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<SEC-DOCUMENT>0000105418-02-000015.txt : 20020415
<SEC-HEADER>0000105418-02-000015.hdr.sgml : 20020415
ACCESSION NUMBER:		0000105418-02-000015
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20011229
FILED AS OF DATE:		20020308

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WEIS MARKETS INC
		CENTRAL INDEX KEY:			0000105418
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-GROCERY STORES [5411]
		IRS NUMBER:				240755415
		STATE OF INCORPORATION:			PA
		FISCAL YEAR END:			1226

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05039
		FILM NUMBER:		02571069

	BUSINESS ADDRESS:	
		STREET 1:		1000 S SECOND ST
		STREET 2:		PO BOX 471
		CITY:			SUNBURY
		STATE:			PA
		ZIP:			17801
		BUSINESS PHONE:		570-286-4571

	MAIL ADDRESS:	
		STREET 1:		1000 S SECOND ST
		STREET 2:		P O BOX 471
		CITY:			SUNBURY
		STATE:			PA
		ZIP:			17801
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>wmk10k2001.txt
<TEXT>
                                 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 29, 2001     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        570-286-4571

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

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.

The aggregate market value of Common Stock held by non-affiliates of the
Registrant is approximately $396,014,000.  Shares of common stock
outstanding as of February 20, 2002 - 27,203,707.

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

DOCUMENTS INCORPORATED BY REFERENCE:

Selected portions of the Weis Markets, Inc. definitive proxy statement
dated March 8, 2002 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 and pet supplies in Pennsylvania and
               surrounding states.  There was no material change in the nature
               of the company's business during fiscal 2001.

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

(c)(1)(i)      The company operates 132 retail food markets in Pennsylvania,
               23 in Maryland, 4 in New Jersey, 2 in New York, 1 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 that trade as King's
               Supermarkets, 3 Pennsylvania stores which trade as Save-A-Lot,
               3 Pennsylvania stores which trade as Scot's Lo Cost and 1
               Pennsylvania store which trades as Cressler's Marketplace.
               During the past fiscal year, 2 new stores were opened.  One
               store was closed for financial reasons and 1 store was closed
               and is in the process of being rebuilt.  SuperPetz, a pet
               supply chain, operated 2 stores in Alabama, 1 store in Georgia,
               1 store in Indiana, 1 store in Kentucky, 1 store in Maryland, 2
               stores in Michigan, 8 stores in Ohio, 1 store in North
               Carolina, 7 stores in Pennsylvania, 5 stores in South Carolina,
               and 4 stores in Tennessee.  The company supplies its retail
               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 29, 2001 was:

               Year    Grocery     Meat   Produce  Pharmacy  Pet Supply  Other
               1997     56.00     13.84     11.06     5.25      4.43      9.42
               1998     55.63     13.74     11.60     5.94      4.01      9.08
               1999     55.56     13.88     11.97     6.62      3.27      8.70
               2000     57.13     15.09     12.65     7.75      3.15      4.23
               2001     57.28     15.41     12.84     8.82      3.23      2.42

(c)(1)(vi)     The company has its own distribution centers 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.

(c)(1)(x)      The business of the company is highly competitive.  The number
               of competitors and the amount 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.

(c)(1)(xiii)   The company has approximately 19,000 employees.

Item 2.        Properties:

               The company owns and operates 81 of its retail food stores, and
               leases and operates 82 stores under operating leases for
               varying periods of time up to the year 2024.  SuperPetz leases
               all 33 of its 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.

                                     2
<PAGE>
                              Weis Markets, Inc.

               The company owns and operates one warehouse in Milton,
               Pennsylvania of approximately 1,109,000 square feet, and one in
               Northumberland, Pennsylvania totaling approximately 76,000
               square feet.  The company also owns one warehouse in Sunbury,
               Pennsylvania totaling approximately 551,000 square feet of
               which 290,000 is sublet.  The company operates an ice cream
               plant, meat processing plant and milk processing plant in the
               remaining 261,000 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 2001.

                                    PART II

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

               The trading symbol for the company's common stock on the NYSE
               is "WMK."  The approximate number of shareholders including
               individual participants in security positions listings on
               December 29, 2001 as provided by the company's transfer agent
               was 5,983.  The following table sets forth, for the periods
               indicated, the high and low stock prices for the company's
               common stock as reported by NYSE and the dividends paid per
               share.

                             2001                                2000
                         Stock Price      Dividend    Stock Price      Dividend
              Quarter   High       Low   Per Share   High       Low   Per Share
               First  $ 38.25   $ 32.48   $ .27    $ 45.25   $ 34.19   $ .26
               Second   35.70     31.45     .27      35.81     32.00     .26
               Third    35.30     25.80     .27      37.13     32.44     .27
               Fourth   29.76     26.52     .27      42.75     34.31     .27


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.

                                     3
<PAGE>
<TABLE>
<CAPTION>

                                     Weis Markets, Inc.

                               Five Year Review of Operations

                              52 Weeks        53 Weeks        52 Weeks        52 Weeks          52 Weeks
(dollars in thousands,         Ended           Ended           Ended           Ended             Ended
except per share amounts)  Dec. 29, 2001   Dec. 30, 2000   Dec. 25, 1999   Dec. 26, 1998    Dec. 27, 1997
<S>                       <C>             <C>             <C>             <C>              <C>
Net sales                  $   1,988,246   $   2,060,976   $   2,004,947   $   1,867,492    $   1,818,816
Costs and expenses             1,925,306       1,980,893       1,911,912       1,791,066        1,733,686
_________________________________________________________________________________________________________
Income from operations            62,940          80,083          93,035          76,426           85,130
Other income and expense          18,907          36,729          30,980          58,072           33,452
_________________________________________________________________________________________________________
Income before provision
 for income taxes                 81,847         116,812         124,015         134,498          118,582
Provision for income taxes        31,792          42,989          44,290          50,815           40,388
_________________________________________________________________________________________________________
Net income                        50,055          73,823          79,725          83,683           78,194
Retained earnings,
 beginning of year             1,069,986       1,040,354       1,003,170         960,419          921,572
_________________________________________________________________________________________________________
                               1,120,041       1,114,177       1,082,895       1,044,102          999,766
Stock purchase
 and cancellation                434,317           ---             ---             ---              ---
Cash dividends                    37,202          44,191          42,541          40,932           39,347
_________________________________________________________________________________________________________
Retained earnings,
 end of year               $     648,522   $   1,069,986   $   1,040,354   $   1,003,170    $     960,419
_________________________________________________________________________________________________________
Weighted-average
 shares outstanding           32,298,696      41,695,347      41,718,188      41,775,991       41,842,583
_________________________________________________________________________________________________________
Cash dividends per share   $        1.08   $        1.06   $        1.02   $        .98     $        .94
_________________________________________________________________________________________________________
Basic and diluted
 earnings per share        $        1.55   $        1.77   $        1.91   $       2.00     $       1.87
_________________________________________________________________________________________________________
Working capital            $     102,331   $     496,906   $     481,728   $    489,475     $    471,562
Total assets               $     704,185   $   1,085,904   $   1,058,221   $  1,029,202     $    971,752
Long-term obligations      $      25,000   $       ---     $       ---     $      ---       $      ---
Shareholders' equity       $     525,364   $     947,886   $     918,477   $    890,641     $    847,333
Number of grocery stores             163             163             163            158              154
Number of pet supply stores           33              33              34             36               43

                                     4
</TABLE>
<PAGE>
                              Weis Markets, Inc.

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

Results of Operations

Sales of $1.988 billion generated during the 52-week fiscal year ended
December 29, 2001 compared to sales of $2.061 billion in the 53 weeks of
fiscal 2000 and $2.005 billion in the 52 weeks of fiscal 1999.  These sales
amounts reflect a decrease of 3.5% in fiscal 2001 compared to 2000 and an
increase of 2.8% in 2000 compared to 1999.  Same store sales decreased 1.5%
in 2001 and increased 2.5% and 4.0% in 2000 and 1999, respectively.

Total sales in 2001 compared to the prior year decreased as a result of
the sale of the company's regional food service division in the second
quarter of 2000, an additional week of business in 2000, a weak economy and
increasing competitive activity.  Excluding sales from year-over-year
comparisons that were generated from the food service division and from the
additional week in 2000, the company's sales increased .2%.  Adjusting for
the extra week of sales, same store sales increased .5% in 2001 and .4% in
2000.

Gross profit as a percentage of sales increased from 25.4% in 1999 to
26.3% in 2000 and to 26.7% in 2001.  Gross profit dollars realized on sales
in 2001 decreased $11.7 million, or 2.2%, to $531.2 million compared to
2000 and increased $34.3 million in 2000 compared to 1999.  Over the past
three years, the gross profit rate was impacted by the sale of the food
service division and by LIFO inventory adjustments.  The food service
division's lower gross profit rate slightly decreased the company's overall
gross profit percentage in prior years.  Although the company cannot
precisely measure the effects of inflation or deflation upon its operations
because of changes in product mix, pricing and competitive influences, it
does not believe that either inflation or deflation have had a material
effect on sales or results of operations for the past three years.

Operating, general and administrative expenses in 2001 totaled $468.2
million or 23.6% of sales, compared to 22.4% in 2000 and 20.7% in 1999.  On
May 7, 2001, the company repurchased approximately 14.5 million shares of
its common stock from the family of the late Sigfried Weis for $434.3
million in cash.  The company incurred $5.3 million in non-recurring
expenses associated with this transaction, accounting for a substantial
portion of the overall increase in operating expenses in 2001.  The
remaining increase in operating expenses was attributable to rising labor
and benefit costs, building and equipment repairs and advertising
expenditures.

In 2001, the company's investment income of $9.9 million or .5% of
sales, decreased $8.7 million or 46.9% compared to the same period a year
ago.  The company sold the majority of its investment portfolio in the
first half of 2001 in order to complete the all cash stock repurchase
transaction.  In 2000, the company earned $18.6 million in investment
income, a $1.3 million decrease from 1999.  The company realized gains on
the sale of marketable securities of $.6 million in 2001, $1.3 million in
2000 and $3.5 million in 1999.

The company's other income and expense is generated from rental
payments, coupon-handling fees, cardboard salvage, gain or loss on the sale
of fixed assets and interest expense.  Other income in 2001 of $10.4
million or .5% of sales, decreased $7.7 million or 42.6% compared to 2000.
In 2000, the company realized $5.8 million in other income from the sale of
its food service division.  The remaining difference between the years
presented is due largely to gains or losses realized on closed store
facilities.

Interest expense in 2001 totaled $1.4 million compared to no interest
expense in 2000 or 1999.  The company entered into a bank credit agreement
in fiscal 2001 in order to complete the previously mentioned stock
repurchase transaction and to provide funds for general corporate purposes.

The company's combined federal and state effective tax rate was 38.8% in
2001, 36.8% in 2000 and 35.7% in 1999.  The tax rate increased in 2001
after the company sold its large position in tax-free investments in order
to complete the stock repurchase.

Net income in 2001 was $50.1 million or 2.5% of sales compared with
$73.8 million or 3.6% of sales in 2000 and $79.7 million or 4.0% of sales
in 1999.  Basic and diluted earnings per share of $1.55 in 2001 compared to
$1.77 in 2000 and $1.91 in 1999.  Several unusual items notably affected
net income and basic and diluted earnings per share in all three years as
previously noted in this report.  Basic and diluted earnings per share are
computed using weighted-average shares outstanding.  At the end of 2001,
the company had 27.2 million shares of common stock outstanding, a
reduction of 14.5 million shares compared to the prior year.  The impact
from the company's large stock repurchase was partially realized in the
company's earnings per share results for 2001 and will be fully realized in
2002.

As of the end of the fiscal year, Weis Markets, Inc. operated 163 retail
food stores and 33 SuperPetz pet supply stores.  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.

                                     5
<PAGE>
                              Weis Markets, Inc.

Liquidity and Capital Resources

Net cash provided by operating activities was $113.9 million in 2001
compared with $125.6 million in 2000 and $111.9 million in 1999.  Accounts
payable increased $15.0 million in 2001 compared to 2000 due to improved
cash management.  Accounts receivable decreased in 2000 after the sale of
the company's food service division.  Working capital decreased 79.4% in
2001, increased 3.2% in 2000, and decreased 1.6% in 1999.  The considerable
decline in working capital in the current year resulted from the sale of
most of the company's investment portfolio in order to fund the large
repurchase of common stock.

Net cash provided by investing activities during 2001 was $322.8 million
compared to $82.4 million used in 2000 and $70.0 million used in 1999.  In
2000 and 1999, these funds were used primarily for the purchase of new
securities and the purchase of property and equipment.  Property and
equipment purchases during fiscal 2001 totaled $48.1 million compared to
$56.3 million in 2000 and $86.7 million in 1999.  Intangible and other
assets increased $13.4 million in 2000 with grocery store acquisitions.  As
a percentage of sales, capital expenditures were 2.4%, 3.4% and 4.3% in
2001, 2000 and 1999, respectively.

The 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 $67.4 million in 2002.

Net cash used in financing activities during 2001 was $446.8 million
compared to $44.4 million in 2000 and $44.8 million in 1999.  The
repurchase and cancellation of 14.5 million shares of common stock in May
cost the company $434.3 million.  The company entered into a bridge credit
agreement to provide funds for general corporate purposes in May of 2001.
The availability under the bridge loan is on a revolving basis with a final
maturity of March 29, 2002.  As of December 29, 2001, the unused portion of
the credit line was $20 million.  The company signed a commitment letter to
establish a three-year unsecured revolving credit facility in the amount of
$100 million to provide funds to refinance the bridge loan facility and for
general corporate purposes including working capital and letters of credit.
Management anticipates completion of this new long-term credit facility
before the March bridge loan maturity date.

Total cash dividend payments on common stock amounted to $1.08 per share
in 2001 compared to $1.06 in 2000 and $1.02 in 1999.  Treasury stock
purchases in the last three years were minimal.  The Board of Directors'
1996 resolution authorizing the purchase of 1,000,000 shares of treasury
stock has a remaining balance of 564,677 shares.  The company has no other
commitment of capital resources as of December 29, 2001, other than the
lease commitments on its store facilities under operating leases that
expire at various dates up to 2024.

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 long-term debt.  The company's marketable securities currently consist
of Pennsylvania tax-free state and municipal bonds, U.S. Treasury
securities, equity securities and other short-term investments.  The fair
value of the variable rate notes classified under long-term debt is
sensitive to changes in LIBOR.

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 minimize market risk
and maintains 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.  Weis Markets'
management continually monitors the risk associated with its marketable
securities.  A quantitative tabular presentation of risk exposure is
located in item 7A.


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.

                                     6
<PAGE>
<TABLE>
<CAPTION>
                              Weis Markets, Inc.

Item 7A.        Quantitative and Qualitative Disclosures about Market Risk:

                              Quantitative Disclosures About Market Risk

(dollars in thousands)                                   Expected Maturity Dates Fair Value
December 29, 2001                     2002       2003       2004       2005       2006      Thereafter Total   Dec. 29, 2001
Rate sensitive assets:
<S>                                <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Fixed interest rate securities      $      15  $   1,000  $   1,500  $   ---    $   ---    $   ---    $   2,515  $   2,584
  Average interest rate                 4.97%      4.48%      4.40%      ---        ---        ---        4.73%
Variable interest rate securities   $  11,930      ---        ---        ---        ---        ---    $  11,930  $  11,930
  Average interest rate                 2.80%      ---        ---        ---        ---        ---        2.80%
Rate sensitive liabilities:
Variable interest rate securities   $  25,000  $   ---    $   ---    $   ---    $   ---    $   ---    $  25,000  $  25,000
  Average interest rate                 3.00%      ---        ---        ---        ---        ---        3.00%

(dollars in thousands)                                   Expected Maturity Dates Fair Value
December 30, 2000                     2001    2002    2003    2004    2005    Thereafter      Total   Dec. 30, 2000
Rate sensitive assets:
Fixed interest rate securities      $ 301,531  $  29,675  $  20,920  $  13,850  $  25,820  $   ---    $ 391,796  $ 392,405
  Average interest rate                 4.29%      4.30%      4.30%      4.33%      4.43%      ---        4.31%
Variable interest rate securities   $   1,446  $   ---    $   ---    $   ---    $   ---    $   ---    $   1,446  $   1,446
  Average interest rate                4.00%       ---        ---        ---        ---        ---        4.00%

</TABLE>
Other relevant market risks
The company's equity securities at December 30, 2000 had a cost basis of
$3,131,000 and a fair value of $16,367,000.  The dividend yield realized on
these equity investments was 2.52% in 2000.  The company's equity
securities at December 29, 2001 had a cost basis of $3,125,000 and a fair
value of $14,161,000.  The dividend yield realized on these equity
investments was 2.90% in 2001.  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 item 7.

                                     7
<PAGE>
                              Weis Markets, Inc.

Item 8. Financial Statements and Supplementary Data:

                            Consolidated Balance Sheets

(dollars in thousands)
December 29, 2001 and December 30, 2000                  2001           2000
______________________________________________________________________________
Assets
Current:
  Cash                                             $      3,255   $      3,389
  Marketable securities                                  28,675        410,218
  Accounts receivable, net                               26,530         25,080
  Inventories                                           169,952        168,541
  Prepaid expenses                                        8,294          6,821
  Income taxes recoverable                                3,395          3,144
______________________________________________________________________________
     Total current assets                               240,101        617,193
______________________________________________________________________________
Property and equipment, net                             439,977        441,819
Intangible and other assets, net                         24,107         26,892
______________________________________________________________________________
                                                   $    704,185   $  1,085,904
==============================================================================

Liabilities
Current:
  Accounts payable                                 $     98,382   $     78,162
  Accrued expenses                                       11,043         18,360
  Accrued self-insurance                                 15,040         12,959
  Payable to employee benefit plans                       8,672          8,663
  Deferred income taxes                                   4,633          2,143
______________________________________________________________________________

    Total current liabilities                           137,770        120,287
______________________________________________________________________________
Deferred income taxes                                    16,051         17,731
Long-term debt                                           25,000          ---
______________________________________________________________________________

Shareholders' Equity
Common stock, no par value,
 100,800,000 shares authorized,
 32,978,037 and 47,453,979 shares
 issued, respectively                                     7,630          7,594
Retained earnings                                       648,522      1,069,986
Accumulated other comprehensive income
 (Net of deferred taxes of $4,595 in 2001
 and $5,166 in 2000)                                      6,479          7,284
______________________________________________________________________________
                                                        662,631      1,084,864
Treasury stock at cost, 5,774,830 and
 5,766,122 shares, respectively                        (137,267)      (136,978)
______________________________________________________________________________
    Total shareholders' equity                         525,364         947,886
______________________________________________________________________________
                                                  $    704,185    $  1,085,904
==============================================================================

See accompanying notes to consolidated financial statements.

                                     8
<PAGE>
                              Weis Markets, Inc.

                        Consolidated Statements of Income

(dollars in thousands, except per share amounts)
For the Fiscal Years Ended December 29, 2001,
December 30, 2000 and December 25, 1999      2001         2000         1999
______________________________________________________________________________
Net sales                                $ 1,988,246  $ 2,060,976  $ 2,004,947
Cost of sales, including warehousing
 and distribution expenses                 1,457,066    1,518,113    1,496,375
______________________________________________________________________________
  Gross profit on sales                      531,180      542,863      508,572
Operating, general and
 administrative expenses                     468,240      462,780      415,537
______________________________________________________________________________
  Income from operations                      62,940       80,083       93,035
Investment income                              9,860       18,557       19,892
Other income and expense                       9,047       18,172       11,088
______________________________________________________________________________
  Income before provision for
   income taxes                               81,847      116,812      124,015
Provision for income taxes                    31,792       42,989       44,290
______________________________________________________________________________
Net income                               $    50,055  $    73,823  $    79,725
==============================================================================
Weighted-average shares outstanding       32,298,696   41,695,347   41,718,188
Cash dividends per share                 $      1.08  $      1.06  $      1.02
Basic and diluted earnings per share     $      1.55  $      1.77  $      1.91
______________________________________________________________________________

See accompanying notes to consolidated financial statements.

                                     9
<PAGE>
<TABLE>
<CAPTION>
                                 Weis Markets, Inc.

