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

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

For the fiscal year ended December 28, 1996     Commission file number 1-5039

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

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

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

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

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

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

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

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

The aggregate market value of Common Stock held by non-affiliates of the
Registrant is approximately $887,195,000.  Shares of common stock outstanding as
of February 10, 1997 - 41,940,856.

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

DOCUMENTS INCORPORATED BY REFERENCE
Selected portions of the 1996 Weis Markets, Inc. Annual Report to Shareholders 
are incorporated by reference in Part II and Part IV of this Form 10-K.

Selected portions of the Weis Markets, Inc. definitive proxy statement dated
March 5, 1997 are incorporated by reference in Part III of this Form 10-K.
<PAGE>

                                      WEIS MARKETS, INC.

                                            PART I

Item 1. Business:

(a)     Weis Markets, Inc. is a Pennsylvania business corporation formed in
1924.  The Company is engaged principally in the retail sale of food.  There was
no material change in the nature of the Company's business during fiscal 1996.

(b)     The principal business activity which the Company has been engaged in
for the last five fiscal years is the retail sale of food.

(c)(1)(i)       The Company operates 129 retail food markets in Pennsylvania, 18
in Maryland, 1 in New Jersey, 3 in New York, 3 in Virginia, and 1 in West
Virginia.  The stores trade under the name Weis Markets, except for 18 
Pennsylvania stores which trade as Mr. Z's Food Mart, 6 Pennsylvania stores
which trade as King's Supermarkets, 2 Pennsylvania stores which trade as Erb's,
4 Pennsylvania stores which trade as Scot's Lo Cost, 3 Pennsylvania stores which
trade as Save A Lot, and 1 Pennsylvania store which trades as Big Top Market. 
During the past fiscal year, 11 new stores were opened of which 6 were 
replacements for older units.  One store was closed for financial reasons.  The
Company also owns and operates Weis Food Service, a restaurant and institutional
supplier.  On December 26, 1993, the Company purchased an 80% interest in
SuperPetz, Inc.  The investment was used to acquire 2 pet supply stores located
in Dayton, Ohio.  On August 6, 1994, SuperPetz acquired five pet supply stores
in Georgia and South Carolina from Pet Owners Warehouse, Inc.  On November
24, 1995 SuperPetz acquired seven stores located in Michigan and Ohio from Pet
Food Warehouse, Inc.  SuperPetz opened 8 additional stores during the year and
as of December 28, 1996, operated 2 store in Alabama, 1 store in Georgia, 1
store in Indiana, 1 store in Kentucky, 1 store in Maryland, 7 stores in
Michigan, 9 stores in Ohio, 7 stores in Pennsylvania, 8 stores in
South Carolina, and 6 stores in Tennessee.  The Company supplies its retail food
stores from distribution centers in Sunbury, Northumberland, and Milton,
Pennsylvania.  The percentage of net sales contributed by each class of similar
products for each of the five fiscal years ended December 28, 1996 was:
<TABLE>
<CAPTION>
       	    Grocery    Meat     Produce  Pet Supplies  Other
  <S>       <C>       <C>       <C>        <C>        <C>
  	1992      60.81     14.15     10.78                 14.26
	  1993      60.74     14.80     11.06                 13.40
  	1994      59.76     14.41     11.06                 14.77
	  1995      58.71     13.82     11.05       2.03      14.39
	  1996      56.77     13.52     10.80       4.17      14.74
</TABLE>
(c)(1)(vi)      The Company has its own distribution center with warehouses
located within a 15 mile radius of its corporate offices in Sunbury,
Pennsylvania.  The Company is required to use a significant amount of working
capital to provide for the required amount of inventory to meet demand for its
products through efficient use of buying power and effective utilization of
space in the warehouse facilities.
<PAGE>

                                     WEIS MARKETS, INC.

(c)(1)(x)       The business of the Company is highly competitive, and, in the
areas served by it, the Company competes based on price and service with
national retail food chains, local chains and many independent food stores. 
The following list includes, but is not limited to, the competitors of the
Company: A&P, Acme Markets, Aldi, BiLo, Festival Foods, Giant Eagle, Giant Foods
of Carlisle, Giant Foods of Landover, Insalaco, K-Mart, Riverside Markets,
Sam's, Shop Rite, Super Rite, Super Valu, and Walmart.  On the basis of sales 
volume, the Company believes it is the leading food retailer in the majority of
the areas in which it operates.

(c)(1)(xiii)    The Company has approximately 18,400 employees.

Item 2. Properties:

	The Company owns and operates 75 of its retail food stores and leases and 
operates 80 stores under operating leases for varying periods of time up to the 
year 2022.  SuperPetz, leases all 43 of it's retail store locations.  The
Company owns all of its trade fixtures 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 warehouse in Sunbury, Pennsylvania 
totaling approximately 551,000 square feet, one in Milton, Pennsylvania of 
approximately 1,092,000 square feet, and one in Northumberland, Pennsylvania 
totaling approximately 121,000 square feet.  The Company also operates an ice 
cream plant, meat processing plant and milk processing plant 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 material 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 1996.

                                     PART II

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

	"Stock Prices and Dividend Information by Quarter" on page 16 and "Stock 
Traded" on the inside back cover of the 1996 Weis Markets, Inc. Annual Report 
to Shareholders are incorporated herein by reference.


<PAGE>
                                WEIS MARKETS, INC.

	The approximate number of shareholders on December 28, 1996 is determined by 
the Company's transfer agent..

Item 6. Selected Financial Data:

	"Five-Year Review of Operations" on page 16 of the 1996 Weis Markets, Inc. 
Annual Report to Shareholders is incorporated herein by reference.

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

	"Management's Discussion and Analysis of Financial Condition and Results of 
Operations" on page 7 of the 1996 Weis Markets, Inc. Annual Report to 
Shareholders is incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data:

	The following information is incorporated herein by reference from the 1996 
Weis Markets, Inc. Annual Report to Shareholders:  The consolidated financial 
statements on pages 8 to 10, the notes to consolidated financial statements on 
pages 11 to 15, and the independent auditors' report on page 15.

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

	None.

PART III

Item 10.        Directors and Executive Officers of the Registrant:

	"Election of Directors" on pages 4 and 5 of the Weis Markets, Inc. definitive 
proxy statement dated March 5, 1997 is incorporated herein by reference.

Item 11.        Executive Compensation:

	"Board Compensation Committee Report on Executive Compensation," 
"Summary Compensation Table," "Option/SAR Grants in Last Fiscal Year," 
"Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR 
Values," "Retirement Plans," "Pension Plan Table," "Shareholder Return 
Performance," "Comparative Five-Year Total Returns," and "Comparative Ten-
Year Income Percentages," on pages 6 to 10 of the Weis Markets, Inc. definitive 
proxy statement dated March 5, 1997 are incorporated herein by reference.

<PAGE>
                               WEIS MARKETS, INC.

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

	"Outstanding Voting Securities and Voting Rights" on page 3 of the Weis 
Markets, Inc. definitive proxy statement dated March 5, 1997 is incorporated 
herein by reference.


