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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 SECURITES EXCHANGE ACT OF 1934     
|---- | ----------------------------------------------------------------------------------------
|     | For the fiscal year ended December 28, 2002                                             
|     | 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 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 an accelerated filer (as defined in Exchange Act Rule 12-b-2).   Yes [X]  No   [   ]



The aggregate market value of Common Stock held by non-affiliates of the Registrant is approximately $421,798,000.
Shares of common stock outstanding as of March 7, 2003 - 27,193,537.

DOCUMENTS INCORPORATED BY REFERENCE:  Selected portions of the Weis Markets, Inc. definitive proxy statement dated  March 7, 2003 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           | Page                                                                                         
|------------------- | ---------------------------------------------------------------------------------------------
|Part I              |                                                                                              
|                    | Item 1. Business                                                                             
|                    | Item 2. Properties                                                                           
|                    | Item 3. Legal Proceedings                                                                    
|                    | Item 4. Submission of Matters to a Vote of Security Holders                                  
|Part II             |                                                                                              
|                    | Item 5. Market for Registrant's Common Equity and Related Stockholder Matters                
|                    | Item 6. Selected Financial Data                                                              
|                    | Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
|                    |                                                                                              
|                    | Item 8. Financial Statements and Supplementary Data                                          
|                    | Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 
|Part III            |                                                                                              
|                    | Item 10. Directors and Executive Officers of the Registrant                                  
|                    | Item 11. Executive Compensation                                                              
|                    | Item 12. Security Ownership of Certain Beneficial Owners and Management                      
|                    | Item 13. Certain Relationships and Related Transactions                                      
|                    | Item 14. Controls and Procedures                                                             
|Part IV             |                                                                                              
|                    | Item 15. Exhibits, Financial Statements, Schedules and Reports on Form 8-K                   
|Signatures          | 30                                                                                           
|Certification - CEO | 31                                                                                           
|Certification - CFO | 32                                                                                           
|Exhibit 21          |                                                                                              
|Exhibit 99.1        |                                                                                              
|Exhibit 99.2        |                                                                                              
|                    |                                                                                              



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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 and pet supplies in Pennsylvania and surrounding states.  There was no material change in the nature of the company's business during fiscal 2002.  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 62% 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 President and Secretary.  Both are involved in the day-to-day operations of the business.



On May 7, 2001, the company repurchased approximately 14.5 million shares of its common stock from the family of the late Sigfried Weis for approximately $434.3 million in cash.  The company sold Weis Food Service, its regional food service division, in April of 2000.



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 company-operated photo labs and 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 owns and operates 160 retail food stores and owns SuperPetz, LLC, a chain of 33 pet supply stores.



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
|---- | ------- | ----- | ------- | -------- | ---------- | -----
|1998 | 56.00   | 13.84 | 11.69   | 5.99     | 4.00       | 8.48 
|1999 | 55.86   | 13.97 | 12.05   | 6.66     | 3.28       | 8.18 
|2000 | 57.61   | 15.22 | 12.75   | 7.82     | 3.17       | 3.43 
|2001 | 57.74   | 15.54 | 12.95   | 8.89     | 3.25       | 1.63 
|2002 | 55.39   | 15.29 | 14.73   | 9.83     | 3.28       | 1.48 



Retail food store locations by state and by trade name 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  | 132   | 103          | 17        | 6            | 1           | 3       | 2         
|Maryland      | 21    | 21           |           |              |             |         |           
|New Jersey    | 3     | 3            |           |              |             |         |           
|New York      | 2     | 2            |           |              |             |         |           
|Virginia      | 1     | 1            |           |              |             |         |           
|West Virginia | 1     | 1            |           |              |             |         |           
|Total         | 160   | 131          | 17        | 6            | 1           | 3       | 2         



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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 65,000 square feet, with an average size of approximately 45,000 square feet.  The following summarizes the number of stores by size categories:





|Square feet      | Number of stores
|---------------- | ----------------
|55,000 to 65,000 | 18              
|45,000 to 54,999 | 77              
|35,000 to 44,999 | 37              
|25,000 to 34,999 | 19              
|Under 25,000     | 9               
|Total            | 160             



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





|(square feet in thousands)     | 2002  | 2001 | 2000  | 1999 | 1998 
|------------------------------ | ----- | ---- | ----- | ---- | -----
|Beginning store count          | 163   |      | 163   |      | 163  
|New stores                     | 1     |      | 2     |      | 2    
|Relocations                    | 3     |      | ---   |      | 3    
|Acquistions                    | ---   |      | ---   |      | 4    
|Closed stores                  | (2    | )    | (2    | )    | (4   
|Relocated stores               | (3    | )    |       |      | (5   
|Sold                           | (2    | )    | ---   |      | ---  
|Ending store count             | 160   |      | 163   |      | 163  
|Total square feet, at year-end | 7,154 |      | 7,168 |      | 7,087
|Additions/major remodels       | 5     |      | 6     |      | 6    



The company supports the retail operations through a centrally located distribution facility, its own transportation fleet and three 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 Kentucky, 1 store in Maryland, 2 stores in Michigan, 8 stores in Ohio, 1 store in North Carolina, 7 stores in Pennsylvania, 5 stores in South Carolina, and 4 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 has approximately 19,000 full-time and part-time associates.



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Item 2.      Properties:







The company owns and operates one warehouse in Milton, Pennsylvania of approximately 1,109,000 square feet, and one in Northumberland, Pennsylvania totaling approximately 76,000 square feet.  The company also owns one warehouse in Sunbury, Pennsylvania totaling approximately 564,000 square feet of which 290,000 is sublet.  The company operates an ice cream plant, meat processing plant, ice plant and milk processing plant in the remaining 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 2002.



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PART II



Item 5.      Market for Registrant's Common Equity and Related Stockholder Matters:



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 28, 2002 as provided by the company's transfer agent was 5,614.  High and low stock prices and dividends paid per share for the last two fiscal years were:





|        | 2002        | 2001    
|------- | ----------- | --------
|        | Stock Price | Dividend
|Quarter | High        | Low     
|First   | $30.62      | $26.90  
|Second  | 38.18       | 29.30   
|Third   | 39.50       | 31.03   
|Fourth  | 35.45       | 29.79   



