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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 SECURITIES EXCHANGE                ACT OF 1934     |
|----------------|------------------------------------------------------------------------------------------------------------------------|
|           | For the fiscal year                ended **December 30, 2006**                                                         |
|           | OR                                                                                                                     |
| [  ] | TRANSITION REPORT                PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES                EXCHANGE ACT OF 1934 |
|           | For the transition                period from __________to_________                                                    |
|           | Commission File Number                1-5039                                                                           |

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

| PENNSYLVANIA(State or                other jurisdiction of incorporation or                organization)                              |   | 24-0755415(I.R.S. Employer Identification                No.) |
|---------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------|
| 1000 S. Second                Street            P. O. Box 471Sunbury, Pennsylvania(Address            of principal executive offices) |   | 17801-0471(Zip            Code)                               |

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

| Title of each                classCommon stock, no par value |   | Name of each                exchange on which registered            New York Stock Exchange |
|--------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------|
|                                                         |

Indicate by check mark if the registrant is a    well-known seasoned issuer, as defined in Rule 405 of the    Securities Act. Yes    [   ]  No   [X]

Indicate by check mark if the registrant is    not required to file pursuant to Section 13 or Section 15(d) of    the Act. Yes    [   ]  No   [X]

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

Indicate by check mark if disclosure of    delinquent filers pursuant to Item 405 of Regulation S-K is not    contained herein, and will not be contained, to the best of    registrant's knowledge, in definitive proxy or information    statements incorporated by reference in Part III of this Form    10-K or any amendment to this Form 10-K.  [X]

Indicate by check mark whether the          registrant is a large accelerated filer, an accelerated          filer, or a non-accelerated filer. See definition of          "accelerated filer and large accelerated filer" in Rule          12b-2 of the Exchange Act.

Large accelerated          filer   [   ]                                Accelerated          filer   [X]                                Non-accelerated          filer  [   ]

Indicate by check mark whether the          registrant is a shell company (as defined in Rule 12b-2          of the Act).Yes          [   ]  No   [X]

The aggregate market value of Common Stock    held by non-affiliates of the Registrant is approximately    $506,299,000 as of July 1, 2006, the last          business day of the most recently completed second          quarter.Shares of          common stock outstanding as of March 2, 2007 -          26,973,778.

DOCUMENTS INCORPORATED BY    REFERENCE:  Selected portions of the Weis Markets,    Inc. definitive proxy statement dated March 9, 2007 are    incorporated by reference in Part III of this Form    10-K.

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**TABLE OF    CONTENTS**

 

 

| FORM                10-K                                                   | Page                                                                                                                                                              |
|----------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Part I                                                                     |                                                                                                                                                              |
|                                                                       | Item                1. Business                                                                                                                                   | 1 |
|                                                                       |                                                                                                                                                              | Item                1a. Risk Factors | 3 |
|                                                                       |                                                                                                                                                              | Item                1b. Unresolved Staff Comments | 4 |
|                                                                       | Item 2.                Properties                                                                                                                                 | 4 |
|                                                                       | Item 3. Legal                Proceedings                                                                                                                          | 4 |
|                                                                       | Item                4. Submission of Matters to a Vote of Security                Holders                                                                         | 4 |
| Part                II                                                     |                                                                                                                                                              |
|                                                                       | Item                5. Market for Registrant's Common Equity, Related                Stockholder Matters and Issuer Purchases of Equity                Securities | 5 |
|                                                                       | Item                6. Selected Financial Data                                                                                                                    | 5 |
|                                                                       | Item                7. Management's Discussion and Analysis of                Financial Condition and Results of                Operations                        | 6 |
|                                                                       |                                                                                                                                                              | Item 7a. Quantitative                and Qualitative Disclosures about Market                Risk | 10 |
|                                                                       | Item                8. Financial Statements and Supplementary                Data                                                                                 | 11 |
|                                                                       | Item                9. Changes in and Disagreements With Accountants on                Accounting and Financial Disclosure                                        | 27 |
|                                                                       |                                                                                                                                                              | Item                9a. Controls and                  Procedures | 27 |
|                                                                       |                                                                                                                                                              | Item                9b. Other                  Information | 27 |
| Part                III                                                    |                                                                                                                                                              |
|                                                                       | Item                10. Directors, Executive Officers and Corporate                Governance                                                                     | 28 |
|                                                                       | Item                11. Executive Compensation                                                                                                                    | 28 |
|                                                                       | Item                12. Security Ownership of Certain Beneficial Owners                and Management and Related Stockholder                Matters              | 28 |
|                                                                       | Item                13. Certain Relationships and Related Transactions,                and Director Independence                                                  | 28 |
|                                                                       | Item                14. Principal Accountant Fees and                Services                                                                                     | 28 |
| Part IV                                                                    |                                                                                                                                                              |
|                                                                       | Item                15. Exhibits, Financial Statement                Schedules                                                                                    | 29 |
|                                                                       |                                                                                                                                                              | Item                15(c)(3). Schedule II -                  Valuation and Qualifying                  Accounts | 30 |
| Signatures                                                                 | 31                                                                                                                                                                |
| Exhibit 21 Subsidiaries of the                Registrant                   |                                                                                                                                                              |
| Exhibit 23 Consent of Grant Thornton                LLP                    |                                                                                                                                                              |
| Exhibit 31.1 Rule 13a-14(a) Certification -                CEO             |                                                                                                                                                              |
| Exhibit 31.2 Rule 13a-14(a) Certification -                CFO             |                                                                                                                                                              |
| Exhibit 32 Certification Pursuant to 18 U.S.C.                Section 1350 |                                                                                                                                                              |
|                                                                       |                                                                                                                                                              |   |   |   |

 

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Table of    Contents

 

** ****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 in Pennsylvania and surrounding states. There was no    material change in the nature of the company's business during    fiscal 2006. 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 64% 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 Chairman and Secretary. Both are involved in the    day-to-day operations of the business.

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 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 currently owns and operates    156 retail food stores and a chain of 31 SuperPetz, LLC pet    supply stores.The company's operations are          reported as a single reportable segment.

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** |
|----------|-------------|----------|-------------|------------------|-------------------------------|-----------|
| 2006     | 53.52       | 15.99    | 14.99       | 10.22            | 2.55                          | 2.73      |
| 2005     | 53.93       | 16.18    | 14.79       | 10.21            | 2.70                          | 2.19      |
| 2004     | 53.91       | 16.19    | 14.58       | 10.45            | 2.98                          | 1.89      |
| 2003     | 54.55       | 15.70    | 14.67       | 10.28            | 3.18                          | 1.62      |
| 2002     | 55.39       | 15.29    | 14.73       |   9.83 | 3.28                          | 1.48      |

Retail food store locations by state and by    trade name as of year-end 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                  | 126       | 99                              | 16                           | 6                | 1               | 3           | 1              |
| Maryland                      | 24        | 24                              |                         |             |            |        |           |
| New                Jersey     | 3         | 3                               |                         |             |            |        |           |
| New York                      | 1         | 1                               |                         |             |            |        |           |
| West                Virginia  | 2         | 2                               |                         |             |            |        |           |
|     Total | 156       | 129                             | 16                           | 6                | 1               | 3           | 1              |

 

**Page 1 of 31 (Form    10-K)**

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**Item    1.      Business:    (continued)**

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 66,000 square feet, with an    average size of approximately 47,000 square feet. The following    summarizes the number of stores by size categories as of    year-end:

| **Square                feet**      | **Number of                stores** |
|-------------------------------------|-------------------------------------|
| 55,000 to                66,000     | 28                                  |
| 45,000 to                54,999     | 75                                  |
| 35,000 to                44,999     | 34                                  |
| 25,000 to                34,999     | 11                                  |
| Under                25,000         |  8                             |
|      Total | 156                                 |

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

|                                                  | **2006**                                | **2005** | **2004**                                | **2003** | **2002**                                |   |
|-------------------------------------------------------|-----------------------------------------|----------|-----------------------------------------|----------|-----------------------------------------|--------|
| Beginning store                count                  | 158                                     |     | 157                                     |     | 158                                     |   | 160 |   | 163 |   |   |
| New                stores                             | 2                                       |     | 1                                       |     | 1                                       |   | ---    |   | 1 |   |   |
| Relocations                                           | 1                                       |     | 1                                       |     | 2                                       |   | 1 |   | 3 |   |   |
| Closed                stores                          | (4                                      | )        | ---                      |     | (2                                      | )      | (2 | ) | (2 | ) |   |
| Relocated                stores                       | (1                                      | )        | (1                                      | )        | (2                                      | )      | (1 | ) | (3 | ) |   |
| Sold                                                  |    ---    |     |    ---    |     |    ---    |   |    ---    |   |        (2 | ) |   |
| Ending store                count                     |     156             |     |     158             |     |     157             |   |     158 |   |     160 |   |   |
| Total square feet                (000's), at year-end | 7,311                                   |     | 7,280                                   |     | 7,183                                   |   | 7,157 |   | 7,154 |   |   |
| Additions/major                remodels               | 5                                       |     | 3                                       |     | 2                                       |   | 4 |   | 5 |   |   |

The company supports the retail operations    through a centrally located distribution facility, its own    transportation fleet and four 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    Maryland, 2 stores in Michigan, 6 stores in Ohio, 1 store in    North Carolina, 8 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 currently has approximately    18,000 full-time and part-time associates.

**Page 2 of 31 (Form    10-K)**

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**Item    1.      Business:    (continued)**

The company maintains a web site          at *www.weismarkets.com.* The company makes          available, free of charge, on the "Corporate Info"          section of its web site, its annual reports on Form 10-K,          quarterly reports on Form 10-Q, current reports on Form          8-K and amendments to those reports filed or furnished          pursuant to Section 13(a) or 15(d) of the Exchange Act,          as soon as reasonably practicable after the company          electronically files such material or furnishes it to the          U.S. Securities and Exchange Commission          ("SEC").

Additionally, the company's annual          reports and corporate governance materials, including          governance guidelines; the charters of the Audit and          Compensation Committees, as well as the Disclosure          Committee Bylaws; and both the Code of Business Conduct          and Ethics and the Code of Ethics for the CEO and CFO,          may be found under the "Corporate Info" section of its          web site. A copy of the foregoing corporate governance          materials is available upon written request to the          company'sprincipal executive          offices.

**Item 1a.  Risk    Factors:**

In addition to risks and          uncertainties in the ordinary course of business common          to all businesses, important factors are listed below          specific to the company and its industry, which could          materially impact its future performance.

**Competition:** The retail          food industry is intensely price competitive, and the          competition the company encounters may have a negative          impact on product retail prices. The financial results          may be adversely impacted by a competitive environment          that could cause the company to reduce retail prices          without a reduction in its product cost to maintain          market share; thus reducing sales and gross profit          margins.

**Trade Area:** The company's          stores are concentrated in central and northeast          Pennsylvania, central Maryland and suburban Baltimore          regions. Changes in economic and social conditions in the          company's operating regions, including the rate of          inflation, population demographics and employment and job          growth, affect customer shopping habits. These changes          may negatively impact sales and earnings. In addition,          employment conditions specifically may affect the          company's ability to hire and train qualified associates.          Business disruptions due to weather and catastrophic          events historically have been few. The company's          geographic regions could receive an extreme variance in          the amount of annual snowfall that may materially affect          sales and expense results.

**Execution of Expansion          Plans:**In 2007, the company expects to          invest $72.5 million for capital expenditures, which          includes all store, distribution and manufacturing          projects and equipment purchases. Over the next twelve          months, the company is planning to build two superstores,          including one replacement unit and will continue to          invest in its existing store base with eight additions          and nine remodels.Circumstances outside the          company's control could negatively impact these          anticipated capital investments. The company cannot          determine with certainty whether its new stores will be          successful. The failure to expand by successfully opening          new stores as planned, or the failure of a significant          number of these stores to perform as planned, could have          a material adverse effect on the company's business and          results of its operations.

**Operating Costs:** Associate          expenses attribute to the majority of its operating costs          and therefore, the company's financial performance is          greatly influenced by increasing wage and benefit costs,          a competitive labor market and the risk of unionized          labor disruptions of its non-union workforce. The          company's profit is particularly sensitive to the cost of          oil. Oil prices directly affect the company's product          transportation costs, as well as its utility and          petroleum-based supply costs. The company is extremely          concerned about the continuing rise in interchange fees          for accepting credit card payments at the point of          sale.

**Self-Insurance          Exposure:**The company is self-insured for a          majority of its workers' compensation, general liability,          vehicle accident and associate medical benefit claims.          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 $2,000,000 per claim.          Property and casualty insurance coverage is maintained          with outside carriers at deductible or retention levels          ranging from $250,000 to $2,000,000.Although the company has minimized          its exposure on individual claims, the company, for the          benefit of cost savings, has accepted the risk of an          unusual amount of independent multiple material claims          arising and having a significant impact on          earnings.

**Taxes:**The company's future effective tax          rate may increase from current rates due to changes in          laws and the status of pending items with various taxing          authorities.

**Page 3 of 31 (Form    10-K)**

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**Item 1b.  Unresolved    Staff Comments:**

There are no unresolved staff    comments.

