1995
                             STOCK OPTION PLAN
                             WEIS MARKETS, INC.
                   As Amended and Restated October 1, 1998



I.    Definitions.
      A.  As used in this Plan the following definitions apply to the terms
      indicated below:

      "Board" means the Board of Directors of Weis Markets, Inc.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Committee" means the Executive Compensation Committee of the Board.

      "Company" means Weis Markets, Inc., a Pennsylvania Corporation.

      "Eligible employee" means any employee who is at the date of the
      granting of an option hereunder an executive or administrative employee
      of the Company or of any subsidiary corporation now or hereafter
      existent, and who at the time receives regular base compensation from
      the Company or any subsidiary, or any combination thereof, at a rate or
      rates aggregating $8,000 or more per year.  For the purposes of this
      Plan the Committee shall have the authority to determine whether or not
      an employee is an executive or administrative employee, but these terms
      shall be limited to employees having administrative responsibility
      involving the use of judgment or discretion in the direction of the
      activities of others, and any other employees customarily considered as
      executive line or staff personnel.  The determination of base
      compensation may be made by annualizing the regular base compensation
      rate in effect with respect to an employee at the payroll period last
      preceding the date of grant of the option.  The term eligible employee
      shall not include an individual possessing more than ten (10) percent of
      the total combined voting power of all classes of stock of the Company
      or of its parent or subsidiary corporation if such entity may exist in
      the future.  Also, the term eligible employee shall not include a member
      of the Committee.

      "Incentive Stock Option" means an Option granted under the Plan pursuant
      to Section 422 of the Code.

      "Nonstatutory Stock Option" means an Option granted under the Plan which
      does not qualify under Section 422 of the Code.

      "Option" means an option for the purchase of Shares under the Plan.
      Each Option shall be represented by an Option certificate in such form,
      not inconsistent with the Plan, as the Committee may authorize for
      general use or for specific cases from time to time, which shall be
      executed by the Company and the Participant, provided that each Option
      certificate shall specify whether the underlying Option is intended to
      be an Incentive Stock Option or a Nonstatutory Stock Option.

      "Option period" means a period of time expressed in months from the date
      of grant of an Option, during which an Option becomes exercisable by its
      terms.

      "Participant" means any holder of an Option granted under the Plan.

      "Plan" means this stock option plan.

      "Shares" means shares of the Company's capital stock reserved for the
      purposes of the Plan.

      B.  An Option shall be effectively "granted" under this Plan on the date
      specified by the Committee, provided however that grants of Options under
      the Plan are subject to approval by the Board.  Any recipient of an
      Option who serves on the Board shall abstain from any discussion or vote
      concerning the grant of any Options.

      C.  As used herein the masculine includes the feminine and the plural
      includes the singular.

II.   Shares Subject to the Plan.
      There may be issued pursuant to the Plan Options for the Purchase of not
      more than 300,000 Shares.  In the event of any change in the Shares, as
      a result of recapitalization, stock split, combination of shares or
      stock dividend (but in the case of a stock dividend only if and to the
      extent that all of such stock dividends within one fiscal year shall
      increase the number of outstanding shares by more than 5%), appropriate
      adjustment shall be made in the total number of Shares to which the Plan
      relates, in the number of Shares allocable to any one employee pursuant
      to Options, and in the number of Shares subject to outstanding
      unexercised Options, and with respect to the purchase price per Share
      payable upon exercise, so as to prevent undue appreciation or dilution
      of the rights conferred by any Option, or of the Shares reserved for the
      purposes of the Plan.  No adjustment or substitution provided for in
      this Section II shall require the Company to issue or sell a fraction of
      a Share or other security.  Accordingly, all fractional Shares or other
      securities which result from any such adjustment or substitution shall
      be eliminated and not carried forward to any subsequent adjustment or
      substitution.  If any such adjustment or substitution provided for in
      this Section II requires the approval of shareholders in order to enable
      the Company to grant Incentive Stock Options, then no such adjustment or
      substitution shall be made without the required shareholder approval.
      Notwithstanding the foregoing, in the case of Incentive Stock Options,
      if the effect of any such adjustment or substitution would be to cause
      the Option to fail to continue to qualify as an Incentive Stock Option
      or to cause a modification, extension or renewal of such Option within
      the meaning of Section 424 of the Code, the Committee may elect that
      such adjustment or substitution not be made but rather shall use
      reasonable efforts to effect such other adjustment of each then
      outstanding Option as the Committee, in its discretion, shall deem
      equitable and which will not result in any disqualification,
      modification, extension or renewal (within the meaning of Section 424 of
      the Code) of such Incentive Stock Option.