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     
|------------------------------------------------ | - | ------------- | - | ------------- | - | ------------- | - | ------------- | - | -------------
|                                                 |   | Ended         |   | Ended         |   | Ended         |   | Ended         |   | Ended        
|(dollars in thousands, except per share amounts) |   | Dec. 28, 2002 |   | Dec. 29, 2001 |   | Dec. 30, 2000 |   | Dec. 25, 1999 |   | Dec. 26, 1998
|Net sales                                        | $ | 1,999,364     | $ | 1,971,665     | $ | 2,042,329     | $ | 1,992,791     | $ | 1,853,892    
|Costs and expenses                               |   | 1,919,957     |   | 1,908,725     |   | 1,962,246     |   | 1,899,756     |   | 1,777,466    
|Income from operations                           |   | 79,407        |   | 62,940        |   | 80,083        |   | 93,035        |   | 76,426       
|Other income and expense                         |   | 15,279        |   | 18,907        |   | 36,729        |   | 30,980        |   | 58,072       
|Income before provision for income taxes         |   | 94,686        |   | 81,847        |   | 116,812       |   | 124,015       |   | 134,498      
|Provision for income taxes                       |   | 35,537        |   | 31,792        |   | 42,989        |   | 44,290        |   | 50,815       
|Net income                                       |   | 59,149        |   | 50,055        |   | 73,823        |   | 79,725        |   | 83,683       
|Retained earnings, beginning of year             |   | 648,522       |   | 1,069,986     |   | 1,040,354     |   | 1,003,170     |   | 960,419      
|                                                 |   | 707,671       |   | 1,120,041     |   | 1,114,177     |   | 1,082,895     |   | 1,044,102    
|Stock purchase and cancellation                  |   | ---           |   | 434,317       |   | ---           |   | ---           |   | ---          
|Cash dividends                                   |   | 29,377        |   | 37,202        |   | 44,191        |   | 42,541        |   | 40,932       
|Retained earnings, end of year                   | $ | 678,294       | $ | 648,522       | $ | 1,069,986     | $ | 1,040,354     | $ | 1,003,170    
|Weighted-average shares outstanding              |   | 27,201,170    |   | 32,298,696    |   | 41,695,347    |   | 41,718,188    |   | 41,775,991   
|Cash dividends per share                         | $ | 1.08          | $ | 1.08          | $ | 1.06          | $ | 1.02          | $ | 0.98         
|Basic and diluted earnings per share             | $ | 2.17          | $ | 1.55          | $ | 1.77          | $ | 1.91          | $ | 2.00         
|Working capital                                  | $ | 114,937       | $ | 102,331       | $ | 496,906       | $ | 481,728       | $ | 489,475      
|Total assets                                     | $ | 716,699       | $ | 704,185       | $ | 1,085,904     | $ | 1,058,221     | $ | 1,029,202    
|Long-term obligations                            | $ | ---           | $ | 25,000        | $ | ---           | $ | ---           | $ | ---          
|Shareholders' equity                             | $ | 552,432       | $ | 525,364       | $ | 947,886       | $ | 918,477       | $ | 890,641      
|Number of grocery stores                         |   | 160           |   | 163           |   | 163           |   | 163           |   | 158          
|Number of pet supply stores                      |   | 33            |   | 33            |   | 33            |   | 34            |   | 36           



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



Results of Operations



Sales increased 1.4% or $27.7 million to $1.999 billion for the 52-week fiscal year ended December 28, 2002 compared to sales of $1.972 billion for the 52 weeks of fiscal 2001.  Sales decreased $70.7 million in 2001 from the 53 weeks of fiscal 2000.  Same store sales increased 1.4% in 2002, decreased 1.4% in 2001, and increased 2.3% in 2000.



The company's 2002 sales results were affected by a softening economy; deflation in many categories, particularly meat, dairy and key grocery categories; and intensified competition throughout its market.  Total sales in 2001 compared to 2000 decreased as a result of the sale of the company's regional food service division in the second quarter and an additional week of business in 2000.  Excluding sales from year-over-year comparisons that were generated from the food service division and from the additional week in 2000, the company's sales increased .3%.  Adjusting for the extra week of sales, same store sales increased .6% in 2001 and .2% in 2000.



Gross profit as a percentage of sales increased from 25.7% in 2000 to 26.1% in 2001 and to 26.4% in 2002.  Gross profit dollars realized on sales in 2002 increased $13.2 million, or 2.6%, to $527.9 million compared to 2001 and decreased $9.5 million in 2001 compared to 2000.  Improvements in the company's supply chain network favorably impacted the gross profit rate in 2002.  The gross profit rate increase from 2000 to 2001 was attributable to a decline in product costs in key categories and the impact of lower gross profits realized in the food service division.



Operating, general and administrative expenses in 2002 totaled $448.5 million or 22.4% of sales, compared to 22.9% in 2001 and 21.7% in 2000.  Several factors contributed to the reduction in expense as a percentage of sales in 2002 as compared to 2001.  The company incurred $5.3 million in expenses associated with the stock repurchase in 2001.  With the implementation of Statement 142 in 2002 (see Footnote 11), amortization of intangibles was reduced by $2.0 million.  The company also realized success in several expense control initiatives throughout the organization.



In 2002, the company's investment income totaled $879,000, a decrease of $9.0 million or 91.1% compared to the same period a year ago.  The company sold the majority of its investment portfolio in the first half of 2001 in order to complete its all cash stock repurchase transaction.  In 2001, the company earned $9.9 million in investment income, an $8.7 million decrease from 2000.  The company realized gains on the sale of marketable securities of $.6 million in 2001 and $1.3 million in 2000.



The company's other income and expense is primarily generated from rental payments, coupon-handling fees, lottery commissions, cardboard salvage, gain or loss on the sale of fixed assets and interest expense.  Other income in 2002 totaled $14.8 million or .7% of sales, a $4.4 million or 42.3% increase compared to 2001.  Gains realized on the sale of assets in 2002, consisting primarily of closed store facilities, were $3.6 million.  In 2000, the company realized $5.8 million in other income from the sale of its food service division.



Interest expense in 2002 totaled $394,000 compared to $1.4 million in 2001 and $0 interest expense in 2000.  In 2002, the company entered into a $100 million unsecured revolving credit facility to provide funds for general corporate purposes.  As of the end of the year, the company had not borrowed any funds under this loan facility.



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



The company's combined federal and state effective tax rate was 37.5% in 2002, 38.8% in 2001 and 36.8% in 2000.  The tax rate increased in 2001 after the company sold its large position in tax-free investments in order to complete its stock repurchase.  The company's federal income tax returns for the years 1997 through 1999 are under a routine audit by the Internal Revenue Service.  The Internal Revenue Service has provided the company with a number of preliminary notices of proposed adjustment.  The Internal Revenue Service has not completed its audit; however, if it were to propose a deficiency, the amount may be material to the overall financial position of the company.  The company believes that it has meritorious defenses and would vigorously contest these matters.



Net income in 2002 was $59.1 million or 3.0% of sales compared to $50.1 million or 2.5% of sales in 2001 and $73.8 million or 3.6% of sales in 2000.  Basic and diluted earnings per share of $2.17 in 2002 compared to $1.55 in 2001 and $1.77 in 2000.  The impact from the company's large stock repurchase was fully realized in the company's earnings per share results for 2002 and partially realized in 2001.  At the end of 2002, the company had 27.2 million shares of common stock outstanding.  Basic and diluted earnings per share are computed using weighted-average shares outstanding, which were 27.2 million in 2002, 32.3 million in 2001, and 41.7 million in 2000.



As of the end of the fiscal year, Weis Markets, Inc. operated 160 retail food stores and 33 SuperPetz pet supply stores.  The company currently operates supermarkets in Pennsylvania, Maryland, New Jersey, New York, Virginia and West Virginia.  SuperPetz operates stores in Alabama, Georgia, Indiana, Kentucky, Maryland, Michigan, North Carolina, Ohio, Pennsylvania, South Carolina and Tennessee.



Liquidity and Capital Resources



Net cash provided by operating activities totaled $106.5 million in 2002 compared with $113.9 million in 2001 and $125.6 million in 2000.  Working capital increased 12.3% in 2002, decreased 79.4% in 2001, and increased 3.2% in 2000.  The considerable decline in working capital in 2001 was the result of the sale of most of the company's investment portfolio in order to fund the large repurchase of common stock.



Net cash used in investing activities during 2002 was $51.1 million compared to $332.8 million provided by investing activities in 2001 and $82.4 million used in 2000.  In 2002 and 2000, these funds were used primarily for the purchase of new securities and the purchase of property and equipment.  Property and equipment purchases during fiscal 2002 totaled $46.1 million compared to $48.1 million in 2001 and $56.3 million in 2000.  Intangible and other assets increased $13.4 million in 2000 due to grocery store acquisitions.  As a percentage of sales, capital expenditures were 2.3%, 2.4% and 2.8% in 2002, 2001 and 2000, 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 $72.4 million in 2003.



