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

**FORM 10-K/A    Amendment No. 1**

****

(Mark One)

| [X]            | ANNUAL REPORT PURSUANT                TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE                ACT OF 1934     |
|----------------|------------------------------------------------------------------------------------------------------------------------|
|           | For the fiscal year                ended **December 25, 2004**                                                         |
|           | 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    $526,974,000.    Shares of common stock outstanding as of March 1, 2005 -    27,033,000.

****WEIS MARKETS,        INC.****

**Amendment No. 1 to the    Annual Report of Form 10-K****For the Fiscal Year ended December 25, 2004****EXPLANATORY NOTE**

We are filing this Amendment No. 1          to our Annual Report on Form 10-K for the fiscal year          ended December 25, 2004, as filed with the U.S.          Securities and Exchange Commission on March 7, 2005 to          include "Management's report on internal control over          financial reporting" andthe          related "Attestation report of the registered public          accounting firm", required by Item 308(b) of Regulation          S-K as permitted by paragraph (b) of the conditions of          the Order Under Section 36 of the Securities Exchange Act          of 1934 Granting an Exemption from Specified Provisions          of Exchange Act Rules 13a-1 and 15d-1 (Release No.          34-50754, November 30, 2004).

This Amendment does not affect the          original financial statements or footnotes as originally          filed. This amendment does not reflect events occurring          after the original filing of the Form 10-K, and does not          modify or update the disclosures therein in any way other          than as required to reflect the amendment as described          above and set forth below.Accordingly, this Form 10-K/A          should be read in conjunction with our other filings made          with the Securities and Exchange Commission subsequent to          the filing of the original Annual Report on Form 10-K,          including any amendments to those filings.

 

****WEIS MARKETS,        INC.****

**PART II**

**Item    9a.       Controls and    Procedures**

**M****ANAGEMENT****'****S****R****EPORT****ON****I****NTERNAL****C****ONTROL****O****VER****F****INANCIAL****R****EPORTING**

The management of the company is responsible    for establishing and maintaining adequate internal control over    financial reporting.The company's internal control          system was designed to provide reasonable assurance to          the company's management and board of directors regarding          the preparation and fair presentation of published          financial statements.

All internal control systems, no          matter how well designed, have inherent limitations.          Therefore, even those systems determined to be effective          can provide only reasonable assurance with respect to          financial statement preparation and          presentation.

An internal control material          weakness is a significant deficiency, or aggregation of          deficiencies, that does not reduce to a relatively low          level the risk that material misstatements in financial          statements will be prevented or detected on a timely          basis by employees in the normal course of their work. An          internal control significant deficiency, or aggregation          of deficiencies, is one that could result in a          misstatement of the financial statements that is more          than inconsequential.

With the participation of the          Chief Executive Officer and the Chief Financial          Officer, management assessed the          effectiveness of the company's internal control over          financial reporting as of December 25, 2004, and this          assessment identified the following material weakness in          the company's internal control over financial          reporting.

The company was not able to          complete its documentation and testing of its information          technology general controls in a timely manner to allow          our independent registered public accounting firm, Grant          Thornton LLP (Grant Thornton), sufficient time to perform          their audit of management's assessment and their audit of          effectiveness of the company's internal control.          Accordingly, Grant Thornton has issued a disclaimer of          opinion on both management's assessment and the          effectiveness of the company's internal controls over          financial reporting.

On Form 8-K filed on September 29,          2004, the company disclosedthat on September 23, 2004, Ernst          & Young LLP ("E&Y") notified the company that          they did not wish to submit a proposal for the 2005 audit          engagement and had also decided to resign as auditors for          fiscal year 2004 effective immediately. The reports on          the company's financial statements from E&Y for the          past two years, or any year prior to that period, have          not contained an adverse opinion or a disclaimer of          opinion, nor were they qualified or modified as to          uncertainty, audit scope, or accounting principles. There          have been no disagreements with E&Y on any matter of          accounting principles or practices, financial statement          disclosure, or auditing scope or procedure during the two          most recent fiscal years, any subsequent interim period          through the date of resignation or in any of the years          prior to that period, which, if not resolved to the          satisfaction of E&Y, would have caused it to make          reference to the subject matter of the disagreement in          connection with its report.

During the period from December          26, 2004 to April 15, 2005, management has identified,          documented, and tested information technology general          controls and has not identified any material          weaknesses.

In making its assessment of          internal control over financial reporting, management          used the criteria issued by the Committee of Sponsoring          Organizations of the Treadway Commission (COSO) in          Internal Control—Integrated Framework. Because of          the material weakness described in the above paragraph,          management believes that, as of December 25, 2004, the          company's internal control over financial reporting was          not effective based on those criteria.