                  Consolidated Statements of Shareholders' Equity

                                                                      Accumulated
(dollars in thousands)                                                    Other           Total
For the Fiscal Years Ended December 29, 2001,       Common  Retained        Comprehensive   Treasury        Shareholders'
December 30, 2000 and December 25, 1999         Stock   Earnings        Income  Stock   Equity
_______________________________________________________________________________________________________________________
<S>                                                <C>          <C>           <C>           <C>            <C>
Balance at December 26, 1998                        $     7,471  $  1,003,170  $     14,436  $   (134,436)  $    890,641
  Net income                                              ---          79,725         ---           ---           79,725
  Other comprehensive income                              ---           ---          (7,093)        ---           (7,093)
                                                                                                            ____________
    Comprehensive income                                                                                          72,632
                                                                                                            ____________
  Shares issued for options (3,300 shares)                  88          ---           ---           ---               88
  Treasury stock purchased (67,269 shares)                ---           ---           ---          (2,343)        (2,343)
  Dividends paid                                          ---         (42,541)        ---           ---          (42,541)
________________________________________________________________________________________________________________________
Balance at December 25, 1999                             7,559      1,040,354         7,343      (136,779)       918,477
  Net income                                             ---           73,823         ---           ---           73,823
  Other comprehensive income                             ---            ---             (59)        ---              (59)
                                                                                                            ____________
    Comprehensive income                                                                                          73,764
                                                                                                            ____________
  Shares issued for options (1,250 shares)                  35          ---           ---           ---               35
  Treasury stock purchased (5,268 shares)                ---            ---           ---            (199)          (199)
  Dividends paid                                         ---          (44,191)        ---           ---          (44,191)
________________________________________________________________________________________________________________________
Balance at December 30, 2000                             7,594      1,069,986         7,284      (136,978)       947,886
  Net income                                             ---           50,055         ---           ---           50,055
  Other comprehensive income                             ---            ---            (805)        ---             (805)
                                                                                                            ____________
    Comprehensive income                                                                                          49,250
                                                                                                            ____________
  Shares issued for options (1,300 shares)                  36          ---           ---           ---               36
  Shares purchased and cancelled (14,477,242 shares)     ---         (434,317)        ---           ---         (434,317)
  Treasury stock purchased (8,708 shares)                ---            ---           ---            (289)          (289)
  Dividends paid                                         ---          (37,202)        ---           ---          (37,202)
________________________________________________________________________________________________________________________
Balance at December 29, 2001                        $    7,630  $     648,522  $      6,479  $   (137,267)  $    525,364
========================================================================================================================

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
                                    10
<PAGE>
                              Weis Markets, Inc.

                    Consolidated Statements of Cash Flows

(dollars in thousands)
For the Fiscal Years Ended December 29, 2001,
December 30, 2000 and December 25, 1999        2001         2000         1999
______________________________________________________________________________
Cash flows from operating activities:
Net income                               $    50,055  $    73,823  $    79,725
Adjustments to reconcile net income to
  net cash provided by operating activities:
    Depreciation                              43,755       44,169       41,097
    Amortization                               7,222        6,682        5,179
   (Gain) loss on sale of fixed assets         1,629       (5,913)        (525)
    Gain on sale of other assets               ---          ---         (3,413)
    Gain on sale of marketable securities       (570)      (1,279)        (123)
    Changes in operating assets and liabilities:
      Increase in inventories                 (1,411)      (1,395)      (8,208)
     (Increase) decrease in accounts receivable
       and prepaid expenses                   (2,923)       8,508       (2,695)
     (Increase) decrease in income
       taxes recoverable                        (251)       1,194       (4,338)
      Increase (decrease) in accounts payable and
       other liabilities                      14,993       (2,696)      11,399
      Decrease in income taxes payable         ---          ---         (6,421)
      Increase in deferred income taxes        1,381        2,472          209
______________________________________________________________________________
   Net cash provided by operating activities 113,880      125,565      111,886
______________________________________________________________________________

Cash flows from investing activities:
  Purchase of property and equipment         (48,046)     (56,331)     (86,660)
  Proceeds from the sale of property
   and equipment                                  86       11,714        1,641
  Proceeds from the sale of other assets       ---          ---          8,012
  Purchase of marketable securities         (299,064)    (259,574)     (62,565)
  Proceeds from maturities of
   marketable securities                     556,141      108,154       69,479
  Proceeds from sale of
   marketable securities                     123,660      127,043          125
  Increase in intangible and other assets        (19)     (13,379)       ---
______________________________________________________________________________
   Net cash provided by (used in) investing
    activities                               322,758      (82,373)     (69,968)
______________________________________________________________________________

Cash flows from financing activities:
  Proceeds from long-term debt, net           25,000        ---          ---
  Proceeds from issuance of common stock          36           35           88
  Dividends paid                             (37,202)     (44,191)     (42,541)
  Purchase and cancellation of stock        (434,317)       ---          ---
  Purchase of treasury stock                    (289)        (199)      (2,343)
______________________________________________________________________________
   Net cash used in financing activities    (446,772)     (44,355)     (44,796)
______________________________________________________________________________
Net decrease in cash                            (134)      (1,163)      (2,878)
Cash at beginning of year                      3,389        4,552        7,430
______________________________________________________________________________
Cash at end of year                      $     3,255  $     3,389  $     4,552
==============================================================================

See accompanying notes to consolidated financial statements.

                                    11
<PAGE>
                              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 and pet
supplies in Pennsylvania and surrounding states.  There was no material
change in the nature of the company's business during fiscal 2001.

(b)  Definition of Fiscal Year
The company's fiscal year ends on the last Saturday in December.  Fiscal
2001, 2000 and 1999 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)  Marketable Securities
Marketable securities consist of Pennsylvania tax-free state and municipal
bonds, U.S. Treasury securities, U.S. Government federal agency notes,
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 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.

(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)  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.

(g)  Intangible Assets
Intangible assets are generally amortized over periods ranging from 15 to
20 years.

(h)  Insurance Programs
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
lifetime aggregate of $1,000,000 per member and for workers compensation
claims up to $1,000,000 per claim.  Property and casualty insurance
coverage is maintained with outside carriers at deductible or retention
levels ranging from $0 to $500,000.

                                    12
<PAGE>
                              Weis Markets, Inc.

(i)  Incentive Plans

The company has elected to follow the Accounting Principles Board's 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," (Statement No. 123)
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 pro forma
net income and earnings per share that are not materially different from
amounts reported.

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

(k)  Revenue Recognition
Revenues from the sale of products to the company's customers are
recognized at the point of sale.

(l)  Advertising Costs
The company expenses advertising costs as incurred.  The company recorded
advertising expense of $26.3 million in 2001, $25.4 million in 2000 and
$22.9 million in 1999.

(m)  New Accounting Standards
As of December 30, 2001, the company adopted Emerging Issues Task Force
Issue Nos. 00-14, "Accounting for Certain Sales Incentives;" 00-22,
"Accounting for 'Points' and Certain Other Time-Based or Volume-Based Sales
Incentives Offers, and Offers for Free Products or Services to Be Delivered
in the Future;" and 00-25, "Vendor Income Statement Characterization of
Consideration from a Vendor to a Retailer" (EITF Issues).  These EITF
Issues establish new rules for accounting for certain sales incentives,
loyalty programs and vendor contracts; however, the adoption of these EITF
Issues will not have an impact on the company's net income or shareholders'
equity.  These EITF Issues require certain sales incentives, which prior to
adoption were reported as expenses or costs of goods sold, to be classified
as a reduction of revenue.  Prior year financial statements will be
reclassified to conform to the requirements of these EITF Issues.

In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, "Business Combinations" (Statement
No. 141) and No. 142, "Goodwill and Other Intangible Assets" (Statement
No. 142) effective for fiscal years beginning after December 15, 2001.
Under the new rules, goodwill and intangible assets deemed to have
indefinite lives will no longer be amortized but will be subject to annual
impairment tests in accordance with the statements.  Other intangible
assets will continue to be amortized over their useful lives.

The company will apply Statement No. 142 beginning in the first quarter of
fiscal 2002.  Application of the statement is expected to result in an
increase in pre-tax income of approximately $1.4 million for fiscal 2002
due to the elimination of amortization of goodwill.  During fiscal 2002,
the company will perform the required impairment tests of goodwill.  The
company has not yet determined what the effect of these impairment tests
will be on the earnings and financial position of the company.

(n)  Earnings Per Share
Basic and diluted earnings per share are the same amounts for each period
presented.

(o)  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.

                                    13
<PAGE>
                              Weis Markets, Inc.

Note 2  Marketable Securities
Marketable securities, as of December 29, 2001 and December 30, 2000,
consisted of:

                                                    Gross     Gross
                                                 Unrealized Unrealized
(dollars in thousands)                 Amortized   Holding   Holding     Fair
December 29, 2001                        Cost       Gains     Losses    Value
______________________________________________________________________________
Available-for-sale:
Pennsylvania state and municipal bonds $   1,524 $   ---   $   ---   $   1,524
U.S. Treasury securities                   1,022        38     ---       1,060
Equity securities                          3,125    11,036     ---      14,161
Other short-term investments              11,930     ---       ---      11,930
______________________________________________________________________________
                                       $  17,601 $  11,074 $   ---   $  28,675
==============================================================================

                                                    Gross     Gross
                                                 Unrealized Unrealized
(dollars in thousands)                 Amortized   Holding   Holding     Fair
December 30, 2000                        Cost       Gains     Losses    Value
______________________________________________________________________________
Available-for-sale:
Pennsylvania state and municipal bonds $ 145,075 $      90 $     884 $ 144,281
U.S. Treasury securities                   1,022         8     ---       1,030
U.S. Government federal agency notes     247,094     ---       ---     247,094
Equity securities                          3,131    13,236     ---      16,367
Other short-term investments               1,446     ---       ---       1,446
______________________________________________________________________________
                                       $ 397,768 $  13,334 $     884 $ 410,218
==============================================================================

      Maturities of marketable securities classified as available-for-sale at
December 29, 2001, were as follows:

                                               Amortized         Fair
(dollars in thousands)                            Cost          Value
______________________________________________________________________
Available-for-sale:
Due within one year                         $     11,945  $     11,945
Due after one year through five years              2,531         2,569
Equity securities                                  3,125        14,161
______________________________________________________________________
                                            $     17,601  $     28,675
======================================================================

See additional disclosures regarding marketable securities in notes 1(d)
and 12.

                                    14
<PAGE>
                              Weis Markets, Inc.

Note 3  Inventories
Merchandise inventories, as of December 29, 2001 and December 30, 2000,
were valued as follows:

(dollars in thousands)                                      2001         2000
______________________________________________________________________________
LIFO                                                 $    134,544 $    135,632
Average cost                                               35,408       32,909
______________________________________________________________________________
                                                     $    169,952 $    168,541
==============================================================================

      If all inventories were valued on the average cost method, which
approximates current cost, total inventories would have been $41,014,000
and $42,908,000 higher than as reported on the above methods as of December
29, 2001 and December 30, 2000, respectively.

      Although 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, 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.

(dollars in thousands,
 except per share amounts)          2001            2000           1999
_________________________________________________________________________
Net income                   $     48,947    $     73,477    $     79,368
Basic and diluted
 earnings per share          $       1.52    $       1.76    $       1.90
=========================================================================

Note 4  Property and Equipment
Property and equipment, as of December 29, 2001 and December 30, 2000,
consisted of:

                                   Useful Life
(dollars in thousands)              (in years)           2001            2000
______________________________________________________________________________
Land                                              $     69,103    $     63,341
Buildings and improvements             10-60           325,775         312,462
Equipment                               3-12           475,472         462,079
Leasehold improvements                  5-20            99,692          97,310
______________________________________________________________________________
   Total, at cost                                      970,042         935,192
Less accumulated depreciation
 and amortization                                      530,065         493,373
______________________________________________________________________________
                                                  $    439,977    $    441,819
==============================================================================
                                    15
<PAGE>
                              Weis Markets, Inc.

Note 5  Lease Commitments
At December 29, 2001, the company leased approximately 59% of its open
store facilities under operating leases that expire at various dates up to
2024.  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:
(dollars in thousands)                       2001          2000         1999
______________________________________________________________________________
Minimum annual rentals                $     29,706  $     27,685  $     25,794
Contingent rentals                             219           297           286
______________________________________________________________________________
                                      $     29,925  $     27,982  $     26,080
==============================================================================

      The following is a schedule by year of future minimum rental payments
required under operating leases that have initial or remaining non-
cancelable lease terms in excess of one year as of December 29, 2001.

(dollars in thousands)
______________________________________________________________________________
2002                                                            $       28,861
2003                                                                    28,122
2004                                                                    26,892
2005                                                                    23,415
2006                                                                    21,370
Thereafter                                                             155,982
______________________________________________________________________________
                                                                $      284,642
==============================================================================

      The company has $1,435,000 accrued for future minimum rental payments
due on previously closed stores, reduced by the estimated sub-rental income
to be received.  The future minimum rental payments required under
operating leases for these locations are included in the above schedule.

      As of December 29, 2001, the future minimum rentals to be received under
non-cancelable leases and subleases were $5,431,000.

Note 6  Retirement Plans
The company has a contributory retirement savings plan (401(k)) covering
substantially all full-time employees, a noncontributory profit-sharing
plan covering eligible employees, a noncontributory employee stock bonus
plan covering eligible employees and two supplemental retirement plans
covering certain officers of the company.  An eligible employee as defined
in the Weis Markets, Inc. Profit Sharing Plan includes salaried employees,
store management and administrative support personnel.  The company's
policy is to fund 401(k), profit-sharing and stock bonus costs accrued, but
not supplemental retirement costs.  Contributions to the 401(k) plan, the
profit-sharing plan and the stock bonus plan are made at the sole
discretion of the company.

      The company's supplemental retirement plans provide 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 $7,551,000 and
$7,536,000 at December 29, 2001 and December 30, 2000, respectively.

Retirement plan costs amounted to:
(dollars in thousands)                2001            2000            1999
___________________________________________________________________________
Retirement savings plan         $       955     $       945     $       907
Profit-sharing plan                     850             850             850
Employee stock bonus plan                40              40              40
Supplemental retirement plans           303             617             600
___________________________________________________________________________

                                $     2,148     $     2,452     $     2,397
===========================================================================

      The company has no other post-retirement benefit plans.

                                    16
<PAGE>
                              Weis Markets, Inc.

Note 7  Incentive Plans
(a)  Stock Option Plan
The company has an incentive stock option plan for officers and other key
employees under which 191,039 shares of common stock are reserved for
issuance at December 29, 2001.  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 29, 2001, in options
outstanding under the plan were as follows:

                                               Weighted-Average      Shares
                                                Exercise Price    Under Option
____________________________________________________________________________
Balance, December 26, 1998                            $31.14          59,618
Granted                                               $37.53          41,761
Exercised                                             $26.79          (3,300)
Forfeited                                             $31.46         (12,359)
____________________________________________________________________________
Balance, December 25, 1999                            $34.37          85,720
Granted                                               $35.13          35,450
Exercised                                             $27.30          (1,250)
Forfeited                                             $33.53          (3,400)
____________________________________________________________________________
Balance, December 30, 2000                            $34.70         116,520
Granted                                               $32.72           5,750
Exercised                                             $27.81          (1,300)
Forfeited                                             $35.40            (950)
____________________________________________________________________________
Balance, December 29, 2001                            $34.68         120,020
============================================================================

      Exercise prices for options outstanding as of December 29, 2001 ranged
from $26.25 to $37.94.  The weighted-average remaining contractual life of
those options is 5.9 years.  As of December 29, 2001, all options are
exercisable.

(b)  Company Appreciation Plan
Under the 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 2001, 2000 and 1999, 20,100, 56,750 and 55,200 rights,
respectively, were awarded under the program.  Earnings were credited
$188,000 in 2001, credited $95,000 in 2000 and charged $295,000 in 1999 for
appropriate changes to the accrued expense for this plan.

Note 8  Long-Term Debt
The company entered into an unsecured $60 million bridge credit agreement
on May 7, 2001, to provide funds for general corporate purposes.  The
availability under the bridge credit agreement, which was reduced to $45
million on November 15, 2001, is on a revolving basis with a final maturity
of March 29, 2002.  As of December 29, 2001, the unused portion of the
facility was $20 million, of which the company incurs a commitment fee of
 .25% on the unused balance.  The debt amount outstanding at December 29,
2001 is classified as long-term based upon management's intent to refinance
under this facility.

      On June 18, 2001, the company signed a commitment letter to establish a
three-year unsecured revolving credit facility in the amount of $100
million to provide funds to repay the bridge loan facility and for general
corporate purposes including working capital and letters of credit.
Management anticipates completion of this new long-term credit facility
before the March bridge loan maturity date.

      The weighted-average interest rate for funds borrowed via the credit
facility was 3.0% as of December 29, 2001.

                                    17
<PAGE>
                              Weis Markets, Inc.

Note 9  Income Taxes
The provision for income taxes consists of:

(dollars in thousands)                   2001          2000          1999
__________________________________________________________________________
Currently payable:
Federal                           $     26,637  $     31,367  $     31,998
State                                    3,773         9,150        12,083
Deferred:
Federal                                  1,005         2,151         1,546
State                                      377           321        (1,337)
__________________________________________________________________________
                                  $     31,792  $     42,989  $     44,290
==========================================================================

The following is a reconciliation between the applicable income tax
expense and the amount of income taxes that would have been provided at the
Federal statutory rate.  The statutory rate was 35% in 2001, 2000 and 1999.

(dollars in thousands)                   2001          2000          1999
__________________________________________________________________________
Tax at statutory rate             $     28,646  $     40,884  $     43,405
State income taxes, net
 of federal income tax benefit           2,697         5,204         7,282
Other (principally tax-exempt
 investment income in 2000 and 1999)       449        (3,099)       (6,397)
__________________________________________________________________________
Actual provision (effective tax
 rate 38.8%, 36.8% and 35.7%,
 respectively)                    $     31,792  $     42,989  $     44,290
==========================================================================

     Cash paid for income taxes was $30,051,000, $39,729,000 and $52,809,000 in
2001, 2000 and 1999, respectively.

      The tax effects of temporary differences that give rise to deferred tax
assets and deferred tax liabilities at December 29, 2001 and December 30,
2000, are presented below:

(dollars in thousands)                        2001            2000
___________________________________________________________________
Deferred tax assets:
 Accounts receivable                    $       675     $       858
 Compensated absences                           680             692
 Employee benefit plans                       4,852           4,606
 General liability insurance                  1,699           1,178
 Litigation settlement                        ---             2,033
 Nondeductible accruals and other               310             306
___________________________________________________________________
  Total deferred tax assets                   8,216           9,673
___________________________________________________________________
Deferred tax liabilities:
 Inventories                                 (8,254)         (6,650)
 Unrealized gain on marketable securities    (4,595)         (5,166)
 Depreciation                               (16,051)        (17,731)
___________________________________________________________________
  Total deferred tax liabilities            (28,900)        (29,547)
___________________________________________________________________
 Net deferred tax liability            $    (20,684)   $    (19,874)
___________________________________________________________________
Current deferred liability - net       $     (4,633)   $     (2,143)
Noncurrent deferred liability - net         (16,051)        (17,731)
___________________________________________________________________
 Net deferred tax liability            $    (20,684)   $    (19,874)
===================================================================
                                    18
<PAGE>
                              Weis Markets, Inc.

Note 10  Comprehensive Income
(dollars in thousands)                      2001          2000          1999
_____________________________________________________________________________
Net income                           $     50,055  $     73,823  $     79,725
Other comprehensive income by
 component, net of tax: Unrealized
 holding gains (losses) arising during
 period(Net of deferred taxes of $335,
 $488 and $(5,031), respectively)            (471)          690        (7,093)
Reclassification adjustment for gains
 included in net income(Net of deferred
 taxes of $236, $530 and $0, respectively)   (334)         (749)         ---
_____________________________________________________________________________
Other comprehensive income, net of tax       (805)          (59)       (7,093)
_____________________________________________________________________________
Comprehensive income                 $     49,250  $     73,764  $     72,632
=============================================================================

Note 11  Summary of Quarterly Results (Unaudited)
Quarterly financial data for 2001 and 2000 are as follows:

(dollars in thousands,
except per share amounts)                 Thirteen Weeks Ended
______________________________________________________________________________
                       Mar. 31, 2001 June 30, 2001 Sep. 29, 2001 Dec. 29, 2001
______________________________________________________________________________
Net sales              $    489,095  $    492,414  $    498,832  $    507,905
Gross profit on sales       130,186       131,195       135,854       133,945
Net income                   17,194         8,706        11,703        12,452
Basic and diluted
 earnings per share             .41           .26           .43           .46

                                                                   Fourteen
(dollars in thousands,                                               Weeks
except per share amounts)         Thirteen Weeks Ended               Ended
______________________________________________________________________________
                       Mar. 25, 2000 June 24, 2000 Sep. 23, 2000 Dec. 30, 2000
______________________________________________________________________________
Net sales              $    519,750  $    508,957  $    485,875  $    546,394
Gross profit on sales       130,063       134,878       133,326       144,596
Net income                   17,878        21,658        19,103        15,184
Basic and diluted
 earnings per share             .43           .52           .46           .36

Note 12  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.  The carrying
amount for long-term debt approximates fair value based upon the company's
incremental borrowing rates.

