upon historical experience and its          customer data tracking software. Sales are reduced by          these estimates over the life of the program. Discounts          to customers at the point of sale provided by vendors,          usually in the form of paper coupons, are not recognized          as a reduction in sales provided the discounts are          redeemable at any retailer that accepts those discounts.          The company does not recognize revenue when it sells gift          cards, but rather revenue is recognized at the time of          customer redemption for products. The company does not          record gift card breakage, thus maintaining gift cards          sold at their full liability to the consumer. Merchandise          return activity is immaterial to revenues.

**Page 18 of 32 (Form    10-K)**

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Table of    Contents

**Note 1 Summary of Significant Accounting    Policies (continued)**

**(s) Cost of Sales, Including          Warehousing and Distribution Expenses**

"Cost of sales, including          warehousing and distribution expenses" consists of direct          product costs (net of discounts and allowances),          warehouse costs, transportation costs and manufacturing          facility costs.

**(t) Vendor          Allowances**

Vendor allowances that relate to          the company's buying and merchandising activities are          recorded as a reduction of cost of sales as they are          earned, in accordance with its underlying agreement.          Off-invoice and bill-back allowances are used to reduce          direct product costs upon the receipt of goods.          Promotional rebates and credits are accounted for as a          reduction in the cost of inventory and recognized when          the related inventory is sold. Volume incentive discounts          are realized as a reduction of cost of sales at the time          it is deemed probable and reasonably estimable that the          incentive target will be reached. Long-term contract          incentives, which require an exclusive vendor          relationship, are allocated over the life of the          contract. Promotional allowance funds for specific          vendor-sponsored programs are recognized as a reduction          of cost of sales as the program occurs and the funds are          earned per the agreement. Cash discounts for prompt          payment of invoices are realized in cost of sales as          invoices are paid. Warehouse and back-haul allowances          provided by suppliers for distributing their product          through our distribution system are recorded in cost of          sales as the required performance is completed. Warehouse          rack and slotting allowances are recorded in cost of          sales when new items are initially set up in the          company's distribution system, which is when the related          expenses are incurred and performance under the agreement          is complete. Swell allowances for damaged goods are          realized in cost of sales as provided by the supplier,          helping to offset product shrink losses also recorded in          cost of sales.

Vendor allowances recorded as          credits in cost of sales totaled $44.6 million in 2007,          $42.6 million in 2006, and $40.7 million in 2005. Vendor          paid cooperative advertising credits totaled $16.7          million in 2007, $16.5 million in 2006, and $16.8 million          in 2005. These credits were netted against advertising          costs within "Operating, general and administrative          expenses." The company had accounts receivable due from          vendors of $800,000 and $600,000 for earned advertising          credits and $6.4 million and $7.2 million for earned          promotional discounts as of December 29, 2007 and          December 30, 2006, respectively. The company had $805,000          and $1.5 million in unearned revenue included in accrued          liabilities for unearned vendor programs under long-term          contracts for display and shelf space allocation as of          December 29, 2007 and December 30, 2006,          respectively.

**(u) Operating, General and          Administrative Expenses**

Business operating costs including          expenses generated from administration and purchasing          functions, are recorded in "Operating, general and          administrative expenses" in the Consolidated Statements          of Income. Business operating costs include items such as          wages, benefits, utilities, repairs and maintenance,          advertising costs and credits, rent, insurance, equipment          depreciation, leasehold amortization and costs for          outside provided services.

**(v) Advertising          Costs**

The company expenses advertising          costs as incurred. The company recorded advertising          expense, before vendor paid cooperative advertising          credits, of $25.2 million in 2007, $26.1 million in 2006,          and $24.6 million in 2005 in "Operating, general and          administrative expenses."

**(w) Rental          Income**

The company leases or subleases          space to tenants in owned, vacated and open store          facilities. Rental income is recorded when earned as a          component of "Operating, general and administrative          expenses." All leases are operating leases, as disclosed          in Note 5, and do not contain upfront          considerations.

**(x) Current Relevant Accounting          Standards**

In June 2006, the FASB issued FASB          Interpretation No. 48, "Accounting for Uncertainty in          Income Taxes: an Interpretation of FASB Statement No.          109" ("FIN 48"). FIN 48, which clarifies SFAS 109,          establishes the criterion that an individual tax position          has to meet for some or all of the benefits of that          position to be recognized in the company's financial          statements.

The company adopted FIN 48 on          December 31, 2006. The adoption of FIN 48 did not have a          material effect on the company's consolidated financial          statements. See additional disclosures regarding income          taxes in Note 8.

**Page 19 of 32 (Form    10-K)**

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Table of    Contents

**Note 1 Summary of Significant Accounting    Policies (continued)**

**(x) Current Relevant Accounting          Standards (continued)**

In September 2006, the FASB issued          Statement of Financial Accounting Standards No. 157,          "Fair Value Measurements" ("SFAS 157"). SFAS 157 defines          fair value, establishes a framework for measuring fair          value in generally accepted accounting principles, and          expands disclosures about fair value measurements. SFAS          157 does not require any new fair value measurements.          SFAS 157 is effective for fiscal years beginning after          November 15, 2007. The company is currently assessing the          impact of SFAS 157 on its financial          statements.

In February 2007, the FASB issued          Statement of Financial Accounting Standards No. 159, "The          Fair Value Option for Financial Assets and Financial          Liabilities – Including an amendment of FASB          Statement No. 115" ("SFAS 159"). SFAS 159 permits          entities to choose to measure certain financial assets          and liabilities at fair value at specified election          dates. The fair value option may be applied instrument by          instrument (with a few exceptions), is irrevocable and is          applied only to entire instruments and not to portions of          instruments. Unrealized gains and losses on items for          which the fair value option has been elected are to be          reported in earnings at each subsequent reporting date.          SFAS 159 is effective for fiscal years beginning after          November 15, 2007. The company is currently assessing the          impact of SFAS 159 on its financial          statements.

**Note 2 Marketable        Securities**    Marketable securities, as of December 29, 2007 and December 30,    2006, consisted of:

|                                                                    |   |                                                  |   | **Gross**                                  |   | **Gross**                                                                                   |   |                                       |
|-------------------------------------------------------------------------|--------|-------------------------------------------------------|--------|--------------------------------------------|--------|---------------------------------------------------------------------------------------------|--------|--------------------------------------------|
|                                                                    |   |                                                  |   | **Unrealized**                             |   | **Unrealized**                                                                              |   |                                       |
| *(dollars in                thousands)*                                 |   | **Amortized**                                         |   | **Holding**                                |   | **Holding**                                                                                 |   | **Fair**                                   |
| *December 29,                2007*                                      |   | **Cost**                                              |   | **Gains**                                  |   | **Losses**                                                                                  |   | **Value**                                  |
| Available-for-sale:                                                     |   |                                                  |   |                                       |   |                                                                                        |   |                                       |
|    Pennsylvania state and                municipal bonds | $      | 11,704                                                | $      | 76                                         | $      | 6                                                                                           | $      | 11,774                                     |
|    Equity securities                                     |   |         1,934 |   |       12,483 |   |                9 |   |       14,408 |
|                                                                    | $      |       13,638            | $      |       12,559 | $      |              15            | $      |       26,182 |