Item 13.        Certain Relationships and Related Transactions:

	"Compensation of Directors", "Compensation Committee Interlocks and Insider 
Participation", "Board Compensation Committee Report on Executive 
Compensation," "Summary Compensation Table," "Option/SAR Grants in Last 
Fiscal Year," "Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End 
Option/SAR Values," "Retirement Plans," "Pension Plan Table," "Shareholder 
Return Performance," "Comparative Five-Year Total Returns," and "Comparative 
Ten-Year Income Percentages," on pages 5 to 10 of the Weis Markets, Inc., 
definitive proxy statement dated March 5, 1997 are incorporated herein by 
reference.

PART IV

Item 14.        Exhibits, Financial Statements, Schedules and Reports on Form
                8-K

	The following information is incorporated herein by reference from the 1996 
Weis Markets, Inc. Annual Report to Shareholders:  The consolidated financial 
statements on pages 8 to 10, the notes to consolidated financial statements on 
pages 11 to 15, and the independent auditors' report on page 15.

(a)     The financial statement schedules are omitted for the reason that they
        are either not applicable or not required or because the information
        required is contained in the financial statements or notes thereto.

(b)     There were no reports on  Form 8-K filed during the quarter ended 
        December 28, 1996.

<PAGE>
                                      WEIS MARKETS, INC.

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

Exhibit No.
3-A     Articles of Incorporation
3-B     By-Laws
10-A    Profit Sharing Plan
10-B    Stock Bonus Plan
10-C    Company Appreciation Plan
10-D    Stock Option Plan
10-E    Supplemental Employee Retirement Plan
10-F    Executive Employment Contract
13      Annual Report to Shareholders for the Fiscal Year ended 
December 28, 1996
21      Subsidiaries of the Registrant
23      Consent of Independent Auditors

	Exhibits 3-A and 3-B have been filed as exhibits under Part IV, 
Item 14(c) in Form 10-K for the fiscal year ended December 27, 
1980 and are incorporated herein by reference.  Exhibits 10-A 
through 10-F, have been filed as exhibits under Part IV, Item 14(c) 
in Form 10-K for the fiscal year ended December 31, 1994 and are 
incorporated herein by reference.

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

<PAGE>
                                        WEIS MARKETS, INC.

SIGNATURES

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


                                                  				WEIS MARKETS, INC.      
                                                     				(Registrant)



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


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



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



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



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


	EXHIBIT 13

<PAGE>
                                           WEIS MARKETS, INC.

Building for the Future
(NOTE: The front page of the report is a collage of the fronts of various styles
of Weis Markets stores.)
<PAGE>

Growing with our Communities

Over the past two years, Weis Markets has built 20 new superstores and remodeled
twenty-two others, revitalizing 26% of our total store base.  Our new state-of-
the-art superstores have expanded hours and offer customers more departments,
including large in-store bakeries with bagel kitchens, expanded delicatessen
sections with pizza kitchens, express checkout with made-to-order and prepared
meals, produce departments with fresh-cut fruit/soup and salad bars, and made-to
-order Caesar salad stations.  Weis Markets is dedicated to  keeping pace
with the changing needs of our customers and the growing communities in which
they live.
(NOTE: The inside cover has three pictures of the inside of a new store.)

<PAGE>
<TABLE>
                                 Financial Highlights
<CAPTION>
(dollars in thousands, except per share amounts)
 For the Fiscal Years Ended December 28, 1996
   December 30, 1995, and December 31, 1994 
                                      1996            1995             1994 
<S>                             <C>             <C>             <C> 
Net sales                         $ 1,753,246     $ 1,646,435     $    1,556,663
Income before provision for
income taxes                          120,709         121,717            117,193
Net income                             78,855          79,420             76,249
Cash dividends                         37,199          34,499             32,326
Shareholders' equity                  818,527         791,562            762,380
Depreciation and amortization          38,136          33,168             30,607
Net income per share                    1.87             1.84              1.75
Cash dividends per share       $         .88      $       .80       $       .74
Shares outstanding                 42,040,856       42,533,617        43,483,541
Number of grocery stores                155              151               149
Number of pet supply stores              43               35                14
</TABLE>
<PAGE>

Building for the Future
Letter to our Shareholders

We are pleased to report that our sales for the 52-week period ending December
28, 1996 increased 6.5% to $1,753,246,000, compared to $1,646,435,000 in 1995.
Our earnings in 1996 totaled  $78,855,000 compared to $79,420,000 the
previous year.  This slight, 0.7% decline in our Company's earnings is
primarily the result of the greater than anticipated expenses of our 
SuperPetz subsidiary due to its rapid expansion and resulting operational
problems. 

Earnings per share increased three cents to $1.87, compared to $1.84 in 1995.
In August, the Board of Directors increased the dividend for the thirty-first
consecutive year to $.23 or 9.5%.  Depreciation and amortization charges
increased from $33,168,000 to $38,136,000 due to our expansion program.  Return
on equity was  9.8 % and shareholders' equity increased to $818,527,000 compared
to $791,562,000 in 1995.

For Weis Markets, 1996 was another year of intensifying competition.  Throughout
our marketing area, many of  our competitors continued to open new stores at an
accelerated pace.  In addition, inflation remained low.  We responded forcefully
to these challenges with vigorous merchandising programs, aggressive advertising
and a Frequent Shopper program which we expanded to two-thirds of our stores.

Most importantly, we increased our investment in the most ambitious expansion in
our Company's history.  We began this expansion in 1995.  In 1996, we opened
eleven superstores  - six replacement units and five new stores  - and completed
the remodel of eleven others.    We have been careful to tailor our superstores
to the size of the markets in which we operate.  For example, we opened a 41,000
square foot unit in Wellsboro, Pennsylvania, a small town in the most rural
section of the state.  This smaller format allows us to better serve our
customers and prosper in smaller markets.  By contrast, we opened a 65,000
square foot unit in a more populous suburb of Harrisburg.  This new prototype
has more of what our customers want today:  greater convenience, more meal
solutions, increased variety especially in the perishable departments and 
additional service departments.

At the end of 1996, Weis Markets operated 155 stores in six states:
Pennsylvania, Maryland, New Jersey, New York, Virginia and West Virginia.  Our
retail space, which increased by 630,000 square feet in 1996,  now exceeds 6
million square feet.

To keep up with higher volume stores, a growing store base and increasing
sales, we have expanded our Milton Distribution Complex.  In 1996,  we expanded
our refrigerated warehouse by  76,000 square feet.   Overall, our warehouse
complex now exceeds one million square feet.  In addition, we upgraded our ice
cream plant by installing a new rapid hardening system and freezer at a cost of
more than $2.9 million.   The upgrade allows us to sell our ice cream in
rounded, premium label containers and improves the quality of an already
excellent product.

When we purchased SuperPetz in the beginning of 1994, it operated two pet supply
superstores in Dayton Ohio.  Over the past three years, we have aggressively
expanded this concept by adding 41 new stores.  In 1996, its opening expenses
and operational difficulties affected our Company's overall earnings.  We have
moved forcefully to correct these problems by consolidating SuperPetz accounting
and financial functions to our corporate offices in Sunbury.  Also, there
have been substantial changes in SuperPetz' upper- and mid-level management. 
It is important to note that SuperPetz' sales continue to grow and we expect
1997 will show an improvement.

<PAGE>
Over the next 18 months, our plans call for the construction of at least 11
superstores and the remodel of at least 20 others.  Construction has already
begun on a replacement unit in Pottsville, Pennsylvania, and a new superstore in
Lancaster.  We also plan to add a trailer salvage center to our Milton
Distribution Center, which will allow us to process reusable shipping containers
and clean in-bound trailers more efficiently.