Note 13  Acquisitions
On January 17, 2000 and January 31, 2000, the company acquired two stores
located in central Pennsylvania and two stores in Maryland from Fleming
Food Companies, Inc.  On February 22, 1999, the company acquired four
stores located in central Pennsylvania from Penn Traffic, Inc.  These
acquisitions were cash-only transactions accounted for by the purchase
method.  Goodwill arising from these transactions, which is not material,
is currently amortized over a 15-year period on a straight-line basis.

Note 14  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.

                                    19
<PAGE>
                              Weis Markets, Inc.

                       Report of Independent Auditors

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 29, 2001 and December 30, 2000, and the
related consolidated statements of income, shareholders' equity and cash
flows for each of the three years in the period ended December 29, 2001.
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 audits.

      We conducted our audits in accordance with auditing standards generally
accepted in the United States.  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 audits provide a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Weis Markets, Inc. at December 29, 2001 and December 30, 2000,
and the consolidated results of its operations and its cash flows for each
of the three years in the period ended December 29, 2001, in conformity
with accounting principles generally accepted in the United States.



Harrisburg, PA                                            Ernst & Young LLP
January 31, 2002

                                    20
<PAGE>
                              Weis Markets, Inc.

                                   PART III

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

                None.

Item 10.        Directors and Executive Officers of the Registrant:

"Election of Directors" on pages 5 and 6 of the Weis Markets, Inc.
definitive proxy statement dated March 8, 2002 is incorporated herein by
reference.

Officers not listed in the Weis Markets, Inc. definitive proxy statement
dated March 8, 2002:

Robert P. Hermanns.  The company hired Mr. Hermanns in 2001 as Vice
President Chief Operating Officer.  Mr. Hermanns served as Chief Executive
Officer of Shopeze in 1999 and 2000 and was Chief Operating Officer for
Procurement and Logistics at American Stores Company from 1995 through
1997.

Edward W. Rakoskie, Jr.  The company has employed Mr. Rakoskie since 1962
in various operations positions.  Mr. Rakoskie served as Vice President
Store Operations from 1995 through 1997 and was promoted to Vice President
of Operations in 1998.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires that directors
and officers of the Company and beneficial owners of more than 10% of its
Common Stock file reports with the Securities and Exchange Commission with
respect to changes in their beneficial ownership of equity securities of the
company.  Ellen W. P. Wasserman became a ten percent owner, on May 7th 2001,
due to the company buy back of 14,447,242 shares from the family members of the
late Sigfried Weis.  The required Form 3 was not filed within 10 days of the
event, but was filed at a later date.  Mrs. Wasserman's ownership was reported
correctly in the Company Proxy Statement dated May 28, 2001.

Item 11.        Executive Compensation:

"Committees of the Board and Meeting Attendance," Compensation Committee
Interlocks and Insider Participation," "Summary Compensation Table,"
"Option/SAR Grants in Last Fiscal Year," "Aggregated Option/SAR Exercises
in Last Fiscal Year and FY-End Option/SAR Values," "Board Compensation
Committee Report on Executive Compensation," "Shareholder Return
Performance," "Comparative Five-Year Total Returns," and "Retirement
Plans," on pages 6 through 11 of the Weis Markets, Inc. definitive proxy
statement dated March 8, 2002 are incorporated herein by reference.


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

"Outstanding Voting Securities and Voting Rights" on page 4 of the Weis
Markets, Inc. definitive proxy statement dated March 8, 2002 is
incorporated herein by reference.


Item 13.        Certain Relationships and Related Transactions:

Other Arrangements: Central Properties, Inc., a Pennsylvania corporation
("Central Properties"), owns the land under a company store and an adjacent
parking lot in Lebanon, Pennsylvania.  Central Properties leased these
properties to the company for $80,049 in 2001.  The stockholders of Central
Properties include Michael M. Apfelbaum and certain of his family members,
Jonathan H. Weis and Robert F. Weis, each of whom is a director of the
company.

                                    21
<PAGE>
                              Weis Markets, Inc.

                                    PART IV

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

(a)            See Part II Item 8 "Financial Statements and Supplementary
               Data" contained within this document.  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.

(b)            There were no reports on Form 8-K filed during the quarter
               ended December 29, 2001.

(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
               21      Subsidiaries of the Registrant

                       Exhibits 10-A and 10-B 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.

                                    22
<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 03/08/2002                             /s/   Robert F. Weis
     __________                             ___________________________
                                                  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 03/08/2002                             /s/   Robert F. Weis
     __________                             ___________________________
                                                  Robert F. Weis
                                             Chairman of the Board of
                                                      Directors,
                                             and Treasurer and Director



Date 03/08/2002                             /s/   Norman S. Rich
     __________                             ___________________________
                                                  Norman S. Rich
                                               President and Director



Date 03/08/2002                             /s/   William R. Mills
     __________                             ___________________________
                                                 William R. Mills
                                         Vice President Finance, Secretary
                                                    and Director



Date 03/08/2002                             /s/   Jonathan H. Weis
     __________                             ___________________________
                                                  Jonathan H. Weis
                                               Vice President Property
                                              Management and Development
                                                     and Director



Date 03/07/2002                             /s/   Richard E. Shulman
     __________                             ___________________________
                                                  Richard E. Shulman
                                                       Director

                                    23
<PAGE>
                              Weis Markets, Inc.


Date 03/08/2002                             /s/   Michael M. Apfelbaum
     __________                             ___________________________
                                                Michael M. Apfelbaum
                                                      Director





Date 03/07/2002                                /s/  Steven C. Smith
     __________                             ___________________________
                                                   Steven C. Smith
                                                      Director

                                    24
<PAGE>
                               Weis Markets, Inc.
                                                                   EXHIBIT 21

                                WEIS MARKETS, INC.
                         SUBSIDIARIES OF THE REGISTRANT


                                                                Percent
                                                State of        Owned by
                                              Incorporation     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%

WMK Holdings, Inc.                              Delaware          100%

The consolidated financial statements include the accounts of the company
and its subsidiaries.

                                     25

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<FILENAME>bylaws.txt
<TEXT>
                         AMENDED AND RESTATED BY-LAWS
                                      of
                              WEIS MARKETS, INC.

                         (a Pennsylvania corporation)

                                  ARTICLE I


                                   OFFICES

Section 1.1     Registered Office.  The registered office of the corporation
in Pennsylvania shall be at the place designated in the Articles of
Incorporation, subject to transfer upon notice to the Secretary of the
Commonwealth of Pennsylvania as may be permitted by law.

Section 1.2     Other Offices.  The corporation may also have offices at
such other places as the Board of Directors may from time to time appoint or
the business of the corporation may require.

                                 ARTICLE II

                                    SEAL

The corporation's seal shall have inscribed thereon the name of the
corporation, the year of its incorporation and the words "Corporate Seal
Pennsylvania."  Such seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                ARTICLE III

                           SHAREHOLDERS MEETINGS

Section 3.1     Place of Meetings.  All meetings of the shareholders shall
be held at the registered office of the corporation or at such other place,
within or without the Commonwealth of Pennsylvania, as the Board of Directors
may from time to time determine.

Section 3.2     Annual Meeting.  An annual meeting of the shareholders
shall be held each year at such time and on such date as shall be designated by
resolution of the Board of Directors for the election of Directors and the
transaction of such other business as may properly be brought before the
meeting.

Section 3.3     Special Meetings.

(a)     Special meetings of the shareholders may be called at any time by
a resolution adopted by a majority of the Board of Directors or by written
request given to the Secretary of the corporation by the Chairman of the Board,
by the Chief Executive Officer or by the holders of at least 40% of the voting
power of the outstanding shares of the corporation which would be entitled to
vote at the special meeting.

(b)     If called by a majority of the Board of Directors, a resolution of the
Board of Directors shall state the purpose or purposes of the meeting.  If
called by the Chairman of the Board, the Chief Executive Officer or
shareholders, a request for a special meeting shall state the purpose or
purposes of the meeting.

(c)     Upon receipt of a proper request for a special meeting, it shall be
the duty of the Secretary to fix (unless fixed in the resolution of the Board
calling the meeting) the time and date of such meeting to be held not less than
thirty (30) days nor more than ninety (90) days (60 days in the case of a
meeting called pursuant to statutory right) after receipt of the request, and
to give notice stating the time, date, place and purpose or purposes of the
meeting.  If the Secretary shall fail to fix the time and date of the meeting
and give notice thereof on or before the latest date that such notice may be
given under law and the Articles and By-Laws of the corporation, the person or
persons calling the meeting may do so at any time within 30 days thereafter by
giving notice of the meeting to be held not less than 30 nor more than 60 days
after the date such notice is given.

(d)     The business transacted at a special meeting shall be confined to
the purpose or purposes stated in the notice of the meeting and matters germane
thereto.

Section 3.4     Notice of Meetings.

(a)     Notice of every meeting of the shareholders shall be given by or at
the direction of the Secretary to each shareholder of record entitled to vote at
the meeting, at least five (5) days prior to the date named for the meeting,
unless a greater period of notice is required by law in a particular case.  Such
notice need not be given to shareholders not entitled to vote at the meeting
unless such shareholders are entitled by law to such notice in a particular
case.

(b)     Notice may be given to the shareholder personally or by sending a
copy thereof by first class or express mail, postage prepaid, or courier
service, charges prepaid, to his postal address appearing on the books of the
corporation, and any notice so sent shall be deemed to have been given to the
person entitled thereto when deposited in the United States mail or with a
courier service for delivery to that person.  To the extent permitted by law,
notice may also be sent to a shareholder by other classes of United States mail
to his postal address, or by facsimile transmission, e-mail or other electronic
communication to his facsimile number or his address for e-mail or other
electronic communications supplied by him to the corporation for the purpose of
notice and, unless otherwise provided by law, any notice so sent shall be deemed
to have been given to the person entitled thereto when sent.

(c)     Such notice shall specify the day and hour and the geographic
location, if any, of the meeting, and, in the case of a special meeting, shall
state the general nature of the business to be transacted and, in the case of an
annual meeting, shall state the nature of the business to be transacted if and
to the extent required by law.

(d)     Upon adjournment of an annual or special meeting of shareholders
it shall not be necessary to give any notice of the adjourned meeting or of the
business to be transacted thereat, other than by announcement at the meeting at
which such adjournment is taken.

Section 3.5     Waiver of Notice.  Whenever any notice is required to be
given to a shareholder under the provisions of applicable law or by the
Articles or these By-Laws, a waiver thereof in writing, signed by such
shareholder either before or after the time stated therein, and whether before
or after the meeting, shall be deemed equivalent to the giving of due notice.
Neither the business to be transacted at, nor the purpose of, the meeting need
be specified in the waiver of notice of such meeting.  Attendance of any
shareholder, either in person or by proxy, at any meeting shall constitute a
waiver of notice of such meeting unless such shareholder entitled to notice
attends the meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting was not
lawfully called or convened.

Section 3.6     Quorum.  The presence, in person or by proxy, of the
shareholders entitled to cast at least a majority of the votes which all
shareholders are entitled to cast on the particular matter shall constitute a
quorum for the purpose of considering such matter at any meeting of the
shareholders for the election of Directors or for the transaction of other
business except as otherwise provided by statute or in the Articles or these
By-Laws.  The shareholders present at a duly organized meeting can continue to
do business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.  If, however, any meeting of
shareholders cannot be organized because a quorum has not attended, the
shareholders entitled to vote thereat present, in person or by proxy, shall have
the power to adjourn the meeting to such time and place as they may determine
and in the case of any meeting called for the election of Directors, those who
attend such adjourned meeting, although less than a quorum, shall nevertheless
constitute a quorum for the purpose of electing Directors.

Section 3.7     Shareholders Entitled to Vote.  Subject to the provisions of
this Section and Section 3.9 and except as may be otherwise provided by law or
in the Articles of Incorporation, every shareholder shall have the right at
every shareholders' meeting to cast one vote for every share having voting power
standing in his name on the books of the corporation.  In the event the Board
of Directors shall fix a time, not less than ten (10) or more than ninety (90)
days prior to the date of any meeting of shareholders, as a record date for the
determination of the shareholders entitled to notice of and to vote at any such
meeting, only such shareholders as shall be shareholders of record on the date
so fixed shall be entitled to notice of, or to vote at, such meeting
notwithstanding any transfer of shares on the books of the corporation after
such record date.  If a record date shall not be fixed by the Board of Directors
for a particular shareholders' meeting, the record date for determining the
shareholders entitled to notice of and to vote at the meeting shall be the close
of business on the fifth business day preceding the date notice of the meeting
was first given by the corporation.

Section 3.8     Shareholders May Vote in Person or by Proxy.  Every
shareholder entitled to vote at a meeting of shareholders may authorize another
person to act for him by proxy.  Every proxy shall be executed or authenticated
by the shareholder or his duly authorized attorney-in-fact and filed with or
transmitted to the Secretary of the corporation or its designated agent.  A
shareholder or his duly authorized attorney-in-fact may execute or authenticate
a writing or transmit an electronic message to the Secretary or the
corporation's designated agent authorizing another person to act for him by
proxy.  A telegram, telex, cablegram, datagram, e-mail, Internet communication
or other means of electronic transmission from a shareholder or attorney-in-
fact, or a photographic, facsimile or similar reproduction of a writing executed
by a shareholder or attorney-in-fact, may be treated by the judges of election
as properly executed or authenticated for purposes of this Section and shall be
so treated if it sets forth or utilizes a confidential and unique identification
number or other mark furnished by the corporation to the shareholder for
purposes of the particular meeting.

A proxy, unless coupled with an interest, shall be revocable at will,
notwithstanding any other agreement or any provision in the proxy to the
contrary, but the revocation of a proxy shall not be effective until notice
thereof has been given to the Secretary of the corporation or its designated
agent.  No unrevoked proxy shall be valid after eleven (11) months from the
date of its execution, authentication or transmission, unless a longer time is
expressly provided therein, but in no event shall a proxy, unless coupled with
an interest, be valid to vote with respect to more than one meeting (and any
adjournment thereof) or to vote at any annual meeting other than the next
annual meeting (and any adjournment thereof) to be held after the date of
execution, authentication or transmission thereof.  A proxy shall not be revoked
by the death or incapacity of the maker unless, before the vote is counted or
the authority is exercised, written notice of such death or incapacity is given
to the Secretary of the corporation.

Section 3.9     Elections of Directors; Cumulative Voting.  Elections for
Directors need not be by ballot unless required by vote of the shareholders
before the voting for election of Directors begins.  In each election for
Directors, every shareholder entitled to vote therein shall have the right, in
person or by proxy, to multiply the number of votes to which he may be entitled
by the total number of Directors to be elected in the same election, and he may
cast the whole number of such votes for one candidate or he may distribute them
among any two or more candidates.  The candidates receiving the highest number
of votes validly cast, up to the number of Directors to be elected in the
particular election, shall be elected.

Section 3.10    Voting Lists.  The officer or agent having charge of the
transfer books for shares of the corporation shall make a complete list of the
shareholders entitled to vote at the meeting, arranged in alphabetical order,
with the address of and the number of shares held by each, which list shall be
produced and kept open at the time and place of the meeting, and shall be
subject to the inspection of any shareholder during the whole time of the
meeting for the purposes thereof, except that if the corporation has five
thousand or more shareholders, in lieu of the making of such list, the
corporation may make the information therein available at the meeting by any
other means.

Section 3.11    Judges of Election.  In advance of any meeting of
shareholders, the Board of Directors may appoint Judges of Election, who may but
need not be shareholders, to act at such meeting or any adjournment thereof.  If
Judges of Election be not so appointed, the Chairman of any such meeting may,
and on the request of any shareholder or his proxy shall, make such appointment
at the meeting.  The number of Judges shall be one or three.  If appointed at
the meeting on the request of one or more shareholders or proxies, the question
whether one or three Judges are to be appointed shall be determined by the
Chairman of the meeting.  No person who is a candidate for office to be filled
at the meeting shall act as a Judge.  In case any person appointed as Judge
fails to appear or fails or refuses to act, the vacancy may be filled by
appointment made by the Board of Directors in advance of the convening of the
meeting, or at the meeting by the person acting as Chairman.  The Judges of
Election shall have the power to determine the number of shares outstanding and
the voting power of each, the number of shares represented at the meeting, the
existence of a quorum and the authenticity, validity and effect of proxies, to
receive votes or ballots, hear and determine all challenges and questions in
any way arising in connection with the right to vote, count and tabulate all
votes and determine the result and to do such acts as may be proper to conduct
the election or vote with fairness to all shareholders.  They shall, if
requested by the Chairman of the meeting or any shareholder or his proxy, make
a written report of any matter determined by them and execute a certificate of
any fact found by them, which shall be prima facie evidence of the facts stated
therein.  If there be three Judges of Election, the decision, act or certificate
of a majority shall be effective in all respects as the decision, act, or
certificate of all.

Section 3.12    Informal Action by Shareholders.  Except as may be
otherwise provided by statute or in the Articles of Incorporation,
notwithstanding anything to the contrary contained in these By-Laws, any action
which may be taken at a meeting of the shareholders may be taken without a
meeting, if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders who would be entitled to vote at a meeting for
such purpose and shall be filed with the Secretary of the corporation.

Section 3.13    Notice of Business to be Presented at Shareholder Meetings.

(a)     Annual Meetings of Shareholders.  The proposal of business to be
considered by the shareholders at an annual meeting of shareholders may be made
(i) pursuant to the corporation's notice of meeting, (ii) by or at the direction
of the Board of Directors or (iii) by any shareholder of the corporation who was
a shareholder of record at the time of giving of notice provided for in this
Section, who is entitled to vote at the meeting and who has complied with the
notice procedures set forth in this Section.  For business to be properly
brought before an annual meeting by a shareholder pursuant to clause (iii) of
the preceding sentence, such business must be a proper matter for shareholder
action, the shareholder must have given timely notice thereof in writing to
the Secretary of the corporation and such notice must comply with the following
requirements:

(1)     To be timely, a shareholder's notice given pursuant to this Section must
be received at the principal executive offices of the corporation, addressed to
the Secretary, not less than 120 calendar days before the date of the
corporation's proxy statement released to shareholders in connection with the
previous year's annual meeting or, if none, its most recent previous annual
meeting.  Notwithstanding the preceding sentence, if the date of the annual
meeting at which such business is to be presented has been changed by more than
30 days from the date of the most recent previous annual meeting, a
shareholder's notice shall be considered timely if so received by the
corporation (i) on or before the later of (x) 150 calendar days before the date
of the annual meeting at which such business is to be presented or (y) 30 days
following the first public announcement by the corporation of the date of such
annual meeting and (ii) not later than 15 calendar days prior to the scheduled
mailing date of the corporation's proxy materials for such annual meeting.  In
no event shall the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of a shareholder's notice as described
above.

(2)     A shareholder's notice given pursuant to this Section shall set forth
(A) the name and address of the shareholder who intends to make the proposal
and the classes and numbers of shares of the corporation's stock beneficially
owned by such shareholder; (B) a representation that the shareholder is and will
at the time of the annual meeting be a holder of record of stock of the
corporation entitled to vote at such meeting on the proposal(s) specified in the
notice and intends to appear in person or by proxy at the meeting to present
such proposal(s), (C) a description of the business the shareholder intends to
bring before the meeting, including the text of any proposal or proposals to be
presented for action by the shareholders, (D) the name and address of any
beneficial owner(s) of the corporation's stock on whose behalf such business is
to be presented and the class and number of shares beneficially owned by each
such beneficial owner and (E) the reasons for conducting such business at the
meeting and any material interest in such business of such shareholder or any
such beneficial owner.

(b)     Special Meetings of Shareholders.  Only such business shall be
conducted at a special meeting of shareholders as shall have been brought before
the meeting pursuant to Section 3.3.

(c)     General.  (i)  Only such business shall be conducted at a meeting of
shareholders as shall have been brought before the meeting in accordance with
the procedures set forth or referred to in this Section.  The Chairman of the
meeting shall have the power and the duty to determine whether any business
proposed to be brought before a meeting was proposed in accordance with the
procedures set forth in this Section and, if any business is not in compliance
with this Section, to declare that such defective proposal shall be disregarded.

(ii)    For purposes of this Section and Section 3.14, (A) "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
the Associated Press or a comparable national news service or in a document
publicly filed by the corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") and (B) "beneficial ownership" shall be determined in accordance
with Rule 13d-3 under the Exchange Act or any successor rule.

(iii)   Notwithstanding the foregoing provisions of this Section, a
shareholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section and Section 3.14.  Nothing in this Section shall be deemed
to affect any rights of a shareholder to request inclusion of a proposal in the
corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act, or
any successor rule, or to present for action at an annual meeting any proposal
so included.

Section 3.15    Notice of Nominations of Director Candidates.