Net cash used in financing activities during 2002 was $54.7 million compared to $446.8 million in 2001 and $44.4 million in 2000.  During 2002, the company cancelled its bridge credit agreement and established a three-year unsecured revolving credit facility in the amount of $100 million to provide funds for general corporate purposes including working capital and letters of credit.  In 2001, the company purchased and cancelled 14.5 million shares of common stock for $434.3 million.



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



Total cash dividend payments on common stock amounted to $1.08 per share in 2002 and 2001 compared to $1.06 in 2000.  Treasury stock purchases in the last three years were minimal.  The Board of Directors' 1996 resolution authorizing the purchase of 1,000,000 shares of treasury stock has a remaining balance of 546,707 shares.  The company has no other commitment of capital resources as of December 28, 2002, other than the lease commitments on its store facilities under operating leases that expire at various dates up to 2024.



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 long-term debt.  The company's marketable securities currently consist of Pennsylvania tax-free state and municipal bonds, U.S. Treasury securities, equity securities and other short-term investments.



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.  Weis Markets' management continually monitors the risk associated with its marketable securities.  A quantitative tabular presentation of risk exposure is located in Item 7a.



Critical Accounting Policies



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 rebates, credits and promotional allowances that relate to the company's buying and merchandising activities, including lump-sum payments associated with long-term contracts, are recorded as a component of cost of sales as they are earned, in accordance with its underlying agreement.



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



Accrued 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 eight years.  At December 28, 2002, closed store lease liabilities totaled $3.1 million.  The company estimates the lease liabilities, net of 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 the change becomes 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.



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 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 $1,000,000 per claim.  Property and casualty insurance coverage is maintained with outside carriers at deductible or retention levels ranging from $100,000 to $500,000.  Significant assumptions used in the development of the actuarial estimates include reliance on our historical claims data including average monthly claims and average lag time between incurrence and payment.



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.



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





|(dollars in thousands)            |   | Expected Maturity Dates |   | Fair Value
|--------------------------------- | - | ----------------------- | - | ----------
|December 28, 2002                 |   | 2003                    |   | 2004      
|Rate sensitive assets:            |   |                         |   |           
|Fixed interest rate securities    | $ | 6,000                   | $ | 1,500     
|Average interest rate             |   | 1.98                    | % | 4.40      
|Variable interest rate securities | $ | 25,764                  | $ | ---       
|Average interest rate             |   | 1.23                    | % | ---       
|                                  |   |                         |   |           
|(dollars in thousands)            |   | Expected Maturity Dates |   | Fair Value
|December 29, 2001                 |   | 2002                    |   | 2003      
|Rate sensitive assets:            |   |                         |   |           
|Fixed interest rate securities    | $ | 15                      | $ | 1,000     
|Average interest rate             |   | 4.97                    | % | 4.48      
|Variable interest rate securities | $ | 11,930                  | $ | ---       
|Average interest rate             |   | 2.80                    | % | ---       
|Rate sensitive liabilities:       |   |                         |   |           
|Variable interest rate securities | $ | 25,000                  | $ | ---       
|Average interest rate             |   | 3.00                    | % | ---       



Other Relevant Market Risks
The company's equity securities at December 29, 2001 had a cost basis of $3,125,000 and a fair value of $14,161,000.  The dividend yield realized on these equity investments was 2.90% in 2001.  The company's equity securities at December 28, 2002 had a cost basis of $3,125,000 and a fair value of $10,179,000.  The dividend yield realized on these equity investments was 4.07% in 2002.  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.



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Item 8.      Financial Statements and Supplementary Data:





|WEIS MARKETS, INC.                     
|---------------------------------------
|CONSOLIDATED BALANCE SHEETS            
|(dollars in thousands)                 
|December 28, 2002 and December 29, 2001





|                                                                     |   | 2002     |   |   | 2001     |  
|-------------------------------------------------------------------- | - | -------- | - | - | -------- | -
|Assets                                                               |   |          |   |   |          |  
|Current:                                                             |   |          |   |   |          |  
|Cash                                                                 | $ | 3,929    |   | $ | 3,255    |  
|Marketable securities                                                |   | 43,510   |   |   | 28,675   |  
|Accounts receivable, net                                             |   | 30,188   |   |   | 26,530   |  
|Inventories                                                          |   | 182,832  |   |   | 169,952  |  
|Prepaid expenses                                                     |   | 3,980    |   |   | 8,294    |  
|Income taxes recoverable                                             |   | ---      |   |   | 3,395    |  
|Total current assets                                                 |   | 264,439  |   |   | 240,101  |  
|Property and equipment, net                                          |   | 428,153  |   |   | 439,977  |  
|Intangible and other assets                                          |   | 24,107   |   |   | 24,107   |  
|                                                                     | $ | 716,699  |   | $ | 704,185  |  
|Liabilities                                                          |   |          |   |   |          |  
|Current:                                                             |   |          |   |   |          |  
|Accounts payable                                                     | $ | 101,917  |   | $ | 98,382   |  
|Accrued expenses                                                     |   | 15,704   |   |   | 11,043   |  
|Accrued self-insurance                                               |   | 16,117   |   |   | 15,040   |  
|Payable to employee benefit plans                                    |   | 8,950    |   |   | 8,672    |  
|Income taxes payable                                                 |   | 6,112    |   |   | ---      |  
|Deferred income taxes                                                |   | 702      |   |   | 4,633    |  
|Total current liabilities                                            |   | 149,502  |   |   | 137,770  |  
|Deferred income taxes                                                |   | 14,765   |   |   | 16,051   |  
|Long-term debt                                                       |   | ---      |   |   | 25,000   |  
|Shareholders' Equity                                                 |   |          |   |   |          |  
|Common stock, no par value,100,800,000 shares authorized,            |   |          |   |   |          |  
|32,986,337 and 32,978,037 shares issued, respectively                |   | 7,882    |   |   | 7,630    |  
|Retained earnings                                                    |   | 678,294  |   |   | 648,522  |  
|Accumulated other comprehensive income                               |   | 4,145    |   |   | 6,479    |  
|                                                                     |   | 690,321  |   |   | 662,631  |  
|Treasury stock at cost, 5,792,800 and 5,774,830 shares, respectively |   | (137,889 | ) |   | (137,267 | )
|Total shareholders' equity                                           |   | 552,432  |   |   | 525,364  |  
|                                                                     | $ | 716,699  |   | $ | 704,185  |  
|See accompanying notes to consolidated financial statements.         |  





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|WEIS MARKETS, INC.                              
|------------------------------------------------
|CONSOLIDATED STATEMENTS OF INCOME               
|(dollars in thousands, except per share amounts)
|For the Fiscal Years Ended December 28, 2002,   
|December 29, 2001 and December 30, 2000         



|                                                               |   | 2002       |   | 2001       |   | 2000      
|-------------------------------------------------------------- | - | ---------- | - | ---------- | - | ----------
|Net sales                                                      | $ | 1,999,364  | $ | 1,971,665  | $ | 2,042,329 
|Cost of sales, including warehousing and distribution expenses |   | 1,471,479  |   | 1,457,002  |   | 1,518,136 
|Gross profit on sales                                          |   | 527,885    |   | 514,663    |   | 524,193   
|Operating, general and administrative expenses                 |   | 448,478    |   | 451,723    |   | 444,110   
|Income from operations                                         |   | 79,407     |   | 62,940     |   | 80,083    
|Investment income                                              |   | 879        |   | 9,860      |   | 18,557    
|Other income and expense                                       |   | 14,400     |   | 9,047      |   | 18,172    
|Income before provision for income taxes                       |   | 94,686     |   | 81,847     |   | 116,812   
|Provision for income taxes                                     |   | 35,537     |   | 31,792     |   | 42,989    
|Net income                                                     | $ | 59,149     | $ | 50,055     | $ | 73,823    
|Weighted-average shares outstanding                            |   | 27,201,170 |   | 32,298,696 |   | 41,695,347
|Cash dividends per share                                       | $ | 1.08       | $ | 1.08       | $ | 1.06      
|Basic and diluted earnings per share                           | $ | 2.17       | $ | 1.55       | $ | 1.77      
|See accompanying notes to consolidated financial statements.  