**Item 2.       Properties:**

The company currently owns and operates 84 of    its retail food stores, and leases and operates 72 stores under    operating leases that expire at various dates through 2026.    SuperPetz leases all 31 of its retail store locations. The    company owns all tradefixtures and equipment in its          stores and several parcels of vacant land, which are          available as locations for possible future stores or          other expansion.

The company owns and operates one          distribution center in Milton, Pennsylvania of          approximately 1,110,000 square feet, and one in          Northumberland, Pennsylvania totaling approximately          76,000 square feet. The company also owns one warehouse          complex in Sunbury, Pennsylvania totaling approximately          564,000 square feet. The company operates an ice cream          plant, meat processing plant, ice plant and milk          processing plant in 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          2006.

 

 

 

 

 

 

 

 

 

**Page 4 of 31 (Form          10-K)**

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**PART          II**

**Item          5.      Market for          Registrant's Common Equity, Related Stockholder Matters          and Issuer Purchases of Equity Securities:**

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          30, 2006 as provided by the company's transfer agent was          8,623. High and low stock prices and dividends paid per          share for the last two fiscal years were:

|        | **2006**                         | **2005**     |
|-------------|----------------------------------|--------------|
|        | **Stock                  Price** | **Dividend** | **Stock                  Price** | **Dividend** |
| **Quarter** | **High**                         | **Low**      | **Per                  Share** | **High** | **Low** | **Per                  Share** |
| First       | $46.25                           | $40.75       | $.29 | $39.15 | $36.12 | $.28 |
| Second      | 44.79                            | 37.75        | .29 | 38.95 | 36.34 | .28 |
| Third       | 41.49                            | 37.97        | .29 | 41.68 | 37.14 | .28 |
| Fourth      | 41.50                            | 38.88        | .29 | 44.15 | 36.80 | .28 |

**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**                                                      |                               | **53                  Weeks**                                                      |                               | **52                  Weeks**                                                      |                               | **52                  Weeks**                                                      |                               | **52                  Weeks**                                                      |
|--------------------------------------------------------------------------------------------------------------------|------------------------------------|------------------------------------------------------------------------------------|------------------------------------|------------------------------------------------------------------------------------|------------------------------------|------------------------------------------------------------------------------------|------------------------------------|------------------------------------------------------------------------------------|------------------------------------|------------------------------------------------------------------------------------|
| *(dollars in thousands,                  except shares, per share amounts and store                  information)* |                               | **Ended**                                                                          |                               | **Ended**                                                                          |                               | **Ended**                                                                          |                               | **Ended**                                                                          |                               | **Ended**                                                                          |
|                                                                                                               | **Dec. 30,                  2006** |                                                                               | **Dec. 31,                  2005** |                                                                               | **Dec. 25,                  2004** |                                                                               | **Dec. 27,                  2003** |                                                                               | **Dec. 28,                  2002** |
| Net sales                                                                                                          | $                                  | 2,244,512                                                                          | $                                  | 2,222,598                                                                          | $                                  | 2,097,712                                                                          | $                                  | 2,042,499                                                                          | $                                  | 1,999,364                                                                          |
| Costs and                  expenses                                                                                |                               |     2,162,908                                                  |                               |     2,126,373                                                  |                               |     2,011,331                                                  |                               |     1,955,119                                                  |                               |     1,905,163                                                  |
| Income from                  operations                                                                            |                               | 81,604                                                                             |                               | 96,225                                                                             |                               | 86,381                                                                             |                               | 87,380                                                                             |                               | 94,201                                                                             |
| Investment                  income                                                                                 |                               |                            4,484      |                               |                            3,081      |                               |                            1,222      |                               |                            824        |                               |                            485        |
| Income before provision                  for income taxes                                                          |                               | 86,088                                                                             |                               | 99,306                                                                             |                               | 87,603                                                                             |                               | 88,204                                                                             |                               | 94,686                                                                             |
| Provision for income                  taxes                                                                        |                               |          30,078                       |                               |          35,885                       |                               |          30,412                       |                               |          33,628                       |                               |          35,537                       |
| Net income                                                                                                         |                               | 56,010                                                                             |                               | 63,421                                                                             |                               | 57,191                                                                             |                               | 54,576                                                                             |                               | 59,149                                                                             |
| Retained earnings,                  beginning of year                                                              |                               |        735,865                                  |                               |        702,714                                  |                               |        702,961                                  |                               |        678,294                                  |                               |        648,522                                  |
|                                                                                                               |                               | 791,875                                                                            |                               | 766,135                                                                            |                               | 760,152                                                                            |                               | 732,870                                                                            |                               | 707,671                                                                            |
| Cash dividends                                                                                                     |                               |          31,344                       |                               |          30,270                       |                               |          57,438                       |                               |          29,909                       |                               |          29,377                       |
| Retained earnings, end of                  year                                                                    | $                                  |        760,531                                  | $                                  |        735,865                                  | $                                  |        702,714                                  | $                                  |        702,961                                  | $                                  |        678,294                                  |
| Weighted-average shares                  outstanding, diluted                                                      |                               |   27,027,198                                                             |                               |   27,033,789                                                             |                               |   27,098,276                                                             |                               |   27,186,277                                                             |                               |   27,202,435                                                             |
| Cash dividends per                  share                                                                          | $                                  |              1.16 | $                                  |              1.12 | $                                  |              2.12 | $                                  |              1.10 | $                                  |              1.08 |
| Basic and diluted earnings                  per share                                                              | $                                  |              2.07 | $                                  |              2.35 | $                                  |              2.11 | $                                  |              2.01 | $                                  |              2.17 |
| Working                  capital                                                                                   | $                                  |        147,451                                  | $                                  |        170,100                                  | $                                  |        143,440                                  | $                                  |        167,154                                  | $                                  |        119,370                                  |
| Total assets                                                                                                       | $                                  | 814,062                                                                            | $                                  | 784,128                                                                            | $                                  | 745,479                                                                            | $                                  | 740,920                                                                            | $                                  | 716,699                                                                            |
| Shareholders'                  equity                                                                              | $                                  | 629,163                                                                            | $                                  | 603,857                                                                            | $                                  | 571,700                                                                            | $                                  | 575,448                                                                            | $                                  | 552,432                                                                            |
| Number of grocery                  stores                                                                          |                               | 156                                                                                |                               | 158                                                                                |                               | 157                                                                                |                               | 158                                                                                |                               | 160                                                                                |
| Number of pet supply                  stores                                                                       |                               | 31                                                                                 |                               | 32                                                                                 |                               | 33                                                                                 |                               | 33                                                                                 |                               | 33                                                                                 |

**Page 5 of 31 (Form          10-K)**

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

**Company Overview**

Weis Markets, Inc. was founded in          1912 by Sigmund and Harry Weis in Sunbury, Pennsylvania.          Today, the company ranks among the top 50 food and drug          retailers in the United States in revenues generated. At          the end of 2006, the company operated 156 retail food          stores in Pennsylvania and four surrounding states:          Maryland, New Jersey, West Virginia and New York. In          addition to its retail food stores, the company operates          31 SuperPetz pet supply stores in ten states: Alabama,          Georgia, Indiana, Maryland, Michigan, North Carolina,          Ohio, Pennsylvania, South Carolina and          Tennessee.

Company revenues, income and cash          flows are generated in its retail food stores from the          sale of a wide variety of consumer products including          groceries, dairy products, frozen foods, meats, seafood,          fresh produce, floral, prescriptions, deli/bakery          products, prepared foods, fuel, general merchandise,          health and beauty care and household products. The          company supports its retail operations through a          centrally located distribution facility, transportation          fleet, four manufacturing facilities and its          administrative offices. The company's operations are          reported as a single reportable segment.

The following analysis should be          read in conjunction with Financial Statements included in          the 2006 Quarterly Reports on Form 10-Q and the 2005          Annual Report on Form 10-K filed with the U.S. Securities          and Exchange Commission, as well as the cautionary          statement captioned "Forward-Looking Statements"          immediately following this analysis.

**Results of          Operations**

Total company sales for the          52-week year ending December 30, 2006 of $2.245 billion,          increased $21.9 million or 1.0% compared to sales of          $2.223 billion generated in fiscal 2005, a 53-week year.          The company generated record sales in 2006, despite          having one less week compared to 2005. Adjusting for the          extra week in 2005, sales increased 2.8% and comparable          store sales increased 2.0%. Adjusting for the extra week          in 2005, sales increased 4.1% compared to 2004 and          comparable store sales increased 4.0%.

When calculating the percentage          change in comparable store sales, the company defines a          new store to be comparable the week following one full          year of operation. Relocated stores and stores with          expanded square footage are included in comparable sales          since these units are located in existing markets and are          open during construction. When a store is closed, sales          generated from that unit in the prior year are subtracted          from total company sales starting the same week of          closure in the prior year and continuing from that point          forward.

The sales increases in the years          presented were driven by growth in store square footage,          customer count, sales per customer transaction and          inflation. The favorable sales results were heavily          impacted by the continuing strong performance of the          store perishable departments in all three years. Early in          2006, the company launched its Where Freshness Matters          campaign, highlighting the quality and value of its          perishable products, resulting in strong customer          acceptance and sales growth. Subsequently, the company          launched its Weis Steakhouse Angus program, resulting in          a 23% sales increase in the beef category. The company's          overall strategy will continue to emphasize freshness,          service and value.

Although the company experienced          some product cost inflation for all three years          presented, management does not feel it can accurately          measure the full impact of product inflation and          deflation on retail pricing due to changes in the types          of merchandise sold between periods, shifts in customer          buying patterns and the fluctuation of competitive          factors.

Cost of sales consists of direct          product costs (net of discounts and allowances),          warehouse costs, transportation costs and manufacturing          facility costs. In recent years, many vendors have          converted promotional incentives to reimbursements based          upon sales movement data recorded at the point of sale          rather than for cases purchased. Management expects this          trend to have no discernible impact on the company's          overall gross profit results.

 

 

 

 

 

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

**Results of Operations          (continued)**

Gross profit dollars generated          from sales increased $9.6 million in 2006, or 1.6%, to          $597.3 million compared to 2005, which increased $36.8          million compared to 2004. Gross profit as a percentage of          sales remained consistent at 26.6%, 26.4% and 26.3% in          2006, 2005 and 2004, respectively. A $3.1 million          improvement in store inventory losses ("shrink") in 2006          compared to 2005, accounted for the majority of the          increase in the gross profit rate.

The company continues to implement          operational initiatives for shrink reduction in its          retail units. The first phase of a new exception          reporting and performance management application was          completed in 2006. When the second phase of this project          is completed in 2007, store management will have full          access to this rules-based exception-monitoring tool          which is expected to further improve shrink control and          gross profit results. As a result of higher fuel prices,          the company's diesel fuel costs increased 16.0% compared          to 2005. At this time, management is unaware of any other          events or trends that may cause a material change to its          overall financial operation due to fluctuations in          product costs.

Operating, general and          administrative expenses in 2006 increased $24.2 million          to $515.7 million or as a percentage of sales, increased          to 23.0% compared to 22.1% in both 2005 and 2004.          Employee-related costs such as wages, employer paid          taxes, health care benefits and retirement plans,          comprise over 60% of the total operating, general and          administrative expenses. Employee-related costs increased          3.0% in 2006 compared to 2005. Adjusting for the          additional week in 2005, the company experienced a 4.8%          increase in employee-related costs, which were          significantly affected by additional staffing          requirements for fourteen remodels including five          expansions, two new stores and one replacement unit. A          significant spike in energy prices had a major impact on          the company's heating and cooling costs, increasing 7.3%.          The cost of petroleum-based store supplies (such as          plastic shopping bags) also increased an estimated 15%          compared to last year. Interchange fees for accepting          credit/debit cards increased 11.4%. The company remains          extremely concerned about the continuing rise in          interchange fees for accepting credit/debit card          transactions. Consequently, the company is working with a          wide variety of corporations and associations to reduce          interchange rates, through legislative and regulatory          initiatives. The company increased its advertising          programs by $1.5 million. It also expensed an additional          $1.1 million in depreciation due to its accelerated          capital expenditure spending. In addition, the company          incurred a pre-tax impairment loss of $1.7 million on two          closed store facilities and expensed $417,000 for the          environmental remediation on a non-store property.          Earnings were further impacted by a $1.4 million          adjustment to liabilities for future expenses on closed          stores.

In 2006, the company's investment          income increased $1.4 million or 45.5%, to $4.5 million.          The company realized a long-term gain of $431,000 on the          sale of equities from its investment portfolio in 2006,          compared to a gain of $422,000 in the previous year. The          company benefited from rising interest rates on its          investments in money market funds and by shifting a          significant portion of its portfolio to higher yielding,          tax-free municipal bonds during the year. In 2005, the          company's investment income of $3.1 million increased          $1.9 million, or 152.1%, compared to 2004.

The company's combined federal and          state effective tax rate was 34.9% in 2006, 36.1% in 2005          and 34.7% in 2004. The effective income tax rate differs          from the federal statutory rate of 35% primarily due to          the effect of state taxes, net of permanent differences          relating to tax-free income.

Net income in 2006 was $56.0          million or 2.5% of sales compared to $63.4 million or          2.9% of sales in 2005 and $57.2 million or 2.7% of sales          in 2004. Basic and diluted earnings per share of $2.07 in          2006 compared to $2.35 in 2005 and $2.11 in          2004.

