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

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

For the fiscal year ended December 26, 1998	Commission file number 1-5039

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

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

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

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
                                Yes    x       No

The aggregate market value of Common Stock held by non-affiliates of the
Registrant is approximately $835,951,000.  Shares of common stock outstanding
as of February 05, 1999 - 41,755,813.

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

Amendment #1 is being filed to correct Part I, Item 13.

DOCUMENTS INCORPORATED BY REFERENCE
Selected portions of the 1998 Weis Markets, Inc. Annual Report to Shareholders
are incorporated by reference in Part II and Part IV of this Form 10-K.

Selected portions of the Weis Markets, Inc. definitive proxy statement dated
March 4, 1999 are incorporated by reference in Part III of this Form 10-K.
<PAGE>
                                 WEIS MARKETS, INC.

Item 13.     Certain Relationships and Related Transactions:

             "Compensation of Directors", "Compensation Committee Interlocks
             and Insider Participation", "Board Compensation Committee Report
             on Executive Compensation," "Summary Compensation Table,"
             "Option/SAR Grants in Last Fiscal Year," "Aggregated Option/SAR
             Exercises in Last Fiscal Year and FY-End Option/SAR Values,"
             "Retirement Plans," "Shareholder Return Performance,"
             "Comparative Five-Year Total Returns," and "Comparative Ten-
             Year Income Percentages," on pages 5 through 10 of the Weis
             Markets, Inc., definitive proxy statement dated March 4, 1999 are
             incorporated herein by reference.


             Amendment:
             Central Properties, Inc., a Pennsylvania corporation ("Central
             Properties"), owns the land under a Company store and an adjacent
             parking lot in Lebanon, Pennsylvania. Central Properties leases
             these properties to the Company for rent payments which totaled
             $79,969 in 1998. The stockholders of Central Properties include
             Robert F. Weis, Chairman of the Board of Directors and Treasurer of
             the Company, and family members of Michael M. Apfelbaum, Joseph I.
             Goldstein and Jonathan H. Weis, each of whom is a director of the
             Company.




<PAGE>
                               WEIS MARKETS, INC.

                                  SIGNATURES

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


                                              WEIS MARKETS, INC.
                                                 (Registrant)



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


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



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



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



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