|                                                                    |   |                                                  |   | **Gross**                                  |   | **Gross**                                                                                   |   |                                       |
|-------------------------------------------------------------------------|--------|-------------------------------------------------------|--------|--------------------------------------------|--------|---------------------------------------------------------------------------------------------|--------|--------------------------------------------|
|                                                                    |   |                                                  |   | **Unrealized**                             |   | **Unrealized**                                                                              |   |                                       |
| *(**dollars in                thousands)*                               |   | **Amortized**                                         |   | **Holding**                                |   | **Holding**                                                                                 |   | **Fair**                                   |
| *December 30,                2006*                                      |   | **Cost**                                              |   | **Gains**                                  |   | **Losses**                                                                                  |   | **Value**                                  |
| Available-for-sale:                                                     |   |                                                  |   |                                       |   |                                                                                        |   |                                       |
|    Pennsylvania state and                municipal bonds | $      | 25,830                                                | $      | 14                                         | $      | 79                                                                                          | $      | 25,765                                     |
|    Equity securities                                     |   |         1,935 |   |       10,464 |   |                1 |   |       12,398 |
|                                                                    | $      |       27,765            | $      |       10,478 | $      |              80            | $      |       38,163 |

Maturities of marketable securities    classified as available-for-sale at December 29, 2007, were as    follows:

|                                                                                                           |   | **Amortized**                                         |   | **Fair**                                   |
|----------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------|--------|--------------------------------------------|
| *(**dollars in                thousands)*                                                                      |   | **Cost**                                              |   | **Value**                                  |
| Available-for-sale:                                                                                            |   |                                                  |   |                                       |
|    Due within one                year                                                           | $      | 1,220                                                 | $      | 1,220                                      |
|    Due within one year through                five years                                        |   | 10,484                                                |   | 10,554                                     |
|    Equity securities                                                                            |   |         1,934 |   |       14,408 |
|                                                                                                           | $      |       13,638            | $      |       26,182 |
|                                                                                                           |   |                                                  |   |                                       |
| See additional                disclosures regarding marketable securities in                Notes 1(g) and 11. |   |                                                  |   |                                       |

**Page 20 of 32 (Form    10-K)**

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**Note 3 Inventories**    Merchandise inventories, as of December 29, 2007 and December    30, 2006, were valued as follows:

| *(**dollars in                thousands)* |   | **2007**                                   |   | **2006**                                   |
|-------------------------------------------|--------|--------------------------------------------|--------|--------------------------------------------|
| LIFO                                      | $      | 154,268                                    | $      | 150,397                                    |
| Average                cost               |   |       39,464 |   |       39,071 |
|                                      | $      |     193,732            | $      |     189,468            |

Management believes the use of the          LIFO method for valuing certain inventories represents          the most appropriate matching of costs and revenues in          the company's circumstances. If all inventories were          valued on the average cost method, which approximates          current cost, total inventories would have been          $54,494,000 and $47,314,000 higher than as reported on          the above methods as of December 29, 2007 and December          30, 2006, respectively. During 2005, the company had          certain decrements in its LIFO pools, which had an          insignificant impact on the cost of sales.

**Note 4 Property and        Equipment**    Property and equipment, as of December 29, 2007 and December    30, 2006, consisted of:

|                                                          | **Useful                Life** |   |                      |   |                      |
|---------------------------------------------------------------|--------------------------------|--------|---------------------------|--------|---------------------------|
| *(dollars in                thousands)*                       | **(in                years)**  |   | **2007**                  |   | **2006**                  |
| Land                                                          |                           | $      | 85,158                    | $      | 84,094                    |
| Buildings and                improvements                     | 10-60                          |   | 404,784                   |   | 391,357                   |
| Equipment                                                     |   3-12               |   | 608,458                   |   | 585,213                   |
| Leasehold                improvements                         |   5-20               |   |    130,978 |   |    121,263 |
|    Total, at cost                              |                           |   | 1,229,378                 |   | 1,181,927                 |
| Less accumulated                depreciation and amortization |                           |   |    730,132 |   |    689,384 |
|                                                          |                           | $      |    499,246 | $      |    492,543 |

**Note 5 Lease Commitments**At December 29, 2007, the company          leased approximately 55% of its open store facilities          under operating leases that expire at various dates          through 2026. These leases generally provide for fixed          annual rentals; however, several provide for minimum          annual rentals plus contingent rentals as a percentage of          annual sales and a number of leases require the company          to pay for all or a portion of insurance, real estate          taxes, water and sewer rentals, and repairs, the cost of          which is charged to the related expense category rather          than being accounted for as rent expense. Most of the          leases contain multiple renewal options, under which the          company may extend the lease terms from 5 to 20 years.          Rents on operating leases, including agreements with step          rents, are charged to expense on a straight-line basis          over the minimum lease term. The company does not have          any leases that include capital improvement funding or          other lease concessions.

Rent expense and income on all leases    consisted of:

| *(dollars in                thousands)* |   | **2007**                 |   | **2006**                 |   | **2005**                 |   |
|-----------------------------------------|--------|--------------------------|--------|--------------------------|--------|--------------------------|--------|
| Minimum annual                rentals   | $      | 30,370                   | $      | 30,147                   | $      | 29,752                   |   |
| Contingent                rentals       |   | 354                      |   | 333                      |   | 303                      |   |
| Lease or sublease                income |   |    (6,466 | )      |    (6,757 | )      |    (7,820 | )      |
|                                    | $      |   24,258       | $      |   23,723       | $      |   22,235       |   |

**Page 21 of 32 (Form    10-K)**

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**Note 5 Lease Commitments    (continued)**

The following is a schedule by          years of future minimum rental payments required under          operating leases and total minimum sublease and lease          rental income to be received that have initial or          remaining noncancelable lease terms in excess of one year          as of December 29, 2007.

| *(dollars in                thousands)* |   | **Leases**                |   | **Subleases**                                        |   |
|-----------------------------------------|--------|---------------------------|--------|------------------------------------------------------|--------|
| 2008                                    | $      | 28,900                    | $      | (4,580                                               | )      |
| 2009                                    |   | 27,774                    |   | (4,091                                               | )      |
| 2010                                    |   | 23,688                    |   | (3,435                                               | )      |
| 2011                                    |   | 19,781                    |   | (2,462                                               | )      |
| 2012                                    |   | 17,607                    |   | (1,038                                               | )      |
| Thereafter                              |   |    108,807 |   |                      (2,587 | )      |
|                                    | $      |    226,557 | $      |     (18,193                      | )      |

The company has $1,791,000 accrued          as of December 29, 2007, for future minimum rental          payments due on previously closed stores, reduced by the          estimated sublease income to be received. The future          minimum rental payments required under operating leases          and estimated sublease income for these locations are          included in the above schedule.

**Note 6 Retirement Plans**The company has a contributory          retirement savings plan (401(k)) covering substantially          all full-time associates, a noncontributory          profit-sharing plan covering eligible associates, a          noncontributory employee stock bonus plan covering          eligible associates and three supplemental retirement          plans covering highly compensated employees of the          company. An eligible associate as defined in the Weis          Markets, Inc. Profit Sharing Plan and the Weis Markets,          Inc. Employee Stock Bonus Plan includes certain salaried          associates, store management and administrative support          personnel. The company's policy is to fund 401(k),          profit-sharing and stock bonus costs as accrued, but not          supplemental retirement costs. Contributions to the          401(k) plan, the profit-sharing plan and the stock bonus          plan are made at the sole discretion of the          company.