**Liquidity and Capital          Resources**

Net cash provided by operating          activities was $99.3 million in 2006 compared with $104.3          million in 2005 and $118.2 million in 2004. Working          capital decreased 13.3% in 2006, increased 18.6% in 2005,          and decreased 14.2% in 2004. The considerable decline in          working capital in 2006 was primarily due to the          company's increased investment in property and equipment.          A special one dollar per share dividend paid to          shareholders in September of 2004 reduced working capital          from the prior year.

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Table of    Contents

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

**Liquidity and Capital Resources          (continued)**

Net cash used in investing          activities was $108.5 million in 2006 compared to $62.4          million in 2005, and $72.1 million in 2004. These funds          were used primarily for the purchases of new securities          and property and equipment. Property and equipment          purchases during 2006 totaled $100.0 million compared to          $55.5 million in 2005 and $82.8 million in 2004. As a          percentage of sales, capital expenditures were 4.5%, 2.5%          and 3.9% in 2006, 2005 and 2004, 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 $72.5 million          in 2007.

Net cash used in financing          activities during 2006 was $32.5 million compared to          $30.8 million in 2005 and $61.3 million in 2004. At          December 30, 2006, the company had outstanding letters of          credit of $26.3 million.

Total cash dividend payments on          common stock, on a per share basis, amounted to $1.16 in          2006 compared to $1.12 in 2005 and $2.12 in 2004. On          September 3, 2004, the company paid a special one dollar          per share dividend totaling $27.1 million to its          shareholders. Treasury stock purchases amounted to $1.4          million in 2006, compared to $715,000 in 2005 and $4.0          million in 2004. The Board of Directors 2004 resolution          authorizing the repurchase of up to one million shares of          the company's common stock has a remaining balance of          858,292 shares.

The company has no other          commitment of capital resources as of December 30, 2006,          other than the lease commitments on its store facilities          under operating leases that expire at various dates          through 2026. The company anticipates funding its working          capital requirements and its $72.5 million capital          expansion program through internally generated cash flows          from operations.

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 any future long-term debt borrowings. The          company's marketable securities currently consist of          Pennsylvania tax-free state and municipal bonds, equity          securities and other short-term investments. Other          short-term investments are classified as cash equivalents          on the Consolidated Balance Sheets.

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

**Contractual          Obligations**

The following table represents          scheduled maturities of the company's long-term          contractual obligations as of December 30,          2006.

|                                      |   | **Payments due by                  period** |
|-------------------------------------------|--------|---------------------------------------------|
|                                      |   |                                        |   | **Less                  than** |   |   |   |   |   | **More                  than** |
| *(dollars in                  thousands)* |   | **Total**                                   |   | **1                  year** |   | **1-3                  years** |   | **3-5                  years** |   | **5                  years** |
| Operating                  leases         | $      | 243,335                                     | $ |   28,551 | $ |   54,666 | $ |   40,662 | $ | 119,456 |
| Total                                     | $      | 243,335                                     | $ |   28,551 | $ |   54,666 | $ |   40,662 | $ | 119,456 |

 

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**WEIS MARKETS,          INC.**

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

**Critical Accounting          Estimates**

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 allowances that relate to          the company's buying and merchandising activities are          recorded as a reduction of cost of sales as they are          earned, in accordance with its underlying agreement.          Off-invoice and bill-back allowances are used to reduce          direct product costs upon the receipt of goods.          Promotional rebates and credits are accounted for as a          reduction in the cost of inventory and recognized when          the related inventory is sold. Volume incentive discounts          are realized as a reduction of cost of sales at the time          it is deemed probable and reasonably estimable that the          incentive target will be reached. Long-term contract          incentives, which require an exclusive vendor          relationship, are allocated over the life of the          contract. Promotional allowance funds for specific          vendor-sponsored programs are recognized as a reduction          of cost of sales as the program occurs and the funds are          earned per the agreement. Cash discounts for prompt          payment of invoices are realized in cost of sales as          invoices are paid. Warehouse and back-haul allowances          provided by suppliers for distributing their product          through our distribution system are recorded in cost of          sales as the required performance is completed. Warehouse          rack and slotting allowances are recorded in cost of          sales when new items are initially set up in the          company's distribution system, which is when the related          expenses are incurred and performance under the agreement          is complete. Swell allowances for damaged goods are          realized in cost of sales as provided by the supplier,          helping to offset product shrink losses also recorded in          cost of sales.

****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 five years. At December 30, 2006,          closed store lease liabilities totaled $1.9 million. The          company estimates the lease liabilities, net of estimated          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 changes become 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 claims 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 $2,000,000 per claim. Property          and casualty insurance coverage is maintained with          outside carriers at deductible or retention levels          ranging from $250,000 to $2,000,000. Significant          assumptions used in the development of the actuarial          estimates include reliance on the company's historical          claims data including average monthly claims and average          lag time between incurrence and reporting of the          claim.

 

 

 

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**WEIS MARKETS,          INC.**

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

**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.

**Certifications**

As required under Section          303A.12(a) of the New York Stock Exchange Listed Company          Manual, the company submitted a Chief Executive Officer          Certification to the New York Stock Exchange with no          qualifications on May 1, 2006. The company filed with the          Securities and Exchange Commission the Chief Executive          Officer and Chief Financial Officer certifications as          required under Section 302 of the Sarbanes-Oxley Act in          the prior years as an Exhibit to Form 10-K.

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

| *(dollars in                thousands)*                         |   | **Expected                Maturity Dates** |   | **Fair                Value** |
|-----------------------------------------------------------------|--------|--------------------------------------------|--------|-------------------------------|
| *December 30,                2006*                              |   | **2007**                                   |   | **2008**                      |   | **2009** |   | **2010** |   | **2011** |   | **Thereafter** |   | **Total** |   | **Dec. 30,                2006** |
| Rate sensitive                assets:                           |   |                                       |   |                          |   |   |   |   |   |   |   |   |   |   |   |   |
|    Fixed interest rate                securities | $      | 13,690                                     | $      | 1,200                         | $ | 2,020 | $ | 6,135 | $ | 2,040 | $ | ---    | $ | 25,085 | $ | 25,764 |
|    Average interest                rate          |   | 3.76                                       | %      | 2.97                          | % | 3.16 | % | 3.48 | % | 4.11 | % | ---    |   | 3.63 | % |   |

**Other Relevant Market        Risks**The company's equity securities at          December 30, 2006 had a cost basis of $1,935,000 and a          fair value of $12,398,000. The dividend yield realized on          these equity investments was 6.27% in 2006. 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 30, 2006 and                  December 31, 2005* |

|                                                                                                                                           |   | **2006**                                                              |   |   | **2005**                                                              |   |
|------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------|--------|--------|-----------------------------------------------------------------------|--------|
| **Assets**                                                                                                                                     |   |                                                                  |   |   |                                                                  |   |
| Current:                                                                                                                                       |   |                                                                  |   |   |                                                                  |   |
|   Cashand cash                  equivalents                                                                                          | $      | 27,545                                                                |   | $      | 69,300                                                                |   |
|   Marketable securities                                                                                                              |   | 38,163                                                                |   |   | 23,210                                                                |   |
|   Accounts receivable,                net                                                                                            |   | 41,885                                                                |   |   | 38,376                                                                |   |
|   Inventories                                                                                                                        |   | 189,468                                                               |   |   | 179,382                                                               |   |
|   Prepaid expenses                                                                                                                   |   |        3,932                       |   |   |        6,076                       |   |
|            **Total current assets**                                                     |   |    300,993                                             |   |   |    316,344                                             |   |
| Property and                equipment, net                                                                                                     |   | 492,543                                                               |   |   | 446,517                                                               |   |
| Goodwill                                                                                                                                       |   | 15,722                                                                |   |   | 15,731                                                                |   |
| Intangibleand other assets, net                                                                                                                |   |         4,804                 |   |   |         5,536                 |   |
|            **Total assets**                                                             | $      |     814,062                                       |   | $      |     784,128                                       |   |
| **Liabilities**                                                                                                                                |   |                                                                  |   |   |                                                                  |   |
| Current:                                                                                                                                       |   |                                                                  |   |   |                                                                  |   |
|   Accounts payable                                                                                                                   | $      | 105,859                                                               |   | $      | 100,895                                                               |   |
|   Accrued expenses                                                                                                                   |   | 22,307                                                                |   |   | 20,079                                                                |   |
|   Accrued self-insurance                                                                                                             |   | 22,778                                                                |   |   | 21,553                                                                |   |
|   Payable to employee benefit                plans                                                                                   |   | 1,435                                                                 |   |   | 1,427                                                                 |   |
|   Income                taxes payable                                                                                                |   |                           865 |   |   |         2,020                 |   |
|   Deferred income taxes                                                                                                              |   |                           298 |   |   |            270 |   |
| **           Total                current liabilities**                                 |   |     153,542                                       |   |   |     146,244                                       |   |
| Postretirement benefit                  obligations                                                                                            |   |      12,912                                  |   |   |      11,060                                  |   |
| Deferred income                taxes                                                                                                           |   |       18,445                            |   |   |       22,967                            |   |
| **           Total                liabilities**                                         |   |     184,899                                       |   |   |     180,271                                       |   |
| **Shareholders' Equity**                                                                                                                       |   |                                                                  |   |   |                                                                  |   |
| Common stock, no                par value,100,800,000 shares                authorized,                                                        |   |                                                                  |   |   |                                                                  |   |
|      33,009,046 and                33,002,357 shares issued, respectively                                             |   | 8,595                                                                 |   |   | 8,371                                                                 |   |
| Retained                earnings                                                                                                               |   | 760,531                                                               |   |   | 735,865                                                               |   |
| Accumulated other                comprehensive income, net                                                                                     |   |         6,084                 |   |   |         4,296                 |   |
|                                                                                                                                      |   | 775,210                                                               |   |   | 748,532                                                               |   |
| Treasury stock at                cost, 6,016,291 and 5,982,461 shares,                respectively                                             |   |   (146,047                                                  | )      |   |   (144,675                                                  | )      |
|           ** Total shareholders' equity**                                               |   |     629,163                                       |   |   |     603,857                                       |   |
| **           Total                liabilities and shareholders'                equity** | $      |     814,062                                       |   | $      |     784,128                                       |   |
| *See                accompanying notes to consolidated financial                statements.*                                                   |   |                                                                  |   |   |                                                                  |   |

 

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| **WEIS MARKETS, INC.**                                                                          |
|-------------------------------------------------------------------------------------------------|
| **CONSOLIDATED                STATEMENTS OF INCOME**                                            |
|                                                                                            |
| *(dollars in thousands,                  except shares and per share                  amounts)* |
| *For the Fiscal                Years Ended December 30, 2006,*                                  |

| *December 31, 2005                and December 25, 2004*                                     |   | **2006**                                                               |   | **2005**                                                               |   | **2004**                                                               |
|----------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------|--------|------------------------------------------------------------------------|--------|------------------------------------------------------------------------|
|                                                                                         |   | (**52                  Weeks)**                                        |   | (**53                  Weeks)**                                        |   | (**52                  Weeks)**                                        |
| Net                sales                                                                     | $      | 2,244,512                                                              | $      | 2,222,598                                                              | $      | 2,097,712                                                              |
| Cost of sales,                including warehousing and distribution                expenses |   |   1,647,233                                                  |   |   1,634,874                                                  |   |   1,546,783                                                  |
|     Gross profit on                sales                                 |   | 597,279                                                                |   | 587,724                                                                |   | 550,929                                                                |
| Operating, general                and administrative expenses                                |   |      515,675                                  |   |      491,499                                  |   |      464,548                                  |
|     Income from                operations                                |   | 81,604                                                                 |   | 96,225                                                                 |   | 86,381                                                                 |
| Investment                income                                                             |   |                      4,484                    |   |                      3,081                    |   |                      1,222                    |
|     Income before provision                for income taxes              |   | 86,088                                                                 |   | 99,306                                                                 |   | 87,603                                                                 |
| Provision for                income taxes                                                    |   |        30,078                       |   |        35,885                       |   |        30,412                       |
|     Net income                                                           | $      |        56,010                       | $      |        63,421                       | $      |        57,191                       |
|                                                                                         |   |                                                                   |   |                                                                   |   |                                                                   |
| Weighted-average                shares outstanding, basic                                    |   | 27,016,877                                                             |   | 27,026,748                                                             |   | 27,098,000                                                             |
| Weighted-average                shares outstanding, diluted                                  |   | 27,027,198                                                             |   | 27,033,789                                                             |   | 27,098,276                                                             |
|                                                                                         |   |                                                                   |   |                                                                   |   |                                                                   |
| Cash dividends per                share                                                      | $      |           1.16       | $      |           1.12       | $      |           2.12       |
| Basic and diluted                earnings per share                                          | $      |            2.07 | $      |            2.35 | $      |            2.11 |
| *See accompanying                notes to consolidated financial                statements.* |

 