Weis Markets will finance all construction and new equipment purchases from
internal funds and will continue to remain debt free.  Capital expenditures for
1996 totaled  $95,289,000, part of an eighteen- month, $107-million capital
budget.  Over the next eighteen months, we plan to invest $120 million for new
stores, remodels and enlargements, warehouse expansions, new technologies and
equipment.

We expect 1997 to be a year of continued growth with increased sales and
earnings.  Our investments will help make our Company stronger in the years to
come.  But it is our employees, the 18,400 men and women of Weis Markets, who
make us successful.  With their help, we look forward to a strong year.


Robert F. Weis                                                  Norman S. Rich
Chairman and Treasurer                                             President
(NOTE: There is a picture of Norman S. Rich and Robert F. Weis in the to the
 left of the page 2.)
(NOTE: There is a picture of a store front in the to the center of the page 3.)
<PAGE>


Capitalizing on opportunities for Profitable Growth

Weis Markets continues to set the standard for quality products and service.
Our meat sections now feature "Certified Angus" beef as well as custom meat
cutting by our own in-house butchers.

1996 marked the second year of the most ambitious expansion in Weis Markets'
history.  The Company opened eleven new superstores and finished remodeling
another eleven existing stores.  In addition, we completed the expansion of our
perishable and frozen foods warehouse in Milton as well as the upgrade of the
Company's ice cream plant.  This revitalization positions Weis Markets well to
preserve and expand our substantial market share in an increasingly competitive
and diverse marketplace.

By offering more "meal solutions," we demonstrate our commitment to the 
Company's central mission - to meet the changing needs of our customers.

(NOTE:  There is a picture of a customer holding a child and shopping in the
 Deli section of a new store on right of the page, and a fresh meat case at the
 bottom left of the page.)


In 1996 we completed the expansion of our perishable and frozen food warehouse
in Milton as well as the upgrade of the Company's ice cream plant.

The Company continues to develop aggressive marketing strategies to address
changes in our customers' evolving needs.  With a rise in the number of
two-income families and single-parent households, for example, customers are now
looking for "meal solutions" - fast, quick and fairly priced - as well as
traditional groceries.  As a result, our expanded deli counters, prepared food 
sections, and heat-and-serve entrees are generating a growing percentage of our
stores revenues and profits.  In response to heightened consumer sensitivity to
pricing, the Company has expanded Weis Club throughout most of our chain.  This
preferred shopper program offers customers savings on hundreds of items in our
stores each week.  Weis Club is free to join and simple to use, and customer
acceptance has been strong.

(NOTE:  There is a picture of the perishable warehouse loading dock in the
 middle, left of the page.  There is a picture of an ice cream packaging machine
 at the bottom, left of the page.)
<PAGE>


                        Management's Discussion and Analysis
                  of Financial Condition and Results of Operations

Results of Operations

The Company achieved a record sales level in the 52-week period ended December
28, 1996.  Sales for fiscal 1996 increased 6.5% to $1,753,246,000 compared with
fiscal 1995 sales of $1,646,435,000.  Sales for fiscal 1995 were 5.8% higher
than sales of $1,556,663,000 generated during the 53-week period ended December
31,1994.  The sales increase in the current year was generated from the existing
store base, five new stores, six replacement stores, the completion of six major
remodels/enlargements, five minor remodel projects and the growth of SuperPetz,
our 80% owned pet supply stores.  The full sales impact of the Company's
aggressive store construction in 1996 was not fully realized, since the majority
of the retail food store construction projects were completed during the fourth
quarter of the year.  In the fourth quarter of 1996, the Company completed the
construction of four new stores, five replacement stores and three major
remodel/expansions.   As it has in recent years, food price inflation remained
low, and based upon current economic information published, management does not
anticipate any significant changes in 1997.  The same store sales increase of
3.0% in fiscal 1996 continues the postive trend that began in 1994.

Gross profit as a percentage of sales remained fairly consistent at 25.8% in
1996, as compared to 25.6% in 1995, and 25.3% in 1994.  As anticipated by the
Company, higher gross profits generated by the SuperPetz stores caused a .2%
rise in the total Company gross profit margin in 1996.  In 1996, earnings were
credited $336,000 for the LIFO adjustment, compared with charges of $1,899,000
in 1995, and $2,042,000 in 1994.  The Company has continued to maintain a
competitive pricing strategy in its marketing areas and plans to continue to
expand its frequent shopper program, directing more product savings towards our
loyal customers.

Operating, general and administrative expenses as a percentage of sales
increased .2% to 20.6% compared with 20.4% in 1995 and 20.2% in 1994.  The
dollar increase in expenses during 1996, 1995 and 1994 was primarily a result
of new store openings and acquisitions during those years.  As a percentage of
sales, operating expenses at SuperPetz run substantially higher than in the
retail grocery stores and did account for .8% of the rate increase in 1996 and
 .4% in 1995.  As in prior years, pre-opening expenses associated with the 
opening of the new and remodeled stores were expensed as incurred.

Interest and dividend income of $19,617,000, at 1.1% of sales in 1996, 
decreased significantly as compared to $21,383,000, at 1.3% of sales in 1995,
and $21,607,000, at 1.4% of sales in 1994.  The decline in interest and dividend
income is mainly attributable to the reduction in the Company's marketable
security holdings.  These reductions are primarily due to the agressive
expansion plans undertaken in the last three years, coupled with the stock
repurchase program, and the increased dividend payments.  Management anticipates
a further reduction in interest and dividend income as it continues with its
aggressive expansion program.  The investment portfolio consists of Pennsylvania
tax-free state and municipal bonds, U.S. Treasury securities, equity securities
and other short-term investments.  It is management's intent to maintain a
liquid portfolio to take advantage of acquisition and other investment
opportunities; therefore all securities are classified as available-for-sale on
the consolidated balance sheets.

Other income is primarily generated from rental income, coupon handling fees,
cardboard salvage and gains on the sales of fixed assets.  Other income
decreased $3,671,000 in 1996 compared to 1995.  As a percentage of sales, other
income has decreased to .6% in 1996, compared to .9% in 1995 and 1.0% in 1994.

The effective tax rate was 34.7% in 1996, 34.8% in 1995, and 34.9% in 1994.  
The Commonwealth of Pennsylvania, where the majority of the Company's business
is conducted, reduced its corporate income tax rate from 11.99% in 1994, to
9.99% in 1995.

Net Income in 1996 of $78,855,000 declined .7% compared to 1995 earnings of
$79,420,000.  The rapid expansion of SuperPetz and the resulting operational
problems associated with that growth, negatively affected the Company's bottom
line results.  The pre-tax loss at SuperPetz in 1997 amounted to $5,349,000. 
Managment has moved forcefully to correct the problems at SuperPetz by making a 
number of key changes at both senior and mid-level management positions. 
The SuperPetz accounting and financial functions have been consolidated into the
financial operations in Sunbury, PA.  The turnaround of this subsidiary is
expected  in 1997.  Management is pleased with the peformance of its core
business operations, the retail grocery stores, and plans to continue its
aggressive construction and remodeling in 1997.