Retirement plan costs:

| *(dollars in                thousands)*              |   | **2007**                                                                        |   | **2006**                                                                             |   | **2005**                                                                              |   |
|------------------------------------------------------|--------|---------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------|--------|
| Retirement savings                plan               | $      | 1,034                                                                           | $      | 1,006                                                                                | $      | 988                                                                                   |   |
| Profit-sharing                plan                   |   | 922                                                                             |   | 900                                                                                  |   | 896                                                                                   |   |
| Employee stock                bonus plan             |   |     ---                            |   | 40                                                                                   |   | 40                                                                                    |   |
| Deferred compensation                  plan          |   | 435                                                                             |   | 500                                                                                  |   | 516                                                                                   |   |
| Supplemental                retirement plan          |   | 396                                                                             |   | 965                                                                                  |   | 777                                                                                   |   |
| Pharmacist                deferred compensation plan |   |                           (75 | )      |                            46 |   |               8 |   |
|                                                 | $      |        2,712                                 | $      |        3,457                                      | $      |        3,225                                       |   |

The Weis Markets, Inc. Employee Stock Bonus    Plan was terminated as of December 31, 2006 and all    contributions under the Weis Markets, Inc. Employee Stock Bonus    Plan ceased as of December 31, 2006.

The company maintains a          non-qualified deferred compensation plan for the payment          of specific amounts of annual retirement benefits to          certain officers or their beneficiaries over an          actuarially computed normal life expectancy. The benefits          are determined through actuarial calculations dependent          on the age of the recipient, using an assumed discount          rate. The plan is unfunded and accounted for on an          accrual basis. The projected benefit obligations are          equal to the liability for pension benefits included in          "Payable to employee benefit plans" and "Postretirement          benefit obligations" in the Consolidated Balance          Sheets.

**Page 22 of 32 (Form    10-K)**

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**Note 6 Retirement Plans    (continued)**    Change in the benefit obligations:

| *(dollars in                thousands)*                                                               |   | **2007**                                                                        |   | **2006**                                                                   |   |
|-------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------|--------|
| Benefit obligations at                  beginning of year                                             | $      | 6,571                                                                           | $      | 6,303                                                                      |   |
| Interest cost                                                                                         |   | 475                                                                             |   | 455                                                                        |   |
| Benefit                  payments                                                                     |   | (232                                                                            | )      | (232                                                                       | )      |
| Actuarial (loss)                  gain                                                                |   |                           (39 | )      |             45 |   |
|                                                                                                  | $      |        6,775                                 | $      |        6,571                            |   |
|                                                                                                  |
| Weighted-average                  assumptions used to determine benefit                  obligations: |   | **2007**                                                                        |   | **2006**                                                                   |   |
| Discount rate                                                                                         |   | 7.50%                                                                           |   | 7.50%                                                                      |   |

Components of net periodic benefit          cost:

| *(dollars in                thousands)*    |   | **2007** |   | **2006** |   | **2005** |   |
|--------------------------------------------|--------|----------|--------|----------|--------|----------|--------|
| Interest cost                              | $      | 475      | $      | 455      | $      | 434      |   |
| Amount of recognized                  gain |   | 271      |   | 187      |   | 150      |   |

Estimated future benefit          payments:

| *(**dollars in                thousands)* |   |   |   | Benefits |   |
|-------------------------------------------|--------|--------|--------|----------|--------|
| 2008                                      |   |   | $      | 232      |   |
| 2009                                      |   |   |   | 1,195    |   |
| 2010                                      |   |   |   | 1,195    |   |
| 2011                                      |   |   |   | 1,195    |   |
| 2012                                      |   |   |   | 1,195    |   |
| 2013 -                2017                |   |   |   | 5,974    |   |

The company also maintains a non-qualified    supplemental executive retirement plan and a non-qualified    pharmacist deferred compensation plan for certain of its    associates. These plans are designed to provide retirement    benefits and salary deferral opportunities because of    limitations imposed by the Internal Revenue Code and the    Regulations implemented by the Internal Revenue Service. These    plans are unfunded and accounted for on an accrual basis.    Participants in these plans are excluded from participation in    the Profit Sharing and Employee Stock Bonus plans. The Board of    Directors annually determines the amount of the allocation to    the plans at its sole discretion. The allocation among the    various plan participants is made in relationship to their    compensation, years of service and job performance. Plan    participants are 100% vested in their accounts after six years    of service with the company. Benefits are distributed among    participants upon reaching the applicable retirement age.    Substantial risk of benefit forfeiture does exist for    participants in these plans. The present value of accumulated    benefits amounted to $7,484,000 and $6,572,000 at December 29,    2007 and December 30, 2006, respectively, and is included in    "Postretirement benefit obligations" in the Consolidated    Balance Sheets.

The company has no other          postretirement benefit plans.

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**Note 7****Stock****Option Plan**The company has an          incentive stock option plan for officers and other key          associates. Under the terms of the plan, option exercise          prices are 100% of the "fair market value" of the shares          on the date granted. Options previously granted are          immediately exercisable and expire ten years after date          of grant.

Changes during the three years          ended December 29, 2007, in options outstanding under the          plan were as follows:

|                                      |   | **Weighted-Average**              |   | **Shares**                                           |   |
|-------------------------------------------|--------|-----------------------------------|--------|------------------------------------------------------|--------|
|                                      |   | **Exercise                Price** |   | **Under                Option**                      |   |
| Balance, December                25, 2004 |   | $35.69                            |   | 98,250                                               |   |
|      Exercised   |   | $33.11                            |   | (5,200                                               | )      |
|      Forfeited   |   | $35.97                            |   |         (900 | )      |
| Balance, December                31, 2005 |   | $35.83                            |   | 92,150                                               |   |
|      Exercised   |   | $33.53                            |   | (6,689                                               | )      |
|      Expired     |   | $31.50                            |   |         (700 | )      |
| Balance, December                30, 2006 |   | $36.04                            |   |     84,761                       |   |
|      Exercised   |        | $34.97                            |        | (35,311                                              | )      |
|      Expired     |        | $32.88                            |        |         (700 | )      |
|      Forfeited   |   | $36.26                            |   |      (1,700                 | )      |
| Balance, December                29, 2007 |        | $36.88                            |        |     47,050                       |        |

Exercise prices for options          outstanding as of December 29, 2007 ranged from $34.31 to          $37.94. The weighted-average remaining contractual life          of those options is two years. As of December 29, 2007,          all options are exercisable.