III.  Allocation of Shares.
      The Committee may at any time during the term of this Plan allocate
      Shares to any eligible employee under and pursuant to an Incentive Stock
      Option and/or a Nonstatutory Stock Option, subject to prior allocation
      of Shares under previously granted Options to the same or other persons
      and provided that Incentive Stock Options and Nonstatutory Stock Options
      may not be granted in tandem.  The aggregate number of Shares allocable
      to any one employee, pursuant to one or more Options, shall not exceed
      20,000 Shares in any one calendar year.  Notwithstanding any other
      provision contained in the Plan or in any Option certificate, the
      aggregate fair market value, determined as provided in Section V of the
      Plan on the date of grant, of the Shares with respect to which Incentive
      Stock Options are exercisable for the first time by an employee during
      any calendar year under all plans of the corporation employing such
      employee, any parent or subsidiary corporation of such corporation and
      any predecessor corporation of any such corporation shall not exceed
      $100,000.  If any Option is canceled, or terminates or lapses in whole
      or in part for any reason other than the termination of the Plan as a
      whole, any number of Shares not purchased thereunder shall forthwith
      become available again for allocation under new Options in accordance
      with the Plan.

IV.   Plan Term.
      Subject to the provisions hereinafter contained relating to amendment or
      discontinuance, this Plan shall continue in effect until December 31,
      2004; and no Option may be granted hereunder after such date, which is
      less than ten years from the earlier of the date of the adoption of the
      Plan by the Board and its approval by the shareholders of the Company.
      The effective date of the Plan shall be February 1, 1995.

V.    Option Price.
      The price at which the Shares may be purchased pursuant to any Option
      shall be 100% of the fair market value of the Shares on the date of the
      grant.  The "fair market value" of Shares on any day shall be determined
      by the Committee in any proper manner in accordance with the following
      paragraph, including determinations based upon the quotations for the
      Company's stock on any national securities exchange on which it may be
      listed at the time, or upon the opinions of one or more brokerage firms.
      For all purposes under the Plan, fair market value of the Shares shall
      be the mean between the following prices, as applicable, for the date as
      of which fair market value is to be determined as quoted in The Wall
      Street Journal (or in such other reliable publication as the Committee,
      in its discretion, may determine to rely upon):  (a) if the Shares are
      listed on the New York Stock Exchange, the highest and lowest sales
      prices per share of the Shares as quoted in the NYSE-Composite
      Transactions listing for such date, (b) if the Shares are not listed on
      such exchange, the highest and lowest sales prices per share of Shares
      for such date on (or on any composite index including) the principal
      United States securities exchange registered under the Securities
      Exchange Act of 1934 on which the Shares are listed, or (c) if the
      Shares are not listed on any such exchange, the highest and lowest sales
      prices per share of Shares for such date on the National Association of
      Securities Dealers Automated Quotations System or any successor system
      then in use ("NASDAQ").  If there are no such sale price quotations for
      the date as of which fair market value is to be determined but there are
      such sale price quotations within a reasonable period both before and
      after such date, then fair market value shall be determined by taking a
      weighted average of the means between the highest and lowest sales
      prices per share of the Shares as so quoted on the nearest date before
      and the nearest date after the date as of which fair market value is to
      be determined.  The average should be weighted inversely by the
      respective numbers of trading days between the selling dates and the
      date as of which fair market value is to be determined.  If there are no
      such sale price quotations on or within a reasonable period both before
      and after the date as of which fair market value is to be determined,
      then fair market value of the Shares shall be the mean between the bona
      fide bid and asked prices per share of the Shares as so quoted for such
      date on NASDAQ, or if none, the weighted average of the means between
      such bona fide bid and asked prices on the nearest trading date before
      and the nearest trading date after the date as of which fair market
      value is to be determined, if both such dates are within a reasonable
      period.  The average is to be determined in the manner described above
      in this Section V.  If the fair market value of the Shares cannot be
      determined on the basis previously set forth in this Section V on the
      date as of which fair market value is to be determined, the Committee
      shall in good faith determine the fair market value of the Shares on
      such date.  Fair market value shall be determined without regard to any
      restriction other than a restriction which, by its terms, will never
      lapse.

VI.   Option Period.
      No Option hereunder shall be exercisable after the expiration of ten
      (10) years from the date such Option is granted.

VII.  Conditions Relating to Exercise.
      A.  No Option shall be transferable by the grantee thereof otherwise
      than by will or the laws of descent and distribution.

      B.  All Options granted hereunder shall be exercisable during the
      lifetime of the grantee only by him.

      C.  Subject to the foregoing, any Option granted pursuant to the Plan
      shall be exercisable immediately and to the extent exercisable at any
      time may be exercised in whole or in part, and the Option shall be no
      longer exercisable after a period of ten (10) years from the date such
      Option is granted.

      D.  Payment for Shares purchased shall be made in full in cash upon
      exercise.

      E.  Certificates for Shares purchased shall be issued and delivered at
      the time when the Option is exercised and payment therefor is received
      by the Company.