(a)     Notice of Nominations.  The nomination of any candidate or candidates
for election as a Director of the corporation at an annual meeting of
shareholders or a special meeting called for the election of Directors may be
made (i) pursuant to the corporation's Proxy Statement, (ii) by or at the
direction of the Board of Directors or (iii) by any shareholder of the
corporation who was a shareholder of record at the time of giving of notice
provided for in this Section, who is entitled to vote at the meeting and who has
complied with the notice procedures set forth in this Section.  For the
nomination of any Director candidate or candidates to be properly brought before
an annual or special meeting by a shareholder pursuant to clause (iii) of the
preceding sentence, the shareholder must have given timely notice thereof in
writing to the Secretary of the corporation and such notice must comply with the
following requirements:

(1)     To be timely, a shareholder's notice given pursuant to this Section must
be received at the principal executive offices of the corporation, addressed to
the Secretary,

(A)     in the case of an annual meeting of shareholders, not less than 120
calendar days before the date of the corporation's proxy statement released to
shareholders in connection with the previous year's annual meeting or, if none,
its most recent previous annual meeting.  Notwithstanding the preceding
sentence, if the date of the annual meeting at which such nomination is to be
presented has been changed by more than 30 days from the date of the most recent
previous annual meeting, a shareholder's notice shall be considered timely if
so received by the corporation (i) on or before the later of (x) 150 calendar
days before the date of the annual meeting at which such business is to be
presented or (y) 30 days following the first public announcement by the
corporation of the date of such annual meeting and (ii) not later than 15
calendar days prior to the scheduled mailing date of the corporation's proxy
materials for such annual meeting.

(B)     in the case of a special meeting of shareholders called to elect one or
more Directors, not later than 10 calendar days after the date of the first
public announcement by the corporation announcing the call of a special meeting
of shareholders to elect one or more Directors and containing at least the
following information:  (i) the earliest date at which such special meeting may
be held and (ii) the maximum number of Directors to be elected at such meeting.

In no event shall the public announcement of an adjournment of an annual or
special meeting commence a new time period for the giving of a shareholder's
notice as described above.

(2)     A shareholder's notice given pursuant to this Section shall set forth
(A) the name and address of the shareholder who intends to make the nominations
and of each proposed nominee; (B) a representation that the shareholder is and
will at the time of the meeting be a holder of record of stock of the
corporation entitled to vote at such meeting in the election of Directors and
intends to appear in person or by proxy at the meeting to place in nomination
the names of the candidates named in the notice, (C) a description of all
arrangements or understandings between the notifying shareholder and each
nominee and any other person or persons (naming such person or persons) pursuant
to which the nomination or nominations are to be made by the notifying
shareholder; (D) the classes and numbers of shares of the corporation's stock
beneficially owned by the notifying shareholder, each proposed nominee and each
other person identified pursuant to clause (C); (D) such other information
regarding each nominee as would be required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
the nominee been nominated by the Board of Directors; and (E) the written
consent of each nominee to serve as a Director of the corporation if elected.

(b)     Validity of Nominations.  Only those candidates whose names have been
placed in nomination at the meeting prior to the commencement of voting and
in accordance with the procedures set forth in this Section shall be eligible
for election as a Director at any meeting of shareholders.  The Chairman of the
meeting shall have the power and duty to determine whether any candidate for
election as a Director has been nominated in accordance with the procedures set
forth in this Section, and if any nomination is not in compliance with this
Section, to declare that such candidate is ineligible for election.  Votes in
favor of any candidate not nominated and eligible for election in accordance
with the procedures set forth in this Section shall be disregarded.

                                 ARTICLE IV

                                 DIRECTORS

Section 4.1     Number; Term of Office; Independent Directors.

(a)     The business and affairs of the corporation shall be managed by a
Board of not less than five (5) Directors who shall be persons of full age.
Initially the number of Directors shall be as stated in the Articles of
Incorporation, and thereafter it shall be such number as shall have been last
specified by resolution (if any) of the Board of Directors or shareholders.
Directors need not be residents of Pennsylvania or shareholders in the
corporation.  At each annual meeting the Directors shall be elected by the
shareholders to serve for a term of one (1) year and until their respective
successors shall be elected and shall qualify.

(b)     The Board of Directors shall include at least three (3) "Independent"
Directors (as that term is defined in Section 303.01 of the Listed Company
Manual of the New York Stock Exchange or any successor provision thereto).  For
the avoidance of doubt, none of Robert F. Weis, his spouse and his children
(collectively, "Robert Weis Family Members") shall be considered "Independent"
for purposes of that definition.  Notwithstanding the foregoing, if the Board of
Directors shall, due to death, disability, resignation or otherwise, at any time
temporarily not include three Independent Directors, such failure to have three
(3) Independent Directors shall not affect the validity of actions taken by the
Board of Directors.

Section 4.2     Vacancies.  Vacancies in the Board of Directors, whether or not
caused by an increase in the number of Directors, may be filled by a majority of
the remaining members of the Board though less than a quorum, and each person
so elected shall be a Director to serve for the balance of the unexpired term.

Section 4.3     Place of Meetings.  The meetings of the Board of Directors may
be held at such place within or without the Commonwealth of Pennsylvania as a
majority of the Directors may from time to time by resolution appoint, or as may
be designated in the notice or waiver of notice of a particular meeting; in the
absence of specification, such meetings shall be held at the registered office
of the corporation.

Section 4.4     First Meeting.  The first meeting of each newly elected Board of
Directors shall be held without notice immediately after the annual meeting of
the shareholders at the place where the shareholders' meeting was held, for the
purpose of organization, the election of officers and the transaction of other
business; or such meeting may convene at such other time and place as may be
fixed by resolution of the shareholders adopted at the meeting at which the
Directors were elected, or by the consent in writing of all the Directors.

Section 4.5     Regular Meetings.  Regular meetings of the Board of Directors
may be held at such times as the Board may by resolution determine.  If any
day fixed for a regular meeting shall be a legal holiday, then the meeting shall
be held at the same hour and place on the next succeeding secular day.

Section 4.6     Special Meetings.  Special meetings of the Board of Directors
may be called at any time by the Chairman of the Board or the Chief Executive
Officer, and shall be called upon the written request of any two or more
Directors delivered to the Secretary.  Any such request by Directors shall state
the time, place and purpose or purposes of the proposed meeting, and upon
receipt of such request it shall be the duty of the Secretary to issue the
notice for such meeting promptly.  If the Secretary shall neglect to issue such
notice, the Directors making the request may do so.

Section 4.7     Notice of Meetings.  Regular meetings of the Board of Directors
may be held without notice, unless any such meetings are held at other than the
usual time or place, in which event, written notice shall be given to each
Director at least five (5) days prior to the day fixed for the meeting.  Written
notice of a special meeting shall be given to each Director in a manner
reasonably calculated to be received by him or at his address at least twenty-
four (24) hours before the meeting.  Any written notice herein required may be
given to a Director personally or by sending a copy thereof by first class or
express mail, postage prepaid, or courier service, charges prepaid, to his
postal address appearing on the books of the corporation or supplied by him to
the corporation for the purpose of notice, and any notice so sent shall be
deemed to have been given to the Director when deposited in the United States
mail or with a courier service for delivery to the Director.  To the extent
permitted by law, notice may also be sent to a Director by facsimile
transmission, e-mail or other electronic communication to his facsimile number
or his address for e-mail or other electronic communications supplied by him to
the corporation for the purpose of notice, and, unless otherwise provided by
law, any notice so sent shall be deemed to have been given to the Director when
sent.  Such notice shall specify the place, day and hour of the meeting, and, in
the case of a special meeting, shall also state the general nature of the
business to be transacted at the meeting.  The business transacted at a special
meeting shall be confined to the purposes stated in the notice of the meeting
and matters germane thereto.

Section 4.8     Waiver of Notice.  Whenever any written notice is required by
law or the Articles of Incorporation or these By-Laws to be given to a Director,
a waiver thereof in writing, signed by him either before or after the time
stated therein, and whether before or after the meeting, shall be deemed
equivalent to the giving of due notice.  Neither the business to be transacted
at nor the purpose of the meeting need be specified in the waiver of notice of
such meeting.  Attendance of any Director at any meeting shall constitute a
waiver of notice of such meeting except where such Director attends the meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting was not lawfully called or
convened.

Section 4.9     Quorum.  At all meetings of the Board of Directors, the
presence or participation by other lawful means of a majority of the Directors
in office shall be necessary to constitute a quorum for the transaction of
business, and the acts of a majority of the Directors present or lawfully
participating at a meeting at which a quorum is present shall be the acts of the
Board of Directors, except as may otherwise be specifically provided by statute,
or by the Articles of Incorporation, or by these By-Laws.

Section 4.10    Action.  Resolutions of the Board of Directors shall be adopted,
and any action of the Board of Directors at a meeting upon any matter shall be
taken and be valid, with the affirmative vote of at least a majority of the
Directors present at a meeting duly organized, except as otherwise provided
herein, in the Articles of Incorporation or by law.  The Chairman of the Board,
or in his absence the Chief Executive Officer, shall preside at all meetings of
the Board of Directors.  The Secretary shall take the minutes at all meetings of
the Board of Directors.  In the absence of the foregoing officers, the Directors
present shall select a member of the Board of Directors to preside; and in the
absence of the Secretary, the presiding officer shall designate any person to
take the minutes of the meeting.  The yeas and nays shall be taken and recorded
in the minutes at the request of any Director present at a meeting.

Section 4.11    Participation Other Than By Attendance.  One or more of the
Board of Directors may participate in any regular or special meeting of the
Board or of a committee of the Board of Directors by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting are able to hear each other, or by any other lawful
means in lieu of attendance.  All Directors so participating shall be deemed
present at the meeting.

Section 4.12    Emergency Provisions.  Notwithstanding any other provisions of
law, the Articles of Incorporation or these By-Laws, during any emergency
period caused by war or any other national catastrophe or local disaster of
sufficient severity to prevent the conduct and management of the business and
affairs of the corporation by its Board of Directors and officers as
contemplated by the other provisions of these By-Laws, a majority of the
available Directors (or the sole such Director) who have not been rendered
incapable of acting because of incapacity or the difficulty of communication or
transportation to the place of meeting shall constitute a quorum for the sole
purpose of electing Directors to fill such vacancies or to reduce the size of
the full Board or both; and a majority of the Directors (or the sole survivor)
present at such a meeting may take such action.  Directors so elected shall
serve until the absent Directors are able to attend meetings or until the
shareholders act to elect Directors to succeed them.  During such an emergency
period, if the Board of Directors is unable or fails to meet, any action
appropriate to the circumstances may be taken by such officers of the
corporation as may be present and able.  Questions as to the existence of a
national catastrophe or local disaster and the number of surviving members
capable of acting shall be conclusively determined at the time by the Directors
or the officers so acting.

Section 4.13    Presumption of Assent.  Minutes of each meeting of the Board of
Directors shall be made available to each Director at or before the next
succeeding regular meeting.  Every Director shall be presumed to have assented
to such minutes unless his objection thereto shall be made to the Secretary
within two days after such next regular meeting.

Section 4.14    Resignations.  Any Director may resign by submitting to the
Chairman of the Board or the Chief Executive Officer his resignation, which
(unless otherwise specified therein) need not be accepted to make it effective
and shall be effective immediately upon its receipt by such officer or at such
later time as specified therein.

Section 4.15    Adjournment.  Adjournment or adjournments of any regular or
special meeting may be taken, and it shall not be necessary to give any notice
of the adjourned meeting or of the business to be transacted thereat other than
by announcement at the meeting at which such adjournment is taken.  At any
adjourned meeting at which a quorum shall be present any business may be
transacted which might have been transacted at the meeting originally called.

Section 4.16    Informal Action.  Notwithstanding anything to the contrary
contained in these By-Laws, any action which may be taken at a meeting of the
Directors or the members of the executive committee may be taken without a
meeting, if consent in writing setting forth the action so taken shall be signed
by all of the Directors or the members of the executive committee, as the case
may be, and shall be filed with the Secretary of the corporation.

Section 4.17    General Powers.  The Board of Directors may exercise all such
powers of the corporation and do all such lawful acts and things as are not by
statute, by the Articles of Incorporation or by these By-Laws, directed or
required to be exercised and done by the shareholders.  Without limiting the
generality of the foregoing, the powers of the Board shall include power to
authorize increases in the corporation's indebtedness and to mortgage and pledge
its assets.

Section 4.18    Compensation of Directors.  Directors may receive such
reasonable compensation for their services as such as shall be provided by a
resolution adopted by a majority of the whole Board of Directors.

Section 4.19    Removal of Directors.

(a)     The Board of Directors may declare vacant the office of a Director who
has been judicially declared of unsound mind or convicted of an offense
punishable by imprisonment for more than one year, or for fraudulent or
dishonest acts, or gross abuse of authority or discretion with reference to the
corporation, or if, within sixty (60) days after notice of his election, he does
not accept such office either in writing or by attending a meeting of the Board.

(b)     The entire Board of Directors or any individual Director may be removed
from office, without assigning any cause, in the manner provided by law.  In
case the Board of Directors or any one or more Directors be so removed, new
Directors may be elected at the same meeting.  Unless the entire Board be
removed, no individual Director shall be removed in case the votes of a
sufficient number of shares are cast against the resolution for his removal,
which if cumulatively voted at an annual election would be sufficient to elect
one or more Directors.

Section 4.20    Committees.

(a)     Executive Committee.  The Board of Directors may, by resolution adopted
by a majority of the whole Board, designate two or more of its members to
constitute an executive committee, which, to the extent provided in such
resolution and not prohibited by law, shall have and exercise the authority of
the Board of Directors in the management of the business of the corporation.
Vacancies in the membership of the executive committee shall be filled by the
Board of Directors at a regular or special meeting of the Board of Directors.
The executive committee shall keep regular minutes of its proceedings and report
the same to the Board at each regular meeting of the Board of Directors.

(b)     Audit Committee.  The Board of Directors shall designate at least
three (3) of its members to constitute an audit committee, which committee shall
have and exercise audit and similar oversight authority over the affairs of the
corporation.  The audit committee shall be comprised entirely of "Independent"
Directors (as that term is defined in Section 4.1(b)).  The audit committee
shall keep regular minutes of its proceedings and report the same to the Board
of Directors at each regular meeting of the Board of Directors.

(c)     Special Transactions Committee.  If the corporation proposes to enter
into any transaction or series of transactions (a) with a Robert Weis Family
Member (as that term is defined in Section 4.1) or a Robert Weis Family Entity
(as defined below), other than any transactions arising in connection with such
person's employment by the corporation or service as Director of the corporation
and any transactions that would not be disclosable under Item 404 of Regulation
S-K promulgated under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended (or any successor thereto), or (b) the result
of which would be to increase by more than 10% the aggregate Ownership
Percentage (as defined below) of the Robert Weis Family Members and Robert Weis
Family Entities, then, in each case, prior to entering into any such transaction
or series of transactions, the Board of Directors shall designate at least two
(2) of its members to constitute a special transactions committee, the purpose
of which committee shall be to review the terms and conditions of such
transaction or series of transactions and assess the fairness of such
transaction or series of transactions to the corporation.  The approval of a
majority of the members of the special transactions committee shall be a
condition to the consummation by the corporation of any such transaction or
series of transactions.  The special transactions committee shall be comprised
entirely of "Independent" Directors (as that term is defined in Section 4.1(b)).
For purposes of this Section 4.20, (i) "Robert Weis Family Entity" shall mean
any trust for the benefit of a Robert Weis Family Member or a group of Robert
Weis Family Members or any other entity controlled by a Robert Weis Family
Member or a group of Robert Weis Family Members, and (ii) "Ownership Percentage"
shall mean, with respect to any person or entity, the number of shares of common
stock, no par value, of the corporation beneficially owned (as defined in
Section 3.13) by such person or entity expressed as a percentage of the total
number of issued and outstanding shares of common stock, no par value, of the
corporation.  The special transactions committee shall keep regular minutes of
its proceedings and report the same to the Board of Directors at each regular
meeting of the Board of Directors.

(d)     Other Committees.  By resolution adopted by a majority of the whole
Board of Directors, the Board may from time to time appoint other standing or
temporary committees, each consisting of one or more Directors.  Any such
committee shall have and may exercise the powers and authority of the Board of
Directors to the extent provided in the resolution by which it was established
or by another resolution adopted by a majority of the whole Board of Directors.

(e)     Term; Vacancies; Absence or Disqualification.  All committee members
appointed by the Board of Directors shall serve during the pleasure of the Board
of Directors, which may fill vacancies and may designate one or more Directors
as alternate members of any committee to take the place of any absent or
disqualified member at any meeting or for the purposes of any written action by
the committee.  In the absence or disqualification of any member or alternate
member of any committee or committees, the member or members thereof
participating at any meeting and not disqualified from voting, whether or not
he, she or they constitute a quorum, may unanimously appoint another Director
to act at the meeting in the place of any such absent or disqualified member or
alternate member.

(f)     Organization; Finality of Action.  All committees shall keep such
record of the transactions of their meetings as the Board of Directors or these
By-Laws shall direct.  All committees shall determine their own organization,
procedures, and times and places of meeting, unless otherwise directed by the
Board of Directors and except as otherwise provided in these By-Laws.  Any
action taken by any committee shall be subject to alteration or revocation by
the Board of Directors; provided, however, that third parties shall not be
prejudiced by such alteration or revocation.

                                 ARTICLE V

                       OFFICERS, AGENTS AND EMPLOYEES

Section 5.1     Executive Officers.  The executive officers of the corporation
shall be elected annually by the Board of Directors and shall be a Chairman
of the Board, a Chief Executive Officer, a President, a Secretary and a
Treasurer.  Other executive officers, including one or more Vice Presidents, and
such other officers and assistant officers also may be elected or appointed as
the Board of Directors may authorize from time to time.  The Chief Executive
Officer and the President may, but need not be, the same individual.  Any two
other offices, except those of Chief Executive Officer or President and Vice
President or those of Chief Executive Officer and Secretary, may be filled by
the same person.  In addition to the powers and duties prescribed by these
By-Laws, the officers and assistant officers shall have such authority and shall
perform such duties as from time to time shall be prescribed by the Board.  The
officers and assistant officers of the corporation shall hold office until their
successors are chosen and have qualified, unless they are sooner removed from
office as provided by these By-Laws.  The Board of Directors may add to the
title of any officer or assistant officer a word or words descriptive of his
powers or the general character of his duties.  If the office of any officer or
assistant officer becomes vacant for any reason, the vacancy shall be filled by
the Board of Directors.

Section 5.2     Agents or Employees.  The Board of Directors may by resolution
designate the officer or officers who shall have authority to appoint such
agents or employees as the needs of the corporation may require.  In the absence
of such designation, this function may be performed by the Chief Executive
Officer and may be delegated by the Chief Executive Officer to others in whole
or in part.

Section 5.3     Salaries.  The salaries of all officers of the corporation shall
be fixed by the Board of Directors or by authority conferred by resolution of
the Board.  The Board also may fix the salaries or other compensation of
assistant officers, agents and employees of the corporation, but in the absence
of such action this function shall be performed by the Chief Executive Officer
or by others under the Chief Executive Officer's supervision.

Section 5.4     Removal of Officers, Agents or Employees.  Any officer,
assistant officer, agent or employee of the corporation may be removed or his
authority revoked by resolution of the Board of Directors whenever, in its
judgment, the best interests of the corporation will be served thereby, but such
removal or revocation shall be without prejudice to the rights, if any, of the
person so removed, to receive compensation or other benefits in accordance with
the terms of existing contracts.  Any agent or employee of the corporation
likewise may be removed by the Chief Executive Officer or, subject to the Chief
Executive Officer's supervision, by the person having authority with respect to
the appointment of such agent or employee.

Section 5.5     Chairman of the Board, Chief Executive Officer and President;
Powers and Duties.

(a)     The Chairman of the Board shall preside at all meetings of the
shareholders and of the Board of Directors.  He shall be the senior officer of
the corporation and shall have such powers and duties as the Board may
prescribe.

(b)     The Chief Executive Officer shall have general charge and supervision of
the business of the corporation and shall exercise or perform all the powers
and duties usually incident to the office of Chief Executive Officer.  In the
absence of the Chairman of the Board, the Chief Executive Officer shall preside
at all meetings of the shareholders and of the Board of Directors.  He shall
from time to time make such reports of the affairs of the corporation as the
Board may require and shall annually present to the annual meeting of the
shareholders a report of the business of the corporation for the preceding
fiscal year.

(c)     The Chairman of the Board and the Chief Executive Officer shall be,
ex officio, members of the executive committee (if any) and, except as otherwise
provided in these By-Laws, of every other committee appointed by the Board of
Directors.

(d)     If the President shall be an individual other than the Chief
Executive Officer, then the President shall have such powers and duties as the
Board may prescribe, and in the absence or disability of the Chief Executive
Officer, the President shall perform the duties and exercise the powers of the
Chief Executive Officer.

Section 5.6     Vice President; Powers and Duties.  The Vice President shall,
in the absence or disability of the Chief Executive Officer and the President,
perform the duties and exercise the powers of the Chief Executive Officer; and
if there be more than one Vice President, their seniority in performing such
duties and exercising such powers shall be determined by the Board of Directors
or, in default of such determination, by the order in which they were first
elected.  Each Vice President also shall have such powers and perform such
duties as may be assigned to him by the Board of Directors.

