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

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

For the fiscal year ended December 27, 1997    	Commission file number 1-5039

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

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

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

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

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

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

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

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

The aggregate market value of Common Stock held by non-affiliates of the
Registrant is approximately $1,000,109,000.  Shares of common stock outstanding
as of February 10, 1997 - 41,772,607.

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

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

DOCUMENTS INCORPORATED BY REFERENCE
Selected portions of the 1997 Weis Markets, Inc. Annual Report to Shareholders
are incorporated by reference in Part II and Part IV of this Form 10-K.

Selected portions of the Weis Markets, Inc. definitive proxy statement dated
March 3, 1998 are incorporated by reference in Part III of this Form 10-K.
<PAGE>
                                 WEIS MARKETS, INC.

Item 13.	    Certain Relationships and Related Transactions:

             "Compensation of Directors", "Compensation Committee Interlocks and
             Insider Participation", "Board Compensation Committee Report on
             Executive Compensation," "Summary Compensation Table," "Option/SAR
             Grants in Last Fiscal Year," "Aggregated Option/SAR Exercises in
             Last Fiscal Year and FY-End Option/SAR Values," "Retirement Plans,"
             "Pension Plan Table," "Shareholder Return Performance,"
             "Comparative Five-Year Total Returns," and "Comparative Ten-Year
             Income Percentages," on pages 5 to 10 of the Weis Markets, Inc.,
             definitive proxy statement dated March 3, 1998 are incorporated
             herein by reference.

             Amendment:
             Central Properties, Inc., a Pennsylvania corporation ("Central
             Properties"), owns the land under a Company store and an adjacent
             parking lot in Lebanon, Pennsylvania. Central Properties leases
             these properties to the Company for rent payments which totaled
             $81,267 in 1997. The stockholders of Central Properties include
             Robert F. Weis, Chairman of the Board of Directors and Treasurer of
             the Company, and family members of Michael M. Apfelbaum, Joseph I.
             Goldstein and Jonathan H. Weis, each of whom is a director of the
             Company.


<PAGE>
                                  WEIS MARKETS, INC.

                                      SIGNATURES

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


                                               				WEIS MARKETS, INC.
                                                 				(Registrant)



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


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



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



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



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