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

**FORM 10-K/A**

**Amendment        No.1**

(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.**

**TABLE OF    CONTENTS**

| FORM                10-K/A                                                 | Page                                                                           |
|----------------------------------------------------------------------------|--------------------------------------------------------------------------------|
| Explanatory Note                                                           | 1                                                                              |
| Part                IV                                                     |                                                                                |
|                                                                       | Item                15. Exhibits, Financial Statement                Schedules | 2 |
| Signatures                                                                 | 3                                                                              |
| 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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**WEIS MARKETS,        INC.**

**EXPLANATORY    NOTE**

This Amendment No. 1 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.

**Page 1 of 3 (Form    10-K/A)**

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**WEIS MARKETS,        INC.**

**PART            IV**

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

| **Exhibit                No.** | **Exhibits**                                                                                                                   |
|--------------------------------|--------------------------------------------------------------------------------------------------------------------------------|
| 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 |

**Page 2 of 3 (Form    10-K/A)**

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**WEIS MARKETS,        INC.**

**SIGNATURES**

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

|                                                                                               |   | WEIS MARKETS,                INC.                 |   |
|----------------------------------------------------------------------------------------------------|--------|---------------------------------------------------|--------|
|                                                                                               |   | (Registrant)                                      |   |
|                                                                                               |   |                                              |   |
| Date         10/07/2008      |   | /S/Norman S.                Rich                  |   |
|                                                                                               |   | Norman S.                Rich                     |   |
|                                                                                               |   | Chief Executive                Officer            |   |
|                                                                                               |   | (principal executive                officer)      |   |
|                                                                                               |   |                                              |   |
| Date         10/07/2008      |   | /S/William R.                Mills                |   |
|                                                                                               |   | William R.                Mills                   |   |
|                                                                                               |   | Senior Vice President,                Treasurer   |   |
|                                                                                               |   | and Chief Financial                Officer        |   |
|                                                                                               |   | (principal financial                officer)      |   |
|                                                                                               |   |                                              |   |
| Date         10/07/2008      |   | /S/Scott F.                Frost                  |   |
|                                                                                               |   | Scott F                Frost                      |   |
|                                                                                               |   | Controller and                Assistant Treasurer |   |
|                                                                                               |   | (principal accounting                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         10/07/2008      |   | /S/Robert F.                Weis                  |   |
|----------------------------------------------------------------------------------------------------|--------|---------------------------------------------------|--------|
|                                                                                               |   | Robert F.                Weis                     |   |
|                                                                                               |   | Chairman of the Board                of Directors |   |
|                                                                                               |   |                                              |   |
| Date         10/07/2008      |   | /S/Jonathan H.                Weis                |   |
|                                                                                               |   | Jonathan H.                Weis                   |   |
|                                                                                               |   | Vice Chairman and                Secretary        |   |
|                                                                                               |   | and                Director                       |   |
|                                                                                               |   |                                              |   |
| Date         10/07/2008           |   | /S/Norman S.                Rich                  |   |
|                                                                                               |   | Norman S.                Rich                     |   |
|                                                                                               |   | Chief Executive                Officer            |   |
|                                                                                               |   | and                Director                       |   |
|                                                                                               |   |                                              |   |
| Date         10/07/2008      |   | /S/William R.                Mills                |   |
|                                                                                               |   | William R.                Mills                   |   |
|                                                                                               |   | Senior Vice President,                Treasurer   |   |
|                                                                                               |   | and Chief Financial                Officer        |   |
|                                                                                               |   | and                Director                       |   |
|                                                                                               |   |                                              |   |
| Date         10/07/2008      |   | /S/Matthew                Nimetz                  |   |
|                                                                                               |   | Matthew                Nimetz                     |   |
|                                                                                               |   | Director                                          |   |
|                                                                                               |   |                                              |   |
| Date         10/07/2008      |   | /S/Richard E.                Shulman              |   |
|                                                                                               |   | Richard E.                Shulman                 |   |
|                                                                                               |   | Director                                          |   |
|                                                                                               |   |                                              |   |
| Date         10/07/2008      |   | /S/Steven C.                Smith                 |   |
|                                                                                               |   | Steven C.                Smith                    |   |
|                                                                                               |   | Director                                          |   |

**Page 3 of 3 (Form    10-K/A)**

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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 7, 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 7, 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 Officer10/07/2008

/S/ William R. MillsWilliam R. Mills    Senior Vice President, Treasurer and Chief Financial    Officer    10/07/2008

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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