**Note 8 Income Taxes**    The provision (benefit) for income taxes consists    of:

| *(dollars in                thousands)* |   | **2007**                                                              |   | **2006**                                   |   | **2005**                                                             |   |
|-----------------------------------------|--------|-----------------------------------------------------------------------|--------|--------------------------------------------|--------|----------------------------------------------------------------------|--------|
| Current:                                |   |                                                                  |   |                                       |   |                                                                 |   |
|    Federal               | $      | 27,069                                                                | $      | 33,168                                     | $      | 34,991                                                               |   |
|    State                 |   | 952                                                                   |   | 2,672                                      |   | 3,739                                                                |   |
| Deferred:                               |   |                                                                  |   |                                       |   |                                                                 |   |
|    Federal               |   | (1,218                                                                | )      | (4,758                                     | )      | (2,443                                                               | )      |
|    State                 |   |            (34 | )      |       (1,004 | )      |                         (402 | )      |
|                                    | $      |      26,769                                  | $      |      30,078       | $      |      35,885                                 |   |

The reconciliation of income taxes          computed at the federal statutory rate (35% in 2007, 2006          and 2005) to the provision for income taxes          is:

| *(dollars in                thousands)*                                                                                              |   | **2007**                                       |   | **2006**                                       |   | **2005**                                                       |   |
|--------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------|--------|------------------------------------------------|--------|----------------------------------------------------------------|--------|
| Income taxes at                federal statutory rate                                                                                | $      | 27,216                                         | $      | 30,131                                         | $      | 34,757                                                         |   |
| State income taxes,                net of federal income tax benefit                                                                 |   | 597                                            |   | 1,084                                          |   | 2,169                                                          |   |
| Resolution and accrual of                  audit contingencies                                                                       |   |    ---      |   |    ---      |   | (300                                                           | )      |
| Other                                                                                                                                |   |                     (1,044 | )      |                     (1,137 | )      |                        (741 | )      |
|    Provision for income taxes                (effective tax rate 34.4%, 34.9% and 36.1%,                respectively) | $      |     26,769                 | $      |     30,078                 | $      |     35,885                                 |   |

The company accrued for probable          liabilities resulting from tax assessments by federal and          state tax authorities in 2003. During 2003, the Internal          Revenue Service("IRS")completed its routine audit of the          company's federal income tax returns for the years 1997          through 2001. Resolution was completed with respect to          the various tax issues in the examination in 2004 and          adjustments were made to certain previously filed tax          returns.

**Page 24 of 32 (Form    10-K)**

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**Note 8 Income Taxes    (continued)**

Cash paid for income taxes was          $37,411,000, $36,844,000 and $34,995,000 in 2007, 2006          and 2005, respectively.

The tax effects of temporary          differences that give rise to deferred tax assets and          deferred tax liabilities at December 29, 2007 and          December 30, 2006, are:

| *(dollars in                thousands)*                                           |   | **2007**                                                    |   |   | **2006**                                                    |   |
|-----------------------------------------------------------------------------------|--------|-------------------------------------------------------------|--------|--------|-------------------------------------------------------------|--------|
| Deferred tax                assets:                                               |   |                                                        |   |   |                                                        |   |
|    Accounts                receivable                              | $      | 147                                                         |   | $      | 185                                                         |   |
|    Compensated                absences                             |   | 470                                                         |   |   | 484                                                         |   |
|    Employee benefit                plans                           |   | 7,332                                                       |   |   | 7,136                                                       |   |
|    General liability                insurance                      |   | 1,403                                                       |   |   | 1,323                                                       |   |
|    Nondeductible accruals and                other                 |   | 92                                                          |   |   | 1,860                                                       |   |
|    Postretirement benefit                obligations               |   |          5,876 |   |   |          5,397 |   |
|       Total                deferred tax assets      |   |        15,320            |   |   |        16,385            |   |
| Deferred tax                liabilities:                                          |   |                                                        |   |   |                                                        |   |
|    Inventories                                                     |   | (8,373                                                      | )      |   | (6,971                                                      | )      |
|    Unrealized gain on marketable                securities         |   | (5,205                                                      | )      |   | (4,315                                                      | )      |
|    Depreciation                                                    |   |       (20,123                 | )      |   |       (23,842                 | )      |
|       Total                deferred tax liabilities |   |       (33,701                 | )      |   |       (35,128                 | )      |
|    Net deferred tax                liability                       | $      |       (18,381                 | )      | $      |       (18,743                 | )      |
| Current deferred                liability - net                                   | $      | (4,134                                                      | )      | $      | (298                                                        | )      |
| Noncurrent                deferred liability - net                                |   |       (14,247                 | )      |   |       (18,445                 | )      |
|    Net deferred tax                liability                       | $      |       (18,381                 | )      | $      |       (18,743                 | )      |

The company adopted FIN 48 on          December 31, 2006, the first day of the 2007 fiscal year,          and, as a result, recognized a $452,000 decrease to          opening retained earnings from the cumulative effect of          adoption. As of December 31, 2006, the total amount of          gross unrecognized tax benefits was $692,000.

The following table summarizes the          activity related to our unrecognized tax          benefits:

| *(dollars in                thousands)*                                                            |   | **2007**                                |   |
|----------------------------------------------------------------------------------------------------|--------|-----------------------------------------|--------|
| Balance at                December 31, 2006                                                        | $      | 692                                     |   |
| Increases based on tax                  positions related to the current year                      |   | ---                           |   |
| Additions for tax                  positions of prior years                                        |   | 517                                     |   |
| Reductions for tax                  positions of prior years                                       |   | (66                                     | )      |
| Settlements                                                                                        |   | (452                                    | )      |
| Expiration of the statute                  of limitations for assessment of                  taxes |   |       (13 | )      |
| Balance at December 29,                  2007                                                      | $      |      678       |   |

All of the $678,000 of          unrecognized tax benefits would impact the effective tax          rate over time and if recognized would reduce the          effective tax rate. The company accrues interest and          penalties related to income tax matters as a part of the          provision for income taxes. The company had $40,000 and          $189,000 of accrued interest and penalties at December          29, 2007 and December 31, 2006, respectively. Management          anticipates settlement for the majority of unrecognized          tax benefits within the next twelve months.

The IRS recently completed its          examination of the company's federal income tax returns          for 2003 and 2004. The IRS proposed one tax deficiency to          which the company agreed. The company or one of its          subsidiaries files tax returns in various states. The tax          years subject to examination in Pennsylvania, where the          majority of the company's revenues are generated, are          2002 to 2007.

**Page 25 of 32 (Form    10-K)**

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**Note 9 Comprehensive        Income**

| *(dollars in                thousands)*                                                                                                                                                     |   | **2007**                                                                         |   | **2006**                                                   |   | **2005**                                                   |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------|--------|------------------------------------------------------------|--------|------------------------------------------------------------|--------|
| Net                income                                                                                                                                                                   | $      | 50,990                                                                           | $      | 56,010                                                     | $      | 63,421                                                     |   |
| Other comprehensive                income by component, net of tax:                                                                                                                         |   |                                                                             |   |                                                       |   |                                                       |   |
|    Unrealized holding gains                (losses) arising during period (Net of deferred                taxes of  $892, $1,447 and $144,                respectively) |   | 1,259                                                                            |   | 2,040                                                      |   | (204                                                       | )      |
|    Reclassification adjustment                for gains included in net income (Net of deferred                taxes of $2, $179 and $175,                respectively)      |   |              (4 | )      |          (252 | )      |          (247 | )      |
| Other                comprehensive income, net of tax                                                                                                                                       |   |        1,255                                  |   |        1,788            |   |          (451 | )      |
| Comprehensive                income, net of tax                                                                                                                                             | $      |      52,245                                             | $      |      57,798                       | $      |      62,970                       |   |