 

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Report of Independent          Registered Public Accounting Firm

 

To the Board of Directors and          Stockholders

Weis Markets,          Inc.

We were engaged to audit          management's assessment, included in the accompanying          Management's Report on Internal Control over Financial          Reporting, that Weis Markets, Inc. and subsidiaries (the          "Company") maintained effective internal control over          financial reporting as of December 25, 2004, based on the          criteria established in Internal Control - Integrated          Framework issued by the Committee of Sponsoring          Organizations of the Treadway Commission ("COSO"). The          Company's management is responsible for maintaining          effective internal control over financial reporting and          for its assessment of the effectiveness of internal          control over financial reporting.

A material weakness is a control          deficiency, or combination of control deficiencies, that          result in more than a remote likelihood that a material          misstatement of the annual or interim financial          statements will not be prevented or detected. The          following material weakness has been identified and          included in management's assessment:

The Company had inadequate          controls related to its assessment of the effectiveness          of the Company's internal control over financial          reporting. Management was not able to complete their          assessment in a timely manner and completed their          assessment on April 20, 2005, which did not allow          adequate time for us to complete our audit of          management's report on the effectiveness of the Company's          internal control over financial reporting.

We believe this condition is a          material weakness in the operation of the internal          control of the Company in effect at December 25, 2004.          Although the Company implemented new controls before and          after December 25, 2004, the new controls were either not          in operation for a sufficient period of time to enable us          to obtain adequate evidence about their operating          effectiveness or the new controls were not in operation          during the period under audit. This material weakness was          considered in determining the nature, timing and extent          of audit tests applied in our audit of the consolidated          financial statements of the Company as of December 25,          2004 and for the 52 week period then ended, and this          report does not affect our report dated February 4, 2005          on those financial statements.

A company's internal control over          financial reporting is a process designed to provide          reasonable assurance regarding the reliability of          financial reporting and the preparation of financial          statements for external purposes in accordance with          generally accepted accounting principles. A company's          internal control over financial reporting includes those          policies and procedures that (1) pertain to the          maintenance of records that, in reasonable detail,          accurately and fairly reflect the transactions and          dispositions of the assets of the company; (2) provide          reasonable assurance that transactions are recorded as          necessary to permit preparation of financial statements          in accordance with generally accepted accounting          principles, and that receipts and expenditures of the          company are being made only in accordance with          authorizations of management and directors of the          company; and (3) provide reasonable assurance regarding          prevention or timely detection of unauthorized          acquisition, use or disposition of the company's assets          that could have a material effect on the financial          statements.

Because of its inherent          limitations, internal control over financial reporting          may not prevent or detect misstatements. Also,          projections of any evaluation of effectiveness to future          periods are subject to the risk that controls may become          inadequate because of changes in conditions, or that the          degree of compliance with the policies or procedures may          deteriorate.

Since management was not able to          complete its assessment on internal control over          financial reporting as of December 25, 2004, and we were          unable to apply other procedures to satisfy ourselves as          to the effectiveness of the Company's internal control          over financial reporting, the scope of our work was not          sufficient to enable us to express, and we do not          express, an opinion either on management's assessment or          on the effectiveness of the Company's internal control          over financial reporting. The inability of management to          complete its assessment as of December 25, 2004          represents a material weakness in the process of          formulating management's assessment on internal          control.

We have also audited, in          accordance with the standards of the Public Company          Accounting Oversight Board (United States), the          consolidated balance sheet of the Company as of December          25, 2004, and the related consolidated statements of          income, shareholders' equity and cash flows for the 52          week period then ended, and our report dated February 4,          2005, expressed an unqualified opinion on those          consolidated financial statements.

Philadelphia,          Pennsylvania                                                                                           /S/          Grant Thornton LLP    April 22, 2005

 

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**WEIS MARKETS,          INC.**

 

**PART IV**

 

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

 A listing of exhibits filed:

| **Exhibit                No.** | **Exhibits**                                                    |
|--------------------------------|-----------------------------------------------------------------|
| 31.3                           | Rule 13a-14(a)                Certification- CEO                |
| 31.4                           | Rule 13a-14(a)                Certification- CFO                |
| 32.1                           | Certification                Pursuant to 18 U.S.C. Section 1350 |

 

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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         04/22/2005        |   | /S/Norman S.                Rich                   |   |
|                                                                                                           |   | Norman S.                Rich                      |   |
|                                                                                                           |   | President / Chief                Executive Officer |   |
|                                                                                                           |   | and                Director                        |   |

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**EXHIBIT 31.3**

**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/A of Weis Markets, Inc.;

2.  Based on my knowledge, this    report does not contain any untrue statement of a material fact    or omit         to state a material fact    necessary to make the statements made, in light of the    circumstances under which such         statements were made, not    misleading with respect to the periods covered by this annual    report;