During 1996, the Company opened eleven grocery superstores and remodeled eleven
others.  SuperPetz opened eight new units in 1996.  This total includes the
aquisition of one unit.  As of the end of the fiscal year, Weis Markets, Inc.
was operating 155 retail food stores, 43 SuperPetz pet supply stores and Weis
Food Service, a restaurant and institutional supplier.  The Company currently
operates supermarkets in Pennsylvania, Maryland, New Jersey, New York, Virginia 
and West Virginia.  SuperPetz operates stores in Alabama, Georgia, Indiana,
Kentucky, Maryland, Michigan, North Carolina, Ohio, Pennsylvania, South Carolina
and Tennessee.

Liquidity and Capital Resources

Net cash provided by operating activities was $103,706,000, compared to 
$97,013,000 in 1995, and $119,457,000 in 1994.  Inventories increased
$27,620,000 in 1996, primarily due to the addition of new stores and the
expansion of several existing stores. Working capital decreased 5.7% in 1996,
2.8% in 1995 and 1.5% in 1994.

Net cash used in investing activities was $51,848,000, compared to $37,686,000
in 1995, and $84,210,000 in 1994. Property and equipment purchases during fiscal
1996 totaled $95,289,000, compared to $72,759,000 in 1995, and $49,421,000 in
1994.  During the current year, proceeds from the maturity of marketable
securites totaling $126,571,000, were used to purchase $81,550,000 in new
securities and towards the purchase of property and equipment.   
Management anticipates the continued use of its cash for acquisitions, the
construction of new superstores, the expansion and remodeling of existing
stores, the securing of sites for future expansion, and the upgrading of its
processing and distribution facilities.

Net cash used in financing activities was $52,265,000, compared to $60,053,000
in 1995, and $40,302,000 in 1994.  Treasury stock purchases amounted to 
$15,066,000 in 1996, compared to $25,554,000 in 1995, and $8,101,000 in 1994. 
The Board of Directors' 1996 resolution authorizing the purchase of treasury
stock has a remaining balance of 934,434 shares.  Total cash dividend payments
on common stock amounted to $.88 per share in 1996, compared to $.80 in 1995,
and $.74 in 1994.

The Company funded its 1996 working capital requirements through internally
generated cash flows from operations, as it has done in prior years.  The
Company's current development plans will require an investment of approximately
$120,000,000 during the next eighteen months.  The Company continues to actively
seek acquisitions and investment opportunities to enhance future performance.
The financial and liquidity position of the Company, combined with its
historical insurance loss experience rates, has allowed it to carry higher
deductible and retention levels on its employee and business insurance
coverages.  The Company plans to maintain these higher exposure levels, thus
benefiting from reduced premium expenses.  In view of the Company's significant
liquid assets, no existing debt financing, and its ability to generate working
capital internally, it is not expected that any type of external financing will
be needed.
<PAGE>
<TABLE>
                                  Consolidated Balance Sheets
(dollars in thousands)
December 28, 1996
and December 30, 1995
<CAPTION>
<S>                                       <C>                  <C>
                                              1996                 1995
Assets
Current:
Cash                                       $      2,878   $       3,285
	Marketable securities                          387,794         432,174
	Accounts receivable, net                        32,439          31,517
	Inventories                                    159,347         131,727
	Prepaid expenses                                 8,186           7,764
                                                _______         _______
		Total current assets                          590,644         606,467

Property and equipment, net                     343,900         285,993
Intangible and other assets, net                 31,768          30,961
                                                _______         _______
                                      			$      966,312   $     923,421
                                                =======         =======
Liabilities
Current:
	Accounts payable                        $       88,057    $     72,262
	Accrued expenses                                12,221          12,997
	Accrued self-insurance                          13,320          13,285
	Payable to employee benefit plans                7,572           7,453
	Income taxes payable                             1,656           4,077
	Deferred income taxes                            4,563           5,258
                                                _______         _______
		Total current liabilities                     127,389         115,332
Deferred income taxes                            20,396          16,527
                                                _______         _______

Shareholders' Equity
Common stock, no par value,
	100,800,000 shares authorized,
	47,445,929 shares issued                         7,380           7,380
Retained earnings                               921,572         879,916
Unrealized gain on marketable securities
(Net of deferred	taxes of $10,726 in 1996
and $10,460 in 1995.)                            15,123          14,748
                                                _______         _______
                                            				944,075         902,044
Treasury stock at cost,  5,405,073
and 4,912,312	shares, respectively             (125,548)       (110,482)
                                                _______         _______
		Total shareholders' equity                    818,527         791,562
                                                _______         _______
                                     			$       966,312   $     923,421
                                                =======         =======
<FN>
See accompanying notes to consolidated financial statements. 
</TABLE>
<PAGE>
<TABLE>
                                Consolidated Statements of Income

(dollars in thousands, except per share amounts)
For the Fiscal Years Ended December 28, 1996,
December 30, 1995, and December 31, 1994
<CAPTION>
                                           1996         1995        1994
<S>                                   <C>          <C>          <C>
Net sales                              $ 1,753,246  $ 1,646,435  $ 1,556,663 
Cost of sales, including warehousing 
	and distribution expenses               1,300,841    1,224,339    1,162,068
                                         _________    _________    _________
		Gross profit on sales                    452,405      422,096      394,595
Operating, general
	and administrative expenses              361,779       335,899      314,593
                                         _________    _________    _________
		Income from operations                   90,626        86,197       80,002  
Interest and dividend income               19,617        21,383       21,607
Other income                               10,466        14,137       15,584
                                         _________    _________    _________
	Income before provision for
income taxes                              120,709       121,717      117,193 
Provision for income taxes                 41,854       42,297        40,944  
                                         _________    ________     _________
	Net income                            $   78,855   $   79,420    $   76,249  
                                         =========    ========     =========
Per share of common stock:
                      	Net income      $     1.87   $     1.84    $     1.75 
                      	Cash dividends  $      .88   $      .80    $      .74 
	Weighted average shares outstanding   42,280,352   43,083,449    43,662,031
<FN>
See accompanying notes to consolidated financial statements. 
</TABLE>
<TABLE>
                       Consolidated Statements of Shareholders' Equity

(dollars in thousands)
For the Fiscal Years Ended December 28, 1996,
December 30, 1995, and December 31, 1994
<CAPTION>
                                   Unrealized
                                   Gain (Loss)   
                                       on      Minimum               Total  
                 Common  Retained  Marketable  Pension   Treasury  Shareholders'
                  Stock  Earnings  Securities  Liability  Stock      Equity
<S>           <C>       <C>       <C>         <C>        <C>        <C>
Balance at
December 25,
1993           $  7,255  $791,072  $ 16,740    $  (125)  $ (76,827)  $738,115
	Shares issued
 for options        125      _         _          _           _           125 
	Treasury stock
 purchased
 (320,542 shares)  _         _         _          _         (8,101)    (8,101)
	Dividends paid    _      (32,326)     _          _           _       (32,326) 
	Net unrealized
 loss on marketable
 securities        _         _      (11,807)      _           _       (11,807)
	Minimum pension
 liability         _         _         _           125        _           125
	Net income        _       76,249      _          _           _        76,249  
              ________________________________________________________________
Balance at
 December 31,
 1994             7,380   834,995     4,933       _        (84,928)   762,380
	Treasury stock
 purchased
 (949,924 shares)  _         _         _          _        (25,554)   (25,554)
	Dividends paid    _      (34,499)     _          _           _       (34,499) 
	Net unrealized
 gain on
 marketable
 securities        _         _        9,815       _           _         9,815
	Net income        _       79,420      _          _           _        79,420
              ________________________________________________________________
Balance at
 December 30,
 1995             7,380   879,916    14,748       _       (110,482)   791,562
	Treasury stock
 purchased
 (492,761 shares)  _         _         _          _        (15,066)   (15,066)
	Dividends paid    _      (37,199)     _          _           _       (37,199)
	Net unrealized
 gain on
 marketable
 securities        _         _          375       _           _           375
	Net income        _       78,855      _          _           _        78,855
              ________________________________________________________________
Balance at
 December 28,
 1996          $  7,380  $921,572  $ 15,123    $  _      $(125,548)  $818,527
              ================================================================
<FN>
See accompanying notes to consolidated financial statements. 
</TABLE>
<TABLE>
<PAGE>
                              Consolidated Statements of Cash Flows