**Note 10 Summary of Quarterly Results    (Unaudited)**    Quarterly financial data for 2007 and 2006 are as    follows:

| *(dollars in                thousands,*             | **Thirteen Weeks                Ended** |
|-----------------------------------------------------|-----------------------------------------|
| *except per share                amounts)*          |                                    | **March 31,                2007** |   | **June 30,                2007** |   | **Sep. 29,                2007** |   | **Dec. 29,                2007** |
| Net                sales                            | $                                       | 571,795 | $ | 578,812 | $ | 564,966 | $ | 602,978 |
| Gross profit on                sales                |                                    | 151,541 |   | 154,211 |   | 147,694 |   | 148,681 |
| Net                income                           |                                    | 13,405 |   | 18,157 |   | 10,817 |   | 8,611 |
| Basic and diluted                earnings per share |                                    | .50 |   | .67 |   | .40 |   | .32 |

| *(dollars in                thousands,*             | **Thirteen Weeks                Ended** |
|-----------------------------------------------------|-----------------------------------------|
| *except per share                amounts)*          |                                    | **Apr. 1,                2006** |   | **July 1,                2006** |   | **Sep. 30,                2006** |   | **Dec. 30,                2006** |
| Net                sales                            | $                                       | 547,786 | $ | 561,944 | $ | 557,177 | $ | 577,605 |
| Gross profit on                sales                |                                         | 147,911 |  | 151,255 |  | 147,973 |  | 150,140 |
| Net                income                           |                                         | 14,937 |  | 15,491 |  | 11,565 |  | 14,017 |
| Basic and diluted                earnings per share |                                         | .55 |  | .57 |  | .43 |  | .52 |

**Note 11 Fair Value          Information**The carrying amounts for cash,          accounts receivable and accounts payable approximate fair          value because of the short maturities of these          instruments. The fair values of the company's marketable          securities, as disclosed in Note 2, are based on quoted          market prices.

**Note 12          Contingencies**The company is involved in various          legal actions arising out of the normal course of          business. The company also accrues for tax contingencies          when it is probable that a liability to a taxing          authority has been incurred and the amount of the          contingency can be reasonably estimated, based on past          experience. In the opinion of management, the ultimate          disposition of these matters will not have a material          adverse effect on the company's consolidated financial          position, results of operations or          liquidity.

**Page 26 of 32 (Form    10-K)**

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WEIS MARKETS,            INC.

**Report of Independent          Registered Public Accounting Firm**

The Board of Directors and          Shareholders

Weis Markets, Inc.

Sunbury, Pennsylvania

We have audited the accompanying          consolidated balance sheets of Weis Markets, Inc. as of          December 29, 2007 and December 30, 2006, and the related          consolidated statements of income, shareholders' equity,          and cash flows for the fiscal years ended December 29,          2007, December 30, 2006 and December 31, 2005 (52 weeks,          52 weeks and 53 weeks, respectively).  We have also          audited Weis Markets, Inc. internal control over          financial reporting as of December 29, 2007, based on          criteria established in Internal Control—Integrated          Framework issued by the Committee of Sponsoring          Organizations of the Treadway Commission (COSO).           Weis Market, Inc.'s management is responsible for these          consolidated financial statements, for maintaining          effective internal control over financial reporting, and          for its assessment of the effectiveness of internal          control over financial reporting which is included in the          accompanying Management's Report on Internal Control over          Financial Reporting.  Our responsibility is to          express an opinion on these consolidated financial          statements and an opinion on the effectiveness of Weis          Markets, Inc. internal control over financial reporting          based on our audits.

We conducted our audits in          accordance with the standards of the Public Company          Accounting Oversight Board (United States). Those          standards require that we plan and perform the audits to          obtain reasonable assurance about whether the          consolidated financial statements are free of material          misstatement and whether effective internal control over          financial reporting was maintained in all material          respects.  Our audits of the consolidated financial          statements included examining, on a test basis, evidence          supporting the amounts and disclosures in the          consolidated financial statements, assessing the          accounting principles used and significant estimates made          by management, and evaluating the overall consolidated          financial statement presentation. Our audit of internal          control over financial reporting included obtaining an          understanding of internal control over financial          reporting, assessing the risk that a material weakness          exists, and testing and evaluating the design and          operating effectiveness of internal control based on the          assessed risk. Our audits also included performing such          other procedures as we considered necessary in the          circumstances. We believe that our audits provide a          reasonable basis for our opinions.

A company's internal control over          financial reporting is a process designed 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.  A          company's internal control over financial reporting          includes those policies and procedures that (1) pertain          to the maintenance of records that, in reasonable detail,          accurately and fairly reflect the transactions and          dispositions of the assets of the company; (2) provide          reasonable assurance that transactions are recorded as          necessary to permit preparation of financial statements          in accordance with generally accepted accounting          principles, and that receipts and expenditures of the          company are being made only in accordance with          authorizations of management and directors of the          company; and (3) provide reasonable assurance regarding          prevention or timely detection of unauthorized          acquisition, use, or disposition of the company's assets          that could have a material effect on the financial          statements.

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.

In our opinion, the consolidated          financial statements referred to above present fairly, in          all material respects, the consolidated financial          position of Weis Markets, Inc. as of December 29, 2007          and December 30, 2006, and the consolidated results of          their operations and their cash flows for the fiscal          years ended December 29, 2007, December 30, 2006 and          December 31, 2005 (52 weeks, 52 weeks and 53 weeks,          respectively) in conformity with accounting principles          generally accepted in the United States of America.           Also, in our opinion, Weis Markets, Inc. maintained, in          all material respects, effective internal control over          financial reporting as of December 29, 2007, based on          criteria established in Internal Control—Integrated          Framework issued by the Committee of Sponsoring          Organizations of the Treadway Commission.

We do not express an opinion or          any other form of assurance on Management's Report on          Internal Control over Financial Reporting.

**Page 27 of 32 (Form    10-K)**

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**Report of Independent          Registered Public Accounting Firm          (continued)**

Our audits were conducted for the          purpose of forming an opinion on the basic consolidated          financial statements taken as a whole. Schedule II is          presented for purposes of additional analysis and is not          a required part of the basic consolidated financial          statements. This schedule has been subjected to the          auditing procedures applied in the audits of the basic          consolidated financial statements and, in our opinion, is          fairly stated in all material respects in relation to the          basic consolidated financial statements taken as a          whole.

On December 31, 2006, the Company          adopted FASB Interpretation 48, Accounting for Uncertain          Tax Positions (see Note 1).

Philadelphia,          Pennsylvania                                                                                                      /S/Grant Thornton          LLPMarch 3, 2008

**Item    9.      Changes in and    Disagreements With Accountants on Accounting and Financial    Disclosure:**

None.

**Item 9a. Controls and    Procedures:**

**Management's Report on          Disclosure Controls and Procedures**

The Chief Executive Officer and          the Chief Financial Officer of the company (its principal          executive officer and principal financial officer,          respectively) have concluded, based on their evaluation          as of the close of the period covered by this Report,          that the company's disclosure controls and procedures are          effective to ensure that information required to be          disclosed by the company in the reports filed or          submitted by it under the Securities Exchange Act of          1934, as amended, is recorded, processed, summarized and          reported within the time periods specified in the SEC's          rules and forms, and include controls and procedures          designed to ensure that information required to be          disclosed by the company in such reports is accumulated          and communicated to the company's management, including          the Chief Executive Officer and Chief Financial Officer,          as appropriate to allow timely decisions regarding          required disclosure.