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|WEIS MARKETS, INC.                             
|-----------------------------------------------
|CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
|(dollars in thousands)                         
|For the Fiscal Years Ended December 28, 2002,  
|December 29, 2001 and December 30, 2000        





|                                                             |   |        |   |           |   | Accumulated   |   |          |      |               |  
|------------------------------------------------------------ | - | ------ | - | --------- | - | ------------- | - | -------- | ---- | ------------- | -
|                                                             |   |        |   |           |   | Other         |   |          |      | Total         |  
|                                                             |   | Common |   | Retained  |   | Comprehensive |   | Treasury |      | Shareholders' |  
|                                                             |   | Stock  |   | Earnings  |   | Income        |   | Stock    |      | Equity        |  
|Balance at December 25, 1999                                 | $ | 7,559  | $ | 1,040,354 | $ | 7,343         | $ | (136,779 | )  $ | 918,477       |  
|Net income                                                   |   | ---    |   | 73,823    |   | ---           |   | ---      |      | 73,823        |  
|Other comprehensive income                                   |   | ---    |   | ---       |   | (59           | ) |          |      | (59           | )
|Comprehensive income                                         |   |        |   |           |   |               |   |          |      | 73,764        |  
|Shares issued for options (1,250 shares)                     |   | 35     |   | ---       |   | ---           |   | ---      |      | 35            |  
|Treasury stock purchased (5,268 shares)                      |   | ---    |   | ---       |   | ---           |   | (199     | )    | (199          | )
|Dividends paid                                               |   | ---    |   | (44,191   | ) | ---           |   | ---      |      | (44,191       | )
|Balance at December 30, 2000                                 |   | 7,594  |   | 1,069,986 |   | 7,284         |   | (136,978 | )    | 947,886       |  
|Net income                                                   |   | ---    |   | 50,055    |   | ---           |   | ---      |      | 50,055        |  
|Other comprehensive income                                   |   | ---    |   | ---       |   | (805          | ) | ---      |      | (805          | )
|Comprehensive income                                         |   |        |   |           |   |               |   |          |      | 49,250        |  
|Shares issued for options (1,300 shares)                     |   | 36     |   | ---       |   | ---           |   | ---      |      | 36            |  
|Shares purchased and cancelled (14,477,242
    shares)       |   | ---    |   | (434,317  | ) | ---           |   | ---      |      | (434,317      | )
|Treasury stock purchased (8,708 shares)                      |   | ---    |   | ---       |   | ---           |   | (289     | )    | (289          | )
|Dividends paid                                               |   | ---    |   | (37,202   | ) | ---           |   | ---      |      | (37,202       | )
|Balance at December 29, 2001                                 |   | 7,630  |   | 648,522   |   | 6,479         |   | (137,267 | )    | 525,364       |  
|Net income                                                   |   | ---    |   | 59,149    |   | ---           |   | ---      |      | 59,149        |  
|Other comprehensive income                                   |   | ---    |   | ---       |   | (2,334        | ) | ---      |      | (2,334        | )
|Comprehensive income                                         |   |        |   |           |   |               |   |          |      | 56,815        |  
|Shares issued for options (8,300 shares)                     |   | 252    |   | ---       |   | ---           |   | ---      |      | 252           |  
|Treasury stock purchased (17,970 shares)                     |   | ---    |   | ---       |   | ---           |   | (622     | )    | (622          | )
|Dividends paid                                               |   | ---    |   | (29,377   | ) | ---           |   | ---      |      | (29,377       | )
|Balance at December 28, 2002                                 | $ | 7,882  | $ | 678,294   | $ | 4,145         | $ | (137,889 | )  $ | 552,432       |  
|See accompanying notes to consolidated financial statements.





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|WEIS MARKETS, INC.                           
|---------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS        
|(dollars in thousands)                       
|For the Fiscal Years Ended December 28, 2002,
|December 29, 2001 and December 30, 2000      

|                                                    |   | 2002    |   | 2001     |   | 2000     |  
|--------------------------------------------------- | - | ------- | - | -------- | - | -------- | -
|Cash flows from operating activities:               |   |         |   |          |   |          |  
|Net income                                          | $ | 59,149  | $ | 50,055   | $ | 73,823   |  
|Adjustments to reconcile net income to              |   |         |   |          |   |          |  
|net cash provided by operating activities:          |   |         |   |          |   |          |  
|Depreciation                                        |   | 41,885  |   | 43,755   |   | 44,169   |  
|Amortization                                        |   | 5,797   |   | 7,222    |   | 6,682    |  
|(Gain) loss on sale of fixed assets                 |   | (3,620  | ) | 1,629    |   | (5,913   | )
|Gain on sale of marketable securities               |   | ---     |   | (570     | ) | (1,279   | )
|Changes in operating assets and liabilities:        |   |         |   |          |   |          |  
|Inventories                                         |   | (12,880 | ) | (1,411   | ) | (1,395   | )
|Accounts receivable and prepaid expenses            |   | 656     |   | (2,923   | ) | 8,508    |  
|Income taxes recoverable                            |   | 3,395   |   | (251     | ) | 1,194    |  
|Accounts payable and other liabilities              |   | 9,551   |   | 14,993   |   | (2,696   | )
|Income taxes payable                                |   | 6,112   |   | ---      |   | ---      |  
|Deferred income taxes                               |   | (3,561  | ) | 1,381    |   | 2,472    |  
|Net cash provided by operating activities           |   | 106,484 |   | 113,880  |   | 125,565  |  
|                                                    |   |         |   |          |   |          |  
|Cash flows from investing activities:               |   |         |   |          |   |          |  
|Purchase of property and equipment                  |   | (46,056 | ) | (48,046  | ) | (56,331  | )
|Proceeds from the sale of property and equipment    |   | 14,520  |   | 86       |   | 11,714   |  
|Purchase of marketable securities                   |   | (21,754 | ) | (299,064 | ) | (259,574 | )
|Proceeds from maturities of marketable securities   |   | 2,929   |   | 556,141  |   | 108,154  |  
|Proceeds from sale of marketable securities         |   | ---     |   | 123,660  |   | 127,043  |  
|Increase in intangible and other assets             |   | (702    | ) | (19      | ) | (13,379  | )
|Net cash provided by (used in) investing activities |   | (51,063 | ) | 332,758  |   | (82,373  | )
|                                                    |   |         |   |          |   |          |  
|Cash flows from financing activities:               |   |         |   |          |   |          |  
|Proceeds (payments) of long-term debt, net          |   | (25,000 | ) | 25,000   |   | ---      |  
|Proceeds from issuance of common stock              |   | 252     |   | 36       |   | 35       |  
|Dividends paid                                      |   | (29,377 | ) | (37,202  | ) | (44,191  | )
|Purchase and cancellation of stock                  |   | ---     |   | (434,317 | ) | ---      |  
|Purchase of treasury stock                          |   | (622    | ) | (289     | ) | (199     | )
|Net cash used in financing activities               |   | (54,747 | ) | (446,772 | ) | (44,355  | )
|                                                    |   |         |   |          |   |          |  
|Net increase (decrease) in cash                     |   | 674     |   | (134     | ) | (1,163   | )
|Cash at beginning of year                           |   | 3,255   |   | 3,389    |   | 4,552    |  
|Cash at end of year                                 | $ | 3,929   | $ | 3,255    | $ | 3,389    |  



|See accompanying notes to consolidated financial statements.
|------------------------------------------------------------





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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 and pet supplies in Pennsylvania and surrounding states.  There was no material change in the nature of the company's business during fiscal 2002.