(dollars in thousands)
For the Fiscal Years Ended December 28, 1996,
December 30, 1995, and December 31, 1994 
<CAPTION>
                                                   1996       1995       1994
<S>                                           <C>        <C>        <C>
Cash flows from operating activities:
	Net income                                    $  78,855  $  79,420  $  76,249
	Adjustments to reconcile net income to
		net cash provided by operating activities:
			Depreciation and amortization                  38,136     33,168     30,607
			(Gain) Loss on  sale of fixed assets               19       (582)      (298)
			Changes in operating assets and liabilities:
				Increase in inventories                      (27,620)    (1,708)   (18,172)
				Increase in accounts
					receivable and prepaid expenses              (1,344)   (10,920)    (1,603)
				Increase (decrease) in accounts 
					payable and other liabilities                15,173     (3,217)    28,754
				Increase (decrease) in income taxes payable   (2,421)       988      1,151
				Increase (decrease) in deferred income taxes   2,908       (136)     2,769
                                                 _______    _______    _______
		Net cash provided by operating activities      103,706     97,013    119,457

Cash flows from investing activities:
	Purchase of property and equipment              (95,289)   (72,759)   (49,421)
	Proceeds from the sale of property
		and equipment                                      255      1,107        985
	Purchase of marketable securities               (81,550)   (94,093)   (79,821)
	Proceeds from maturities of
 marketable securities                           126,571    125,435     64,190
	Proceeds from sale of marketable securities        _         6,086       _ 
	Increase in intangible and other assets          (1,835)    (3,462)   (20,143)
                                                 _______    _______    _______
		Net cash used in investing activities          (51,848)   (37,686)   (84,210)

Cash flows from financing activities:
	Proceeds from issuance of common stock             _          _           125
	Dividends paid                                  (37,199)   (34,499)   (32,326)
	Purchase of treasury stock                      (15,066)   (25,554)    (8,101)
                                                 _______    _______    _______
		Net cash used in financing activities          (52,265)   (60,053)   (40,302)

Net decrease in cash                                (407)      (726)    (5,055)
Cash at beginning of year                          3,285      4,011      9,066
                                                 _______    _______    _______ 
Cash at end of year                            $   2,878  $   3,285  $   4,011

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
                                Notes to Consolidated Financial Statements 

(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.  The Company is also engaged in the sale of pet supplies
through its 80% owned subsidiary, SuperPetz, Inc. There was no material change
in the nature of the Company's business during fiscal 1996.

(b)  Definition of Fiscal Year
The Company's fiscal year ends on the last Saturday in December.  As a result,
fiscal 1996, 1995 and 1994 comprised 52 weeks, 52 weeks and 53 weeks,
respectively.

(c)  Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its subsidiaries.  All significant intercompany accounts and transactions have
been eliminated in consolidation.

(d)  Intangible Assets
Intangible assets are generally amortized over periods ranging from 3 to 40
years.  A portion of the excess of cost of investments over net assets acquired
prior to November 1, 1970, ($2,322,000) is not being amortized because, in the
opinion of management, there has been no decrease in value.

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

(f)  Marketable Securities
Marketable securities consist of Pennsylvania tax-free state and municipal
bonds, U.S. Treasury securities, equity securities, and other short-term
investments.  By policy, the Company invests primarily in high-grade
marketable securities.  The Company classifies all of its marketable
securities as available-for-sale.

Available-for-sale securities are recorded at fair value as determined by quoted
market price.  Unrealized holding gains and losses, net of the related tax
effect, are excluded from earnings and are reported as a separate component of
shareholders' equity until realized.  A decline in the market value below cost
that is deemed other than temporary results in a charge to earnings and the
establishment of a new cost basis for the security.  Dividend and interest
income are 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.

(g)  Property and Equipment
Property and equipment are carried at cost.  Depreciation is provided on the
cost of buildings and improvements and equipment principally using accelerated
methods.  Leasehold improvements are amortized over the terms of the leases or 
the useful lives of the assets, whichever is shorter.

Maintenance and repairs are expensed and renewals and betterments are
capitalized.  When assets are retired or otherwise disposed of, the assets and
accumulated depreciation are removed from the respective accounts and any profit
or loss on the disposition is credited or charged to income.

(h)  Insurance
The Company maintains self-insurance programs for the majority of its employee
health care benefits and workers compensation claims.  Self-insurance costs are
accrued based upon the aggregate of the liability for reported claims and an
estimated liability for claims incurred but not reported.  The Company is liable
for employee health claims up to a life-time aggregate of $1,000,000 per member
and for workers compensation claims up to $1,000,000 per claim.  
Property and casualty insurance coverages are maintained with outside carriers
at deductable or retention levels ranging from $0 to $250,000.

(i)  Income Taxes
Under the asset and liability method of the Financial Accounting Standards
Board's Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes" (Statement 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.

(j)  Earnings Per Share
The earnings per share computations are based upon the weighted average number
of common shares and common share equivalents (stock options) outstanding during
the year.

(k)  Pre-Opening Costs
Pre-opening costs of retail stores are charged against earnings as incurred.

(l)  New Accounting Standards
Effective December 31, 1996, the Company adopted the Financial Accounting
Standard Board's Statement of Financial Accounting Standards Number 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of".  Adoption of this standard had no effect on the Company.

(m)  Use of Estimates
Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial statements in
conformity with generally accepted accounting principles.  Actual results could
differ from those estimates.

(n)  Reclassifications
Certain amounts in the 1995 and 1994 financial statements have been reclassified
to conform with the current year presentation.

<PAGE>
(2)  Income Taxes
The provision for income taxes consists of:
<TABLE>
<CAPTION>
(dollars in thousands)            1996       1995           1994    
<S>                          <C>          <C>          <C>
Currently payable:
	Federal                      $  29,013   $  32,450     $  29,248  
	State                            9,580       9,983        11,361  
Deferred                          3,261        (136)          335     
                                 ______       ______       ______
                        						$  41,854    $  42,297    $  40,944  
</TABLE>
The following is a reconciliation between the applicable income tax expense and
the amount of income taxes which would have been provided at the Federal
statutory rate.  The statutory rate was 35% in 1996, 1995, and 1994.