Section 5.7     Secretary; Powers and Duties.  The Secretary shall attend all
sessions of the Board of Directors and all meetings of the shareholders and act
as clerk thereof, and record all the votes and minutes thereof in books to be
kept for that purpose; and shall perform like duties for the executive committee
of the Board of Directors when required.  The Secretary shall give, or cause to
be given, notice of all meetings of the shareholders and of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
or by the Chief Executive Officer.  The Secretary shall keep in safe custody the
corporate seal of the corporation, and may affix the same to any instrument
requiring it and attest the same.

Section 5.8     Treasurer; Powers and Duties.  The Treasurer shall be the chief
financial officer and shall cause full and accurate accounts of receipts and
disbursements to be kept in books belonging to the corporation.  The Treasurer
shall see to the deposit of all moneys and other valuable effects in the name
and to the credit of the corporation in such depositary or depositaries as may
be designated by the Board of Directors, subject to disbursement or disposition
upon orders signed in such manner as the Board of Directors shall prescribe.
The Treasurer shall render to the Chief Executive Officer and to the Directors,
at the regular meetings of the Board of Directors or whenever the Chief
Executive Officer or the Board may require it, an account of all his or her
transactions as Treasurer and of the results of operations and financial
condition of the corporation.

Section 5.9     Delegation of Officers' Duties.  Any officer may delegate
duties to his assistant (if any) appointed by the Board of Directors; and in
case of the absence of any officer or assistant officer of the corporation, or
for any other reason that the Board of Directors may deem sufficient, the Board
may delegate or authorize the delegation of his or her powers or duties, for the
time being, to any person.

                                  ARTICLE VI

                            SHARES OF CAPITAL STOCK

Section 6.1     Certificates of Shares.  Subject to requirements prescribed
by law, the share certificates of the corporation shall be in such form as shall
be approved by the Board of Directors.  All certificates representing shares
shall be registered in the share register as they are issued, and those of the
same class or series shall be consecutively numbered.  Every share certificate
shall bear the signature of the Chief Executive Officer, the President or a Vice
President and of the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and shall be sealed with the corporate seal.  Whenever a
certificate is countersigned by a transfer agent, one or both of the officers'
or assistant officers' signatures and the seal may be in facsimile, engraved or
printed.  In case any officer or assistant officer whose signature appears on
any share certificate shall have ceased to be such because of death, resignation
or otherwise, before the certificate is issued, it may be issued by the
corporation with the same effect as if he had not ceased to be such at the date
of its issue.

Section 6.2     Registered Shareholders.  The corporation shall be entitled
to treat the registered holder of any share or shares as the holder thereof in
fact and law and shall not be bound to recognize any equitable or other claim
to, or interest in, such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, save as otherwise
expressly provided by statute.

Section 6.3     Transfers of Shares.  Shares of the corporation shall be
transferred only on its books upon the surrender to the corporation or its
transfer agent of the share certificate or certificates therefor duly endorsed
by the person named therein, or accompanied by proper evidence of succession,
assignment or authority to transfer such shares.  Subject to Section 6.4, upon
transfer the surrendered certificate or certificates shall be cancelled, a new
certificate or certificates shall be issued to the person entitled thereto, and
the transaction shall be recorded upon the books of the corporation.

Section 6.4     Restrictions on Transfer.  Transfers of shares may be restricted
in any lawful manner by law, or by contract if a copy of the contract is filed
with the corporation, provided that notice of the restrictions shall be typed or
printed conspicuously on the share certificate.

Section 6.5     Replacement of Certificates.  New certificates for shares of
stock may be issued to replace certificates alleged to have been lost, stolen,
destroyed or mutilated upon such terms and conditions, including an affidavit of
loss or destruction and the giving of a satisfactory bond of indemnity, as the
Board of Directors from time to time may determine.

                                 ARTICLE VII

                                 RECORD DATE

The Board of Directors may fix a time not less than ten (10) nor more than
ninety (90) days prior to (a) the date of any meeting of the shareholders, or
(b) the date fixed for the payment of any dividend or distribution or for the
allotment of rights, or (c) the date when any change or conversion or exchange
of shares will be made or go into effect, as a record date for the determination
of the shareholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive any such dividend, distribution or allotment of rights, or
to exercise the rights in respect to any such change, conversion or exchange of
shares.  In any such case, only the shareholders who are shareholders of record
on the date so fixed shall be entitled to notice of and to vote at such meeting,
or to receive such dividend, distribution or allotment of rights, or to exercise
such rights, as the case may be, notwithstanding any transfer of shares on the
books of the corporation after the record date so fixed.

                                 ARTICLE VIII

                                  DIVIDENDS

Subject to the limitations prescribed by law and the provisions of the Articles
of Incorporation relating thereto, if any, the Board of Directors, at any
regular or special meeting, may declare dividends upon the outstanding shares of
the corporation out of assets legally available for such dividends to such
extent as the Board may deem advisable.  Dividends may be paid in cash, in
property, or in shares of the corporation.

                                 ARTICLE IX

                          MISCELLANEOUS PROVISIONS

Section 9.1     Corporate Records.  The corporation shall keep complete and
accurate books and records of account, minutes of the proceedings of the
shareholders and Directors and a share register giving the names and addresses
of all shareholders and the number and class of shares held by each.  The share
register may be kept at either the registered office of the corporation in
Pennsylvania, at its principal office wherever situated or at the office of its
registrar or its transfer agent.  Any books, minutes or other records may be in
written form or in any other form capable of being converted into written form
within a reasonable time.

Section 9.2     Execution of Written Instruments.  All contracts, deeds,
mortgages, obligations, documents and instruments, whether or not requiring a
seal, may be executed by the Chairman of the Board, the Chief Executive Officer,
the President or a Vice President and attested by the Secretary or the Treasurer
or an Assistant Secretary or Assistant Treasurer, or may be executed or
attested, or both, by such other person or persons as may be specifically
designated by resolution of the Board of Directors.  All checks, notes, drafts
and orders for the payment of money shall be signed by such one or more officers
or agents as the Board of Directors may from time to time designate.

Section 9.3     Personal Liability of Directors.  A Director of this corporation
shall not be personally liable for monetary damages as such for any action
taken as a Director, including duties as a member of any committee of the Board,
or any failure to take any action, unless:  (1) the Director has breached or
failed to perform the duties of his office in good faith, in a manner he
reasonably believes to be in the best interests of the corporation, and with
such care, including reasonable inquiry, skill and diligence, as a person of
ordinary prudence would use under similar circumstances; and (2) the breach or
failure to perform constitutes self-dealing, willful misconduct or recklessness.
[This Section was adopted by the shareholders at the annual meeting held April
7, 1987.]

Section 9.4     Indemnification of Directors, Officers and Others.

(a)     Right to Indemnification.  To the fullest extent permitted pursuant to
a By-Law authorized by Section 1746 of the Pennsylvania Business Corporation
Law, every Director and officer of the corporation shall be entitled as of right
to be indemnified by the corporation against expenses and any liability paid or
incurred by such person in connection with any actual or threatened claim,
action, suit or proceeding, civil, criminal, administrative, investigative or
other, whether brought by or in the right of the corporation or otherwise, in
which he or she may be involved, as a party, witness or otherwise, or is
threatened to be made so involved, by reason of such person being or having been
a Director or officer of the corporation or by reason of the fact that such
person is or was serving at the request of the corporation as a Director,
officer, employee, fiduciary or other representative of another corporation,
partnership, joint venture, trust, employee benefit plan or other entity (any
such claim, action, suit or proceeding hereinafter being referred to as an
"Action"); provided that no such right of indemnification shall exist with
respect to an Action (including any counterclaim) brought by an indemnitee (as
hereinafter defined) against the corporation other than an Action for indemnity
or advancement of expenses as provided in Subsection (c).  Persons who are not
Directors or officers of the corporation may be similarly indemnified in respect
of service to the corporation or to another such entity at the request of the
corporation to the extent the Board of Directors at any time denominates any of
such persons as entitled to the benefits of this Section.  As used in this
Section, (i) "indemnitee" shall include each Director and officer of the
corporation and each other person denominated by the Board of Directors as
entitled to the benefits of this Section, (ii) "expenses" shall mean expenses
actually and reasonably incurred by an Indemnitee in the preparation,
investigation, defense, appeal or settlement of an Action, but (except in
an Action for indemnity or advancement of expenses as provided in Subsection
(c)) shall include fees and expenses of counsel selected by the indemnitee only
if the corporation has not at its expense assumed the defense of the Action on
behalf of the indemnitee with appropriate counsel selected by the corporation
and (iii) "liability" shall include amounts of judgments, excise taxes, fines,
penalties and, if approved by the Board of Directors, amounts paid in
settlement.

(b)     Right to Advancement of Expenses.  Every indemnitee shall be entitled as
of right to have his or her expenses in defending any Action or in initiating
and pursuing an Action under Subsection (c) paid in advance by the corporation
prior to final disposition of such Action, provided that the corporation
receives a written undertaking by or on behalf of the indemnitee to repay the
amount advanced if it should ultimately be determined that the Indemnitee is not
entitled to be indemnified for such expenses.  The financial ability of an
indemnitee to repay an advance shall not be a prerequisite to the making of such
advance.

(c)     Right of Indemnitee to Initiate Action.  If a written claim under
Subsection (a) or Subsection (b) of this Section is not paid in full by the
corporation within thirty days after such claim has been received by the
corporation, the indemnitee may at any time thereafter initiate an Action
against the corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the indemnitee shall also be entitled to be paid
the expense of prosecuting such Action.   The only defense to any Action to
recover a claim for indemnification otherwise properly asserted under Subsection
(a) of this Section shall be that the indemnitee's conduct was such that under
Pennsylvania law the corporation is prohibited from indemnifying the indemnitee
for the particular liability or expense claimed, but the burden of proving such
defense shall be on the corporation.  Neither the failure of the corporation
(including its Board of Directors, independent legal counsel and its
shareholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances, nor
an actual determination by the corporation (including its Board of Directors,
independent legal counsel or its shareholders) that the indemnitee's conduct
was such that indemnification is prohibited by law, shall be a defense to such
Action or create a presumption that the indemnitee's conduct was such that
indemnification is prohibited by law.  The only defenses to any such Action to
receive payment of expenses in advance under Subsection (b) of this Section
shall be that the claim does not properly constitute an "expense" as defined in
Subsection (a) or that the indemnitee failed to provide the undertaking required
by Subsection (b).

(d)     Insurance and Funding.  The corporation may purchase and maintain
insurance to protect itself and any person eligible to be indemnified hereunder
against any liability or expense asserted or incurred by such person in
connection with any Action, whether or not the corporation would have the power
to indemnify such person against such liability or expense by law or under the
provisions of this Section.  The corporation may establish and fund a self-
insurance indemnification reserve fund, create a trust fund, grant a security
interest, cause a letter of credit to be issued or use other means (whether or
not similar to the foregoing) to ensure the payment of such sums as may become
necessary to effect indemnification as provided herein.

(e)     Non-Exclusivity; Nature and Extent of Rights.  The right of
indemnification and advancement of expenses provided for in this Section shall
(i) not be deemed exclusive of any other rights, whether now existing or
hereafter created, to which any indemnitee may be entitled under any agreement
or By-Law, charter provision, vote of shareholders or Directors or otherwise
(ii) be deemed to create contractual rights in favor of each indemnitee who
provides services at any time while this Section is in effect (and each
indemnitee shall be deemed to be so serving in reliance upon the provisions of
this Section), (iii) continue as to each person who has ceased to have the
status pursuant to which he or she was entitled or was designated as entitled to
indemnification under this Section as to an Action based upon actions or
inaction occurring during such service, (iv) inure to the benefit of the heirs
and legal representatives of each indemnitee and (v) be applicable to Actions
commenced after the adoption of this Section, whether arising from acts or
omissions occurring before or after the adoption of this Section.  Any amendment
or repeal of this Section or adoption of any other By-Law or provision of the
Articles which limits in any way the rights to indemnification and advancement
of expenses provided in this Section shall operate prospectively only and shall
not affect any action taken, or failure to act, by an indemnitee prior to the
adoption of such amendment, repeal, By-Law or other provision.

(f)     Partial Indemnity.  If an indemnitee is entitled under this Section to
indemnification by the corporation for some or a portion of the expenses or
liabilities paid or incurred by the indemnitee in the preparation,
investigation, defense, appeal or settlement of any Action, including an action
under Subsection (c), but not, however, for the total amount thereof, the
corporation shall indemnify the indemnitee for the portion of such expenses of
liability to which the indemnitee is entitled.  If an Action involves more than
one claim, issue or matter, the determination as to whether the indemnitee is
entitled to indemnification or advancement of expenses shall be severable as to
each claim, issue or matter.

Section 9.5     (a)  Control Transactions.  The Board of Directors shall not
take any action to approve any amendment contemplated by Section 2541(a)(4)(ii)
of the Pennsylvania Business Corporation Law unless such amendment is approved
by at least a majority of the "Independent" Directors (as that term is defined
in Section 4.1(b)).

(b)     Certain Matters Relating to Pennsylvania Act No. 36 of 1990.
(1) Subchapter G, Control-Share Acquisitions, of Chapter 25 of the Pennsylvania
Associations Code, as amended, shall not be applicable to the Company and
(2) Subchapter H, Disgorgement by Certain Controlling Shareholders Following
Attempts to Acquire Control, of Chapter 25 of the Pennsylvania Associations
Code, as amended, shall not be applicable to the Company.  [Note:  This
Subsection reflects an amendment to the By-Laws adopted by the Board of
Directors on July 10, 1990].

                                  ARTICLE X

                             AMENDMENT OF BY-LAWS

These By-Laws may be altered, amended, supplemented or repealed by affirmative
vote of a majority of the whole Board of Directors or of shareholders entitled
to cast at least a majority of the votes which all shareholders are entitled to
cast thereon, at any regular or special meeting of the Board or of the
shareholders, as the case may be, convened after notice of that purpose; or by
unanimous action of all the Directors or all of the shareholders entitled to
vote thereon, without a meeting.  Notwithstanding the foregoing, during the
period of time up to and ending on May 7, 2006, no alteration, amendment,
supplement or repeal of any of Section 3.9 (Election of Directors; Cumulative
Voting), Section 4.1 (Number; Term of Office; Independent Directors), Section
4.20(b) (Audit Committee), the second sentence of Section 4.20(c) (Special
Transactions Committee), Section 9.4(a) (Control Transactions) or this Section
10.1 of these By-Laws shall be valid unless such alteration, amendment,
supplement or repeal is approved by at least a majority of the "Independent"
Directors (as that term is defined in Section 4.1(b)).  No alteration, amendment
or repeal by the Board of Directors of Section 3.3 which would adversely the
right of holders of 40% of the voting power of the outstanding shares to call a
special meeting as provided in that section shall be effective unless approved
by the affirmative vote of at least (a) a majority of the entire membership of
the Board and (b) that number of Directors which is equal to (1) the number of
Directors constituting the entire membership of the Board of Directors, minus
(2) three.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>sar.txt
<TEXT>
                                  WEIS MARKETS, INC.

                              COMPANY APPRECIATION PLAN


1. PURPOSE

   The Board of Directors of Weis Markets, Inc. (hereinafter referred to as
   the "Company") believes the Company Appreciation Plan will promote
   continuity of management and increase incentive and personal interest in
   the welfare of the Company by those who are primarily responsible for
   developing and carrying out the long range plans of the Company and its
   subsidiaries and securing their continued growth and financial success.

2. DEFINITIONS

   (a)  "Board" shall mean the Board of Directors of Weis Markets, Inc.

   (b)  "Committee" shall mean the Executive Compensation Committee of the
        Board of Directors.

   (c)  "Company" shall mean Weis Markets, Inc. or any successor thereto.

   (d)  "Designated Period" shall mean the period commencing as of the date on
        which Rights are awarded to a Participant, and ending on the date as
        of which such Rights mature as fixed by the Board.  The Designated
        Period may not be less than twelve (12) months no more than sixty-three
        (63) months.  The Designated Period may vary as among Participants and
        as among awards to a Participant.

   (e)  "Effective Date" of the Plan shall mean April 1, 1980.

   (f)  "Market Value" shall mean the value of a share of the Company's common
        capital stock as of the close of trading on a particular date, as
        reported in the Wall Street Journal or such other source as the
        Committee believes adequately reflects the trading in the Company's
        common stock.  "Average Market Value" shall mean the average of the
        Market Value of the Company's common capital stock based on the
        closing price for all trading days in the 90 calendar day period which
        ends on the date of reference.

   (g)  "Participant" shall mean an officer or executive of the Company
        selected by the Board to participate in the Plan.

   (h)  "Plan" shall mean the Weis Markets, Inc. Company Appreciation Plan
        described in this instrument , as it may be amended from time to time.

   (i)  "Rights" shall mean the awards granted to a Participant from time to
        time in accordance with the terms of the Plan.

   (j)  "Retirement" means a Participant's termination of employment with the
        Company and its subsidiaries after attaining age 65.

   Wherever the context so requires, masculine pronouns include the feminine
   and singular words shall include the plural.

3. ADMINISTRATION

   (a)  The Plan shall be administered by the Committee as it may be
        constituted from time to time.  A majority of the members of the
        Committee shall constitute a quorum.  All determinations of the
        Committee shall be made by a majority of its members.  Any decision or
        determination reduced to writing and signed by all of the members of
        the Committee shall be fully effective as if it had been made by a
        majority vote at a meeting duly called and held.

   (b)  Eligibility for participation in this Plan shall be determined by a
        two step process.  First, the Executive Compensation Committee of the
        Board of Directors shall make a recommendation of potential
        Participants to the Board of Directors.  This list may be based upon
        recommendations from the Executive Committee of Weis Markets, Inc.
        Second, the Board of Directors shall consider the recommendation of the
        Executive Compensation Committee and make the final determination based
        upon a majority vote.

4. OPERATION

   Employees of the Company who are eligible to participate in the Plan and
   who have been designated as Plan Participants shall be notified by the
   Committee in writing of such Participation, which notification shall
   outline the specific terms applicable to the Participant.  The general
   terms of the Plan applicable to each Participant are as follows:

   (a)  Plan Participants shall be awarded Rights which mature at the
        expiration of the Designated Period or Designated Periods applicable
        to such Rights.  As of the date of expiration of the Designated
        Period, or Period, the Participant shall receive an amount equal to
        the current value of the Rights.

   (b)  The current value of the Rights shall be equal to the excess of (1)
        over (2) below, but in no event greater than the amount set forth in
        paragraph (c) below.

       (1)  The greater of
            (i)  the Average Market Value of the Rights awarded the
                 Participant as of the date of expiration of the Designated
                 Periods applicable to such Rights; and
            (ii) the market Value of the Rights awarded the Participant as
                 of the last trading day of the calendar year preceding
                 the date of expiration of the Designated Period.

       (2)  The Market Value of the Rights awarded the Participant as of the
            initial effective date of the award.

   The Market Value or Average Market Value of all Rights as of a particular
   date shall be the Market Value or Average market Value of one Right
   multiplied by the number of Rights.

   (d)  Not withstanding any other provision of the Plan, the current value
        of any Rights shall not exceed 100% of the Market Value of the Rights
        as of the initial date of the award of such Rights.  The current
        value of Rights, as determined under (b and (c) above, shall be paid
        to the Participant in cash no later than sixty days following the
        expiration of the applicable Designated Period.

5. LIMITATION ON RIGHTS

   A Participant may receive as many awards of Rights at various times as may
   be determined appropriate by the Board, but the total Rights granted under
   this Plan to all Participants shall not exceed 100,000.

6. NATURE OF RIGHTS

   The Rights shall be used solely as a device for the measurement and
   determination of the amount to be paid to Participants as provided in the
   Plan.  The Rights shall not constitute or be treated as property or as a
   trust fund of any kind.  All amounts at any time attributable to the Rights
   shall be and remain the sole property of the Company and the Participants'
   rights here under are limited to the rights to receive cash as herein
   provided.

7. DILUTION

   In the event of a stock split, stock dividend, reclassification,
   reorganization, or other capital adjustment of shares of capital stock of
   the Company, the number of Rights of a Participant and the number of total
   Rights which may be issued under the plan provided by paragraph 5 shall be
   adjusted in the same manner as the Company's capital stock reflected by
   such Rights would be adjusted.

8. TRANSFERABILITY

   Any rights arising under the Plan shall not be transferable otherwise than
   by will or the laws of descent and distribution, and may be exercised
   during the life of a Participant only by such Participant.