(b)  Definition of Fiscal Year
The company's fiscal year ends on the last Saturday in December.  Fiscal 2002, 2001 and 2000 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)  Marketable Securities
Marketable securities consist of Pennsylvania tax-free state and municipal bonds, U.S. Treasury securities, U.S. Government federal agency notes, equity securities and other short-term investments.  By policy, the company invests primarily in high-grade marketable securities.  The company classifies all of its marketable securities as available-for-sale.



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 market 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.



(e)  Inventories
Inventories are valued at the lower of cost or market, using both the last-in, first-out (LIFO) and average cost methods.



(f)  Property and Equipment
Property and equipment are carried at cost.  Depreciation is provided on the cost of buildings and improvements and equipment principally using accelerated methods.  Leasehold improvements are amortized 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 income.



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Note 1   Summary of Significant Accounting Policies (continued)



(g)  Store Closing CostsThe 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 eight years.  At December 28, 2002, closed store lease liabilities totaled $3.1 million.  The company estimates the lease liabilities, net of sublease income, using the undiscounted rent payments of closed stores.



(h)  Intangible Assets
Intangible assets are generally amortized over periods ranging from 15 to 20 years.



(i)  Insurance Programs
The company maintains self-insurance programs for the majority of its associate health care benefits and workers compensation 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 $1,000,000 per claim.  Property and casualty insurance coverage is maintained with outside carriers at deductible or retention levels ranging from $100,000 to $500,000.



(j)  Incentive Plans
The company has elected to follow the intrinsic value method of accounting as detailed in the Accounting Principles Board's Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related Interpretations in accounting for its associate stock options because the alternative fair value accounting provided for under FASB Statement No. 123, "Accounting for Stock-Based Compensation," (Statement No. 123) requires use of option valuation models that were not developed for use in valuing associate stock options.  The effect of applying Statement No. 123's fair value method to the company's stock-based awards results in pro forma net income and earnings per share that are not materially different from amounts reported.



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



(l)  Revenue Recognition
Revenues from the sale of products to the company's customers are recognized at the point of sale.



(m)  Vendor Allowances
Vendor rebates, credits and promotional allowances that relate to the company's buying and merchandising activities, including lump-sum payments associated with long-term contracts, are recorded as a component of cost of sales as they are earned, in accordance with its underlying agreement.



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Note 1   Summary of Significant Accounting Policies (continued)



(n)  Advertising Costs
The company expenses advertising costs as incurred.  The company recorded advertising expense of $23.6 million in 2002, $26.3 million in 2001 and $25.4 million in 2000.



(o)  New Accounting Standards
As of December 30, 2001, the company adopted Emerging Issues Task Force Issue Nos. 00-14, "Accounting for Certain Sales Incentives;" 00-22, "Accounting for 'Points' and Certain Other Time-Based or Volume-Based Sales Incentives Offers, and Offers for Free Products or Services to Be Delivered in the Future;" and 00-25, "Vendor Income Statement Characterization of Consideration from a Vendor to a Retailer" (EITF Issues).  These EITF Issues establish new rules for accounting for certain sales incentives, loyalty programs and vendor contracts; however, the adoption of these EITF Issues do not have an impact on the company's net income or shareholders' equity.  These EITF Issues require certain sales incentives, which prior to adoption were reported as expenses or costs of goods sold, to be classified as a reduction of revenue.  Prior year financial statements were reclassified to conform to the requirements of these EITF Issues.



In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, "Business Combinations" (Statement No. 141) and No. 142, "Goodwill and Other Intangible Assets" (Statement No. 142) effective for fiscal years beginning after December 15, 2001.  Under the new rules, goodwill and intangible assets deemed to have indefinite lives are no longer amortized but are subjected to annual impairment tests in accordance with the Statements.  Other intangible assets will continue to be amortized over their useful lives.



The company applied Statement No. 142 in the first quarter of fiscal 2002.  Application of the Statement resulted in an increase in pre-tax net income of approximately $2.0 million for fiscal 2002 due to the elimination of amortization of goodwill.  The company performed the required impairment tests of goodwill and determined that the company's goodwill was not impaired.



(p)  Earnings Per Share
Basic and diluted earnings per share are the same amounts for each period presented.



(q)  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 financial statements in conformity with generally accepted accounting principles.  Actual results could differ from those estimates.



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##### Table of ContentsWEIS MARKETS, INC.



Note 2  Marketable Securities
Marketable securities, as of December 28, 2002 and December 29, 2001, consisted of:



|                                       |   |           |   | Gross      |   | Gross      |   |       
|-------------------------------------- | - | --------- | - | ---------- | - | ---------- | - | ------
|                                       |   |           |   | Unrealized |   | Unrealized |   |       
|(dollars in thousands)                 |   | Amortized |   | Holding    |   | Holding    |   | Fair  
|December 28, 2002                      |   | Cost      |   | Gains      |   | Losses     |   | Value 
|Available-for-sale:                    |   |           |   |            |   |            |   |       
|Pennsylvania state and municipal bonds | $ | 6,514     | $ | 26         | $ | ---        | $ | 6,540 
|U.S. Treasury securities               |   | 1,023     |   | 4          |   | ---        |   | 1,027 
|Equity securities                      |   | 3,125     |   | 7,064      |   | 10         |   | 10,179
|Other short-term investments           |   | 25,764    |   | ---        |   | ---        |   | 25,764
|                                       | $ | 36,426    | $ | 7,094      | $ | 10         | $ | 43,510





|                                       |   |           |   | Gross      |   | Gross      |   |       
|-------------------------------------- | - | --------- | - | ---------- | - | ---------- | - | ------
|                                       |   |           |   | Unrealized |   | Unrealized |   |       
|(dollars in thousands)                 |   | Amortized |   | Holding    |   | Holding    |   | Fair  
|December 29, 2001                      |   | Cost      |   | Gains      |   | Losses     |   | Value 
|Available-for-sale:                    |   |           |   |            |   |            |   |       
|Pennsylvania state and municipal bonds | $ | 1,524     | $ | ---        | $ | ---        | $ | 1,524 
|U.S. Treasury securities               |   | 1,022     |   | 38         |   | ---        |   | 1,060 
|Equity securities                      |   | 3,125     |   | 11,036     |   | ---        |   | 14,161
|Other short-term investments           |   | 11,930    |   | ---        |   | ---        |   | 11,930
|                                       | $ | 17,601    | $ | 11,074     | $ | ---        | $ | 28,675



Maturities of marketable securities classified as available-for-sale at December 28, 2002, were as follows:





|                                                                                 |   | Amortized |   | Fair  
|-------------------------------------------------------------------------------- | - | --------- | - | ------
|(dollars in thousands)                                                           |   | Cost      |   | Value 
|Available-for-sale:                                                              |   |           |   |       
|Due within one year                                                              | $ | 31,787    | $ | 31,791
|Due after one year through five years                                            |   | 1,514     |   | 1,540 
|Equity securities                                                                |   | 3,125     |   | 10,179
|                                                                                 | $ | 36,426    | $ | 43,510
|                                                                                 |   |           |   |       
|See additional disclosures regarding marketable securities in notes 1(d) and 13. |   |           |   |       



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##### Table of ContentsWEIS MARKETS, INC.