**Management's Report on Internal          Control Over Financial Reporting**

The management of the company is          responsible for establishing and maintaining adequate          internal control over financial reporting. The company's          internal control system was designed to provide          reasonable assurance to the company's management and          board of directors regarding the preparation and fair          presentation of published financial statements. In making          its assessment of internal control over financial          reporting, management used the criteria issued by the          Committee of Sponsoring Organizations of the Treadway          Commission (COSO) in Internal Control—Integrated          Framework. All internal control systems, no matter how          well designed, have inherent limitations. Therefore, even          those systems determined to be effective can provide only          reasonable assurance with respect to financial statement          preparation and presentation.

With the participation of the Chief Executive    Officer and the Chief Financial Officer, management concluded    that the company's internal control over financial reporting    was effective as of December 29, 2007.

There were no changes in the          company's internal control over financial reporting          during the fiscal quarter ended December 29, 2007, that          materially affected, or are reasonably likely to          materially affect, the company's internal control over          financial reporting.

**Item    9b.     Other    Information:**

There was no information required on Form 8-K    during this quarter that was not reported.

**Page 28 of 32 (Form    10-K)**

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**WEIS MARKETS,        INC.**

**PART III**

**Item    10.      Directors, Executive    Officers and Corporate Governance:**

"Election of Directors" on pages 3          and 4, "Board Committees and Meeting Attendance, Audit          Committee" on pages 4 and 5, "Corporate Governance          Matters" on pages 5 and 6, "Compensation Tables" on pages          9 and 10 and "Stock Ownership, Section 16(a) Beneficial          Ownership Reporting Compliance" on page 16 of the Weis          Markets, Inc. definitive proxy statement dated March 10,          2008 are incorporated herein by          reference.

**Item    11.      Executive    Compensation:**

"Board Committees and Meeting          Attendance, Compensation Committee" on page 5, "Executive          Compensation, Compensation Discussion and Analysis" on          pages 6 through 9, "Compensation Committee Report" on          page 9, "Compensation Tables" on pages 9 through 13 and          "Other Information Concerning the Board of Directors,          Compensation Committee Interlocks and Insider          Participation" on page 13 of the Weis Markets, Inc.          definitive proxy statement dated March 10, 2008 are          incorporated herein by reference.

**Item    12.     Security Ownership of    Certain Beneficial Owners and Management and Related    Stockholder Matters:**

"Stock Ownership" on pages 15 and          16 of the Weis Markets, Inc. definitive proxy statement          dated March 10, 2008 is incorporated herein by reference.          Equity compensation plan information is included in Part          II, Item 8, "Note 7 Stock Option Plan" on page 24 of this          annual report on Form 10-K.

**Item    13.     Certain Relationships and    Related Transactions, and Director Independence:**

"Other Information Concerning the          Board of Directors, Review and Approval of Related Party          Transactions" on pages 13 and 14 and "Independence of          Directors" on page 4 of the Weis Markets, Inc. definitive          proxy statement dated March 10, 2008 are incorporated          herein by reference.

**Item 14.               Principal Accountant Fees          and Services:**

"Ratification Of Appointment Of          Independent Registered Public Accounting Firm" on pages          16 and 17 of the Weis Markets, Inc. definitive proxy          statement dated March 10, 2008 is incorporated herein by          reference.

**Page 29 of 32 (Form    10-K)**

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**WEIS MARKETS,        INC.**

**PART            IV**

**Item    15.     Exhibits, Financial    Statement Schedules:**

(a)(1)  The company's 2007 Consolidated          Financial Statements and the Report of Independent          Registered Public Accounting Firms are included in Item 8          of Part II.

| Financial Statements | Page                                                                   |
|----------------------|------------------------------------------------------------------------|
|                 | Consolidated Balance Sheets                                            | 12 |
|                 | Consolidated Statements of                Income                       | 13 |
|                 | Consolidated Statements of Shareholders'                Equity         | 14 |
|                 | Consolidated Statements of Cash                Flows                   | 15 |
|                 | Notes to Consolidated Financial                Statements              | 16 |
|                 | Report of Independent Registered Public                Accounting Firm | 27 |

(a)(2)  Financial statement schedules    required to be filed by Item 8 of this form, and by Item    15(c)(3) below:                    Schedule    II - Valuation and Qualifying Accounts, page 31 ofthis annual report on Form          10-K

All other schedules for which provision is    made in the applicable accounting regulation of the Securities    and Exchange Commission are not required under the related    instructions or are inapplicable and therefore have been    omitted.

(a)(3)  A listing of exhibits filed    or incorporated by reference is as follows:

| **Exhibit                No.** | **Exhibits**                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3-A                            | Articles of                Incorporation, filed as exhibit 4.1 in Form S-8 on                September 13, 2002 and incorporated herein by                reference.                                                                                                                                                                                                                                                                           |
| 3-B                            | By-Laws, filed as                exhibit under Part IV, Item 14(c) in the annual                report on Form 10-K for the fiscal year ended                December 29, 2001 and incorporated herein by                reference.                                                                                                                                                                                                            |
| 10-A                           | Profit Sharing                Plan, filed as exhibit under Part IV, Item 15(c) in                the annual report on Form 10-K for the fiscal year                ended December 28, 2002 and incorporated herein by                reference.                                                                                                                                                                                                |
| 10-B                           | Stock Bonus Plan,                filed as exhibit under Part IV, Item 15(c) in the                annual report on Form 10-K for the fiscal year                ended December 28, 2002 and incorporated herein by                reference.                                                                                                                                                                                                   |
| 10-C                           | Supplemental                Employee Retirement Plan, filed as exhibit under                Part IV, Item 14(c) in annual report on Form 10-K                for the fiscal year ended December 29, 2001 and                incorporated herein by reference.                                                                                                                                                                                  |
| 10-D                           | Executive Employment                Agreement between the Company and Norman S. Rich,                President and Chief Executive Officer, signed on                March 23, 2006, commencing on January 1, 2006 and                continuing thereafter through December 31, 2008,                filed on Form 8-K March 24, 2006 and incorporated                herein by reference.                                                    |
| 10-E                           | Executive Employment                  Agreement between the Company and William R.                  Mills, Senior Vice President, Treasurer and Chief                  Financial Officer, signed on June 27, 2007,                  commencing on January 1, 2008 and continuing                  thereafter through December 31, 2010, filed on                  Form 8-K June 29, 2007 and incorporated herein                  byreference. |
| 10-F                           | Executive Benefits                Agreement between the Company and Robert F. Weis,                Chairman of the Board, signed on March 24, 2006,                commencing immediately and continuing thereafter                through December 31, 2023, filed on Form 8-K March                24, 2006 and incorporated herein by                reference.                                                                             |
| 21                             | Subsidiaries of                the Registrant, filed with this annual                  report on Form 10-K                                                                                                                                                                                                                                                                                                                                     |
| 23                             | Consent of Grant                Thornton LLP,filed with this annual                  report on Form 10-K                                                                                                                                                                                                                                                                                                                                       |
| 31.1                           | Rule 13a-14(a)                Certification - CEO,filed with this annual                  report on Form 10-K                                                                                                                                                                                                                                                                                                                                  |
| 31.2                           | Rule 13a-14(a)                Certification - CFO,filed with this annual                  report on Form 10-K                                                                                                                                                                                                                                                                                                                                  |
| 32                             | Certification Pursuant to                  18 U.S.C. Section 1350, filed with this annual                  report on Form 10-K                                                                                                                                                                                                                                                                                                                 |

The company will provide a copy of          any exhibit upon receipt of a written request for the          particular exhibit or exhibits desired. All requests          should be addressed to the company's principal executive          offices.