9. TERMINATION OF EMPLOYMENT

   The Plan does not confer upon any Participant any right with respect to
   continuance of employment by the Company or by a subsidiary of the Company,
   nor does it nullify his right, or his employer's right, to terminate his
   employment at any time.  In the event that the employment of a Participant
   by the Company and/or its subsidiaries terminates for any reason other than
   due to disability, death, or retirement, any outstanding Rights under the
   Plan shall be forfeited.  In the event a Participant terminates employment
   with the Company and/or its subsidiaries due to death, disability, or
   retirement, the Designated Period for such Participant shall be deemed to
   end, with appropriate payment subsequently made to the Participant or his
   named beneficiary.  A Participant shall be deemed to have terminated
   employment due to disability if, in the opinion of a physician selected by
   the Committee, as a result of a mental or physical condition he is unable
   to continue to perform his duties as an employee.

10. WITHHOLDING OF TAX

   There shall be deducted from each distribution under the Plan the amount of
   any tax required by any governmental authority to be withheld and paid over
   by the Company to such governmental authority for the account of the person
   entitled to such distribution.

11. TERMINATION AND AMENDMENT OF PLAN

   The Board may at any time terminate the Plan, or make such modifications of
   the Plan as it shall deem advisable, provided that

   (a)  no termination or amendment of the Plan may, without the consent of a
        Participant, adversely affect the rights of such Participant, and

   (b)  any amendment requiring an affirmative vote of the holders of a
        majority of the shares of the capital stock of the Company shall not
        be effective until such affirmative vote is obtained.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>sop.txt
<TEXT>
                                    1995
                             STOCK OPTION PLAN
                             WEIS MARKETS, INC.
                   As Amended and Restated October 1, 1998



I.    Definitions.
      A.  As used in this Plan the following definitions apply to the terms
      indicated below:

      "Board" means the Board of Directors of Weis Markets, Inc.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Committee" means the Executive Compensation Committee of the Board.

      "Company" means Weis Markets, Inc., a Pennsylvania Corporation.

      "Eligible employee" means any employee who is at the date of the
      granting of an option hereunder an executive or administrative employee
      of the Company or of any subsidiary corporation now or hereafter
      existent, and who at the time receives regular base compensation from
      the Company or any subsidiary, or any combination thereof, at a rate or
      rates aggregating $8,000 or more per year.  For the purposes of this
      Plan the Committee shall have the authority to determine whether or not
      an employee is an executive or administrative employee, but these terms
      shall be limited to employees having administrative responsibility
      involving the use of judgment or discretion in the direction of the
      activities of others, and any other employees customarily considered as
      executive line or staff personnel.  The determination of base
      compensation may be made by annualizing the regular base compensation
      rate in effect with respect to an employee at the payroll period last
      preceding the date of grant of the option.  The term eligible employee
      shall not include an individual possessing more than ten (10) percent of
      the total combined voting power of all classes of stock of the Company
      or of its parent or subsidiary corporation if such entity may exist in
      the future.  Also, the term eligible employee shall not include a member
      of the Committee.

      "Incentive Stock Option" means an Option granted under the Plan pursuant
      to Section 422 of the Code.

      "Nonstatutory Stock Option" means an Option granted under the Plan which
      does not qualify under Section 422 of the Code.

      "Option" means an option for the purchase of Shares under the Plan.
      Each Option shall be represented by an Option certificate in such form,
      not inconsistent with the Plan, as the Committee may authorize for
      general use or for specific cases from time to time, which shall be
      executed by the Company and the Participant, provided that each Option
      certificate shall specify whether the underlying Option is intended to
      be an Incentive Stock Option or a Nonstatutory Stock Option.

      "Option period" means a period of time expressed in months from the date
      of grant of an Option, during which an Option becomes exercisable by its
      terms.

      "Participant" means any holder of an Option granted under the Plan.

      "Plan" means this stock option plan.

      "Shares" means shares of the Company's capital stock reserved for the
      purposes of the Plan.

      B.  An Option shall be effectively "granted" under this Plan on the date
      specified by the Committee, provided however that grants of Options under
      the Plan are subject to approval by the Board.  Any recipient of an
      Option who serves on the Board shall abstain from any discussion or vote
      concerning the grant of any Options.

      C.  As used herein the masculine includes the feminine and the plural
      includes the singular.

II.   Shares Subject to the Plan.
      There may be issued pursuant to the Plan Options for the Purchase of not
      more than 300,000 Shares.  In the event of any change in the Shares, as
      a result of recapitalization, stock split, combination of shares or
      stock dividend (but in the case of a stock dividend only if and to the
      extent that all of such stock dividends within one fiscal year shall
      increase the number of outstanding shares by more than 5%), appropriate
      adjustment shall be made in the total number of Shares to which the Plan
      relates, in the number of Shares allocable to any one employee pursuant
      to Options, and in the number of Shares subject to outstanding
      unexercised Options, and with respect to the purchase price per Share
      payable upon exercise, so as to prevent undue appreciation or dilution
      of the rights conferred by any Option, or of the Shares reserved for the
      purposes of the Plan.  No adjustment or substitution provided for in
      this Section II shall require the Company to issue or sell a fraction of
      a Share or other security.  Accordingly, all fractional Shares or other
      securities which result from any such adjustment or substitution shall
      be eliminated and not carried forward to any subsequent adjustment or
      substitution.  If any such adjustment or substitution provided for in
      this Section II requires the approval of shareholders in order to enable
      the Company to grant Incentive Stock Options, then no such adjustment or
      substitution shall be made without the required shareholder approval.
      Notwithstanding the foregoing, in the case of Incentive Stock Options,
      if the effect of any such adjustment or substitution would be to cause
      the Option to fail to continue to qualify as an Incentive Stock Option
      or to cause a modification, extension or renewal of such Option within
      the meaning of Section 424 of the Code, the Committee may elect that
      such adjustment or substitution not be made but rather shall use
      reasonable efforts to effect such other adjustment of each then
      outstanding Option as the Committee, in its discretion, shall deem
      equitable and which will not result in any disqualification,
      modification, extension or renewal (within the meaning of Section 424 of
      the Code) of such Incentive Stock Option.

III.  Allocation of Shares.
      The Committee may at any time during the term of this Plan allocate
      Shares to any eligible employee under and pursuant to an Incentive Stock
      Option and/or a Nonstatutory Stock Option, subject to prior allocation
      of Shares under previously granted Options to the same or other persons
      and provided that Incentive Stock Options and Nonstatutory Stock Options
      may not be granted in tandem.  The aggregate number of Shares allocable
      to any one employee, pursuant to one or more Options, shall not exceed
      20,000 Shares in any one calendar year.  Notwithstanding any other
      provision contained in the Plan or in any Option certificate, the
      aggregate fair market value, determined as provided in Section V of the
      Plan on the date of grant, of the Shares with respect to which Incentive
      Stock Options are exercisable for the first time by an employee during
      any calendar year under all plans of the corporation employing such
      employee, any parent or subsidiary corporation of such corporation and
      any predecessor corporation of any such corporation shall not exceed
      $100,000.  If any Option is canceled, or terminates or lapses in whole
      or in part for any reason other than the termination of the Plan as a
      whole, any number of Shares not purchased thereunder shall forthwith
      become available again for allocation under new Options in accordance
      with the Plan.

IV.   Plan Term.
      Subject to the provisions hereinafter contained relating to amendment or
      discontinuance, this Plan shall continue in effect until December 31,
      2004; and no Option may be granted hereunder after such date, which is
      less than ten years from the earlier of the date of the adoption of the
      Plan by the Board and its approval by the shareholders of the Company.
      The effective date of the Plan shall be February 1, 1995.

V.    Option Price.
      The price at which the Shares may be purchased pursuant to any Option
      shall be 100% of the fair market value of the Shares on the date of the
      grant.  The "fair market value" of Shares on any day shall be determined
      by the Committee in any proper manner in accordance with the following
      paragraph, including determinations based upon the quotations for the
      Company's stock on any national securities exchange on which it may be
      listed at the time, or upon the opinions of one or more brokerage firms.
      For all purposes under the Plan, fair market value of the Shares shall
      be the mean between the following prices, as applicable, for the date as
      of which fair market value is to be determined as quoted in The Wall
      Street Journal (or in such other reliable publication as the Committee,
      in its discretion, may determine to rely upon):  (a) if the Shares are
      listed on the New York Stock Exchange, the highest and lowest sales
      prices per share of the Shares as quoted in the NYSE-Composite
      Transactions listing for such date, (b) if the Shares are not listed on
      such exchange, the highest and lowest sales prices per share of Shares
      for such date on (or on any composite index including) the principal
      United States securities exchange registered under the Securities
      Exchange Act of 1934 on which the Shares are listed, or (c) if the
      Shares are not listed on any such exchange, the highest and lowest sales
      prices per share of Shares for such date on the National Association of
      Securities Dealers Automated Quotations System or any successor system
      then in use ("NASDAQ").  If there are no such sale price quotations for
      the date as of which fair market value is to be determined but there are
      such sale price quotations within a reasonable period both before and
      after such date, then fair market value shall be determined by taking a
      weighted average of the means between the highest and lowest sales
      prices per share of the Shares as so quoted on the nearest date before
      and the nearest date after the date as of which fair market value is to
      be determined.  The average should be weighted inversely by the
      respective numbers of trading days between the selling dates and the
      date as of which fair market value is to be determined.  If there are no
      such sale price quotations on or within a reasonable period both before
      and after the date as of which fair market value is to be determined,
      then fair market value of the Shares shall be the mean between the bona
      fide bid and asked prices per share of the Shares as so quoted for such
      date on NASDAQ, or if none, the weighted average of the means between
      such bona fide bid and asked prices on the nearest trading date before
      and the nearest trading date after the date as of which fair market
      value is to be determined, if both such dates are within a reasonable
      period.  The average is to be determined in the manner described above
      in this Section V.  If the fair market value of the Shares cannot be
      determined on the basis previously set forth in this Section V on the
      date as of which fair market value is to be determined, the Committee
      shall in good faith determine the fair market value of the Shares on
      such date.  Fair market value shall be determined without regard to any
      restriction other than a restriction which, by its terms, will never
      lapse.

VI.   Option Period.
      No Option hereunder shall be exercisable after the expiration of ten
      (10) years from the date such Option is granted.

VII.  Conditions Relating to Exercise.
      A.  No Option shall be transferable by the grantee thereof otherwise
      than by will or the laws of descent and distribution.

      B.  All Options granted hereunder shall be exercisable during the
      lifetime of the grantee only by him.

      C.  Subject to the foregoing, any Option granted pursuant to the Plan
      shall be exercisable immediately and to the extent exercisable at any
      time may be exercised in whole or in part, and the Option shall be no
      longer exercisable after a period of ten (10) years from the date such
      Option is granted.

      D.  Payment for Shares purchased shall be made in full in cash upon
      exercise.

      E.  Certificates for Shares purchased shall be issued and delivered at
      the time when the Option is exercised and payment therefor is received
      by the Company.

      F.  An Option shall be exercised by delivering to the Company (or, if
      mailed to the Company, upon receipt by the Company), at 1000 South Second
      Street, Sunbury, Pennsylvania, a written notice signed by the Participant
      stating the number of Shares the Participant desires to purchase,
      enclosing payment or instructions for delivery against payment for such
      Shares at the Option price then in effect provided, that for purposes of
      determining whether any Options have been timely exercised, no Option
      shall be considered exercised until the Company actually receives the
      exercise price.

      G.  Any person exercising an Option shall comply with all regulations
      and requirements of any Governmental authority having jurisdiction over
      the issuance or sale of capital stock of the Company, and as a condition
      to receiving any Shares shall execute all such instruments as the Company
      in its sole discretion may deem necessary or advisable.

      H.  The Company may stamp, type or print upon any certificate issued
      pursuant to exercise of any Option any legend deemed proper by the
      Company, in its sole judgment and discretion, for the purpose of
      permitting it to comply, or to facilitate its compliance, with any and
      all provisions of law now or hereafter in force with respect to the
      issue or transfer of or reporting with respect to any Shares issued
      pursuant to an Option.

VIII. Termination of Employment.
      In the event of termination of a Participant's employment for any cause
      other than death or dismissal for conduct injurious to the Company's
      business or interests (as determined by the Board or Committee), the
      Participant may exercise any portion of the Option, not theretofore
      exercised, which has or under the terms of the Option become exercisable
      before the Participant's termination of employment, before the
      expiration of three months following the date of termination of his
      employment plus such additional portion or portions, if any, as the
      Participant may be permitted to exercise with the specific consent of
      the Committee; provided, however, that if the Participant shall engage
      in any conduct injurious to the Company's business or interests in any
      material way (as determined in the sole discretion of the Board or
      Committee), then all rights under the Option shall forthwith lapse and
      terminate.

IX.   Rights in the Event of Death.
      In the case of the death of a Participant, any Option then held by him,
      which shall not have lapsed or terminated prior to death, shall continue
      in force and shall be exercisable from time to time, to the same extent
      as though the decedent had remained alive for the entire period of the
      Option, by this executor, administrator, legatees or distributees of his
      estate (his "successors"); provided, however, that if his successors
      shall engage in any conduct injurious to the business or interests of
      the Company in any material way (as determined in the sole discretion
      of the Board or Committee), then all rights under the Option shall
      forthwith lapse and terminate.

X.    Powers of the Committee.
      Except as provided in Section I.B. of the Plan, the Plan shall be
      administered by the Committee, subject to the general supervision of the
      Board.  The Board is hereby authorized subject to the provisions of the
      Plan to prescribe, amend and rescind rules and regulations of general
      application relating to the Plan and to make all other determinations
      (except as aforesaid) necessary or advisable for its administration.
      Any power granted to the Committee (except as aforesaid), either in this
      Plan or by the Board, may at any time be exercised by the Board.

XII.  Amendment and Discontinuance.
      A.  The Board is authorized to make such amendments to the Plan as shall
      be necessary to bring it into conformity with any regulation of any
      Governmental body having jurisdiction, and may otherwise alter the Plan
      subject, however, to prior or subsequent approval by the shareholders of
      the Company if the amendment would decrease the Option price or increase
      the number of Shares included in the Plan or the number allocable to any
      one person, or make any change in the class of employees eligible to
      receive Incentive Stock Options under the Plan, or would involve any
      factor which in the opinion of counsel for the Company might affect
      qualification under the Code in effect at the time or compliance with
      applicable SEC regulations.  The Board may at any time suspend or
      discontinue the Plan.  No action of the Board or shareholders may
      increase or may impair any Option granted under the Plan except as
      herein provided.

      B.  In the event of merger or consolidation of the Company into any
      other corporation, or in the event of the adoption of a Plan of complete
      or partial liquidation by requisite vote of the shareholders of the
      Company, the Plan and all outstanding Options shall terminate on the
      effective date of such merger or consolidation, or upon a date specified
      by the Board in case of a liquidation, provided that the Company shall
      make reasonable efforts to induce any corporate successor or prospective
      successor to assume all outstanding unexercised Options, with equitable
      adjustments of the Option price and number of Shares purchasable
      thereunder in light of the securities of the successor issued in the
      merger or consolidation.

      C.  Neither the Company nor any director or officer shall be liable to
      any person for anything done or omitted in administration of the Plan or
      any Option.  The issuance of stock upon proper and timely exercise of
      any Option may be compelled by an order of specific performance by any
      court of competent jurisdiction provided, however, that the obligation
      of the Company to issue Shares under the Plan shall be subject to (i)
      the effectiveness of a registration statement under the Securities Act
      of 1933, as amended, with respect to such Shares, if deemed necessary or
      appropriate by counsel for the Company, (ii) the condition that the
      Shares shall have been listed (or authorized for listing upon official
      notice of issuance) upon each stock exchange, if any, on which the
      Shares may then be listed and (iii) all other applicable laws,
      regulations, rules and orders which may then be in effect.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>serp.txt
<TEXT>
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                                      FOR
                              WEIS MARKETS, INC.

     The purposes of the Supplemental Executive Retirement Plan for Weis
Markets, Inc. ("Plan") are to permit select members of management and highly
compensated employees to defer current compensation which cannot be redirected
into the Company's 401(k) Plan, and to further supplement retirement benefits
payable under the qualified retirement plans of the Company.  This Plan is
designed to provide retirement benefits and salary deferral opportunities
because of the limitations imposed by the Internal Revenue Code and the
Regulations implemented by the Internal Revenue Service.

                                 TABLE OF CONTENTS

                                                                           Page

ARTICLE I      TITLE AND EFFECTIVE DATE . . . . . . . . . . . . . . . . . . . 2

ARTICLE II     DEFINITIONS AND CONSTRUCTION
                        OF THE PLAN DOCUMENT . . . . . . . . . . . . . . . . .3

ARTICLE III    ELIGIBILITY   . . . . . . . . . . . . . . . . . . . . . . . . .5

ARTICLE IV     DEFERRAL OF COMPENSATION  . . . . . . . . . . . . . . . . . . .6

ARTICLE V      PARTICIPANT BOOKKEEPING ACCOUNTS  . . . . . . . . . . . . . . .7

ARTICLE VI     DISTRIBUTION  . . . . . . . . . . . . . . . . . . . . . . . . .9

ARTICLE VII    BENEFICIARY . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE VIII   ADMINISTRATION OF THE PLAN  . . . . . . . . . . . . . . . . . 12

ARTICLE IX     CLAIMS PROCEDURE . . . . . . . . . . . . . . . . . . . . . . .13

ARTICLE X      NATURE OF COMPANY'S OBLIGATION  . . . . . . . . . . . . . . . 14

ARTICLE XI     MISCELLANEOUS   . . . . . . . . . . . . . . . . . . . . . . . 15
















                                       1
<PAGE>
                                   ARTICLE I

                           TITLE AND EFFECTIVE DATE

      Section 1.01  Title.  This Plan shall be known as the Supplemental
Executive Retirement Plan for Weis Markets, Inc.

      Section 1.02  Effective Date.  The effective date of this Plan shall
be January 1, 1994.














































                                       2
<PAGE>
                                  ARTICLE II

                DEFINITIONS AND CONSTRUCTION OF THE PLAN DOCUMENT

      As used herein, the following words and phrases shall have the
meanings specified below unless a different meaning is clearly required by the
context:

      Section 2.01  "Account" means the account established as a bookkeeping
record for each Participant pursuant to Article V.

      Section 2.02  "Beneficiary" means the person or persons or the estate
of a participant entitled to receive any benefits under this Plan.

      Section 2.03  "Board of Directors" means the Board of Directors of
Weis Markets, Inc.

      Section 2.04  "Committee" means the Executive Compensation Committee
of the Board of Directors.

      Section 2.05  "Company" means Weis Markets, Inc. its successors, any
subsidiary of affiliated organizations authorized by the Board of Directors or
the Committee to participate in this Plan with respect to their Participants,
and any organization into which or with which the Company may merge or
consolidate or to which all or substantially all of its assets may be
transferred.

      Section 2.06  "Compensation" means remuneration from the Company
reportable on IRS Form W-2, together with any salary reduction contributions
under this Plan, the 401(k) Plan or any cafeteria plan under Section 125 of
the Internal Revenue Code, but excluding any sick pay.

      Section 2.07 "Deferral Agreement" means the written form submitted to
the Committee that indicates whether the Participant wishes to defer a portion
of his Compensation and indicates the portion of Compensation to be deferred.
No Deferral Agreement shall be effective until acknowledged by the Company.

      Section 2.08  "Deferred Compensation" means the portion of a
Participant's Compensation that has been deferred pursuant to the Plan.

      Section 2.09  "ESOP" means the Weis Markets, Inc. Stock Bonus Plan as
it may be amended from time to time, and any successor plan.

      Section 2.10  "Election Date" means (a) 30 days after notice of
adoption of the Plan for Executives who are eligible to participate at the
time the Plan is adopted; or (b) 30 days after a newly eligible Executive is
notified of his right to participate in the Plan; or (c) December 15 of any
calendar year if (a) and (b) above do not apply.







                                       3
<PAGE>
      Section 2.11  "Executive" means any member of management of the
Company.

      Section 2.12  "401(k) Plan" means the Weis Markets, Inc. Retirement
Savings Plan, as it may be amended from time to time, and any successor plan.

      Section 2.13  "Participant" means an Executive who is participating in
the Plan.

      Section 2.14  "Plan" means the Supplemental Executive Retirement Plan
for Weis Markets, Inc. described in this instrument, as it may be amended from
time to time.

      Section 2.15  "Profit Sharing Plan" means the Weis Markets, Inc.
Profit Sharing Plan, as it may be amended from time to time, and any successor
plan.

      Section 2.16  "Retirement" means a Participant's termination of
employment with the Company and its subsidiaries after attaining age 65.

      Section 2.17  "Subaccounts A and B" mean the subdivisions of each
Participant's Account created pursuant to Article V.

      Section 2.18  "Termination of Service" or similar expression means the
termination of the Participant's employment as an employee of the Company and
its subsidiaries, other than Retirement or by reason of death or disability.

      Section 2.19  Titles.  Titles of the Articles of this Plan are
included for ease of reference only and are not to be used for the purpose of
construing any portion or provision of this Plan document.