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| **WEIS MARKETS, INC.**                                               |
|----------------------------------------------------------------------|
| **CONSOLIDATED STATEMENTS                  OF SHAREHOLDERS' EQUITY** |
|                                                                 |
| *(dollars in                thousands, except shares)*               |
| *For the Fiscal                Years Ended December 30, 2006,*       |

| *December 31, 2005                and December 25, 2004*                                                  |                                                                                              |   |                                                            |   |                                                                                  | **Accumulated**                   |                                                                                        |              |                                                                                        |       |                                                                                        |       |
|-----------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------|--------|---------------------------------------------------------------------------------------|-----------------------------------|---------------------------------------------------------------------------------------------|-------------------|---------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------|------------|
|                                                                                                      |                                                                                              |   |                                                            |   |                                                                                  |                              | **Other**                                                                                   |              |                                                                                        |       |                                                                                        | **Total**  |   |
|                                                                                                      | **Common****Stock**                                                                               |   | **Retained**                                                    |   | **Comprehensive**                                                                     | **Treasury                Stock** |                                                                                        | **Shareholders'** |                                                                                        |
|                                                                                                      | **Shares**                                                                                        |   | **Amount**                                                      |   | **Earnings**                                                                          |                              | **Income**                                                                                  | **Shares**        |                                                                                        | **Amount** |                                                                                        | **Equity** |   |
| **Balance at December 27,                  2003**                                                         | 32,989,507                                                                                        | $      | 7,971                                                           | $      | 702,961                                                                               | $                                 | 4,428                                                                                       |              | 5,849,589                                                                                   | $          | (139,912                                                                                    | )$         | 575,448 |   |
| Net                  income                                                                               |                        ---            |   |      ---      |   | 57,191                                                                                |                              |                        ---      |              |                        ---      |       |                        ---      |       | 57,191 |   |
| Other comprehensive                  income, net of reclassification adjustments and                  tax |                        ---            |   |      ---      |   |                       ---      |                              | 319                                                                                         |              |                        ---      |       |                        ---      |       |             319 |   |
|    Comprehensive                  income                                                   |                                                                                              |   |                                                            |   |                                                                                  |                              |                                                                                        |              |                                                                                        |       |                                                                                        |       |        57,510 |   |
| Shares issued for                  options                                                                | 7,650                                                                                             |   | 228                                                             |   |                       ---      |                              |                        ---      |              |                        ---      |       |                        ---      |       | 228 |   |
| Treasury stock                  purchased                                                                 |                        ---            |   |      ---      |   |       ---                      |                              |                        ---      |              | 114,741                                                                                     |       | (4,048                                                                                      | )          | (4,048 | ) |
| Dividends                  paid                                                                           |                         ---      |   |      ---      |   |     (57,438                                                       | )                                 |                        ---      |              |                        ---      |       |                        ---      |       |      (57,438 | ) |
| **Balance at December 25,                  2004**                                                         |   32,997,157                                                                            |   |     8,199                                   |   |    702,714                                                             |                              |           4,747                           |              |    5,964,330                                                                 |       |    (143,960                                                                  | )          |    571,700 |   |
| Net                  income                                                                               |                        ---            |   |      ---      |   | 63,421                                                                                |                              |                        ---      |              |                        ---      |       |                        ---      |       | 63,421 |   |
| Other comprehensive loss,                  net of reclassification adjustments and                  tax   |                        ---            |   |      ---      |   |                       ---      |                              | (451                                                                                        | )                 |                        ---      |       |                        ---      |       |             (451 | ) |
|    Comprehensive                  income                                                   |                                                                                              |   |                                                            |   |                                                                                  |                              |                                                                                        |              |                                                                                        |       |                                                                                        |       |        62,970 |   |
| Shares issued for                  options                                                                | 5,200                                                                                             |   | 172                                                             |   |                       ---      |                              |                        ---      |              |                        ---      |       |                        ---      |       | 172 |   |
| Treasury stock                  purchased                                                                 |                        ---            |   |      ---      |   |       ---                      |                              |                        ---      |              | 18,131                                                                                      |       | (715                                                                                        | )          | (715 | ) |
| Dividends                  paid                                                                           |                         ---      |   |      ---      |   |     (30,270                                                       | )                                 |                        ---      |              |                        ---      |       |                        ---      |       |      (30,270 | ) |
| **Balance at December 31,                  2005**                                                         |   33,002,357                                                                            |   |      8,371                             |   |    735,865                                                             |                              |           4,296                           |              |     5,982,461                                                           |       |    (144,675                                                                  | )          |     603,857 |   |
| Net                  income                                                                               |                        ---            |   |      ---      |   |     56,010                                                        |                              |                        ---      |              |                        ---      |       |                        ---      |       | 56,010 |   |
| Other comprehensive                  income, net of reclassification adjustments and                  tax |                        ---            |   |      ---      |   |                       ---      |                              | 1,788                                                                                       |              |                        ---      |       |                        ---      |       |          1,788 |   |
|    Comprehensive                  income                                                   |                                                                                              |   |                                                            |   |                                                                                  |                              |                                                                                        |              |                                                                                        |       |                                                                                        |       |        57,798 |   |
| Shares issued for                  options                                                                | 6,689                                                                                             |   | 224                                                             |   |                       ---      |                              |                        ---      |              |                   3,498                                                           |       |                        (154                              | )          | 70 |   |
| Treasury stock                  purchased                                                                 |                        ---            |   |      ---      |   |       ---                      |                              |                        ---      |              | 30,332                                                                                      |       | (1,218                                                                                      | )          | (1,218 | ) |
| Dividends                  paid                                                                           |                         ---      |   |      ---      |   |     (31,344                                                       | )                                 |                        ---      |              |                        ---      |       |                        ---      |       |      (31,344 | ) |
| **Balance at December 30,                  2006**                                                         |   33,009,046                                                                            | $      |      8,595                             | $      |    760,531                                                             | $                                 |           6,084                           |              |     6,016,291                                                           | $          |    (146,047                                                                  | )$         |     629,163 |   |
| *See accompanying                notes to consolidated financial                statements.*              |

 

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Table of    Contents****

| **WEIS MARKETS, INC.**                                         |
|----------------------------------------------------------------|
| **CONSOLIDATED STATEMENTS                  OF CASH FLOWS**     |
|                                                           |
| *(dollars in                thousands)*                        |
| *For the Fiscal                Years Ended December 30, 2006,* |

| *December 31,                2005 and December 25, 2004*                                      |   | **2006**                                                                           |   | **2005**                                                                                |   | **2004**                                                                                                |   |
|-----------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------|--------|
|                                                                                          |   | (**52                  Weeks)**                                                    |   | (**53                  Weeks)**                                                         |   | (**52                  Weeks)**                                                                         |   |
| **Cash flows from                operating activities:**                                      |   |                                                                               |   |                                                                                    |   |                                                                                                    |   |
|  Net                income                                                               | $      | 56,010                                                                             | $      | 63,421                                                                                  | $      | 57,191                                                                                                  |   |
|  Adjustments                to reconcile net income to                                   |   |                                                                               |   |                                                                                    |   |                                                                                                    |   |
|       net cash                provided by operating activities: |   |                                                                               |   |                                                                                    |   |                                                                                                    |   |
|    Depreciation                                                                |   | 45,000                                                                             |   | 43,875                                                                                  |   | 40,614                                                                                                  |   |
|    Amortization                                                                |   | 6,020                                                                              |   | 6,231                                                                                   |   | 5,721                                                                                                   |   |
|    Loss on impairment /                disposition of fixed assets             |   | 974                                                                                |   | 519                                                                                     |   | 1,438                                                                                                   |   |
|    Gain on sale of marketable                securities                        |   | (431                                                                               | )      | (422                                                                                    | )      | (52                                                                                                     | )      |
|    Changes in operating assets                and liabilities:                 |   |                                                                               |   |                                                                                    |   |                                                                                                    |   |
|      Inventories                                                     |   | (10,086                                                                            | )      | (14,338                                                                                 | )      | 8,508                                                                                                   |   |
|      Accounts                receivable and prepaid expenses         |   | (1,365                                                                             | )      | (3,424                                                                                  | )      | (2,930                                                                                                  | )      |
|       Income                taxes recoverable                   |   | ---                                                  |   | 1,729                                                                                   |   | (1,729                                                                                                  | )      |
|      Accounts payable                and other liabilities           |   | 10,277                                                                             |   | 7,636                                                                                   |   | 4,648                                                                                                   |   |
|       Income                taxes payable                       |   | (1,155                                                                             | )      | 2,020                                                                                   |   | (1,955                                                                                                  | )      |
|      Deferred income                taxes                            |   | (5,762                                                                             | )      | (2,845                                                                                  | )      | 6,786                                                                                                   |   |
|      Other                                                           |   |              (201 | )      |               (98 | )      |                  6 |   |
|   Net                cash provided by operating activities                          |   |                        99,281                   |   |        104,304                                       |   |       118,246                                                             |   |
|                                                                                          |   |                                                                               |   |                                                                                    |   |                                                                                                    |   |
| **Cash flows from                investing activities:**                                      |   |                                                                               |   |                                                                                    |   |                                                                                                    |   |
|  Purchase of                property and equipment                                       |   | (99,975                                                                            | )      | (55,468                                                                                 | )      | (82,766                                                                                                 | )      |
|  Proceeds                from the sale of property and equipment                         |   | 2,696                                                                              |   | 291                                                                                     |   | 9,086                                                                                                   |   |
|  Purchase of                marketable securities                                        |   | (33,020                                                                            | )      | (8,248                                                                                  | )      | (24,850                                                                                                 | )      |
|  Proceeds                from maturities of marketable                securities         |   | 15,745                                                                             |   | ---                                                       |   | 26,350                                                                                                  |   |
|  Proceeds                from sale of marketable securities                              |   |            6,010            |   |            1,000                 |   |                 86      |   |
|  Net cash                used in investing activities                                    |   |                      (108,544                             | )      |                        (62,425                       | )      |                        (72,094                                       | )      |
|                                                                                          |   |                                                                               |   |                                                                                    |   |                                                                                                    |   |
| **Cash flows from                financing activities:**                                      |   |                                                                               |   |                                                                                    |   |                                                                                                    |   |
|  Proceeds                from issuance of common stock                                   |   | 224                                                                                |   | 172                                                                                     |   | 228                                                                                                     |   |
|  Dividends                paid                                                           |   | (31,344                                                                            | )      | (30,270                                                                                 | )      | (57,438                                                                                                 | )      |
|  Purchase of                treasury stock                                               |   |           (1,372                 | )      |              (715      | )      |                          (4,048                            | )      |
|   Net                cash used in financing activities                              |   |         (32,492                            | )      |         (30,813                                 | )      |         (61,258                                                 | )      |
|                                                                                          |   |                                                                               |   |                                                                                    |   |                                                                                                    |   |
| Net (decrease)                increase in cash andcash                  equivalents           |   | (41,755                                                                            | )      | 11,066                                                                                  |   | (15,106                                                                                                 | )      |
| Cash andcash equivalentsat beginning of year                                                  |   |          69,300                       |   |          58,234                            |   |          73,340                                            |   |
| Cash andcash equivalentsat end of year                                                        | $      |          27,545                       | $      |          69,300                            | $      |          58,234                                            |   |

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

 

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WEIS MARKETS,            INC.

**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          in Pennsylvania and surrounding states. There was no          material change in the nature of the company's business          during fiscal 2006.

**(b) Definition of Fiscal          Year**

The company's fiscal year ends on          the last Saturday in December. Fiscal 2006, 2005 and 2004          were comprised of 52 weeks, 53 weeks and 52 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) 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          consolidated financial statements in conformity with          accounting principles generally accepted in the United          States of America. Actual results could differ from those          estimates.

**(e)          Reclassifications**

The company reclassified "Other          income" as originally reported for the fiscal years ended          December 31, 2005 and December 25, 2004 in the amount of          $16.3 million and $13.8 million, respectively. Prior to          the reclassification, "Other income" included net rental          income, coupon-handling fees, store service commissions,          cardboard salvage, gain or loss on the disposition of          fixed assets and interest expense. The majority of items          were reclassified as reductions of "Operating, general          and administrative expenses." Items which related to          distribution were reclassified as "Cost of sales,          including warehousing and distribution expenses." An          immaterial amount of interest expense was netted with          "Investment income."

The following table summarizes the          changes to originally reported amounts and subtotals in          the 2005 and 2004 Consolidated Statements of          Income:

|                                                                                                                 |   | **As**                                     |   |                                                                              |   | **As**                                     |   |                                                                              |
|----------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------|--------|-----------------------------------------------------------------------------------|--------|--------------------------------------------|--------|-----------------------------------------------------------------------------------|
|                                                                                                                 |   | **Originally**                             |   | **As**                                                                            |   | **Originally**                             |   | **As**                                                                            |
|                                                                                                                 |   | **Reported**                               |   | **Reclassified**                                                                  |   | **Reported**                               |   | **Reclassified**                                                                  |
| *(**dollars in                thousands)*                                                                            |   | **2005**                                   |   | **2005**                                                                          |   | **2004**                                   |   | **2004**                                                                          |
| Net sales (not                  reclassified, for presentation only)                                                 | $      | 2,222,598                                  | $      | 2,222,598                                                                         | $      | 2,097,712                                  | $      | 2,097,712                                                                         |
| Cost of sales, including                  warehousing and distribution expenses                                      |   |  1,636,137                            |   |  1,634,874                                                                   |   |  1,548,210                            |   |  1,546,783                                                                   |
| Gross profit on                  sales                                                                               |   | 586,461                                    |   | 587,724                                                                           |   | 549,502                                    |   | 550,929                                                                           |
| Operating, general and                  administrative expenses                                                      |   |     506,900            |   |     491,499                                                   |   |     477,317            |   |     464,548                                                   |
| Income from                  operations                                                                              |   | 79,561                                     |   | 96,225                                                                            |   | 72,185                                     |   | 86,381                                                                            |
| Investment                  income                                                                                   |   | 3,408                                      |   | 3,081                                                                             |   | 1,617                                      |   | 1,222                                                                             |
| Other income,                  net                                                                                   |   |       16,337 |   |          ---     |   |       13,801 |   |          ---     |
| Income before provision                  for income taxes (not reclassified, for                  presentation only) | $      |       99,306 | $      |       99,306                                        | $      |       87,603 | $      |       87,603                                        |

The company reclassified          liabilities related to certain retirement plans and          related deferred income tax assets as of December 31,          2005. The retirement plans were originally reported as          "Payable to employee benefit plans," a current liability,          rather than "Postretirement benefit obligations," a          long-term liability. The effect of this reclassification          changed amounts originally reported on the 2005          Consolidated Balance Sheet.

