**EXHIBIT    31.2**

**WEIS MARKETS,        INC.**

**CERTIFICATION-    CFO**

I, William R. Mills, certify        that:

| 1.     | I have reviewed this                annual report on Form 10-K of Weis Markets,                Inc.;                                                                                                                                                                                                                                                                                                  |
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| 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 report; |
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| 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;                     |
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| 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: |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          | 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 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 |
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| 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 12, 2009                                                                                                        /S/ William R. Mills                                                                                                                                             William    R. Mills                                                                                                                                         Senior    Vice President,                                                                                                                                                 Treasurer and                                                                                                                                         Chief    Financial Officer