Note 3  Inventories
Merchandise inventories, as of December 28, 2002 and December 29, 2001, were valued as follows:





|(dollars in thousands) |   | 2002    |   | 2001   
|---------------------- | - | ------- | - | -------
|LIFO                   | $ | 145,138 | $ | 134,544
|Average cost           |   | 37,694  |   | 35,408 
|                       | $ | 182,832 | $ | 169,952



If all inventories were valued on the average cost method, which approximates current cost, total inventories would have been $39,006,000 and $41,014,000 higher than as reported on the above methods as of December 28, 2002 and December 29, 2001, respectively.



Although 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, the following summary of net income and per share amounts based on the use of the average cost method for valuing all inventories is presented for comparative purposes.





|(dollars in thousands, except per share amounts) |   | 2002   |   | 2001   |   | 2000  
|------------------------------------------------ | - | ------ | - | ------ | - | ------
|Net income                                       | $ | 57,975 | $ | 48,947 | $ | 73,477
|Basic and diluted earnings per share             | $ | 2.13   | $ | 1.52   | $ | 1.76  



Note 4  Property and Equipment
Property and equipment, as of December 28, 2002 and December 29, 2001, consisted of:





|                                               | Useful Life |   |         |   |        
|---------------------------------------------- | ----------- | - | ------- | - | -------
|(dollars in thousands)                         | (in years)  |   | 2002    |   | 2001   
|Land                                           |             | $ | 64,209  | $ | 69,103 
|Buildings and improvements                     | 10-60       |   | 335,224 |   | 325,775
|Equipment                                      | 3-12        |   | 478,570 |   | 475,472
|Leasehold improvements                         | 5-20        |   | 99,690  |   | 99,692 
|Total, at cost                                 |             |   | 977,693 |   | 970,042
|Less accumulated depreciation and amortization |             |   | 549,540 |   | 530,065
|                                               |             | $ | 428,153 | $ | 439,977



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Note 5  Lease Commitments
At December 28, 2002, the company leased approximately 58% of its open store facilities under operating leases that expire at various dates up to 2024.  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.



Rent expense on all leases consisted of:





|(dollars in thousands) |   | 2002   |   | 2001   |   | 2000  
|---------------------- | - | ------ | - | ------ | - | ------
|Minimum annual rentals | $ | 29,291 | $ | 29,706 | $ | 27,685
|Contingent rentals     |   | 274    |   | 219    |   | 297   
|                       | $ | 29,565 | $ | 29,925 | $ | 27,982



The following is a schedule by year of future minimum rental payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of December 28, 2002.





|(dollars in thousands) |   |        
|---------------------- | - | -------
|2003                   | $ | 28,781 
|2004                   |   | 27,521 
|2005                   |   | 24,279 
|2006                   |   | 22,068 
|2007                   |   | 19,475 
|Thereafter             |   | 141,213
|                       | $ | 263,337



The company has $3,101,000 accrued 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 for these locations are included in the above schedule.



As of December 28, 2002, the future minimum rentals to be received under non-cancelable leases and subleases were $5,321,000.



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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 associate stock bonus plan covering eligible associates and two supplemental retirement plans covering certain officers of the company.  An eligible associate as defined in the Weis Markets, Inc. Profit Sharing Plan includes 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.



The company's supplemental retirement plans provide for the payment of specific amounts of annual retirement benefits to the officers or to their beneficiaries over an actuarially computed normal life expectancy.  The actuarial present value of accumulated benefits amounted to $7,824,000 and $7,551,000 at December 28, 2002 and December 29, 2001, respectively.



Retirement plan costs amounted to:





|(dollars in thousands)        |   | 2002  |   | 2001  |   | 2000 
|----------------------------- | - | ----- | - | ----- | - | -----
|Retirement savings plan       | $ | 987   | $ | 955   | $ | 945  
|Profit-sharing plan           |   | 850   |   | 850   |   | 850  
|Employee stock bonus plan     |   | 40    |   | 40    |   | 40   
|Supplemental retirement plans |   | 400   |   | 303   |   | 617  
|                              | $ | 2,277 | $ | 2,148 | $ | 2,452



The company has no other post-retirement benefit plans.



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Note 7  Incentive Plans
(a)  Stock Option Plan
The company has an incentive stock option plan for officers and other key associates under which 185,480 shares of common stock are reserved for issuance at December 28, 2002.  Under the terms of the plan, option prices are 100% of the "fair market value" of the shares on the date granted.  Options granted are immediately exercisable and expire ten years after date of grant.



Changes during the three years ended December 28, 2002, in options outstanding under the plan were as follows:





|                           |  | Weighted-Average |  | Shares       |  
|-------------------------- |  | ---------------- |  | ------------ | -
|                           |  | Exercise Price   |  | Under Option |  
|Balance, December 25, 1999 |  | $34.37           |  | 85,720       |  
|Granted                    |  | $35.13           |  | 35,450       |  
|Exercised                  |  | $27.30           |  | (1,250       | )
|Forfeited                  |  | $33.53           |  | (3,400       | )
|Balance, December 30, 2000 |  | $34.70           |  | 116,520      |  
|Granted                    |  | $32.72           |  | 5,750        |  
|Exercised                  |  | $27.81           |  | (1,300       | )
|Forfeited                  |  | $35.40           |  | (950         | )
|Balance, December 29, 2001 |  | $34.68           |  | 120,020      |  
|Granted                    |  | $35.73           |  | 750          |  
|Exercised                  |  | $30.40           |  | (8,300       | )
|Forfeited                  |  | $35.93           |  | (1,200       | )
|Balance, December 28, 2002 |  | $34.99           |  | 111,270      |  



Exercise prices for options outstanding as of December 28, 2002 ranged from $26.25 to $37.94.  The weighted-average remaining contractual life of those options is 5.7 years.  As of December 28, 2002, all options are exercisable.



(b)  Company Appreciation Plan
Under the company appreciation plan, officers and other associates are awarded rights equivalent to shares of company common stock.  At the maturity date, usually one year after the date of award, the value of any appreciation from the original date of issue is paid in cash to the participants.



During 2002, 2001 and 2000, 13,500, 20,100 and 56,750 rights, respectively, were awarded under the program.  Earnings were charged $37,000 in 2002, credited $188,000 in 2001 and credited $95,000 in 2000 for appropriate changes to the accrued expense for this plan.

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Note 8  Long-Term Debt
In October 2002, the company entered into a three-year unsecured Revolving Credit Agreement (the "Credit Agreement") in the amount of $100 million to provide funds for general corporate purposes including working capital and letters of credit.  The Credit Agreement requires the maintenance of affirmative and negative covenants, which among other things restrict stock purchases, capital expenditures, and asset dispositions.  The covenants include the preservation of a minimum consolidated net worth and a fixed charge coverage ratio.  Borrowings under the Credit Agreement bear interest at a Base-Rate Option or Euro-Rate Option at the discretion of the company.  The Base Rate is the greater of Prime Rate or 0.50% plus the Federal Funds Effective Rate.  The Euro-Rate is based upon the London interbank market plus an Applicable Margin. The Applicable Margin equals 0.625% plus a Usage Fee of 0.125% when borrowings exceed 33% of the aggregate committed amounts, or 0.25% when borrowings exceed 67% of the aggregate committed amounts, or 0% in all other cases.  The company also pays a commitment fee equal to 0.15% per annum on the unused portion of the Credit Agreement.  At December 28, 2002, the company had no cash borrowings but had outstanding letters of credit of approximately $18 million under the Credit Agreement.  The letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions.



The company entered into an unsecured $60 million bridge credit agreement on May 7, 2001, to provide funds for general corporate purposes.  The availability under the bridge credit agreement was reduced to $45 million on November 15, 2001, $30 million on March 29, 2002, $25 million on May 31, 2002, and cancelled on August 30, 2002.  The weighted-average interest rate for funds borrowed via the bridge credit agreement was 2.9% and 3.0% in 2002 and 2001, respectively.



