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Table of    Contents

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

**FORM 10-K**

(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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**TABLE OF    CONTENTS**

 

 

| FORM                10-K | Page |
|--------------------------|------|
| Part I                   |