      Section 2.20  Gender and Number.  Wherever the context so requires,
masculine pronouns include the feminine and singular words shall include the
plural.





















                                       4
<PAGE>
                                 ARTICLE III

                                 ELIGIBILITY

      Section 3.01  Selection.  Eligibility for participation in this Plan
shall be determined by a two step process.  First, the Executive Compensation
Committee of the Board of Directors shall make a recommendation of potential
Participants to the Board of Directors.  This list may be based upon
recommendations from the Executive Committee of Weis Markets, Inc.  Second,
the Board of Directors shall consider the recommendation of the Executive
Compensation Committee and make the final determination based upon a majority
vote.

      Section 3.02  Participation.  An Executive, after having been selected
for participation by the Board of Directors, shall continue to participate
until his employment with the Company terminates, or such earlier date as of
which the Committee suspends his participation.






































                                       5
<PAGE>
                                  ARTICLE IV

                           DEFERRAL OF COMPENSATION

      Section 4.01  Salary Deferral.  Each Participant may have a percentage
of his Compensation deferred in accordance with the terms and conditions of
this Plan.  The percentage of Compensation to be deferred under this section
shall not exceed 15% of  Compensation with the amount deferred into the 401(k)
Plan first deducted from the deferral amount under this Plan.

      Section 4.02  Deferral Agreement.  A Participant desiring to have a
percentage of his Compensation deferred under the Plan must submit a written
Deferral Agreement to the Committee on or before the applicable Election Date.
A valid Deferral Agreement filed by the applicable Election Date as provided
in Section 2.09 (a) or (b) shall cause Compensation not yet earned to be
deferred starting in the calendar year in which such Agreement is made.
Deferral Agreements entered into under the conditions of Section 2.08(c) shall
cause Compensation to be deferred beginning January 1 of the next calendar
year.

      Section 4.03  No Deferral Without Agreement.  A Participant who has
not submitted a valid Deferral Agreement to the Committee before the relevant
Election Date may not defer any Compensation for the applicable calendar year
under this Plan.

      Section 4.04  Duration of Deferral Agreement.  Deferral Agreements
remain in effect until revoked or modified by the filing of a new Deferral
Agreement.

      Section 4.05  Revocation or Modification of Deferral.  Future deferrals
of Compensation may be stopped, reduced or increased at any time by filing a
new Deferral Agreement.  Such modification shall be effective as soon as
feasible for the Company.  Notwithstanding the foregoing, no Deferral
Agreement filed after incentive compensation is earned shall affect the amount
of deferral from such incentive compensation.




















                                       6
<PAGE>
                                  ARTICLE V

                       PARTICIPANT BOOKKEEPING ACCOUNTS

      Section 5.01  Maintenance of Account.  The Company shall maintain on
its books a supplemental retirement account for each Participant.  Each
Account shall be divided into Subaccounts A and B, to which amounts shall be
credited as follows:

      (a)  Deferred Compensation Credits.  As of each date elective
      deferrals are contributed for a Participant to the 401(k) Plan, or
      would be contributed but for the Internal Revenue Code limitations
      thereon, the Participant's Deferred Compensation shall be credited to
      his Subaccount A.

      (b)  Profit-Sharing Credits.  As of each date the Company makes a
      contribution under the Profit-Sharing Plan, the Participant's
      Subaccount B shall be credited with the amount, if any, that would
      have been allocated to the Participant's Profit Sharing  Plan account
      if

            (i)     he had not been excluded from participation
                    in the Profit Sharing Plan,

            (ii)    the Company had increased its Profit Sharing
                    Plan contributed by the amount of the
                    Participant's allocation, and

            (iii)   the Internal Revenue Code provisions
                    limiting his Profit Sharing Plan allocation
                    did not apply.

      (c)  ESOP Credits.  As of each date the Company makes a contribution
      to the ESOP, the Participant's Subaccount B shall be credited with the
      amount, if any, that would have been allocated to the Participant's
      ESOP account if

            (i)     he had not been excluded from participation
                    in the ESOP,

            (ii)    the Company had increased its ESOP
                    contribution by the amount of the
                    Participant's allocation, and

            (iii)   the Internal Revenue Code provisions
                    limiting his ESOP allocation did not apply.









                                       7
<PAGE>
      (d)  Discretionary Credits.  The Committee may at any time credit
      additional amounts to the Account(s) of one or more Participants, in
      its sole discretion.

      Section 5.02  Hypothetical Investment Results for Subaccount A.  Each
amount credited to a Participant's Subaccount A shall be adjusted in the same
manner as if such amount had been invested for the Participant in the 401(k)
Plan.  These amounts shall be credited to Subaccount A at the same intervals
as amounts invested in the 401(k) Plan.

      Section 5.03  Hypothetical Investment Results for Subaccount B.  Each
amount credited to a Participant's Subaccount B shall be adjusted periodically
in the same manner as if such amount had been invested for the Participant in
the Profit Sharing Plan.  Amounts credited to Subaccount B shall be adjusted
at the same intervals as amounts invested in the Profit-Sharing Plan.

      Section 5.04  Conclusion of Company Contributions.  A Participant who
terminates service prior to Retirement shall not receive credits to Subaccount
B from the Company for the year of termination.




































                                       8
<PAGE>
                                  ARTICLE VI

                                 DISTRIBUTION

      Section 6.01  Distribution of Account Balance.  Distribution of the
value of a Participant's Subaccount A balance shall be made according to the
terms of the Participant's Deferral Agreement and this Plan.  Distribution of
the vested portion of the Participant's Subaccount B balance shall be made
according to the terms of the Participant's Deferral Agreement in the event of
the Participant's Retirement or disability. In the event of Participant's
Termination of Service, he shall not receive credits to Subaccount B for the
year of termination.

      Section 6.01.1  Termination of Service.  In the event of Termination
of Service, the Participant shall receive the value of Subaccount A and the
vested portion of Subaccount B as soon as administratively possible upon the
occurrence of one of the following events, whichever is sooner:

      (a)  After five years from the end of the Plan year following the
      Termination of Service; or

      (b)  After the end of the Plan year in which the Participant reaches
      the age of 65.

      Section 6.02  Vested Rights.  Each Participant shall have a vested
right

      (a)  to the value of his Subaccount A; and

      (b)  to the value of his Subaccount B to the extent his Profit-Sharing
      Plan account is vested (or would have been vested if he had not been
      excluded from the Profit-Sharing Plan).

      Section 6.03  Change of Control.  All participants shall be vested
fully in their Account values in the event of a change of a control of the
Company.  For purposes of this Plan, change of control means

      (a)  acquisition of the beneficial ownership of at least 51% of the
      voting securities of Weis Markets, Inc. by any individual or other
      person or group of persons who have agreed to act together for the
      purpose of acquiring, holding, voting or disposing of such securities;
      or

      (b)  any merger or consolidation of Weis Markets, Inc., or transfer of
      all or substantially all of its assets to a buyer, in which
      stockholders of Weis Markets, Inc. before such merger, consolidation
      or transfer do not own more than 51% of the outstanding voting power
      of the surviving entity following such transaction.

      Section 6.04  Forfeiture for Cause.  Notwithstanding Sections 6.01,
6.01.1 and 6.02, a Participant whose employment is terminated for cause or who
engages in competition with the Company shall be subject to forfeiture as set
forth below.  For purposes of this Section, cause means willful misconduct
relating to the business of the Company and competition means competition in
the capacity of proprietor, employee, officer, director, independent
contractor or owner of more than 5% of the equity interest in an enterprise,
with any business in which the Company is engaged, unless specifically
authorized by the Board of Directors.

      Section 6.04.1  Forfeiture of Subaccount A.  A Participant subject to
forfeiture as set forth in Section 6.04 shall be entitled to the lesser of
(i) the Deferred Compensation for the Participant; or (ii) the value of the
Participant's Subaccount A.

      Section 6.04.2  Forfeiture of Subaccount B.  A Participant subject to
forfeiture as set forth in Section 6.04 shall forfeit all of Subaccount B.

      Section 6.05  Withholding for Taxes.  The Company shall be entitled
to withhold any and all taxes of any nature required by any government to be
withheld with respect to amounts credited or distributed under the Plan.










































                                      10
<PAGE>
                                 ARTICLE VII

                                 BENEFICIARY

      Section 7.01  Beneficiary Designation.  Each Participant shall
designate a Beneficiary to receive benefits under the Plan in the event of his
death by completing a Beneficiary designation form furnished by the Committee.
A Participant may change his Beneficiary designation by submitting to the
Committee another Beneficiary designation form.  However, no change of
Beneficiary shall be effective until acknowledged in writing by the Company.

      Section 7.02  Proper Beneficiary.  If no designated Beneficiary
survives the Participant, the value of the Participant's Account shall be paid
to the Participant's surviving spouse, or if none, to the Participant's issue
per stirpes, or if none, to the Participant's estate.  If the Company has any
doubt as to the proper Beneficiary to receive payments hereunder, the Company
shall have the right to withhold such payments until the matter is finally
adjudicated.  However, any payment made by the Company, in good faith and in
accordance with this Plan, shall fully discharge the Company from all further
obligations with respect to that payment.

      Section 7.03  Minor or Incompetent Beneficiary.  In making any
payments to or for the benefit of any minor or incompetent Beneficiary, the
Committee, in its sole and absolute discretion, may cause distribution to be
made to a legal or natural guardian or relative of a minor or incompetent.
Or, it may make a payment to any adult with whom the minor or incompetent
temporarily or permanently resides.  The receipt by a guardian, relative or
other person shall be a complete discharge to the Company with respect to the
payment.  Neither the Committee nor the Company shall have any responsibility
to see to the proper application of any payment so made.

























                                      11
<PAGE>

                                 ARTICLE VIII

                           ADMINISTRATION OF THE PLAN

      Section 8.01  Committee.  The Plan shall be administered by the
Committee.  The Committee may delegate to one more individuals its powers or
responsibilities under the Plan.  All resolutions or other actions taken by
the Committee shall be voted by a majority of those present, or in writing by
all the members at the time in office in the event they act without a meeting.

      Section 8.02  Finality of Determination.  Subject to the terms of the
Plan the Committee shall, from time to time, establish rules, forms and
procedures for the administration of the Plan.  Except as herein otherwise
expressly provided, the Committee shall have the exclusive right and
discretion to interpret the Plan and to decide any and all matters arising
thereunder or in connection with the administration of the Plan.  The
decisions, actions and records of the Committee shall be conclusive and
binding upon the Company and all persons having or claiming to have any right
or interest in or under the Plan.

      Section 8.03  Certificates and Reports.  The members of the Committee
and the officers and directors of the Company shall be entitled to rely on all
certificates and reports made by any duly appointed accountants, and on all
opinions given by any duly appointed legal counsel, which legal counsel may be
counsel for the Company.

      Section 8.04  Indemnification and Exculpation.  The Company shall
indemnify and save harmless each member of the Committee against any and all
expenses and liabilities relating to the Plan, unless arising out of his
willful misconduct.  Expenses against which a member of the Committee shall be
indemnified hereunder shall include, without limitation, the amount of any
settlement or judgment, costs, counsel fees, and related charges reasonably
incurred in connection with a claim asserted, or a proceeding brought or
settlement thereof.  The foregoing right of indemnification shall be in
addition to any other rights to which any such member of the Committee may be
entitled.

      Section 8.05  Expenses.  The expenses of administering the Plan shall
be borne by the Company.















                                      12
<PAGE>
                                  ARTICLE IX

                               CLAIMS PROCEDURE


      Section 9.01  Written Claim.  The value of a Participant's Account
shall be paid in accordance with the provisions of this Plan and any
applicable Deferral Agreement.  The Participant or Beneficiary shall make a
written request for benefits under this Plan.  This written claim shall be
mailed or delivered to the Committee.

      Section 9.02  Denied Claim.  If the claim is denied in full or in
part, the Committee shall provide a written notice within ninety (90) days
setting forth the specific reasons for denial, the Plan provisions on which
it is based, any additional material or information that is necessary, and
explanation of the steps to be taken if a review of the denial is desired.

      Section 9.03  Review Procedure.  If the claim is denied and a review
is desired, the Participant (or Beneficiary) shall notify the Committee in
writing within sixty (60) days after receipt of the written notice of denial
(a claim shall be deemed denied if the Committee does not take any action
within the aforesaid ninety (90) day period).  In requesting a review, the
Participant (or Beneficiary) may review the Plan document and other pertinent
documents, may submit any written issues and comments, may request an
extension of time for such written submission of issues and comments, and
may request that a hearing be held, but the decision to hold a hearing shall
be within the sole discretion of the Committee.

      Section 9.04  Committee Review.  The decision on the review of the
denied claim shall be rendered by the Committee within sixty (60) days after
the receipt of the request for review (if a hearing is not held) or within
sixty (60) days after the hearing if one is held.  The decision shall be
written and shall state the specific reasons for the decision, including
reference to specific provisions of this Plan, on which the decision is based.





















                                      13
<PAGE>
                                  ARTICLE X

                        NATURE OF COMPANY'S OBLIGATION


      Section 10.01  Company's Obligation.  The Company's obligations under
this Plan shall be unfunded.

      Section 10.02  Creditor Status.  Any assets which the Company may
acquire or set aside to help cover its financial liabilities are and must
remain general assets of the Company subject to the claims of its creditors.
Neither the Company nor this Plan gives the Participant any beneficial
ownership interest in any asset of the Company.  All rights of ownership in
any such assets are and remain in the Company and Participants and their
Beneficiaries shall have only the rights of general creditors of the Company.








































                                      14
<PAGE>
                                  ARTICLE XI

                                MISCELLANEOUS


      Section 11.01  Written Notice.  Any notice which shall or be or may
be given under the Plan or a Deferral Agreement shall be in writing and shall
be mailed by United States mail, postage prepaid.  If notice is to be given to
the Committee, such notice shall be addressed to 1000 South Second Street,
Sunbury, Pennsylvania  17801, and marked for the attention of the Executive
Compensation Committee, or if notice to a Participant, addressed to the
address shown on the Participant's Deferral Agreement.

      Section 11.02  Change of Address.  Any Participant or the Committee
may, from time to time, change the address to which notices shall be mailed
by the other by giving written notice of a new address.

      Section 11.03  Amendment and Termination.  The Company retains the
sole and unilateral right to terminate, amend, modify, or supplement this
Plan, in whole or in part at any time.  This right includes the right to make
retroactive amendments.  However, no exercise of this right shall reduce the
Account of any Participant or his Beneficiary.

      Section 11.04  Nontransferability.  Except insofar as prohibited by
applicable law, no sale, transfer, alienation, assignment, pledge,
collateralization or attachment of any benefits under this Plan shall be valid
or recognized  by the Company.  Neither the Participant, his spouse, or
designated Beneficiary shall have any power to hypothecate, mortgage, commute,
modify or otherwise encumber in advance of any of the benefits payable
hereunder, nor shall any of said benefits be subject to seizure for the
payment of any debts, judgments, alimony or maintenance, owed by the
Participant or his Beneficiary, or be transferable by operation of law in the
event of bankruptcy, insolvency or otherwise.  Notwithstanding the foregoing,
the Company shall pay benefits in accordance with a qualified domestic
relations order as defined in the Employee Retirement Income Security Act of
1974, and benefits payable under the Plan may be applied by the Company to
discharge obligations of the Participant, his Beneficiary or estate to the
Company.

      Section 11.05  Acceleration of Payment.  The Company reserves the
right to accelerate the payment of any benefits payable under this Plan at
any time without the consent of the Participant, his estate, his Beneficiary
or any other person claiming through the Participant.












                                      15
<PAGE>
      Section 11.06  Applicable Law.  This Plan shall be governed by the
laws of the United States, and to the extent permitted thereby by the laws of
the Commonwealth of Pennsylvania.  Any dispute or interpretation of the Plan
shall be litigated in the Court of Common Pleas of Northumberland County,
Pennsylvania.

      IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers on this 1st day of January, 1994,
effective as of January 1, 1994.



ATTEST:                                 WEIS MARKETS, INC.


      //William R. Mills                     //Robert F. Weis
- -------------------------------        BY:-----------------------------------
                                            Chairman of the Board
                                       Its:----------------------------------


                                      16
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>nsr.txt
<TEXT>
                             EMPLOYMENT AGREEMENT

     THIS AGREEMENT, made effective as of January 1, 2002 by and between WEIS
MARKETS, INC., a Pennsylvania corporation (the "Company"), and NORMAN S. RICH
(the "Executive"),

                               WITNESSETH THAT:

     WHEREAS, the Executive is currently serving as President of the Company,
and the Company desires to retain the Executive to continue to serve in such
capacity or capacities as the Board of Directors of the Company (the "Board")
or the Chairman of the Board (the "Chairman") may from time to time determine,
and the Executive is willing to continue to serve in such capacity or
capacities, on the terms and conditions herein set forth;

     NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto, each intending to be legally bound hereby, agree as
follows:

     1.  Employment.  The Company agrees to continue to employ the Executive,
and the Executive agrees to continue to be employed by the Company, for the
Term provided in Paragraph 3(a) below and upon the other terms and conditions
hereinafter provided.  The Executive hereby represents and warrants that he has
the legal capacity to execute and perform this Agreement, that it is a valid
and binding agreement, enforceable against him according to its terms, and that
its execution and performance by him do not violate the terms of any existing
agreement or understanding to which the Executive is a party.

     2.  Position and Responsibilities.  During the Term, the Executive agrees
to serve as the President of the Company or in such other executive capacity or
capacities for the Company and/or any of its subsidiaries or affiliated
companies as the Board or the Chairman may from time to time determine.  The
Executive also agrees to serve, if elected and without additional compensation,
as a member of the Board and/or as an officer and director of any other parent,
subsidiary or affiliate of the Company.

     3.  Term and Duties.

     (a) Term of Agreement.  The term of the Executive's employment under this
     Agreement shall commence on January 1, 2002 and shall continue thereafter
     through December 31, 2006 (the "Term").

     (b) Duties.  During the Term, and except for illness or incapacity and
     reasonable vacation periods of not less than five weeks in any calendar
     year (or such greater periods as shall be consistent with the Company's
     policies for other key the Executives), the Executive shall devote all of
     his business time, attention, skill and efforts exclusively to the
     business and affairs of the Company and its subsidiaries and affiliates,
     shall not be engaged in any other business activity, and shall perform
     and discharge well and faithfully the duties which may be assigned to him
     from time to time by the Board or the Chairman; provided, however, that
     nothing in this Agreement shall preclude the Executive from devoting time
     during reasonable periods required for:

       (i) serving, in accordance with the Company's policies and with the
       prior approval of the Board or the Chairman, which prior approval
       will not be unreasonably withheld, as a director of any company or
       organization involving no actual or potential conflict of interest
       with the Company or any of its subsidiaries or affiliates;

       (ii) delivering lectures and fulfilling speaking engagements;

       (iii) engaging in charitable and community activities; and

       (iv) investing his personal assets in businesses in which his
       participation is solely that of an investor in such form or manner
       as will not violate Section 7 below or require any services on the
       part of the Executive in the operation or the affairs of such
       business, provided, however, that such activities do not materially
       affect or interfere with the performance of the Executive's duties
       and obligations to the Company.

     4.  Compensation.  For all services rendered by the Executive in any
capacity required hereunder during the Term, including, without limitation,
services as an the Executive, officer, director, or member of any committee of
the Company or any subsidiary, affiliate or division thereof, the Executive
shall be compensated as set forth below:

     (a)  Base Salary.  The Executive shall be paid a fixed salary ("Base
     Salary") of $580,000 per annum as of the effective date of this Agreement.
     The Base Salary amount is subject to periodic review and adjustment by
     the Board or its Executive Compensation Committee but shall not be less
     than $580,000 per annum during the Term of this Agreement.  Base Salary
     shall be payable in accordance with the customary payroll practices of
     the Company, but in no event less frequently than monthly.

     (b)  Bonus.  The Executive shall be eligible to participate in such
     annual or long-term bonus or incentive plans as the Company shall from
     time to time maintain for its senior the Executives.  The basis for the
     Executive's participation shall be the same as for other similarly
     situated the Executives, and it is understood that awards under any such
     plan may be discretionary.

     (c)  Equity-Based Compensation.  The Executive shall be eligible to
     participate in, and to be granted stock options, stock appreciation
     rights or other equity-based awards under, the Company's 1995 Stock Option
     Plan or such other stock option, stock ownership, stock incentive or
     other equity-based compensation plans as the Company shall from time to
     time maintain for its senior the Executives.  The basis for the
     Executive's participation shall be the same as for other similarly
     situated the Executives, and it is understood that awards under any such
     plan may be discretionary.

     (d)  SERP Contribution.  During the Term, the Company's annual
     contributions to the Executive's accounts under the Company's Supplemental
     Executive Retirement Plan (together with any successor plan, the "SERP")
     shall not be less than $30,000.