<TABLE>
<CAPTION>
(dollars in thousands)                             1996       1995       1994
<S>                                           <C>        <C>        <C>
Tax at statutory rate                          $  42,248  $  42,601  $  41,018
State income taxes, net of federal
 income tax benefit                                6,227      6,029      7,293
Other - principally tax-exempt
 investment income                                (6,621)    (6,333)    (7,367)
                                                  ______     ______     ______
	Actual provision  (effective tax rate
 34.7%, 34.8% and 34.9%, respectively)         $  41,854  $  42,297  $  40,944

</TABLE>

Cash paid for income taxes was $41,772,000, $41,688,000 and $39,907,000 in 1996,
1995 and 1994, respectively.

The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities at December 28, 1996,
and December 30, 1995, are presented below:

<TABLE>
<CAPTION>
(dollars in thousands)                          1996            1995
<S>                                        <C>             <C>
Deferred tax assets:
	Accounts receivable                        $       372     $       312     
	Inventories                                      1,577           1,411   
	Compensated absences                               549             504     
	Employee benefit plans                           1,801           2,239   
	General liability insurance                      2,390           1,037   
                                                _______         _______
	Total deferred tax assets                        6,689           5,503   

Deferred tax liabilities:
	Unrealized gain on marketable securities       (10,726)        (10,460)
	Depreciation                                   (20,396)        (16,527)
	Other                                             (526)           (301)
                                                _______         _______ 
		Total deferred tax liabilities                (31,648)        (27,288)
                                                _______         _______
	Net deferred tax liability                 $   (24,959)     $  (21,785)
                                                _______         _______
	Current deferred asset (liability) - net   $    (4,563)     $   (5,258)
	Noncurrent deferred liability - net            (20,396)        (16,527)
                                                _______         _______
	Net deferred tax liability                 $   (24,959)     $  (21,785)
</TABLE>

(3)  Inventories
Merchandise inventories, as of December 28, 1996 and December 30, 1995, were
valued as follows:
<TABLE>
<CAPTION>
(dollars in thousands)                1996            1995    
<S>                             <C>             <C>
LIFO                             $   109,965     $   95,317  
Average cost                          49,382         36,410  
                                     _______        _______
                         								$   159,347     $  131,727 
</TABLE>
If all inventories were valued on the average cost method, which approximates
current cost, total inventories would have been $44,000,000 and $44,336,000
higher than as reported on the above methods as of December 28, 1996, and 
December 30, 1995, respectively.

Although management believes the use of the LIFO method for valuing certain
inventories (as set forth above) represents the most appropriate matching of
costs and revenues in the Company's circumstances, the following summary of
net income and per share amounts based on the use of the average cost method
for valuing all inventories is presented for comparative purposes.

<TABLE>
(dollars in thousands except per share amounts)
<CAPTION>
                               1996        1995       1994
<S>                      <C>         <C>         <C>
Net income                $   78,658  $   80,531  $   77,418  
Net income per share      $     1.86  $     1.87  $     1.77    
</TABLE>

(4)  Property and Equipment
Property and equipment as of December 28, 1996, and December 30, 1995, consisted
of:
<TABLE>
<CAPTION>
					                     	Useful Life
(dollars in thousands)       in years        1996               1995    
<S>                                    <C>                 <C>
Land                                    $   44,770          $   42,940  
Buildings and improvements     10-60       235,973             197,277 
Equipment                       3-12       363,331             326,689 
Leasehold improvements          5-20        51,288              46,195  
                                           _______             _______
		Total, at cost                           695,362             613,101 
Less accumulated
 depreciation and amortization             351,462             327,108 
                                           _______             _______
			                                 				$  343,900          $  285,993 
</TABLE>
<PAGE>
(5)  Marketable Securities
Marketable securities as of December 28, 1996, and December 30, 1995, consisted
of:
<TABLE>
<CAPTION>
                                              						Gross     Gross           
                                             				Unrealized Unrealized
December 28, 1996                       Amortized  Holding   Holding   Fair    
(dollars in thousands)                     Cost     Gains    Losses   Value   
<S>                                     <C>      <C>       <C>      <C>
Available-for-sale:
	Pennsylvania state and municipal bonds  $330,080 $  2,853  $    857 $332,076
	U.S. Treasury securities                  10,425      214      _      10,639
	Equity Securities                         12,071   23,639      _      35,710
	Other short-term investments               9,369     _         _       9,369   
                                          _______  _______   _______  _______
				                                 	   $361,945 $ 26,706  $    857 $387,794 
</TABLE>
<TABLE>
<CAPTION>
                                              						Gross     Gross           
	             				                               Unrealized Unrealized
December 30, 1995                       Amortized  Holding   Holding   Fair    
 dollars in thousands)                     Cost     Gains    Losses   Value   
<S>                                     <C>      <C>      <C>       <C>
Available-for-sale:
	Pennsylvania state and municipal bonds  $350,410 $  4,167 $     215 $354,362 
	U.S. Treasury securities                  20,447      651      _      21,098  
	Equity Securities                         11,073   20,605      _      31,678  
	Other short-term investments              25,036     _         _      25,036  
                                          _______  _______   _______  _______
                                				     $406,966 $ 25,423  $    215 $432,174 
</TABLE>
Maturities of marketable securities classified as available-for-sale at December
28, 1996, were as follows:
<TABLE>
<CAPTION>
						                             	Amortized       Fair    
(dollars in thousands)                  Cost    Value   
<S>                                        <C>           <C>
Available-for-sale:
	Due within one yea                         $  129,196    $  129,654 
	Due after one year through five years         215,229       217,183 
	Due after five years through ten years          5,449         5,247   
	Equity securities                              12,071        35,710  
                                               _______       _______
                                   									$  361,945    $  387,794 
</TABLE>

(6)  Retirement Plans
The Company has a noncontributory defined benefit pension plan and a
contributory retirement savings plan (401(k)) covering substantially all
full-time employees, a noncontributory profit-sharing plan covering eligible 
employees, and a supplemental retirement plan covering certain officers of
the Company.  An eligible employee as defined in the Profit Sharing Plan
includes salaried employees, store management, and administrative support
personnel.  The Company's policy is to fund pension, 401(k) and profit-sharing
cost accrued, but not supplemental retirement costs.  Contributions to the 
Defined benefit pension plan are based on guidelines of the Employee 
Retirement Income Security Act of 1974, whereas contributions to the
profit-sharing plan and the 401(k) plan are made at the sole discretion of the
Company.

The Company's supplemental retirement plan provides for the payment of specific
amounts of annual retirement benefits to the officers or to their beneficiaries
over an actuarially computed normal life expectancy.  The actuarial present
value of accumulated benefits amounted to $5,808,000 and $5,912,000 at December
28, 1996, and December 30, 1995, respectively.  Plan costs are based upon the
deferral of retirement rather than upon future service and all benefits are
fully vested.