**Page 15 of 31 (Form    10-K)**

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Table of    Contents

**Note 1 Summary of Significant Accounting    Policies (continued)**

**(e) Reclassifications****(continued)**

The following table summarizes the          changes to originally reported amounts in the 2005          Consolidated Balance Sheet:

|                                                         |   | **As**                                                                            |   |                                                                              |
|--------------------------------------------------------------|--------|-----------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------|
|                                                         |   | **Originally**                                                                    |   | **As**                                                                            |
|                                                         |   | **Reported**                                                                      |   | **Reclassified**                                                                  |
| *(dollars in                thousands)*                      |   | **2005**                                                                          |   | **2005**                                                                          |
| Deferred income taxes                  (current asset)       | $      | 4,359                                                                             | $      |          ---     |
| Payable to employee                  benefit plans           |   | 12,487                                                                            |   | 1,427                                                                             |
| Deferred income taxes                  (current liability)   |   |          ---     |   | 270                                                                               |
| Postretirement benefit                  obligations          |   |          ---     |   | 11,060                                                                            |
| Deferred income taxes                  (long-term liability) |   |       27,596                                        |   |       22,967                                        |

**(f) Cash and Cash Equivalents           **

The company considers investments          with an original maturity of three months or less to be          cash equivalents. Investment amounts classified as cash          equivalents as of December 30, 2006 and December 31, 2005          totaled $23.5 million and $64.7 million,          respectively.

**(g) Marketable          Securities**

Marketable securities consist of          Pennsylvania tax-free state and municipal bonds and          equity securities. 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          fair 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.

**(h) Accounts          Receivable**

Accounts receivable are stated net          of an allowance for uncollectible accounts of $1.1          million and $1.2 million as of December 30, 2006 and          December 31, 2005, respectively. The reserve balance          relates to amounts due from pharmacy third party          providers and customer returned checks. The company          maintains an allowance for the amount of receivables          deemed to be uncollectible and calculates this amount          based upon historical collection activity adjusted for          current conditions. Customer electronic payments accepted          at the point of sale are classified as accounts          receivable until collected.

**(i) Inventories**

Inventories are valued at the          lower of cost or market, using both the last-in,          first-out (LIFO) and average cost methods. The company          evaluates inventory shortages throughout the year based          on actual physical counts in its facilities. Allowances          for inventory shortages are recorded based on the results          of these counts and to provide for estimated shortages          from the last physical count to the financial statement          date. See additional disclosures regarding inventories in          Note 3.

**(j) Property and          Equipment**

Property and equipment are          recorded at cost. Depreciation is provided on the cost of          buildings and improvements and equipment principally          using accelerated methods. Leasehold improvements are          amortized using the straight line method 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 "Operating, general          and administrative expenses."

**Page 16 of 31 (Form    10-K)**

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**Note 1 Summary of Significant Accounting    Policies (continued)**

**(k) Goodwill and Intangible          Assets**

The company follows Financial          Accounting Standards Board ("FASB") Statement of          Financial Accounting Standards No. 142, "Goodwill and          Other Intangible Assets" ("SFAS 142"), which establishes          that intangible assets with an indefinite useful life          shall not be amortized until their useful life is          determined to be no longer indefinite and should be          tested for impairment annually or more frequently if          events or changes in circumstances indicate that the          asset might be impaired. SFAS 142 states that goodwill          should not be amortized but tested for impairment for          each reporting unit, on an annual basis and between          annual tests in certain circumstances. Intangible assets          with a definite useful life are generally amortized over          periods ranging from 15 to 20 years. As of December 30,          2006, the company has no intangible assets, other than          goodwill, with indefinite lives.

**(l) Impairment of Long-Lived          Assets**

In accordance with FASB Statement          of Financial Accounting Standards No. 144, "Accounting          for the Impairment or Disposal of Long-Lived Assets"          ("SFAS 144"), the company periodically evaluates the          period of depreciation or amortization for long-lived          assets to determine whether current circumstances warrant          revised estimates of useful lives. The company reviews          its property and equipment for impairment whenever events          or changes in circumstances indicate the carrying value          of an asset may not be recoverable. Recoverability is          measured by a comparison of the carrying amount to the          net undiscounted cash flows expected to be generated by          the asset. An impairment loss would be recorded for the          excess of net book value over the fair value of the asset          impaired. The fair value is estimated based on expected          discounted future cash flows.

With respect to owned property and          equipment associated with closed stores, the value of the          property and equipment is adjusted to reflect recoverable          values based on the company's prior history of disposing          of similar assets and current economic          conditions.

The results of impairment tests          are subject to management's estimates and assumptions of          projected cash flows and operating results. The company          believes that, based on current conditions, materially          different reported results are not likely to result from          long-lived asset impairments. However, a change in          assumptions or market conditions could result in a change          in estimated future cash flows and the likelihood of          materially different reported results.

**(m) Store Closing          Costs**

In accordance with FASB Statement          of Financial Accounting Standards No. 146, "Accounting          for Costs Associated with Exit or Disposal Activities"          ("SFAS 146"), 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 five years. At December 30, 2006,          closed store lease liabilities totaled $1.9 million. The          company estimates the lease liabilities, net of estimated          sublease income, using the undiscounted rent payments of          closed stores.

**(n)          Self-Insurance**

The company is self-insured for a          majority of its workers' compensation, general liability,          vehicle accident and associate medical benefit 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 $2,000,000 per claim.          Property and casualty insurance coverage is maintained          with outside carriers at deductible or retention levels          ranging from $250,000 to $2,000,000.

**(o) Stock Option          Plan**

As of December 31, 2004, no awards          may be granted under the company's 1995 Stock Option          Plan. The last options granted under the Plan in 2002          will expire in 2012. The proforma impact of adopting FASB          Statement of Financial Accounting Standards No. 123,          "Accounting for Stock-Based Compensation" ("SFAS 123") as          amended by FASB Statement of Financial Accounting          Standards No. 148, "Accounting for Stock-Based          Compensation - Transition and Disclosure," is immaterial.          See additional disclosures regarding remaining          outstanding options in Note 7.

**(p) Income Taxes**

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

**Page 17 of 31 (Form    10-K)**

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**Note 1 Summary of Significant Accounting    Policies (continued)**

**(q) Earnings Per          Share**

Earnings per share are based on          the weighted-average number of common shares outstanding.          Diluted earnings per share are based on the          weighted-average number of common shares outstanding,          plus the incremental shares that would have been          outstanding upon the assumed exercise of all dilutive          stock options, subject to antidilution limitations. Basic          and diluted earnings per share are the same amounts for          each period presented. For 2004, options to purchase          32,850 shares at an exercise price of $37.94, were not          included in the computation of diluted earnings per share          because their inclusion under the treasury stock method          would have been antidilutive.

**(r) Revenue          Recognition**

Revenue from the sale of products          to the company's customers is recognized at the point of          sale. Discounts provided to customers at the point of          sale through the Weis Club Preferred Shopper loyalty          program are recognized as a reduction in sales as          products are sold. Periodically, the company will run a          point based sales incentive program that rewards          customers with future sales discounts. The company makes          reasonable and reliable estimates of the amount of future          discounts based upon historical experience and its          customer data tracking software. Sales are reduced by          these estimates over the life of the program. Discounts          to customers at the point of sale provided by vendors,          usually in the form of paper coupons, are not recognized          as a reduction in sales provided the discounts are          redeemable at any retailer that accepts those discounts.          The company does not recognize revenue when it sells gift          cards, but rather revenue is recognized at the time of          customer redemption for products.Return activity is immaterial to          revenues.

**(s) Cost of Sales, Including          Warehousing and Distribution Expenses**

"Cost of sales, including          warehousing and distribution expenses" consists of direct          product costs (net of discounts and allowances),          warehouse costs, transportation costs and manufacturing          facility costs.

**(t) Vendor          Allowances**

Vendor allowances that relate to          the company's buying and merchandising activities are          recorded as a reduction of cost of sales as they are          earned, in accordance with its underlying agreement.          Off-invoice and bill-back allowances are used to reduce          direct product costs upon the receipt of goods.          Promotional rebates and credits are accounted for as a          reduction in the cost of inventory and recognized when          the related inventory is sold. Volume incentive discounts          are realized as a reduction of cost of sales at the time          it is deemed probable and reasonably estimable that the          incentive target will be reached. Long-term contract          incentives, which require an exclusive vendor          relationship, are allocated over the life of the          contract. Promotional allowance funds for specific          vendor-sponsored programs are recognized as a reduction          of cost of sales as the program occurs and the funds are          earned per the agreement. Cash discounts for prompt          payment of invoices are realized in cost of sales as          invoices are paid. Warehouse and back-haul allowances          provided by suppliers for distributing their product          through our distribution system are recorded in cost of          sales as the required performance is completed. Warehouse          rack and slotting allowances are recorded in cost of          sales when new items are initially set up in the          company's distribution system, which is when the related          expenses are incurred and performance under the agreement          is complete. Swell allowances for damaged goods are          realized in cost of sales as provided by the supplier,          helping to offset product shrink losses also recorded in          cost of sales.

Vendor allowances recorded as          credits in cost of sales totaled $42.6 million in 2006,          $40.7 million in 2005, and $42.9 million in 2004. Vendor          paid cooperative advertising credits totaled $16.5          million in 2006, $16.8 million in 2005, and $17.5 million          in 2004. These credits were netted against advertising          costs within "Operating, general and administrative          expenses." The company had accounts receivable due from          vendors of $600,000 and $800,000 for earned advertising          credits and $7.2 million and $3.9 million for earned          promotional discounts as of December 30, 2006 and          December 31, 2005, respectively. The company had $1.5          million and $1.8 million in unearned revenue included in          accrued liabilities for unearned vendor programs under          long-term contracts for display and shelf space          allocation as of December 30, 2006 and December 31, 2005,          respectively.

**(u) Operating, General and          Administrative Expenses**

Business operating costs including          expenses generated from administration and purchasing          functions, are recorded in "Operating, general and          administrative expenses" in the Consolidated Statements          of Income. Business operating costs include items such as          wages, benefits, utilities, repairs and maintenance,          advertising costs and credits, rent, insurance, equipment          depreciation, leasehold amortization and costs for          outside provided services.

**(v) Advertising          Costs**

The company expenses advertising          costs as incurred. The company recorded advertising          expense, before vendor paid cooperative advertising          credits, of $26.1 million in 2006, $24.6 million in 2005,          and $23.9 million in 2004 in "Operating, general and          administrative expenses."

**Page 18 of 31 (Form    10-K)**

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**Note 1 Summary of Significant Accounting    Policies (continued)**

**(w) Rental          Income**

The company leases or subleases          space to tenants in owned, vacated and open store          facilities. Rental income is recorded when earned as a          component of "Operating, general and administrative          expenses." All leases are operating leases, as disclosed          in Note 5, and do not contain up front          considerations.

**(x) Current Relevant Accounting          Standards**

In October 2005, the FASB issued          FASB Staff Position FAS 13-1, "Accounting for Rental          Costs Incurred during a Construction Period" ("FSP FAS          13-1"). FSP FAS 13-1 requires rental costs associated          with operating leases incurred during a construction          period to be recognized as rental expense effective for          the first reporting period after December 15, 2005. In          addition, FSP FAS 13-1 requires lessees to cease          capitalizing rental costs for operating lease agreements          entered into prior to the effective date. Early adoption          is permitted. Retrospective application of FSP FAS 13-1          is permitted but not required. Management changed its          accounting policy to recognize rental expense during          construction as of the beginning of this fiscal year. The          company did not previously capitalize rental costs for          operating lease agreements. The adoption of FSP FAS 13-1          did not have a material effect on the company's          consolidated financial statements.

In June 2006, the FASB ratified          the consensus reached by the Emerging Issues Tax Force in          Issue No. 06-3, "How Taxes Collected from Customers and          Remitted to Governmental Authorities Should Be Presented          in the Income Statement (That is, Gross versus Net          Presentation)" ("EITF 06-3"). The scope of EITF 06-3          includes any tax assessed by a governmental authority          that is directly imposed on a revenue-producing activity          between a seller and a customer and may include, but is          not limited to, sales, use, value added, and some excise          taxes. EITF 06-3 also concluded that the presentation of          taxes within its scope on either a gross (included in          revenues and costs) or net (excluded from revenues) basis          is an accounting policy decision subject to appropriate          disclosure. EITF 06-3 is effective for periods beginning          after December 15, 2006. The company will continue to use          the net basis for presentation.