(b) The company files as          exhibits to this annual report on Form 10-K, those          exhibits listed in Item 15(a)(3) above.

**Page 30 of 32 (Form    10-K)**

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**Item    15(c)(3). Financial Statement Schedules**

**Schedule II - Valuation and Qualifying    Accounts:**

| **SCHEDULE II - VALUATION                        AND QUALIFYING ACCOUNTS**                              |
|---------------------------------------------------------------------------------------------------------|
| **WEIS MARKETS,                        INC.**                                                           |
| *(dollars in                thousands)*                                                                 |
| COL.                A                                                                                   |   | COL.                B |   | COL.                C |   | COL.                D |   | COL.                E |
|                                                                                                    |   |   |   | **Additions** |   |   |   |   |
|                                                                                                    |   | **Balance                at** |   | **Charged                to** |   | **Charged                to** |   |   |   | **Balance                at** |
|                                                                                                    |   | **Beginning** |   | **Costs                and** |   | **Accounts** |   | **Deductions** |   | **End                of** |
| **Description**                                                                                         |   | **of                Period** |   | **Expenses** |   | **Describe** |   | **Describe                (1)** |   | **Period** |
| Year ended                December 29, 2007:                                                            |   |   |   |   |   |   |   |   |   |   |
| Deducted from asset                accounts:                                                            |   |   |   |   |   |   |   |   |   |   |
| Allowance for                uncollectible accounts                                                     | $ | 1,122 | $ | 1,140 | $ | ---     | $ | 1,115 | $ | 1,147 |
|                                                                                                    |   |   |   |   |   |   |   |   |   |   |
| Year ended                December 30, 2006:                                                            |   |   |   |   |   |   |   |   |   |   |
| Deducted from asset                accounts:                                                            |   |   |   |   |   |   |   |   |   |   |
| Allowance for                uncollectible accounts                                                     | $ | 1,229 | $ | 1,047 | $ | ---     | $ | 1,154 | $ | 1,122 |
|                                                                                                    |   |   |   |   |   |   |   |   |   |   |
| Year ended                December 31, 2005:                                                            |   |   |   |   |   |   |   |   |   |   |
| Deducted from asset                accounts:                                                            |   |   |   |   |   |   |   |   |   |   |
| Allowance for                uncollectible accounts                                                     | $ | 1,693 | $ | 496 | $ | ---     | $ | 960 | $ | 1,229 |
|                                                                                                    |   |   |   |   |   |   |   |   |   |   |
| (1) Deductions are                uncollectible accounts written off, net of                recoveries. |

**Page 31 of 32 (Form    10-K)**

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**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         10/09/2008      |   | /S/Norman S.                Rich             |   |
|                                                                                               |   | Norman S.                Rich                |   |
|                                                                                               |   | Chief Executive                Officer       |   |
|                                                                                               |   | and                Director                  |   |
|                                                                                               |   | (principal executive                officer) |   |

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         10/09/2008      |   | /S/Robert F.                Weis                  |   |
|----------------------------------------------------------------------------------------------------|--------|---------------------------------------------------|--------|
|                                                                                               |   | Robert F.                Weis                     |   |
|                                                                                               |   | Chairman of the Board                of Directors |   |
|                                                                                               |   |                                              |   |
| Date         10/09/2008      |   | /S/Jonathan H.                Weis                |   |
|                                                                                               |   | Jonathan H.                Weis                   |   |
|                                                                                               |   | Vice Chairman and                Secretary        |   |
|                                                                                               |   | and                Director                       |   |
|                                                                                               |   |                                              |   |
| Date         10/09/2008           |   | /S/Norman S.                Rich                  |   |
|                                                                                               |   | Norman S.                Rich                     |   |
|                                                                                               |   | Chief Executive                Officer            |   |
|                                                                                               |   | and                Director                       |   |
|                                                                                               |   | (principal executive                officer)      |   |
|                                                                                               |   |                                              |   |
| Date         10/09/2008      |   | /S/William R.                Mills                |   |
|                                                                                               |   | William R.                Mills                   |   |
|                                                                                               |   | Senior Vice President,                Treasurer   |   |
|                                                                                               |   | and Chief Financial                Officer        |   |
|                                                                                               |   | and                Director                       |   |
|                                                                                               |   | (principal financial                officer)      |   |
|                                                                                               |   |                                              |   |
| Date         10/09/2008      |   | /S/Matthew                Nimetz                  |   |
|                                                                                               |   | Matthew                Nimetz                     |   |
|                                                                                               |   | Director                                          |   |
|                                                                                               |   |                                              |   |
| Date         10/09/2008      |   | /S/Richard E.                Shulman              |   |
|                                                                                               |   | Richard E.                Shulman                 |   |
|                                                                                               |   | Director                                          |   |
|                                                                                               |   |                                              |   |
| Date         10/09/2008      |   | /S/Steven C.                Smith                 |   |
|                                                                                               |   | Steven C.                Smith                    |   |
|                                                                                               |   | Director                                          |   |
|                                                                                               |   |                                              |   |
| Date         10/09/2008      |   | /S/Scott F.                Frost                  |   |
|                                                                                               |   | Scott F.                Frost                     |   |
|                                                                                               |   | Controller and                Assistant Treasurer |   |
|                                                                                               |   | (principal accounting                officer)     |   |

**Page 32 of 32 (Form    10-K)**

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**EXHIBIT    21**

**WEIS MARKETS,    INC.**

**SUBSIDIARIES OF THE    REGISTRANT**

|                                                                                                                          | State of                Incorporation | Percent Ownedby Registrant |   |
|-------------------------------------------------------------------------------------------------------------------------------|---------------------------------------|----------------------------|--------|
| Albany Public Markets,                Inc.                                                                                    | New York                              | 100%                       |   |
| Dutch Valley Food                Company, Inc.                                                                                | Pennsylvania                          | 100%                       |   |
| King's Supermarkets,                Inc.                                                                                      | Pennsylvania                          | 100%                       |   |
| Martin's Farm Market,                Inc.                                                                                     | Pennsylvania                          | 100%                       |   |
| Shamrock Wholesale                Distributors, Inc.                                                                          | Pennsylvania                          | 100%                       |   |
| SuperPetz,                LLC                                                                                                 | Pennsylvania                          | 100%                       |   |
| Weis Transportation,                Inc.                                                                                      | Pennsylvania                          | 100%                       |   |
| WMK Financing,                Inc.                                                                                            | Delaware                              | 100%                       |   |
|                                                                                                                          |                                  |                       |   |
| The consolidated                financial statements include the accounts of the                company and its subsidiaries. |

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**EXHIBIT 23**

**WEIS MARKETS,        INC.**

**Consent of       Independent Registered Public Accounting       Firm**

 We have issued our report dated          March 3, 2008 (which report expresses an unqualified          opinion and includes an explanatory paragraph relating to          the application of FIN 48 on December 31, 2006),          accompanying the consolidated financial statements and          schedule, and on the effectiveness of internal control          over financial reporting included in the Annual Report on          Form 10-K for the fiscal year ended December 29,          2007. We hereby consent to the incorporation by reference          of said report in the Registration Statement of Weis          Markets, Inc. on Form S-8 (File No. 333-99535, effective          September 13, 2002).