Retirement plan costs amounted to:
<TABLE>
<CAPTION>
(dollars in thousands)                 1996             1995           1994
<S>                           <C>             <C>             <C>
Pension plan                   $       (883)   $        (444)  $         204 
Pension plan curtailment loss             _               _            1,794   
Retirement savings plan 401(k)           831             727             414
Profit sharing plan                      814             815             815
Supplemental retirement plan             417             403             570
                                       _____           _____           _____
                         						$       1,179   $       1,501   $       3,797   
</TABLE>
The net periodic defined benefit pension expense (credit) is computed as
follows:
<TABLE>
<CAPTION>
(dollars in thousands)                   1995           1994            1993
<S>                              <C>             <C>             <C> 
Service cost                      $        _      $       _       $       456
Interest cost                             1,835          1,835          1,835
Actual return on plan assets             (4,121)        (4,798)          (910)
Net amortization and deferral             1,403          2,519         (1,177) 
                                         _______        _______        _______
		Net pension expense (credit)    $       (883)   $       (444)   $       204
</TABLE>
The funded status of the Company's pension plan at September 30, 1996, and
September 30, 1995 (the measurement dates) is as follows:

<TABLE>
<CAPTION>
(dollars in thousands)                                  1996    1995    
<S>                                           <C>                <C>
Actuarial present value of benefit obligations:
		Vested benefit obligation                    $  (28,978)        $  (25,100)
                                                  ________           ________
 	Accumulated benefit obligation               $  (28,978)        $  (25,100)
                                                  ________           ________
Projected benefit obligation                   $  (28,978)        $  (25,100)
Plan assets at fair value                          31,448             26,285  
                                                  ________           ________
Plan assets in excess of projected
benefit obligation                                  2,470              1,185   
Contribution                                         _                 2,932   
Unrecognized net loss                               3,215              1,016   
Unrecognized transition asset                      (2,076)            (2,407) 
                                                  ________           ________
Prepaid pension cost                             $  3,609           $  2,726   
</TABLE>
<PAGE>
On February 1, 1994, the Board of Directors of the Company voted to freeze the
Pension Plan.  Effective March 15, 1994, the Plan was frozen and all
participants became fully vested.  The Company recognized a curtailment loss
of $1,794,000 in 1994 as a result of this action.

Plan assets consist primarily of common stocks, bonds, and U.S. government
obligations.  The assumed long-term rate of return on pension plan assets used
to determine pension costs was 8.5% for fiscal 1996, 1995 and 1994. Pension
benefit obligations were determined using an assumed discount rate for fiscal
1996 and 1995 of 7.0% and 7.5%, respectively.

The Company has no other post-retirement benefit plans.


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

(a)  Stock Option Plan
The Company has an incentive stock option plan for officers and other key
employees under which 287,500 shares of common stock are reserved for issuance
at December 28, 1996.  Under the terms of the plan, option prices are 100% of
the "fair market value" of the shares on the date granted.  Options granted are
immediately exercisable and expire ten years after date of grant.

Changes during the three years ended December 28, 1996, in options outstanding
under the plan were as follows:
<TABLE>
<CAPTION>
	   	                         			Option Prices                 Shares  
                             						Per Share                Under Option    
<S>                            <C>                             <C>
Balance, December 25, 1993      $16.06 to $26.88                13,250  
Issued                          $25.88 to $26.50                10,500  
Exercised                       $16.06 to $16.28                (7,680) 
Balance, December 31, 1994      $16.28 to $26.88                16,070  
Issued                          $28.00 to $28.00                 7,140   
Expired                         $16.28 to $16.28                  (820)   
Balance, December 30, 1995      $24.25 to $28.00                22,390  
Issued                          $31.50 to $31.50                12,500  
Expired                         $26.50 to $26.50                  (300)   
Balance, December 28, 1996      $25.25 to $31.50                34,590  
<FN>
At December 28, 1996, all options were exercisable.
</TABLE>
(b)  Company Appreciation Plan
Under a Company Appreciation Plan, officers and other employees are awarded
rights equivalent to shares of Company common stock.  At the maturity date,
usually one year after the date of award, the value of any appreciation from the
original date of issue is paid in cash to the participants. 	During 1996,
1995, and 1994, 28,200, 26,050, and 24,500 rights, respectively, were awarded
under the program.  In 1996, 1995, and 1994, $96,000, $64,000, and $0,
respectively, were charged to earnings.


(8)  Lease Commitments
At December 28, 1996, the Company leased approximately 61% of its facilities
under operating leases which expire at various dates up to 2022.  These leases
generally provide for fixed annual rentals; however, several provide for
minimum annual rentals plus contingent rentals as a percentage of annual sales,
and a number of leases require the Company to pay for all or a portion of
insurance, real estate taxes, water and sewer rentals and repairs, the cost of 
which is charged to the related expense category rather than being accounted for
as rent expense.  Most of the leases contain multiple renewal options, under
which the Company may extend the lease terms from 5 to 20 years.

Rent expense on all leases consisted of:
<TABLE>
<CAPTION>
(dollars in thousands)           1996            1995            1994    
<S>                    <C>             <C>             <C>
Minimum annual rentals  $       20,536  $       16,949  $       14,261  
Contingent rentals                 169             452             219     
                  						$       20,705  $       17,401  $       14,480  

</TABLE>
The following is a schedule by year of future minimum rental payments required
under operating leases that have initial or remaining noncancelable lease terms
in excess of one year as of December 28, 1996.
<TABLE>
<CAPTION>
(dollars in thousands)                          
<S>                                                    <C>
1997                                                    $       22,189  
1998                                                            22,407  
1999                                                            21,190  
2000                                                            19,639  
2001                                                            17,907  
Thereafter                                                     129,189 
                                                               _______
                                                  						$      232,521 
</TABLE>
As of December 28, 1996, the future minimum rentals to be received under
noncancelable leases and subleases were $11,730,000.

(9)  Fair Value Information
The carrying amounts for cash, trade receivables, and trade payables approximate
fair value because of the short maturities of these instruments.  The fair
values of the Company's marketable securities are based on quoted market prices
(See note 5).

<PAGE>
(10)  Acquisitions
On December 31, 1995, SuperPetz acquired one store located in Michigan from Pet
Food Warehouse, Inc.  On November 24, 1995, SuperPetz acquired seven stores
located in Michigan and Ohio from Pet Food Warehouse, Inc.  On August 6,
1994, SuperPetz acquired five pet supply stores located in Georgia and South
Carolina from Pet Owners Warehouse, Inc.  On August 3, 1994, the Company
acquired King's Supermarkets, Inc., of Hamburg, Pennsylvania.  King's
operated six retail stores.  These cash-only transactions were made from
internally generated funds and were accounted for by the purchase method.
Goodwill arising from these transactions, which was not material, is being
amortized over a 15 year period on a straight-line basis.

<TABLE>
(11)  Summary of Quarterly Results (Unaudited)
Quarterly financial data for 1996 and 1995 are as follows:

(dollars in thousands, 
except per share amounts)
<CAPTION>
                                    Thirteen Weeks Ended  
			                  	 	Mar. 30, `96  June 29, `96  Sep. 28, `96  Dec. 28, `96
<S>                    <C>           <C>           <C>           <C>
Net sales               $  433,199    $  432,584    $  424,747    $  462,716 
Gross profit on sales      109,807       111,804       113,581       117,213 
Net income                  19,699        19,401        19,615        20,140  
Net income per share           .46           .46           .47           .48
</TABLE>
<TABLE>
<CAPTION>
                                   	Thirteen Weeks Ended   
				                   	Apr. 1, `95   July 1, `95    Sep. 30, `95 Dec. 30, `95 
<S>                    <C>           <C>            <C>          <C>
Net sales               $  397,499    $  407,578     $  404,578   $  436,780 
Gross profit on sales      101,892       103,259        105,809      111,136 
Net income                  19,062        18,378         19,189       22,791  
Net income per share           .44           .43            .45          .53 
</TABLE>

(12)  Contingencies
The Company is involved in various legal actions arising out of the normal
course of business.  In the opinion of management, the ultimate disposition
of these matters will not have a material adverse effect on the Company's 
consolidated financial position, results of operations or liquidity.
________________________________________________________________________________


Report of Independent Auditors

The Board of Directors
Weis Markets, Inc.