In June 2006, the FASB issued FASB          Interpretation No. 48, "Accounting for Uncertainty in          Income Taxes: an Interpretation of FASB Statement No.          109" ("FIN 48"). FIN 48, which clarifies SFAS 109,          establishes the criterion that an individual tax position          has to meet for some or all of the benefits of that          position to be recognized in the company's financial          statements. On initial application, FIN 48 will be          applied to all tax positions for which the statute of          limitations remains open. Only tax positions that meet          the more-likely-than-not recognition threshold at the          adoption date will be recognized or continue to be          recognized. The cumulative effect of applying FIN 48 will          be reported as an adjustment to retained earnings at the          beginning of the period in which it is adopted. FIN 48 is          effective for fiscal years beginning after December 15,          2006, and will be adopted by the company on December 31,          2006. The company currently does not believe that the          adoption of FIN 48 will have a significant effect on its          financial statements.

In September 2006, the FASB issued          Statement of Financial Accounting Standards No. 158,          "Employers' Accounting for Defined Benefit Pension and          Other Postretirement Plans - an Amendment of FASB          Statements No. 87, 88, 106 and 132(R)" ("SFAS 158"). SFAS          158 requires balance sheet recognition of the overfunded          or underfunded status of pension and postretirement          benefit plans. Under SFAS 158, actuarial gains and          losses, prior service costs or credits, and any remaining          transition assets or obligations that have not been          recognized under previous accounting standards must be          recognized in Accumulated Other Non-Shareowners' Changes          in Equity, net of tax effects, until they are amortized          as a component of net periodic benefit cost. The adoption          of SFAS 158 did not have a material effect on the          company's consolidated financial statements.

In September 2006, the Securities          and Exchange Commission issued Staff Accounting Bulletin          No. 108, "Considering the Effects of Prior Year          Misstatements when Quantifying Misstatements in Current          Year Financial Statements" ("SAB 108"). SAB 108 was          issued to provide consistency in how registrants quantify          financial statement misstatements.

Historically, there have been two          widely used methods for quantifying the effects of          financial statement misstatements. These methods are          referred to as the "roll-over" and "iron curtain" method.          The roll-over method quantifies the amount by which the          current year income statement is misstated. Exclusive          reliance on an income statement approach can result in          the accumulation of errors on the balance sheet that may          not have been material to any individual income          statement, but which may misstate one or more balance          sheet accounts. The iron curtain method quantifies the          error as the cumulative amount by which the current year          balance sheet is misstated. Exclusive reliance on a          balance sheet approach can result in disregarding the          effects of errors in the current year income statement          that results from the correction of an error existing in          previously issued financial statements.

**Page 19 of 31 (Form    10-K)**

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**Note 1 Summary of Significant Accounting    Policies (continued)**

**(x) Current Relevant Accounting          Standards****(continued)**

SAB 108 established an approach that requires    quantification of financial statement misstatements based on    the effects of the misstatement on each of the company's    financial statements and the related financial statement    disclosures. This approach is commonly referred to as the "dual    approach" because it requires quantification of errors under    both the roll-over and iron curtain methods.The company uses the dual approach          method for quantifying identified financial statement          misstatements.

SAB 108 allows registrants to initially apply    the dual approach either by (1) retroactively adjusting prior    financial statements as if the dual approach had always been    used or by (2) recording the cumulative effect of initially    applying the dual approach as adjustments to the carrying    values of assets and liabilities as of January 1, 2006 with an    offsetting adjustment recorded to the opening balance of    retained earnings. Use of this "cumulative effect" transition    method requires detailed disclosure of the nature and amount of    each individual error being corrected through the cumulative    adjustment and how and when it arose*.*

The company applied SAB 108 using          the cumulative effect transition method in connection          with the preparation of its consolidated financial          statements for the year ending December 30, 2006. The          adoption of SAB 108 did not result in any adjustments to          the company's consolidated financial          statements.

**Note 2 Marketable        Securities**    Marketable securities, as of December 30, 2006 and December 31,    2005, consisted of:

|                                                                    |   |                                                  |   | **Gross**                                  |   | **Gross**                                                                                   |   |                                                   |
|-------------------------------------------------------------------------|--------|-------------------------------------------------------|--------|--------------------------------------------|--------|---------------------------------------------------------------------------------------------|--------|--------------------------------------------------------|
|                                                                    |   |                                                  |   | **Unrealized**                             |   | **Unrealized**                                                                              |   |                                                   |
| *(dollars in                thousands)*                                 |   | **Amortized**                                         |   | **Holding**                                |   | **Holding**                                                                                 |   | **Fair**                                               |
| *December 30,                2006*                                      |   | **Cost**                                              |   | **Gains**                                  |   | **Losses**                                                                                  |   | **Value**                                              |
| Available-for-sale:                                                     |   |                                                  |   |                                       |   |                                                                                        |   |                                                   |
|    Pennsylvania state and                municipal bonds | $      | 25,830                                                | $      | 14                                         | $      | 79                                                                                          | $      | 25,765                                                 |
|    Equity securities                                     |   |         1,935 |   |       10,464 |   |                1 |   |         12,398 |
|                                                                    | $      |       27,765            | $      |       10,478 | $      |               80      | $      |       38,163             |

|                                                                    |   |                                                  |   | **Gross**                                             |   | **Gross**                                                                                   |   |                                                  |
|-------------------------------------------------------------------------|--------|-------------------------------------------------------|--------|-------------------------------------------------------|--------|---------------------------------------------------------------------------------------------|--------|-------------------------------------------------------|
|                                                                    |   |                                                  |   | **Unrealized**                                        |   | **Unrealized**                                                                              |   |                                                  |
| *(**dollars in                thousands)*                               |   | **Amortized**                                         |   | **Holding**                                           |   | **Holding**                                                                                 |   | **Fair**                                              |
| *December 31,                2005*                                      |   | **Cost**                                              |   | **Gains**                                             |   | **Losses**                                                                                  |   | **Value**                                             |
| Available-for-sale:                                                     |   |                                                  |   |                                                  |   |                                                                                        |   |                                                  |
|    Pennsylvania state and                municipal bonds | $      | 13,353                                                | $      | ---                               | $      | 42                                                                                          | $      | 13,311                                                |
|    Equity securities                                     |   |         2,514 |   |         7,388 |   |                3 |   |         9,899 |
|                                                                    | $      |       15,867            | $      |         7,388 | $      |              45            | $      |       23,210            |

Maturities of marketable securities    classified as available-for-sale at December 30, 2006, were as    follows:

|                                                                                                           |   | **Amortized**                                         |   | **Fair**                                   |
|----------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------|--------|--------------------------------------------|
| *(**dollars in                thousands)*                                                                      |   | **Cost**                                              |   | **Value**                                  |
| Available-for-sale:                                                                                            |   |                                                  |   |                                       |
|    Due within one                year                                                           | $      | 14,029                                                | $      | 14,031                                     |
|    Due within one year through                five years                                        |   | 11,801                                                |   | 11,733                                     |
|    Equity securities                                                                            |   |         1,935 |   |       12,399 |
|                                                                                                           | $      |       27,765            | $      |       38,163 |
|                                                                                                           |   |                                                  |   |                                       |
| See additional                disclosures regarding marketable securities in                Notes 1(g) and 11. |   |                                                  |   |                                       |

**Page 20 of 31 (Form    10-K)**

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**Note 3 Inventories**    Merchandise inventories, as of December 30, 2006 and December    31, 2005, were valued as follows:

| *(**dollars in                thousands)* |   | **2006**                                   |   | **2005**                                   |
|-------------------------------------------|--------|--------------------------------------------|--------|--------------------------------------------|
| LIFO                                      | $      | 150,397                                    | $      | 141,359                                    |
| Average                cost               |   |       39,071 |   |       38,023 |
|                                      | $      |     189,468            | $      |     179,382            |

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. If all inventories were          valued on the average cost method, which approximates          current cost, total inventories would have been          $47,314,000 and $43,134,000 higher than as reported on          the above methods as of December 30, 2006 and December          31, 2005, respectively. During 2005 and 2004, the company          had certain decrements in its LIFO pools, which had an          insignificant impact on the cost of sales.

**Note 4 Property and        Equipment**    Property and equipment, as of December 30, 2006 and December    31, 2005, consisted of:

|                                                          | **Useful                Life** |   |                      |   |                      |
|---------------------------------------------------------------|--------------------------------|--------|---------------------------|--------|---------------------------|
| *(dollars in                thousands)*                       | **(in                years)**  |   | **2006**                  |   | **2005**                  |
| Land                                                          |                           | $      | 84,094                    | $      | 68,181                    |
| Buildings and                improvements                     | 10-60                          |   | 391,357                   |   | 367,549                   |
| Equipment                                                     |   3-12               |   | 585,213                   |   | 555,377                   |
| Leasehold                improvements                         |   5-20               |   |    121,263 |   |    110,739 |
|    Total, at cost                              |                           |   | 1,181,927                 |   | 1,101,846                 |
| Less accumulated                depreciation and amortization |                           |   |    689,384 |   |    655,329 |
|                                                          |                           | $      |    492,543 | $      |    446,517 |

**Note 5 Lease Commitments**At December 30, 2006, the company          leased approximately 55% of its open store facilities          under operating leases that expire at various dates          through 2026. 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.          Rents on operating leases, including agreements with step          rents, are charged to expense on a straight-line basis          over the minimum lease term. The company does not have          any leases that include capital improvement funding or          other lease concessions.

Rent expense and income on all leases    consisted of:

| *(dollars in                thousands)* |   | **2006**                 |   | **2005**                 |   | **2004**                 |   |
|-----------------------------------------|--------|--------------------------|--------|--------------------------|--------|--------------------------|--------|
| Minimum annual                rentals   | $      | 30,147                   | $      | 29,752                   | $      | 29,233                   |   |
| Contingent                rentals       |   | 333                      |   | 303                      |   | 266                      |   |
| Lease or sublease                income |   |    (6,757 | )      |    (7,820 | )      |    (7,780 | )      |
|                                    | $      |   23,723       | $      |   22,235       | $      |   21,719       |   |

**Page 21 of 31 (Form    10-K)**

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**Note 6 Retirement Plans    (continued)**

Components of net periodic benefit          cost:

| *(dollars in                thousands)*    |   | **2006** |   | **2005** |   | **2004** |   |
|--------------------------------------------|--------|----------|--------|----------|--------|----------|--------|
| Interest cost                              | $      | 455      | $      | 434      | $      | 435      |   |
| Amount of recognized                  gain |   | 187      |   | 150      |   | 214      |   |

Estimated future benefit          payments:

| *(**dollars in                thousands)* |   |   |   | Benefits |   |
|-------------------------------------------|--------|--------|--------|----------|--------|
| 2007                                      |   |   | $      | 232      |   |
| 2008                                      |   |   |   | 1,107    |   |
| 2009                                      |   |   |   | 1,107    |   |
| 2010                                      |   |   |   | 1,107    |   |
| 2011                                      |   |   |   | 1,107    |   |
| 2012 -                2016                |   |   |   | 5,537    |   |

The company also maintains a          non-qualified supplemental executive retirement plan and          a non-qualified pharmacist deferred compensation plan for          certain of its associates. These plans are designed to          provide retirement benefits and salary deferral          opportunities because of limitations imposed by the          Internal Revenue Code and the Regulations implemented by          the Internal Revenue Service. These plans are unfunded          and accounted for on an accrual basis. Participants in          these plans are excluded from participation in the Profit          Sharing and Employee Stock Bonus plans. The Board of          Directors annually determines the amount of the          allocation to the plans at its sole discretion. The          allocation among the various plan participants is made in          relationship to their compensation, years of service and          job performance. Plan participants are 100% vested in          their accounts after seven years of service with the          company. Benefits are distributed among participants upon          reaching the applicable retirement age. Substantial risk          of benefit forfeiture does exist for participants in          these plans. The present value of accumulated benefits          amounted to $6,572,000 and $4,988,000 at December 30,          2006 and December 31, 2005, respectively, and is included          in "Postretirement benefit obligations" in the          Consolidated Balance Sheets.

The company has no other postretirement    benefit plans.

**Note 7****Stock****Option Plan**The company has an          incentive stock option plan for officers and other key          associates. Under the terms of the plan, option exercise          prices are 100% of the "fair market value" of the shares          on the date granted. Options previously granted are          immediately exercisable and expire ten years after date          of grant.