Philadelphia,    Pennsylvania                                                                                                      /S/Grant Thornton          LLPMarch 3, 2008

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**EXHIBIT 31.1**

**WEIS MARKETS,        INC.**

**CERTIFICATION- CEO**

I, Norman S. Rich, certify        that:

1.   I have reviewed this    annual report on Form 10-K of Weis Markets, Inc.;

2.   Based on my knowledge,    this report does not contain any untrue statement of a material    fact or omit          to state a material fact    necessary to make the statements made, in light of the    circumstances under which such          statements were made, not    misleading with respect to the periods covered by this    report;

3.   Based on my knowledge,    the financial statements, and other financial information    included in this report,          fairly present in all material    respects the financial condition, results of operations and    cash flows of the          registrant as of, and for,    the periods presented in this report;

| 4.     | The registrant's other                certifying officer and I are responsible for                establishing and maintaining disclosure controls                and procedures (as defined in Exchange Act Rules                13a-15(e) and 15d-15(e)) and internal control over                financial reporting (as defined in Exchange Act                Rules 13a-15(f) and 15d-15(f)) for the registrant                and have: |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          | a) | designed such                disclosure controls and procedures, or caused such                disclosure controls and procedures to be designed                under our supervision, to ensure that material                information relating to the registrant,                including its consolidated subsidiaries, is made                known to us by others within those                entities, particularly during the period in                which this report is being prepared; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          | b) | designed such internal                controls over financial reporting, or caused such                internal control over financial reporting to be                designed under our supervision, 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; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          | c) | evaluated the                effectiveness of the registrant's disclosure                controls and procedures and presented in this                report our conclusions about the effectiveness of                the disclosure controls and procedures, as of the                end of the period covered by this report based on                such evaluation; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          | d) | disclosed in this                report any change in the registrant's internal                control over financial reporting that occurred                during the registrant's most recent fiscal quarter                (the registrant's fourth fiscal quarter in the case                of an annual report) that has materially affected,                or is reasonably likely to materially affect, the                registrant's internal control over financial                reporting; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |
| 5.     | The registrant's other                certifying officer and I have disclosed, based on                our most recent evaluation of internal control over                financial reporting, to the registrant's auditors                and the audit committee of registrant's board of                directors (or persons performing the equivalent                functions):                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          | a) | all significant                deficiencies and material weaknesses in the design                or operation of internal controls over financial                reporting which are reasonably likely to adversely                affect the registrant's ability to record, process,                summarize and report financial information;                and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          | b) | any fraud, whether or                not material, that involves management or other                employees who have a significant role in the                registrant's internal control over financial                reporting. |

Date:October 9, 2008                                                                                                        /S/ Norman S. Rich                                                                                                                                             Norman    S. Rich                                                                                                                                       Chief    Executive Officer

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**EXHIBIT 31.2**

**WEIS MARKETS,        INC.**

**CERTIFICATION- CFO**

I, William R. Mills, certify        that:

1.   I have reviewed this    annual report on Form 10-K of Weis Markets, Inc.;

2.   Based on my knowledge,    this report does not contain any untrue statement of a material    fact or omit          to state a material fact    necessary to make the statements made, in light of the    circumstances under which such          statements were made, not    misleading with respect to the periods covered by this    report;

3.   Based on my knowledge,    the financial statements, and other financial information    included in this report,          fairly present in all material    respects the financial condition, results of operations and    cash flows of the          registrant as of, and for,    the periods presented in this report;

| 4.     | The registrant's other                certifying officer and I are responsible for                establishing and maintaining disclosure controls                and procedures (as defined in Exchange Act Rules                13a-15(e) and 15d-15(e)) and internal control over                financial reporting (as defined in Exchange Act                Rules 13a-15(f) and 15d-15(f)) for the registrant                and have: |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          | a) | designed such                disclosure controls and procedures, or caused such                disclosure controls and procedures to be designed                under our supervision, to ensure that material                information relating to the registrant,                including its consolidated subsidiaries, is made                known to us by others within those                entities, particularly during the period in                which this report is being prepared; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          | b) | designed such internal                controls over financial reporting, or caused such                internal control over financial reporting to be                designed under our supervision, 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; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          | c) | evaluated the                effectiveness of the registrant's disclosure                controls and procedures and presented in this                report our conclusions about the effectiveness of                the disclosure controls and procedures, as of the                end of the period covered by this report based on                such evaluation; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          | d) | disclosed in this                report any change in the registrant's internal                control over financial reporting that occurred                during the registrant's most recent fiscal quarter                (the registrant's fourth fiscal quarter in the case                of an annual report) that has materially affected,                or is reasonably likely to materially affect, the                registrant's internal control over financial                reporting; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |
| 5.     | The registrant's other                certifying officer and I have disclosed, based on                our most recent evaluation of internal control over                financial reporting, to the registrant's auditors                and the audit committee of registrant's board of                directors (or persons performing the equivalent                functions):                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          | a) | all significant                deficiencies and material weaknesses in the design                or operation of internal controls over financial                reporting which are reasonably likely to adversely                affect the registrant's ability to record, process,                summarize and report financial information;                and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          | b) | any fraud, whether or                not material, that involves management or other                employees who have a significant role in the                registrant's internal control over financial                reporting. |

Date:October 9, 2008                                                                                                        /S/ William R. Mills                                                                                                                                             William    R. Mills                                                                                                                                         Senior    Vice President,                                                                                                                                                 Treasurer and                                                                                                                                         Chief    Financial Officer

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**EXHIBIT 32**

**WEIS MARKETS,    INC.**

**CERTIFICATION PURSUANT    TO    18 U.S.C. SECTION 1350,    AS ADOPTED PURSUANT TO    SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**

In connection with the annual          report of Weis Markets, Inc. (the "company") on Form 10-K          for the year ending December 29, 2007, as filed with the          Securities and Exchange Commission on the date hereof          (the "Report"), we, Norman S. Rich, Chief Executive          Officer, and William R. Mills, Senior Vice President,          Treasurer and Chief Financial Officer, of the company,          certify, pursuant to and for purposes of 18 U.S.C.          Section 1350, as adopted pursuant to Section 906 of the          Sarbanes-Oxley Act of 2002, that:

(1) to my knowledge the Report fully complies    with the requirements of Section 13(a) or 15(d) of the    Securities Exchange Act of 1934; and

(2) the information contained in the Report    fairly presents, in all material respects, the financial    condition and results of operations of the company.

/S/ Norman S. RichNorman S. Rich    Chief Executive Officer10/09/2008

/S/ William R. MillsWilliam R. Mills    Senior Vice President, Treasurer and Chief Financial    Officer    10/09/2008

A signed original of this written statement    required by Section 906 has been provided to Weis Markets, Inc.    and will be retained by Weis Markets, Inc. and furnished to the    Securities and Exchange Commission or its staff upon    request.

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