      F.  An Option shall be exercised by delivering to the Company (or, if
      mailed to the Company, upon receipt by the Company), at 1000 South Second
      Street, Sunbury, Pennsylvania, a written notice signed by the Participant
      stating the number of Shares the Participant desires to purchase,
      enclosing payment or instructions for delivery against payment for such
      Shares at the Option price then in effect provided, that for purposes of
      determining whether any Options have been timely exercised, no Option
      shall be considered exercised until the Company actually receives the
      exercise price.

      G.  Any person exercising an Option shall comply with all regulations
      and requirements of any Governmental authority having jurisdiction over
      the issuance or sale of capital stock of the Company, and as a condition
      to receiving any Shares shall execute all such instruments as the Company
      in its sole discretion may deem necessary or advisable.

      H.  The Company may stamp, type or print upon any certificate issued
      pursuant to exercise of any Option any legend deemed proper by the
      Company, in its sole judgment and discretion, for the purpose of
      permitting it to comply, or to facilitate its compliance, with any and
      all provisions of law now or hereafter in force with respect to the
      issue or transfer of or reporting with respect to any Shares issued
      pursuant to an Option.

VIII. Termination of Employment.
      In the event of termination of a Participant's employment for any cause
      other than death or dismissal for conduct injurious to the Company's
      business or interests (as determined by the Board or Committee), the
      Participant may exercise any portion of the Option, not theretofore
      exercised, which has or under the terms of the Option become exercisable
      before the Participant's termination of employment, before the
      expiration of three months following the date of termination of his
      employment plus such additional portion or portions, if any, as the
      Participant may be permitted to exercise with the specific consent of
      the Committee; provided, however, that if the Participant shall engage
      in any conduct injurious to the Company's business or interests in any
      material way (as determined in the sole discretion of the Board or
      Committee), then all rights under the Option shall forthwith lapse and
      terminate.

IX.   Rights in the Event of Death.
      In the case of the death of a Participant, any Option then held by him,
      which shall not have lapsed or terminated prior to death, shall continue
      in force and shall be exercisable from time to time, to the same extent
      as though the decedent had remained alive for the entire period of the
      Option, by this executor, administrator, legatees or distributees of his
      estate (his "successors"); provided, however, that if his successors
      shall engage in any conduct injurious to the business or interests of
      the Company in any material way (as determined in the sole discretion
      of the Board or Committee), then all rights under the Option shall
      forthwith lapse and terminate.

X.    Powers of the Committee.
      Except as provided in Section I.B. of the Plan, the Plan shall be
      administered by the Committee, subject to the general supervision of the
      Board.  The Board is hereby authorized subject to the provisions of the
      Plan to prescribe, amend and rescind rules and regulations of general
      application relating to the Plan and to make all other determinations
      (except as aforesaid) necessary or advisable for its administration.
      Any power granted to the Committee (except as aforesaid), either in this
      Plan or by the Board, may at any time be exercised by the Board.

XII.  Amendment and Discontinuance.
      A.  The Board is authorized to make such amendments to the Plan as shall
      be necessary to bring it into conformity with any regulation of any
      Governmental body having jurisdiction, and may otherwise alter the Plan
      subject, however, to prior or subsequent approval by the shareholders of
      the Company if the amendment would decrease the Option price or increase
      the number of Shares included in the Plan or the number allocable to any
      one person, or make any change in the class of employees eligible to
      receive Incentive Stock Options under the Plan, or would involve any
      factor which in the opinion of counsel for the Company might affect
      qualification under the Code in effect at the time or compliance with
      applicable SEC regulations.  The Board may at any time suspend or
      discontinue the Plan.  No action of the Board or shareholders may
      increase or may impair any Option granted under the Plan except as
      herein provided.

      B.  In the event of merger or consolidation of the Company into any
      other corporation, or in the event of the adoption of a Plan of complete
      or partial liquidation by requisite vote of the shareholders of the
      Company, the Plan and all outstanding Options shall terminate on the
      effective date of such merger or consolidation, or upon a date specified
      by the Board in case of a liquidation, provided that the Company shall
      make reasonable efforts to induce any corporate successor or prospective
      successor to assume all outstanding unexercised Options, with equitable
      adjustments of the Option price and number of Shares purchasable
      thereunder in light of the securities of the successor issued in the
      merger or consolidation.

      C.  Neither the Company nor any director or officer shall be liable to
      any person for anything done or omitted in administration of the Plan or
      any Option.  The issuance of stock upon proper and timely exercise of
      any Option may be compelled by an order of specific performance by any
      court of competent jurisdiction provided, however, that the obligation
      of the Company to issue Shares under the Plan shall be subject to (i)
      the effectiveness of a registration statement under the Securities Act
      of 1933, as amended, with respect to such Shares, if deemed necessary or
      appropriate by counsel for the Company, (ii) the condition that the
      Shares shall have been listed (or authorized for listing upon official
      notice of issuance) upon each stock exchange, if any, on which the
      Shares may then be listed and (iii) all other applicable laws,
      regulations, rules and orders which may then be in effect.