Changes during the three years ended December    30, 2006, in options outstanding under the plan were as    follows:

|                                      |   | **Weighted-Average**              |   | **Shares**                                           |   |
|-------------------------------------------|--------|-----------------------------------|--------|------------------------------------------------------|--------|
|                                      |   | **Exercise                Price** |   | **Under                Option**                      |   |
| Balance, December                27, 2003 |   | $35.20                            |   |   108,100                                  |   |
|      Exercised   |   | $29.84                            |   | (7,650                                               | )      |
|      Expired     |   | $26.50                            |   | (700                                                 | )      |
|      Forfeited   |   | $34.35                            |   |      (1,500                 | )      |
| Balance, December                25, 2004 |   | $35.69                            |   | 98,250                                               |   |
|      Exercised   |   | $33.11                            |   | (5,200                                               | )      |
|      Forfeited   |   | $35.97                            |   |         (900 | )      |
| Balance, December                31, 2005 |   | $35.83                            |   | 92,150                                               |   |
|      Exercised   |   | $33.53                            |   | (6,689                                               | )      |
|      Expired     |   | $31.50                            |   |         (700 | )      |
| Balance, December                30, 2006 |   | $36.04                            |   |     84,761                       |   |

Exercise prices for options          outstanding as of December 30, 2006 ranged from $32.88 to          $37.94. The weighted-average remaining contractual life          of those options is three years. As of December 30, 2006,          all options are exercisable.

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**Note 8 Income Taxes**    The provision (benefit) for income taxes consists    of:

| *(dollars in                thousands)* |   | **2006**                                   |   | **2005**                                                             |   | **2004**                                                                   |   |
|-----------------------------------------|--------|--------------------------------------------|--------|----------------------------------------------------------------------|--------|----------------------------------------------------------------------------|--------|
| Current:                                |   |                                       |   |                                                                 |   |                                                                       |   |
|    Federal               | $      | 33,168                                     | $      | 34,991                                                               | $      | 21,322                                                                     |   |
|    State                 |   | 2,672                                      |   | 3,739                                                                |   | 2,304                                                                      |   |
| Deferred:                               |   |                                       |   |                                                                 |   |                                                                       |   |
|    Federal               |   | (4,758                                     | )      | (2,443                                                               | )      | 6,727                                                                      |   |
|    State                 |   |       (1,004 | )      |                         (402 | )      |             59 |   |
|                                    | $      |      30,078       | $      |      35,885                                 | $      |      30,412                                       |   |

The reconciliation of income taxes          computed at the federal statutory rate (35% in 2006, 2005          and 2004) to the provision for income taxes          is:

| *(dollars in                thousands)*                                                                                              |   | **2006**                                       |   | **2005**                                                       |   | **2004**                                                       |   |
|--------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------|--------|----------------------------------------------------------------|--------|----------------------------------------------------------------|--------|
| Income taxes at                federal statutory rate                                                                                | $      | 30,131                                         | $      | 34,757                                                         | $      | 30,661                                                         |   |
| State income taxes,                net of federal income tax benefit                                                                 |   | 1,084                                          |   | 2,169                                                          |   | 1,536                                                          |   |
| Resolution and accrual of                  audit contingencies                                                                       |   |    ---      |   | (300                                                           | )      | (1,590                                                         | )      |
| Other                                                                                                                                |   |                     (1,137 | )      |                        (741 | )      |                        (195 | )      |
|    Provision for income taxes                (effective tax rate 34.9%, 36.1% and 34.7%,                respectively) | $      |     30,078                 | $      |     35,885                                 | $      |     30,412                                 |   |

The company accrued for probable          liabilities resulting from tax assessments by federal and          state tax authorities in 2003. During 2003, the Internal          Revenue Service completed its routine audit of the          company's federal income tax returns for the years 1997          through 2001. Resolution was completed with respect to          the various tax issues in the examination in 2004 and          adjustments were made to certain previously filed tax          returns.

Cash paid for income taxes was          $36,844,000, $34,995,000 and $29,446,000 in 2006, 2005          and 2004, respectively.

The tax effects of temporary          differences that give rise to deferred tax assets and          deferred tax liabilities at December 30, 2006 and          December 31, 2005, are:

| *(dollars in                thousands)*                                           |   | **2006**                                                    |   |   | **2005**                                                    |   |
|-----------------------------------------------------------------------------------|--------|-------------------------------------------------------------|--------|--------|-------------------------------------------------------------|--------|
| Deferred tax                assets:                                               |   |                                                        |   |   |                                                        |   |
|    Accounts                receivable                              | $      | 185                                                         |   | $      | 221                                                         |   |
|    Compensated                absences                             |   | 484                                                         |   |   | 487                                                         |   |
|    Employee benefit                plans                           |   | 7,136                                                       |   |   | 6,731                                                       |   |
|    General liability                insurance                      |   | 1,323                                                       |   |   | 1,325                                                       |   |
|    Nondeductible accruals and                other                 |   | 1,860                                                       |   |   | 1,899                                                       |   |
|    Postretirement benefit                obligations               |   |          5,397 |   |   |          4,629 |   |
|       Total                deferred tax assets      |   |        16,385            |   |   |        15,292            |   |
| Deferred tax                liabilities:                                          |   |                                                        |   |   |                                                        |   |
|    Inventories                                                     |   | (6,971                                                      | )      |   | (7,886                                                      | )      |
|    Unrealized gain on marketable                securities         |   | (4,315                                                      | )      |   | (3,047                                                      | )      |
|    Depreciation                                                    |   |       (23,842                 | )      |   |       (27,596                 | )      |
|       Total                deferred tax liabilities |   |       (35,128                 | )      |   |       (38,529                 | )      |
|    Net deferred tax                liability                       | $      |       (18,743                 | )      | $      |       (23,237                 | )      |
| Current deferred                liability - net                                   | $      | (298                                                        | )      | $      | (270                                                        | )      |
| Noncurrent                deferred liability - net                                |   |       (18,445                 | )      |   |       (22,967                 | )      |
|    Net deferred tax                liability                       | $      |       (18,743                 | )      | $      |       (23,237                 | )      |

**Page 24 of 31 (Form    10-K)**

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**Note 9 Comprehensive        Income**

| *(dollars in                thousands)*                                                                                                                                                     |   | **2006**                                                   |   | **2005**                                                   |   | **2004**                                                              |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------|--------|------------------------------------------------------------|--------|-----------------------------------------------------------------------|--------|
| Net                income                                                                                                                                                                   | $      | 56,010                                                     | $      | 63,421                                                     | $      | 57,191                                                                |   |
| Other comprehensive                income by component, net of tax:                                                                                                                         |   |                                                       |   |                                                       |   |                                                                  |   |
|    Unrealized holding gains                (losses) arising during period (Net of deferred                taxes of  $1,447, $144 and $248,                respectively) |   | 2,040                                                      |   | (204                                                       | )      | 350                                                                   |   |
|    Reclassification adjustment                for gains included in net income (Net of deferred                taxes of $179, $175 and $22,                respectively)     |   |          (252 | )      |          (247 | )      |            (31 | )      |
| Other                comprehensive income, net of tax                                                                                                                                       |   |        1,788            |   |          (451 | )      |           319       |   |
| Comprehensive                income, net of tax                                                                                                                                             | $      |      57,798                       | $      |      62,970                       | $      |      57,510                                  |   |

**Note 10 Summary of Quarterly Results    (Unaudited)**    Quarterly financial data for 2006 and 2005 are as    follows:

| *(dollars in                thousands,*             | **Thirteen Weeks                Ended** |
|-----------------------------------------------------|-----------------------------------------|
| *except per share                amounts)*          |                                    | **Apr. 1,                2006** |   | **July 1,                2006** |   | **Sep. 30,                2006** |   | **Dec. 30,                2006** |
| Net                sales                            | $                                       | 547,786 | $ | 561,944 | $ | 557,177 | $ | 577,605 |
| Gross profit on                sales                |                                    | 147,911 |   | 151,255 |   | 147,973 |   | 150,140 |
| Net                income                           |                                    | 14,937 |   | 15,491 |   | 11,565 |   | 14,017 |
| Basic and diluted                earnings per share |                                    | .55 |   | .57 |   | .43 |   | .52 |

| *(dollars in                thousands,*             | **Thirteen Weeks                Ended** | **Fourteen Weeks                Ended** |
|-----------------------------------------------------|-----------------------------------------|-----------------------------------------|
| *except per share                amounts)*          |                                    | **Mar. 26,                2005**        |   | **June 25,                2005** |   | **Sep. 24,                2005** |   | **Dec. 31,                2005** |
| Net                sales                            | $                                       | 549,712                                 | $ | 535,734 | $ | 535,251 | $ | 601,901 |
| Gross profit on                sales                |                                    | 145,373                                 |   | 143,630 |   | 142,800 |   | 155,921 |
| Net                income                           |                                    | 16,764                                  |   | 14,625 |   | 13,667 |   | 18,365 |
| Basic and diluted                earnings per share |                                    | .62                                     |   | .54 |   | .51 |   | .68 |

**Note 11 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.

**Note 12          Contingencies**    The company is involved in various legal actions arising out of    the normal course of business. The company also accrues for tax    contingencies when it is probable that a liability to a taxing    authority has been incurred and the amount of the contingency    can be reasonably estimated, based on past experience. 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.

**Page 25 of 31 (Form    10-K)**

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WEIS MARKETS,            INC.

**Report of Independent          Registered Public Accounting Firm**

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 30, 2006    and December 31, 2005, and the related consolidated statements    of income, shareholders' equity, and cash flows for the fiscal    years ended December 30, 2006, December 31, 2005 and December    25, 2004 (52 weeks, 53 weeks and 52 weeks, respectively). We    have also audited management's assessment, included in the    accompanying Form 10-K, that Weis Markets, Inc. maintained    effective internal control over financial reporting as of    December 30, 2006, based on criteria established in Internal    Control-Integrated Framework issued by the Committee of    Sponsoring Organizations of the Treadway Commission (COSO).    Weis Market, Inc.'s management is responsible for these    consolidated financial statements, for maintaining effective    internal control over financial reporting, and for its    assessment of the effectiveness of internal control over    financial reporting. Our responsibility is to express an    opinion on these consolidated financial statements, an opinion    on management's assessment, and an opinion on the effectiveness    of the company's internal control over financial reporting    based on our audits.

We conducted our audits in accordance with    the standards of the Public Company Accounting Oversight Board    (United States). Those standards require that we plan and    perform the audits to obtain reasonable assurance about whether    the consolidated financial statements are free of material    misstatement and whether effective internal control over    financial reporting was maintained in all material respects.    Our audits of the consolidated financial statements included    examining, on a test basis, evidence supporting the amounts and    disclosures in the consolidated financial statements, assessing    the accounting principles used and significant estimates made    by management, and evaluating the overall consolidated    financial statement presentation.

Our audits of internal control included    obtaining an understanding of internal control over financial    reporting, evaluating management's assessment, testing and    evaluating the design and operating effectiveness of internal    control, and performing such other procedures as we considered    necessary in the circumstances. We believe that our audits    provide a reasonable basis for our          opinions.

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.

In our opinion, the consolidated financial    statements referred to above present fairly, in all material    respects, the consolidated financial position of Weis Markets,    Inc. as of December 30, 2006 and December 31, 2005, and the    consolidated results of their operations and their cash flows    for the fiscal years ended December 30, 2006, December 31, 2005    and December 25, 2004 (52 weeks, 53 weeks and 52 weeks,    respectively) in conformity with accounting principles    generally accepted in the United States of America. Also in our    opinion, management's assessment that Weis Markets, Inc.    maintained effective internal control over financial reporting    as of December 30, 2006, is fairly stated, in all material    respects, based on criteria established in Internal    Control-Integrated Framework issued by the Committee of    Sponsoring Organizations of the Treadway Commission (COSO).    Furthermore, in our opinion, Weis Markets, Inc. maintained, in    all material respects, effective internal control over    financial reporting as of December 30, 2006, based on criteria    established in Internal Control-Integrated Framework issued by    the Committee of Sponsoring Organizations of the Treadway    Commission (COSO).

Our audits were conducted for the purpose of    forming an opinion on the basic consolidated financial    statements taken as a whole. Schedule II is presented for    purposes of additional analysis and is not a required part of    the basic consolidated financial statements. This schedule has    been subjected to the auditing procedures applied in the audits    of the basic consolidated financial statements and, in our    opinion, is fairly stated in all material respects in relation    to the basic consolidated financial statements taken as a    whole.

Philadelphia, Pennsylvania          /S/Grant Thornton LLP    February 19, 2007

**Page 26 of 31 (Form    10-K)**

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

None.

**Item 9a. Controls and    Procedures:**

**Management's Report on          Disclosure 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 the close of the    period covered by 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.

**Management's Report on Internal          Control Over Financial Reporting**

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.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. 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.

With the participation of the          Chief Executive Officer and the Chief Financial Officer,          management concluded that the company's internal control          over financial reporting was effective as of December 30,          2006.

Management's assessment of the          effectiveness of the company's internal control over          financial reporting as of December 30, 2006 has been          audited by Grant Thornton LLP, an independent registered          public accounting firm, as stated in their report which          is included in Part II, Item 8, page 26 of this annual          report on Form 10-K.

There were no changes in the company's    internal control over financial reportingduring the fiscal quarter ended          December 30, 2006, that materially affected, or are          reasonably likely to materially affect, the company's          internal control over financial reporting.

**Item    9b.     Other    Information:**

There was no information required on Form 8-K    during this quarter that was not reported.