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Note 9  Income Taxes
The provision for income taxes consists of:





|(dollars in thousands) |   | 2002   |   | 2001   |   | 2000  
|---------------------- | - | ------ | - | ------ | - | ------
|Currently payable:     |   |        |   |        |   |       
|Federal                | $ | 34,665 | $ | 26,637 | $ | 31,367
|State                  |   | 4,433  |   | 3,773  |   | 9,150 
|Deferred:              |   |        |   |        |   |       
|Federal                |   | (2,150 | ) | 1,005  |   | 2,151 
|State                  |   | (1,411 | ) | 377    |   | 321   
|                       | $ | 35,537 | $ | 31,792 | $ | 42,989



The following is a reconciliation between the applicable income tax expense and the amount of income taxes that would have been provided at the Federal statutory rate.  The statutory rate was 35% in 2002, 2001 and 2000.





|(dollars in thousands)                                                     |   | 2002   |   | 2001   |   | 2000   |  
|-------------------------------------------------------------------------- | - | ------ | - | ------ | - | ------ | -
|Tax at statutory rate                                                      | $ | 33,140 | $ | 28,646 | $ | 40,884 |  
|State income taxes, net of federal income tax benefit                      |   | 1,964  |   | 2,697  |   | 5,204  |  
|Other (principally tax-exempt investment income in 2000)                   |   | 433    |   | 449    |   | (3,099 | )
|Actual provision (effective tax rate 37.5%, 38.8% and 36.8%, respectively) | $ | 35,537 | $ | 31,792 | $ | 42,989 |  



Cash paid for income taxes was $29,960,000, $30,051,000 and $39,729,000 in 2002, 2001 and 2000, respectively.



The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities at December 28, 2002 and December 29, 2001, are presented below:





|(dollars in thousands)                   |   | 2002    |   |   | 2001    |  
|---------------------------------------- | - | ------- | - | - | ------- | -
|Deferred tax assets:                     |   |         |   |   |         |  
|Accounts receivable                      | $ | 517     |   | $ | 675     |  
|Compensated absences                     |   | 511     |   |   | 680     |  
|Employee benefit plans                   |   | 6,060   |   |   | 4,852   |  
|General liability insurance              |   | 1,584   |   |   | 1,699   |  
|Nondeductible accruals and other         |   | 1,200   |   |   | 310     |  
|Total deferred tax assets                |   | 9,872   |   |   | 8,216   |  
|Deferred tax liabilities:                |   |         |   |   |         |  
|Inventories                              |   | (7,635  | ) |   | (8,254  | )
|Unrealized gain on marketable securities |   | (2,939  | ) |   | (4,595  | )
|Depreciation                             |   | (14,765 | ) |   | (16,051 | )
|Total deferred tax liabilities           |   | (25,339 | ) |   | (28,900 | )
|Net deferred tax liability               | $ | (15,467 | ) | $ | (20,684 | )
|Current deferred liability - net         | $ | (702    | ) | $ | (4,633  | )
|Noncurrent deferred liability - net      |   | (14,765 | ) |   | (16,051 | )
|Net deferred tax liability               | $ | (15,467 | ) | $ | (20,684 | )



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Note 10  Comprehensive Income



|(dollars in thousands)                                                                                                        |   | 2002   |   | 2001   |   | 2000   |  
|----------------------------------------------------------------------------------------------------------------------------- | - | ------ | - | ------ | - | ------ | -
|Net income                                                                                                                    | $ | 59,149 | $ | 50,055 | $ | 73,823 |  
|Other comprehensive income by component, net of tax:                                                                          |   |        |   |        |   |        |  
|Unrealized holding gains (losses) arising during period (Net of deferred taxes of       $1,655, $335 and $488, respectively)  |   | (2,334 | ) | (471   | ) | 690    |  
|Reclassification adjustment for gains included in net income (Net of deferred       taxes of $0, $236 and $530, respectively) |   | ---    |   | (334   | ) | (749   | )
|Other comprehensive income, net of tax                                                                                        |   | (2,334 | ) | (805   | ) | (59    | )
|Comprehensive income                                                                                                          | $ | 56,815 | $ | 49,250 | $ | 73,764 |  



Note 11  Goodwill and Other Intangible Assets - Adoption of Statement 142
The effect of goodwill amortization on net income and earnings per share for 2002, 2001 and 2000, is as follows:





|(dollars in thousands, except per share amounts) |   | 2002   |   | 2001   |   | 2000   | 
|------------------------------------------------ | - | ------ | - | ------ | - | ------ | 
|Net income                                       | $ | 59,149 | $ | 50,055 | $ | 73,823 | 
|Add: Goodwill amortization, net of tax           |   | ---    |   | 1,618  |   | 1,438  | 
|Adjusted net income                              | $ | 59,149 | $ | 51,673 | $ | 75,261 | 
|Basic and diluted earnings per share             | $ | 2.17   | $ | 1.55   | $ | 1.77   | 
|Add: Goodwill amortization, net of tax           |   | ---    |   | .05    |   | .03    | 
|Adjusted basic and diluted earnings per share    | $ | 2.17   | $ | 1.60   | $ | 1.80   | 



Note 12  Summary of Quarterly Results (Unaudited)
Quarterly financial data for 2002 and 2001 are as follows:





|(dollars in thousands,               | Thirteen Weeks Ended
|------------------------------------ | --------------------
|except per share amounts)            |                     
|Net sales                            | $                   
|Gross profit on sales                |                     
|Net income                           |                     
|Basic and diluted earnings per share |                     





|(dollars in thousands,               |  
|------------------------------------ | -
|except per share amounts)            |  
|Net sales                            | $
|Gross profit on sales                |  
|Net income                           |  
|Basic and diluted earnings per share |  



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Note 13  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.  The carrying amount for any long-term debt outstanding approximates fair value based upon the company's incremental borrowing rates.

Note 14  Acquisitions
During fiscal 2000, the company acquired two stores located in central Pennsylvania and two stores in Maryland from Fleming Food Companies, Inc.  This acquisition was a cash-only transaction accounted for by the purchase method.



Note 15  ContingenciesThe company is involved in various legal actions arising out of the normal course of business.  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.



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Report of Independent Auditors



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 28, 2002 and December 29, 2001, and the related consolidated statements of income, shareholders' equity and cash flows for each of the three years in the period ended December 28, 2002.  These financial statements are the responsibility of the company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with auditing standards generally accepted in the United States.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Weis Markets, Inc. at December 28, 2002 and December 29, 2001, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 28, 2002, in conformity with accounting principles generally accepted in the United States.







Harrisburg, PA
January 31, 2003



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



None.



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PART III



Item 10.     Directors and Executive Officers of the Registrant:



"Election of Directors" on pages 4 and 5 of the Weis Markets, Inc. definitive proxy statement dated March 7, 2003 is incorporated herein by reference.



Officers not listed in the Weis Markets, Inc. definitive proxy statement dated March 7, 2003:



Edward W. Rakoskie, Jr.  The company has employed Mr. Rakoskie since 1962 in various operations positions.  Mr. Rakoskie served as Vice President Store Operations from 1995 through 1997 and was promoted to Vice President of Operations in 1998.



Item 11.     Executive Compensation:



"Committees of the Board and Meeting Attendance," "Compensation Committee Interlocks and Insider Participation," "Summary Compensation Table," "Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values," "Board Compensation Committee Report on Executive Compensation," "Shareholder Return Performance," "Comparative Five-Year Total Returns" and "Retirement Plans" on pages 5 through 10 of the Weis Markets, Inc. definitive proxy statement dated March 7, 2003 are incorporated herein by reference.