3.  Based on my knowledge, the    financial statements, and other financial information included    in this report,         fairly present in all material    respects the financial condition, results of operations and    cash flows of the         registrant as of, and for, the    periods presented in this report;

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

         a)  designed    such disclosure controls and procedures, or caused such    disclosure controls and procedures to                  be    designed under our supervision, to ensure that material    information relating to the registrant,        including                  its    consolidated subsidiaries, is made known to us by others within    those entities, particularly during the                  period    in which this annual report is being prepared;              b) evaluated    the effectiveness of the registrant's disclosure controls and    procedures and presented in this                 report    our conclusions about the effectiveness of the disclosure    controls and procedures, as of the end                 of    the period covered by this report based on such evaluation;    and            c)  disclosed    in this report any change in the registrant's internal control    over financial reporting that occurred                    during the registrant's most recent fiscal quarter (the    registrant's fourth fiscal quarter in the case of        an                 annual    report) that has materially affected, or is reasonably likely    to materially affect, the registrant's                 internal    control over financial reporting; and

5.  The registrant's other    certifying officer and I have disclosed, based on our most    recent evaluation of internal          control over financial    reporting, to the registrant's auditors and the audit committee    of registrant's board          of directors (or persons    performing the equivalent functions):

         a)  all    significant deficiencies and material weaknesses in the design    or operation of internal controls over                     financial reporting which are reasonably likely to adversely    affect the registrant's ability to record,        process,                     summarize and report financial information; and             b)  any    fraud, whether or not material, that involves management or    other employees who have a significant                      role in the registrant's internal control over financial    reporting.

Date:April 22, 2005                                                                                                        /S/ Norman S. Rich                                                                                                                                             Norman    S. Rich                                                                                                                                              President/CEO

 

 

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**EXHIBIT 31.4**

**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/A of Weis Markets, Inc.;

2.  Based on my knowledge, this    report does not contain any untrue statement of a material fact    or omit         to state a material fact    necessary to make the statements made, in light of the    circumstances under which such         statements were made, not    misleading with respect to the periods covered by this annual    report;

3.  Based on my knowledge, the    financial statements, and other financial information included    in this report,         fairly present in all material    respects the financial condition, results of operations and    cash flows of the         registrant as of, and for, the    periods presented in this report;

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

         a)  designed    such disclosure controls and procedures, or caused such    disclosure controls and procedures to                  be    designed under our supervision, to ensure that material    information relating to the registrant,        including                  its    consolidated subsidiaries, is made known to us by others within    those entities, particularly during the                  period    in which this annual report is being prepared;              b) evaluated    the effectiveness of the registrant's disclosure controls and    procedures and presented in this                  report    our conclusions about the effectiveness of the disclosure    controls and procedures, as of the end                  of    the period covered by this report based on such evaluation;    and            c)  disclosed    in this report any change in the registrant's internal control    over financial reporting that occurred                    during the registrant's most recent fiscal quarter (the    registrant's fourth fiscal quarter in the case of        an                 annual    report) that has materially affected, or is reasonably likely    to materially affect, the registrant's                 internal    control over financial reporting; and

5.  The registrant's other    certifying officer and I have disclosed, based on our most    recent evaluation of internal         control over financial reporting,    to the registrant's auditors and the audit committee of    registrant's board         of directors (or persons    performing the equivalent functions):

         a)  all    significant deficiencies and material weaknesses in the design    or operation of internal controls over                     financial reporting which are reasonably likely to adversely    affect the registrant's ability to record,        process,                     summarize and report financial information; and             b)  any    fraud, whether or not material, that involves management or    other employees who have a significant                   role    in the registrant's internal control over financial    reporting.

Date:April 22, 2005                                                                                                        /S/ William R. Mills                                                                                                                                             William    R. Mills                                                                                                                                          Senior    Vice President                                                                                                                                             and    Treasurer/CFO

 

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**EXHIBIT 32.1**

**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 Annual Report of Weis    Markets, Inc. (the "company") on Form 10-K/A for the year    ending December 25, 2004, as filed with the Securities and    Exchange Commission on the date hereof (the "Report"), we,    Norman S. Rich, President / Chief Executive Officer, and    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/ Norman S. RichNorman S. Rich    President / CEO04/22/2005

/S/ William R. MillsWilliam R. Mills    Senior Vice President and Treasurer / CFO    04/22/2005

A signed original of this written statement    required by Section 906 has been provided to Weis Markets, Inc.    and will be retained by Weis Markets, Inc. and furnished to the    Securities and Exchange Commission or its staff upon    request.

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