**Page 27 of 31 (Form    10-K)**

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**PART    III**

 

**Item    10.     Directors, Executive    Officers and Corporate Governance:**

"Election of Directors" on pages 2 and 3,    "Board Committees and Meeting Attendance, Audit Committee" on    page 4, "Corporate Governance Matters" on page 5, "Compensation    Tables" on pages 9 and 10 and "Stock Ownership, Section 16(a)    Beneficial Ownership Reporting Compliance" on page 16 of the    Weis Markets, Inc. definitive proxy statement dated March 9,    2007 are incorporated herein by reference.

**Item    11.      Executive    Compensation:**

"Board Committees and Meeting Attendance,    Compensation Committee" on page 5, "Executive Compensation,    Compensation Discussion and Analysis" on pages 6 through 9,    "Compensation Committee Report" on page 9, "Compensation    Tables" on pages 9 through 13 and "Other Information Concerning    the Board of Directors, Compensation Committee Interlocks and    Insider Participation" on page 13 of the Weis Markets, Inc.    definitive proxy statement dated March 9, 2007 are incorporated    herein by reference.

**Item    12.     Security Ownership of    Certain Beneficial Owners and Management and Related    Stockholder Matters:**

"Stock Ownership" on pages 15 and 16 of the    Weis Markets, Inc. definitive proxy statement dated March 9,    2007 is incorporated herein by reference. Equity compensation    plan information is included in Part II, Item 8, "Note 7 Stock    Option Plan" on page 23 of this annual report on Form    10-K.

**Item    13.     Certain Relationships and    Related Transactions, and Director Independence:**

"Other Information Concerning the Board of    Directors, Review and Approval of Related Party Transactions"    on page 13 and "Independence of Directors" on page 4 of the    Weis Markets, Inc. definitive proxy statement dated March 9,    2007 are incorporated herein by reference.

**Item 14.               Principal Accountant Fees          and Services:**

"Ratification Of Appointment Of Independent    Registered Public Accounting Firm" on page 16 of the Weis    Markets, Inc. definitive proxy statement dated March 9, 2007 is    incorporated herein by reference.

**Page 28 of 31 (Form    10-K)**

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PART IV

**Item    15.     Exhibits, Financial    Statement Schedules:**

(a)(1)  The company's 2006 Consolidated          Financial Statements and the Report of Independent          Registered Public Accounting Firms are included in Item 8          of Part II.

| Financial Statements | Page                                                                   |
|----------------------|------------------------------------------------------------------------|
|                 | Consolidated Balance Sheets                                            | 11 |
|                 | Consolidated Statements of                Income                       | 12 |
|                 | Consolidated Statements of Shareholders'                Equity         | 13 |
|                 | Consolidated Statements of Cash                Flows                   | 14 |
|                 | Notes to Consolidated Financial                Statements              | 15 |
|                 | Report of Independent Registered Public                Accounting Firm | 26 |

(a)(2)  Financial statement schedules    required to be filed by Item 8 of this form, and by Item    15(c)(3) below:                    Schedule    II - Valuation and Qualifying Accounts, page 30 ofthis annual report on Form          10-K

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.

(a)(3)  A listing of exhibits filed    or incorporated by reference is as follows:

| **Exhibit                No.** | **Exhibits**                                                                                                                                                                                                                                                                                                                                                                                |
|--------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3-A                            | Articles of                Incorporation, filed as exhibit 4.1 in Form S-8 on                September 13, 2002 and incorporated herein by                reference.                                                                                                                                                                                                                        |
| 3-B                            | By-Laws, filed as                exhibit under Part IV, Item 14(c) in the annual                report on Form 10-K for the fiscal year ended                December 29, 2001 and incorporated herein by                reference.                                                                                                                                                         |
| 10-A                           | Profit Sharing                Plan, filed as exhibit under Part IV, Item 15(c) in                the annual report on Form 10-K for the fiscal year                ended December 28, 2002 and incorporated herein by                reference.                                                                                                                                             |
| 10-B                           | Stock Bonus Plan,                filed as exhibit under Part IV, Item 15(c) in the                annual report on Form 10-K for the fiscal year                ended December 28, 2002 and incorporated herein by                reference.                                                                                                                                                |
| 10-C                           | Supplemental                Employee Retirement Plan, filed as exhibit under                Part IV, Item 14(c) in annual report on Form 10-K                for the fiscal year ended December 29, 2001 and                incorporated herein by reference.                                                                                                                               |
| 10-D                           | Executive Employment                Agreement between the Company and Norman S. Rich,                President and Chief Executive Officer, signed on                March 23, 2006, commencing on January 1, 2006 and                continuing thereafter through December 31, 2008,                filed on Form 8-K March 24, 2006 and incorporated                herein by reference. |
| 10-E                           | Executive                Employment Contract - CFO, filed as exhibit under                Part IV, Item 15(c) in the annual report on Form                10-K for the fiscal year ended December 28, 2002                and incorporated herein by reference.                                                                                                                             |
| 10-F                           | Executive Benefits                Agreement between the Company and Robert F. Weis,                Chairman of the Board, signed on March 24, 2006,                commencing immediately and continuing thereafter                through December 31, 2023, filed on Form 8-K March                24, 2006 and incorporated herein by                reference.                          |
| 21                             | Subsidiaries of                the Registrant, filed with this annual                  report on Form 10-K                                                                                                                                                                                                                                                                                  |
| 23                             | Consent of Grant                Thornton LLP,filed with this annual                  report on Form 10-K                                                                                                                                                                                                                                                                                    |
| 31.1                           | Rule 13a-14(a)                Certification - CEO,filed with this annual                  report on Form 10-K                                                                                                                                                                                                                                                                               |
| 31.2                           | Rule 13a-14(a)                Certification - CFO,filed with this annual                  report on Form 10-K                                                                                                                                                                                                                                                                               |
| 32                             | Certification Pursuant to                  18 U.S.C. Section 1350, filed with this annual                  report on Form 10-K                                                                                                                                                                                                                                                              |

The company will provide a copy of          any exhibit upon receipt of a written request for the          particular exhibit or exhibits desired. All requests          should be addressed to the company's principal executive          offices.

(b) The company files as          exhibits to this annual report on Form 10-K, those          exhibits listed in Item 15(a)(3) above.

**Page 29 of 31 (Form    10-K)**

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**Item    15(c)(3). Financial Statement Schedules**

**Schedule II - Valuation and Qualifying    Accounts:**

| **SCHEDULE II - VALUATION                        AND QUALIFYING ACCOUNTS**                              |
|---------------------------------------------------------------------------------------------------------|
| **WEIS MARKETS,                        INC.**                                                           |
| *(dollars in                thousands)*                                                                 |
| COL.                A                                                                                   |   | COL.                B |   | COL.                C |   | COL.                D |   | COL.                E |
|                                                                                                    |   |   |   | **Additions** |   |   |   |   |
|                                                                                                    |   | **Balance                at** |   | **Charged                to** |   | **Charged                to** |   |   |   | **Balance                at** |
|                                                                                                    |   | **Beginning** |   | **Costs                and** |   | **Accounts** |   | **Deductions** |   | **End                of** |
| **Description**                                                                                         |   | **of                Period** |   | **Expenses** |   | **Describe** |   | **Describe                (1)** |   | **Period** |
| Year ended                December 30, 2006:                                                            |   |   |   |   |   |   |   |   |   |   |
| Deducted from asset                accounts:                                                            |   |   |   |   |   |   |   |   |   |   |
| Allowance for                uncollectible accounts                                                     | $ | 1,229 | $ | 1,047 | $ | ---     | $ | 1,154 | $ | 1,122 |
|                                                                                                    |   |   |   |   |   |   |   |   |   |   |
| Year ended                December 31, 2005:                                                            |   |   |   |   |   |   |   |   |   |   |
| Deducted from asset                accounts:                                                            |   |   |   |   |   |   |   |   |   |   |
| Allowance for                uncollectible accounts                                                     | $ | 1,693 | $ | 496 | $ | ---     | $ | 960 | $ | 1,229 |
|                                                                                                    |   |   |   |   |   |   |   |   |   |   |
| Year ended                December 25, 2004:                                                            |   |   |   |   |   |   |   |   |   |   |
| Deducted from asset                accounts:                                                            |   |   |   |   |   |   |   |   |   |   |
| Allowance for                uncollectible accounts                                                     | $ | 1,498 | $ | 1,576 | $ | ---     | $ | 1,381 | $ | 1,693 |
|                                                                                                    |   |   |   |   |   |   |   |   |   |   |
| (1) Deductions are                uncollectible accounts written off, net of                recoveries. |

**Page 30 of 31 (Form    10-K)**

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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         03/09/2007      |   | /S/Norman S.                Rich                     |   |
|                                                                                               |   | Norman S.                Rich                        |   |
|                                                                                               |   | President and 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         03/09/2007      |   | /S/Robert F.                Weis                     |   |
|----------------------------------------------------------------------------------------------------|--------|------------------------------------------------------|--------|
|                                                                                               |   | Robert F.                Weis                        |   |
|                                                                                               |   | Chairman of the Board                of Directors    |   |
|                                                                                               |   |                                                 |   |
| Date         03/09/2007      |   | /S/Jonathan H.                Weis                   |   |
|                                                                                               |   | Jonathan H.                Weis                      |   |
|                                                                                               |   | Vice Chairman and                Secretary           |   |
|                                                                                               |   | and                Director                          |   |
|                                                                                               |   |                                                 |   |
| Date         03/09/2007           |   | /S/Norman S.                Rich                     |   |
|                                                                                               |   | Norman S.                Rich                        |   |
|                                                                                               |   | President and Chief                Executive Officer |   |
|                                                                                               |   | and                Director                          |   |
|                                                                                               |   |                                                 |   |
| Date         03/09/2007      |   | /S/William R.                Mills                   |   |
|                                                                                               |   | William R.                Mills                      |   |
|                                                                                               |   | Senior Vice President,                Treasurer      |   |
|                                                                                               |   | and Chief Financial                Officer           |   |
|                                                                                               |   | and                Director                          |   |
|                                                                                               |   |                                                 |   |
| Date         03/09/2007      |   | /S/Richard E.                Shulman                 |   |
|                                                                                               |   | Richard E.                Shulman                    |   |
|                                                                                               |   | Director                                             |   |
|                                                                                               |   |                                                 |   |
| Date         03/09/2007      |   | /S/Michael M.                Apfelbaum               |   |
|                                                                                               |   | Michael M.                Apfelbaum                  |   |
|                                                                                               |   | Director                                             |   |
|                                                                                               |   |                                                 |   |
| Date         03/09/2007      |   | /S/Steven C.                Smith                    |   |
|                                                                                               |   | Steven C.                Smith                       |   |
|                                                                                               |   | Director                                             |   |

 

**Page 31 of 31 (Form    10-K)**

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**EXHIBIT    21**

**WEIS MARKETS,    INC.**

**SUBSIDIARIES OF THE    REGISTRANT**

 

|                                                                                                                          | State of                Incorporation | Percent Ownedby 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 23**

**WEIS MARKETS,        INC.**

**Consent of       Independent Registered Public Accounting       Firm**

      We have    issued our report dated February 19, 2007, accompanying the    consolidated financial statements and schedule, and    management's assessment of the effectiveness of internal    control over financial reporting included in the Annual Report    of Weis Markets, Inc. on Form 10-K for the year ended December    30, 2006. We hereby consent to the incorporation by reference    of said report in the Registration Statement of Weis Markets,    Inc. on Form S-8 (File No. 333-99535, effective September 13,    2002).

Philadelphia,    Pennsylvania                                                                                                      /S/Grant Thornton          LLP    February 19, 2007

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**EXHIBIT 31.1**

**WEIS MARKETS,        INC.**

**CERTIFICATION- CEO**

I, Norman S. Rich, President and Chief    Executive Officer 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    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)) and internal control over                financial reporting (as defined in Exchange Act                Rules 13a-15(f) and 15d-15(f)) 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) | designed such internal                controls over financial reporting, or caused such                internal control over financial reporting to be                designed under our supervision, 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; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          | c) | 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 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          | d) | 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:March 9, 2007                                                                                                        /S/ Norman S. Rich                                                                                                                                             Norman    S. Rich                                                                                                                                               President    and

                                                                                                                                   Chief    Executive Officer

 

 

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**EXHIBIT 31.2**

**WEIS MARKETS,        INC.**

**CERTIFICATION- CFO**

I, William R. Mills, Senior Vice President,    Treasurer and Chief Financial Officer 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    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)) and internal control over                financial reporting (as defined in Exchange Act                Rules 13a-15(f) and 15d-15(f)) 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) | designed such internal                controls over financial reporting, or caused such                internal control over financial reporting to be                designed under our supervision, 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; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          | c) | 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 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          | d) | 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:March 9, 2007                                                                                                        /S/ William R. Mills                                                                                                                                             William    R. Mills                                                                                                                                         Senior    Vice President,                                                                                                                                                  Treasurer and

                                                                                                                                     Chief    Financial Officer

 

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**EXHIBIT 32**

**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 for the year ending    December 30, 2006, as filed with the Securities and Exchange    Commission on the date hereof (the "Report"), we, Norman S.    Rich, President and Chief Executive Officer, and William R.    Mills, Senior Vice President, Treasurer and 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) to my knowledge 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 and Chief Executive Officer03/09/2007

/S/ William R. MillsWilliam R. Mills    Senior Vice President, Treasurer and Chief Financial    Officer    03/09/2007

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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