Item 12.      Security Ownership of Certain Beneficial Owners and Management:



"Outstanding Voting Securities and Voting Rights" on page 3 and 4 of the Weis Markets, Inc. definitive proxy statement dated March 7, 2003 is incorporated herein by reference.



Item 13.     Certain Relationships and Related Transactions:



Other Arrangements: 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 leased these properties to the company for $80,301 in fiscal 2002.  The stockholders of Central Properties include Michael M. Apfelbaum and certain of his family members,  Jonathan H. Weis and Robert F. Weis, each of whom is a director of the company.



Item 14.      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 a date within 90 days prior to the date of the filing of 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.



There were no significant changes in the company's internal controls or in other factors that could significantly affect these controls subsequent to the date of such evaluation.



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PART IV



Item 15.     Exhibits, Financial Statements, Schedules and Reports on Form 8-K:



(a)  See Part II Item 8 "Financial Statements and Supplementary Data" contained within this document.  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.



(b)  There were no reports on Form 8-K filed during the quarter ended December 28, 2002.



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





|Exhibit No. | Exhibits                                
|----------- | ----------------------------------------
|3-A         | Articles of Incorporation               
|3-B         | By-Laws                                 
|10-A        | Profit Sharing Plan                     
|10-B        | Stock Bonus Plan                        
|10-C        | Company Appreciation Plan               
|10-D        | Stock Option Plan                       
|10-E        | Supplemental Employee Retirement Plan   
|10-F        | Executive Employment Contract - CEO     
|10-G        | Executive Employment Contract - CFO     
|10-H        | Revolving Credit Agreement              
|21          | Subsidiaries of the Registrant          
|99.1        | Certification of Chief Executive Officer
|99.2        | Certification of Chief Financial Officer



Exhibit 3-A has been filed as exhibit 4.1 in Form S-8 on September 13, 2002 and is incorporated herein by reference.



Exhibit 10-D has been  filed on Form S-8 on September 13, 2002 and is incorporated herein by reference.



Exhibits 3-B, 10-C, 10-E and 10-F have been filed as exhibits under Part IV, Item 14(c) in Form 10-K for the fiscal year ended December 29, 2001 and are incorporated herein by reference.



The foregoing exhibits are available upon request from the Secretary of the company at a fee of $10.00 per copy.



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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  03/11/2003 |  | /S/Norman S. Rich                   | 
|                 |  | Norman S. Rich                      | 
|                 |  | President / Chief Executive Officer | 
|                 |  | 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  03/11/2003 |  | /S/Robert F. Weis                                  | 
|---------------- |  | -------------------------------------------------- | 
|                 |  | Robert F. Weis                                     | 
|                 |  | Chairman of the Board of Directors                 | 
|                 |  |                                                    | 
|Date  03/11/2003 |  | /S/Norman S. Rich                                  | 
|                 |  | Norman S. Rich                                     | 
|                 |  | President / Chief Executive Officer                | 
|                 |  | and Director                                       | 
|                 |  |                                                    | 
|Date  03/11/2003 |  | /S/William R. Mills                                | 
|                 |  | William R. Mills                                   | 
|                 |  | Senior Vice President and Treasurer /              | 
|                 |  | Chief Financial Officer / Chief Accounting Officer | 
|                 |  | and Director                                       | 
|                 |  |                                                    | 
|Date  03/11/2003 |  | /S/Jonathan H. Weis                                | 
|                 |  | Jonathan H. Weis                                   | 
|                 |  | Vice President and Secretary                       | 
|                 |  | and Director                                       | 
|                 |  |                                                    | 
|Date  03/11/2003 |  | /S/Richard E. Shulman                              | 
|                 |  | Richard E. Shulman                                 | 
|                 |  | Director                                           | 
|                 |  |                                                    | 
|Date  03/11/2003 |  | /S/Michael M. Apfelbaum                            | 
|                 |  | Michael M. Apfelbaum                               | 
|                 |  | Director                                           | 
|                 |  |                                                    | 
|Date  03/11/2003 |  | /S/Steven C. Smith                                 | 
|                 |  | Steven C. Smith                                    | 
|                 |  | Director                                           | 



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WEIS MARKETS, INC.

CERTIFICATION- CEO



I, Norman S. Rich, President / CEO of Weis Markets, Inc., certify that:

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

2.  Based on my knowledge, this annual 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 annual report;

3.  Based on my knowledge, the financial statements, and other financial information included in this annual
     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 annual report;

4.  The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)  designed such disclosure controls and procedures 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 annual report is being prepared;

b)  evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90
              days prior to the filing date of this annual report (the "Evaluation Date"); and

c)  presented in this annual report our conclusions about the effectiveness of the disclosure controls and
              procedures based on our evaluation as of the Evaluation Date;



5.  The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the
      registrant's auditors and the audit committee of registrant's board of directors (or persons performing the
      equivalent function):

a)  all significant deficiencies in the design or operation of internal controls which could adversely affect 
              the registrant's ability to record, process, summarize and report financial data and have identified for the
              registrant's auditors any material weaknesses in internal controls; and

b)  any fraud, whether or not material, that involves management or other employees who have a significant
               role in the registrant's internal controls; and



6.  The registrant's other certifying officers and I have indicated in this annual report whether or not there were
     significant changes in internal controls or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant
     deficiencies and material weaknesses.

Date:  March 11, 2003                                                                                                  /S/  Norman S. Rich
                                                                                                                                         Norman S. Rich

President / CEO



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WEIS MARKETS, INC.

CERTIFICATION- CFO



I, William R. Mills, Senior Vice President and Treasurer / CFO of Weis Markets, Inc., certify that:

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

2.  Based on my knowledge, this  annual 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 annual report;

3.  Based on my knowledge, the financial statements, and other financial information included in this annual
     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 annual report;

4.  The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)  designed such disclosure controls and procedures 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 annual report is being prepared;

b)  evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90
              days prior to the filing date of this annual report (the "Evaluation Date"); and

c)  presented in this annual report our conclusions about the effectiveness of the disclosure controls and
              procedures based on our evaluation as of the Evaluation Date;



5.  The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the
      registrant's auditors and the audit committee of registrant's board of directors (or persons performing the
      equivalent function):

a)  all significant deficiencies in the design or operation of internal controls which could adversely affect 
              the registrant's ability to record, process, summarize and report financial data and have identified for the
              registrant's auditors any material weaknesses in internal controls; and

b)  any fraud, whether or not material, that involves management or other employees who have a significant
               role in the registrant's internal controls; and



6.  The registrant's other certifying officers and I have indicated in this annual report whether or not there were
     significant changes in internal controls or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant
     deficiencies and material weaknesses.

Date: March 11, 2003                                                                                                /S/  William R. Mills
                                                                                                                                         William R. Mills
                                                                                                                                      Senior Vice President
                                                                                                                                         and Treasurer / CFO



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EXHIBIT 21

WEIS MARKETS, INC.

SUBSIDIARIES OF THE REGISTRANT







|                                                                                                | State of Incorporation | Percent Owned by 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 99.1

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 10-K Report of Weis Markets, Inc. (the "company") on Form 10-K for the year ending December 28, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Norman S. Rich, President / Chief Executive 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) 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
President / CEO
03/11/2003

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EXHIBIT 99.2

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 10-K Report of Weis Markets, Inc. (the "company") on Form 10-K for the year ending December 28, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, William R. Mills, Senior Vice President and Treasurer / 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) 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/  William R. MillsWilliam R. Mills
Senior Vice President and Treasurer / CFO
03/11/2003