We have audited the  accompanying consolidated balance sheet of Weis Markets,
Inc. and subsidiaries as of December 28, 1996, and the consolidated statements
of income, shareholders' equity, and cash flows for the year then ended.  These
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.  The consolidated financial statements of Weis Markets, Inc. and
subsidiaries for each of the two years in the period ended December 30, 1995,
were audited by other auditors whose report, dated January 26, 1996, expressed
an unqualified opinion on those statements.

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

In our opinion, the 1996 consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Weis Markets, Inc. and subsidiaries at December 28, 1996, and the results of
their operations and their cash flows for the year then ended in conformity
with generally accepted accounting principles.



Harrisburg, PA                                                 Ernst & Young LLP
January 29, 1997       

<PAGE>
<TABLE>
                      Five Year Review of Operations

(dollars in thousands,
except per share amounts)
<CAPTION>
             					52 Weeks     52 Weeks     53 Weeks     52 Weeks     52 Weeks 
                    Ended        Ended        Ended        Ended        Ended
                 Dec 28,1996  Dec 30,1995  Dec 31,1994  Dec 25 1993  Dec 26,1992
<S>             <C>          <C>          <C>          <C>          <C> 
Net sales        $ 1,753,246  $ 1,646,435  $ 1,556,663  $ 1,441,090  $ 1,289,195
Costs and expenses 1,662,620    1,560,238    1,476,661    1,361,420    1,213,764
                   _________    _________    _________    _________    _________
	Income from
 operations           90,626       86,197       80,002       79,670       75,431
Other income, net     30,083       35,520       37,191       33,984       34,818
                   _________    _________    _________    _________    _______
Income before provision
for  income taxes	and
cumulative effect of change
in accounting
principle            120,709      121,717      117,193      113,654      110,249
Provision for
income taxes          41,854       42,297       40,944       40,701       38,579
                   _________    _________    _________    _________    _______
 Income before cumulative
 effect	of change in accounting
 principle            78,855       79,420       76,249       72,953       71,670
	Cumulative effect of
 change in accounting for
 income  taxes          _            _            _            _           1,046
                   _________    _________    _________    _________    _______
	Net income           78,855       79,420       76,249       72,953       72,716
Retained earnings,
beginning of year    879,916      834,995      791,072      748,796      705,987
                   _________    _________    _________    _________    _______
                 				958,771      914,415      867,321      821,749      778,703
Cash dividends        37,199       34,499       32,326       30,677       29,907
                   _________    _________    _________    _________    _______
Retained earnings,
end of year      $   921,572  $   879,916   $   834,995  $   791,072 $   748,796
                   _________    _________    _________    _________    _______
Weighted average shares
outstanding       42,280,352   43,083,449    43,662,031   43,827,168  43,979,088
                   _________    _________    _________    _________    _______
Cash dividends
per share        $       .88  $       .80   $       .74   $      .70  $      .68
                   _________    _________    _________    _________    _______
Net income
per share        $      1.87  $      1.84   $      1.75   $     1.66  $     1.65
                   _________    _________    _________    _________    _______
Working capital  $  463,255   $   491,135   $   505,449   $  513,184  $  483,572
Total assets     $  966,312   $   923,421   $   892,093   $  844,490  $  761,528
Shareholders'
equity           $  818,527   $   791,562   $   762,380   $   738,115 $  680,265
Number of
grocery stores          155           151           149           141        126
Number of
pet supply stores        43            35            14            _          _
</TABLE>
<TABLE>
Stock Prices and Dividend Information by Quarter

The approximate number of shareholders on December 28, 1996 was 7,600
<CAPTION>
              	            1996                             1995            
               	4th     3rd     2nd     1st     4th     3rd     2nd     1st     
Stock Prices
<S>           <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C> 
	High          34 3/8  34 7/8  32 3/4  30 3/8  28 3/4  29      28 3/4  25 7/8
	Low           29 5/8  30 3/4  28 7/8  27 3/4  27 3/4  27 3/8  25      24      
Dividends
Per Share       .23     .23     .21     .21     .21     .21     .19     .19
</TABLE>
<PAGE>

Directors
Robert F. Weis
Chairman and Treasurer

Norman S. Rich
President

William R. Mills
Vice President Finance and Secretary

Jonathan H. Weis
Vice President Property Management and Development

Michael M. Apfelbaum
Partner, Apfelbaum, Apfelbaum & Apfelbaum Attorneys at Law

Joseph I. Goldstein
Partner, Crowell & Moring Attorneys at Law

Richard E. Shulman
President, Industry Systems Development Corporation

(NOTE:  There are pictures of each of the Directors above their names and
 titles.)


Officers

Robert F. Weis
Chairman and Treasurer

Norman S. Rich
President 

William R. Mills
Vice President Finance and Secretary

Alan L. Barrick
Vice President Engineering and Manufacturing

Stephen J. Bowers
Vice President Weis Food Service

Walter B. Bruce 
Vice President Private Label

Harold G. Graber
Vice President Real Estate

Leslie H. Knox
Vice President Merchandising

Richard L. Kunkle
Vice President Pharmacy

Edward W. Rakoskie
Vice President Store Operations

Jonathan H. Weis
Vice President Property Management and Development


Annual Meeting
The annual meeting of the shareholders of the Company will be held at 10 a.m. on
Tuesday, April 1, 1997, at the Corporate offices, 1000 South Second Street,
Sunbury, PA 17801.

Registrar and Transfer Agent
American Stock Transfer & Trust Company
40 Wall Street, 46th floor
New York, NY  10005
(718) 921-8210

Auditors
Ernst & Young LLP
300 Locust Court
212 Locust Street
Harrisburg, PA  17101

Stock Traded
New York Stock Exchange


In Memoriam

In November, Micheal C. Rheam passed away.  Mr. Rheam had been Special Projects
Coordinator after his retirment as Vice President in 1992.  During his forty-one
years at Weis Markets, he served as Vice President of Operations and Secretary,
and as a member of the Board of Directors.  He helped in a major way to build
the organization into one of the strongest and most profitable supermarket
companies in the country.  He will be remembered as a strong personality, wise
counselor, and developer of people.  We express our thanks for his many years of
service and devotion to our Company.  We shall miss him.

(NOTE:  There is picture of Micheal C. Rheam.)


<PAGE>
<TABLE>
                                     	EXHIBIT 21


                                   WEIS MARKETS, INC.
                             SUBSIDIARIES OF THE REGISTRANT

<CAPTION>
                                                        		Percent
                                         	State of        Owned by
                                       	Incorporation   Registrant
<S>                                        <C>             <C> 
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, Inc.                             Pennsylvania     80%

<FN>
The consolidated financial statements include the accounts of the Company and
its subsidiaries.
</TABLE>
<PAGE>

                                  	EXHIBIT 23


Consent of Independent Auditors

We consent to the incorporation by reference in this Annual Report on (Form
10-K) of Weis Markets, Inc. of our report dated January 29, 1997 included in the
1996 Annual Report.to Shareholders of Weis Markets, Inc.




Ernst & Young LLP
Harrisburg, Pennsylvania
March 14, 1997