     (e)  Additional Benefits.  Except as modified by this Agreement, the
     Executive shall be entitled to participate in all compensation or
     employee benefit plans or programs, and to receive all benefits,
     perquisites and emoluments, for which any member of senior management at
     the Company is eligible under any plan or program now or hereafter
     established and maintained by the Company for senior officers, to the
     extent permissible under the general terms and provisions of such plans
     or programs and in accordance with the provisions thereof, including
     group hospitalization, health, dental care, senior executive life or
     other life insurance, travel or accident insurance, disability plans,
     tax-qualified or non-qualified pension, savings, thrift and profit-
     sharing plans, deferred compensation plans, sick-leave plans, auto
     allowance or auto lease plans, and executive contingent compensation
     plans, including, without limitation, capital accumulation programs and
     stock purchase plans.  Notwithstanding the foregoing, the Executive
     acknowledges and agrees that the severance payments provided in certain
     circumstances under this Agreement are in lieu of any rights which the
     Executive might otherwise have under any and all other displacement,
     separation or severance plans or programs of the Company, and the
     Executive hereby waives all rights to participate in any of such plans
     or programs in the event of the termination of his employment during the
     Term.

     5.  Business Expenses.  The Company shall pay or reimburse the Executive
for all reasonable travel and other expenses incurred by the Executive (and
his spouse where there is a legitimate business reason for his spouse to
accompany him) in connection with the performance of his duties and
obligations under this Agreement, subject to the Executive's presentation of
appropriate vouchers in accordance with such policies and procedures as the
Company from time to time establish for senior officers.

     6.  Effect of Termination of Employment; Effect of Disability.

     (a)  Without Cause Termination or Termination by the Executive for Good
     Reason.  Subject to the provisions of Section 7 below, in the event the
     Executive's employment hereunder terminates due to either a Without Cause
     Termination (as defined in Section 6(f)(iii)) or a termination by the
     Executive for Good Reason (as defined in Section 6(f)(ii)):

       (i)  earned but unpaid Base Salary as of the Date of Termination
       (as defined in Section 14(b)) and any earned but unpaid bonuses for
       prior years (collectively, the "Accrued Obligations"), shall be
       payable in full, and the Company shall, as liquidated damages or
       severance pay, or both:

            (A)  continue to pay the Executive's Base Salary, as in effect
            at the Date of Termination, from the Date of Termination until
            the end of the Term, and

            (B)  pay to the Executive for the year of termination and for
            each subsequent calendar year or portion thereof during the
            remainder of the Term, an amount (prorated in the case of any
            partial year) equal to the highest annual incentive bonus
            received by the Executive for any year in the three years
            preceding the Date of Termination, such payments to be made at
            the normal times for payment of bonuses under the Company's
            annual bonus plan as in effect at the Date of Termination (the
            "Bonus Plan").

     With respect to the payments provided for in this Section 6(a)(i), the
     Executive shall be entitled, to the extent permitted by law as determined
     by the Company in good faith, to participate in any compensation deferral
     plans or arrangements then provided by the Company to senior the
     Executives on the same basis as if he had remained an employee through
     the end of the Term.

       (ii)  Until the end of the Term, the Company shall pay to the
        Executive, in lieu of Company contributions to the SERP and at the
       time such contributions would otherwise have been made to the SERP,
       the amount of $30,000 per year.

       (iii)  The Company shall continue to provide the Executive and the
       Executive's spouse through December 31, 2001 with medical, dental,
       accident, disability and life insurance benefits upon substantially
       the same terms and conditions (including contributions required by
       the Executive for such benefits) as those of the applicable employee
       benefit plans in effect from time to time as applied to employees;
       provided, however, that if the Executive or his spouse cannot
       continue to participate under the terms of the Company plans
       providing such benefits, the Company shall otherwise provide such
       benefits on (as nearly as reasonably practicable) the same after-tax
       basis as if continued participation had been permitted.
       Notwithstanding the foregoing, in the event the Executive becomes re-
       employed with another employer and becomes eligible to receive
       welfare benefits from such employer, the welfare benefits described
       herein shall be secondary to such benefits during the period of the
       Executive's eligibility, but only to the extent that the Company
       reimburses the Executive for any increased cost and provides any
       additional benefits necessary to give the Executive the benefits
       provided hereunder.

       (iv)  The Executive shall be entitled to vested benefits under all
       other compensation or benefit plans in which the Executive
       participated as of the date of termination, as determined under the
       terms of the applicable plan or agreement.

     (b)  Disability.  In the event of the Executive's Disability, the Company
     may, by giving a Notice of Disability as provided in Section 14(c),
     remove the Executive from active employment and in that event shall
     provide the Executive with the same payments and benefits as those
     provided in Section 6(a), except that:

       (i) Base Salary payments under Section 6(a)(i)(A) shall be at the
       rate 50% of the Executive's Base Salary as in effect at the Date of
       Disability;

       (ii) in lieu of the bonus payments provided in Section 6(a)(i)(B),
       the Executive shall receive, at the same time as bonus payments for
       the year of Disability would otherwise be made under the Bonus Plan,
       a prorated bonus for the year of Disability only equal to the amount
       determined by the Company in good faith (which determination shall be
       final and conclusive) to be the amount of the bonus award the
       Executive would have received if he had been employed throughout the
       bonus year, prorated on a daily basis as of the Date of Disability;
       and

       (iii) except for Accrued Obligations, Base Salary payments shall be
       offset by any amounts otherwise payable to the Executive under the
       Company's disability program generally available to other employees.

     (c)  Retirement.  In the event the Executive's employment hereunder
     terminates due to Retirement:

       (i)  Accrued Obligations as of the Date of Retirement shall be
       payable in full;

       (ii)  the Company shall pay to the Executive, at the same time as
       bonus payments for the year of Retirement would otherwise be made
       under the Bonus Plan, a prorated bonus for the year of Retirement
       only equal to the amount determined by the Company in good faith
       (which determination shall be final and conclusive) to be the amount
       of the bonus award the Executive would have received if he had been
       employed throughout the bonus year, prorated on a daily basis as of
       the Date of Retirement;

       (iii)  the Company shall continue to provide the Executive and the
       Executive's spouse through December 31, 2011 with medical, dental,
       accident, disability and life insurance benefits in accordance with
       Section 6(a)(iii) above; and

       (iv)  the Executive shall receive such retirement and other benefits
       as he is entitled to receive under the terms of the Company'
       retirement and other compensation and benefit plans, as determined
       under the terms of the applicable plan or agreement.

     (d)  Death.  In the event the Executive's employment hereunder terminates
     due to death:

       (i)  Accrued Obligations as of the date of death shall be payable in
       full;

       (ii)  from the date of the Executive's death until the end of the
       Term, the Company shall, at the same times Base Salary would
       otherwise be payable hereunder, make payments at the rate of 50% of
       the Executive's Base Salary in effect at the date of death to (A)
       the Executive's spouse at the date of his death, should she survive
       him and (B) following the death of the Executive's spouse or should
       she not survive him, to the Executive's estate;

       (iii)  the Company shall pay to the Executive's estate, at the same
       time as bonus payments for the year of death would otherwise be made
       under the Bonus Plan, a prorated bonus for the year of death only
       equal to the amount determined by the Company in good faith (which
       determination shall be final and conclusive) to be the amount of the
       bonus award the Executive would have received if he had been
       employed throughout the bonus year, prorated on a daily basis as of
       the date of death; and

       (iv)  in the event the Executive is survived by his spouse, the
       Company shall continue to provide the Executive's spouse through
       December 31, 2011 with medical and dental insurance benefits in
       accordance with Section 6(a)(iii) above;

     (e)  Other Termination of Employment.  In the event the Executive's
     employment hereunder terminates due to a Termination for Cause or the
     Executive terminates employment with the Company other than for Good
     Reason, Disability, Retirement or death, Accrued Obligations and vested
     benefits as of the Date of Termination shall be payable in full.  No
     other payments shall be made, or benefits provided, by the Company except
     for benefits which have already become vested under the terms of employee
     benefit programs maintained by the Company or its affiliates for its
     employees generally as provided in Section 10.

     (f)  Definitions.  For purposes of this Agreement, the following terms,
     when capitalized, shall have the following meanings unless the context
     otherwise requires:

       (i)  "Termination for Cause" means, to the maximum extent permitted
       by applicable law, a termination of the Executive's employment by
       the Company by a vote of the majority of the Board members then in
       office, because the Executive (a) has been convicted of, or has
       entered a plea of nolo contendere to, a criminal offense involving
       moral turpitude, or (b) has willfully continued to fail to
       substantially perform his duties with the Company (other than any
       such failure resulting from the Executive's incapacity due to
       physical or mental illness or any such failure subsequent to the
       Executive being delivered a Notice of Termination without Cause by
       the Company or delivering a Notice of Termination for Good Reason to
       the Company) after a written demand for substantial performance is
       delivered to the Executive by the Board which specifically
       identifies the manner in which the Board believes that the Executive
       has not substantially performed his duties or (c) has committed an
       improper action resulting in personal enrichment at the expense of
       the Company or (d) has engaged in illegal or gross misconduct that
       is materially and demonstrably injurious to the Company, or (e) has
       violated the representations made in Section 1 above, or the
       provisions of Section 7 below; provided, however, that the Board has
       given the Executive advance notice of such Termination for Cause
       including the reasons therefor, together with a reasonable
       opportunity for the Executive to appear with counsel before the
       Board and to reply to such notice.

       (ii) a "termination by the Executive for 'Good Reason'" shall mean a
       termination of his employment by the Executive:

            (A)  by a Notice of Termination given during the period
            beginning 30 days and ending 180 days following the occurrence
            of a Change of Control, regardless of the reason or lack of
            reason for such termination; or

            (B)  by a Notice of Termination given otherwise during the
            period beginning on the date of a Change of Control and ending
            on the second anniversary of the date of the Change of Control
            due to:

              (1) any change in the duties or responsibilities (including
              reporting responsibilities) of the Executive that is
              inconsistent in any material and adverse respect with the
              Executive's position(s), duties, responsibilities or
              status with the Company immediately prior to such Change
              of Control (including any material and adverse diminution
              of such duties or responsibilities);

              (2)  a material and adverse change in the Executive's
              titles or offices (including, if applicable, membership on
              the Board) with the Company as in effect immediately prior
              to such Change of Control;

              (3)  a material and adverse change in the aggregate value
              of the Executive's compensation and benefits as in effect
              during the 12 months immediately prior to such Change of
              Control;

              (4)  any requirement of the Company that the Executive be
              based anywhere more than 60 miles from the office where
              the Executive is located at the time of the Change of
              Control; or

              (5)  the failure of the Company to obtain the assumption
              of this Agreement from any Surviving Corporation as
              contemplated in Section 6(f)(iv)(B)(4).

            (C)  at any time due to:

              (1) any reduction without the consent of the Executive in
              the Executive's salary below the amount then provided for
              under Paragraph 4(a) hereof; or

              (2)  a failure of the Company or its successor to fulfill
              its obligations under this Agreement in any material
              respect.  An isolated, insubstantial and inadvertent
              action taken in good faith and which is remedied by the
              Company within 10 days after receipt of notice thereof
              given by the Executive shall not constitute Good Reason.
              The Executive's right to terminate employment for Good
              Reason shall not be affected by the Executive's
              incapacities due to mental or physical illness and the
              Executive's continued employment shall not constitute
              consent to, or a waiver of rights with respect to, any
              event or condition constituting Good Reason; provided,
              however, that the Executive must provide notice of
              termination of employment within 180 days following the
              Executive's knowledge of an event constituting Good
              Reason or such event shall not constitute Good Reason
              under this Agreement.

       (iii)  "Without Cause Termination" means a termination of the
       Executive's employment by the Company other than due to Disability
       or expiration of the Term and other than a Termination for Cause.

       (iv)  "Change of Control" means the occurrence of any of the
       following events:

            (A)  individuals who on the effective date of this Agreement
            constitute the Board (the "Incumbent Directors") cease for any
            reason to constitute at least a majority of the Board, provided
            that any person becoming a director subsequent to the effective
            date, whose election or nomination for election was approved by
            a vote of at least two-thirds of the Incumbent Directors then
            on the Board (either by a specific vote or by approval of the
            proxy statement of the Company in which such person is named as
            a nominee for director, without written objection by such
            Incumbent Directors to such nomination) shall be deemed to be
            an Incumbent Director; provided, however, that no individual
            elected or nominated as a director of the Company initially as
            a result of an actual or threatened election contest with
            respect to directors or any other actual or threatened
            solicitation of proxies by or on behalf of any person other
            than the Board shall be deemed to be an Incumbent Director; or

            (B)  Any merger, consolidation, division, share exchange, sale
            or other transfer of assets, liquidation or other transaction
            or series of related transactions outside the ordinary course
            of business involving the Company or any of its subsidiaries
            (a "Business Combination"), unless immediately following such
            Business Combination there shall be a corporation (the
            "Surviving Corporation") which meets each of the following
            requirements:  (1) the Surviving Corporation owns, directly or
            indirectly through subsidiaries, consolidated assets of the
            Company which immediately prior to the Business Combination had
            an aggregate book value equal to more than 75% of the book value
            of the Company's consolidated total assets as of the close of
            the most recent fiscal quarter ended on or prior to the date of
            the first public announcement of the Business Combination; (2)
            at least a majority of the voting power in the election of
            directors of the Surviving Corporation is held by the
            shareholders of the Company having such power in the election
            of the Board immediately prior to the Business Combination and,
            other than as a result of an election by such shareholders to
            receive consideration other than in shares of the Surviving
            Corporation, such voting power is held by such shareholders in
            substantially the same proportions as immediately prior to the
            Business Combination; (3) at least a majority of the members of
            the board of directors of the Surviving Corporation were
            Incumbent Directors at the time of the Board's approval of the
            execution of the initial agreement providing for such Business
            Combination; and (4) the Surviving Corporation, if other than
            the Company, shall have expressly assumed in writing the
            obligations of the Company under this Agreement.

       (v)  "Disability" for purposes of this Agreement means the Executive
       shall be disabled so as to be unable to perform for 180 days in any
       365-day period, with or without reasonable accommodation, the
       essential functions of his positions under this Agreement, as
       determined by a person or entity experienced in this field selected
       by the Company and acceptable to the Executive or his representative.

       (vi)  "Retirement" means a voluntary termination of his employment by
       the Executive (1) on or after attainment of age 65, (2) on not less
       than 6 months' Notice of Retirement as provided in Section 14 and (4)
       under circumstances not constituting a Termination for Cause, Without
       Cause Termination, termination for Good Reason, Disability or death.

       (vii)  The "Date of Termination," "Date of Disability" and "Date of
       Retirement" shall have the meanings ascribed to them in Section 14.
       To the fullest extent permitted by applicable law, to the extent
       this Agreement requires the payment of Base Salary and/or the
       provision of coverages and benefits subsequent to the Date of
       Termination or Date of Disability, the Executive's Date of
       Termination or Date of Disability, as applicable, shall not be
       treated as a termination of employment (a "Benefit Plan Termination
       Date") from the Company for purposes of determining the Executive's
       rights, responsibilities and tax treatment under any and all
       employee pension, welfare and fringe benefit plans maintained by the
       Company.  Rather, the Benefit Plan Termination Date shall be the day
       following the last day for which any Base Salary and/or coverages
       and benefits are required to be provided by this Agreement.

     7.  Other Duties of the Executive During and After Term.

     (a)  Confidential Information.  The Executive recognizes and acknowledges
     that certain information pertaining to the affairs, business, suppliers,
     or customers of the Company or any of its subsidiaries or affiliates (any
     or all of such entities hereinafter referred to as the "Business"), as
     such information may exist from time to time, is confidential information
     and is a unique and valuable asset of the Business, access to and
     knowledge of which are essential to the performance of his duties under
     this Agreement.  The Executive shall not, through the end of the Term or
     at any time thereafter, except to the extent reasonably necessary in the
     performance of his duties under this Agreement, divulge to any person,
     firm, association, corporation or governmental agency, any information
     concerning the affairs, business, suppliers, or customers of the Business
     (except such information as is required by law to be divulged to a
     government agency or pursuant to lawful process or such information which
     is or shall become part of the public realm through no fault of the
     Executive), or make use of any such information for his own purposes or
     for the benefit of any person, firm, association or corporation (except
     the Business) and shall use his reasonable best efforts to prevent the
     disclosure of any such information by others.  All records and documents
     relating to the Business, whether made by the Executive or otherwise
     coming into his possession are, shall be, and shall remain the property
     of the Business.  No copies thereof shall be made which are not retained
     by the Business, and the Executive agrees, on any termination of his
     employment, or on demand of the Company, to deliver the same to the
     Company.

     (b)  Non-Competition.  During his employment by the Company, whether
     during or after the Term, and for a period of four years following the
     termination of his employment for any reason except for a Without Cause
     Termination or termination by the Executive for Good Reason, the
     Executive shall not, without express prior written approval by order of
     the Board, directly or indirectly, engage in, whether as an officer,
     director, employee, consultant, agent, partner, joint venturer,
     proprietor or otherwise, become interested in (other than as a
     shareholder owning not more than 1% of the outstanding shares of any
     class of securities registered under Section 12 of the Securities
     Exchange Act of 1934) or assist any business which (i) is in
     competition with the Company or any of its affiliates in the retail
     grocery business or (A) during his employment, in any other business in
     which the Company or any of its subsidiaries is then engaged or proposes
     to engage or (B) following the termination of his employment, in any
     other business which during the 12 months preceding the Executive's Date
     of Termination accounted for more than 2% of the Company's consolidated
     revenues and (ii) engages in any such business in any county in which the
     Company then engages in such business or any county contiguous thereto.

     (c)  Non-Interference.  During his employment with the Company and until
     four years after the termination of the Executive's employment, whether
     during or after the Term and notwithstanding the cause of termination,
     the Executive shall not (i) hire or employ, directly or indirectly
     through any enterprise with which he is associated, any employee of the
     Company or any of its affiliates or (ii) recruit, solicit or induce (or
     in any way assist another person or enterprise in recruiting, soliciting
     or inducing) any such employee or any consultant, vendor or supplier of
     the Company or any of its affiliates to terminate or reduce such person's
     employment, consulting or other relationship with the Company or any of
     its affiliates.

     (d)  Remedies.  The Company's obligation to make payments or provide for
     or increase any benefits under this Agreement (except to the extent
     previously vested) shall cease upon any violation of the provisions of
     this Section 7; provided, however, that the Executive shall first have the
     right to appear before the Board with counsel and that such cessation of
     payments or benefits shall require a vote of a majority of the Board
     members then in office.  In addition, in the event of a violation by the
     Executive of the provisions of this Section 7, the Company shall be
     entitled, if it shall so elect, to institute legal proceedings to obtain
     damages for any such breach, and/or to enforce the specific performance
     by the Executive of this Section 7 and to enjoin the Executive from any
     further violation, and may exercise such remedies cumulatively or in
     conjunction with such other remedies as may be available to the Company
     at law or in equity.  The Executive acknowledges, however, that the
     remedies at law for any breach by him of the provisions of this Section 7
     would be inadequate and agrees that the Company shall be entitled to
     injunctive relief against him in the event of any such breach.

     (d)  Survival; Authorization to Modify Restrictions.  The covenants of the
     Executive contained in this Section 7 shall survive any termination of the
     Executive's employment for the periods stated herein, whether during or
     after the Term and, except as otherwise provided in this Section 7,
     regardless of the reason for such termination.  The Executive represents
     that his experience and capabilities are such that the enforcement of the
     provisions of this Section 7 will not prevent him from earning his
     livelihood, and acknowledges that it would cause the Company serious and
     irreparable injury and cost if the Executive were to use his ability and
     knowledge in competition with the Company or to otherwise breach the
     obligations contained in this Section 7.  Accordingly, it is the
     intention of the parties that the provisions of this Section 7 shall be
     enforceable to the fullest extent permissible under applicable law, but
     that the unenforceability (or modification to conform to such law) of any
     provision or provisions hereof shall not render unenforceable, or impair,
     the remainder thereof.  If any provision or provisions hereof shall be
     deemed invalid or unenforceable, either in whole or in part, this
     Agreement shall be deemed amended to delete or modify, as necessary, the
     offending provision or provisions and to alter the bounds thereof to the
     extent required in order to render it valid and enforceable.

     8.  Certain Additional Payments by the Company.

     (a)  Anything in this Agreement to the contrary notwithstanding, in the
     event it shall be determined that any payment, award, benefit or
     distribution (or any acceleration of any payment, award, benefit or
     distribution) by the Company (or any of its affiliated entities) or any
     entity which effectuates a Change of Control (or any of its affiliated
     entities) to or for the benefit of the Executive (whether pursuant to the
     terms of this Agreement or otherwise, but determined without regard to
     any additional payments required under this Section 8) (the "Payments")
     would be subject to the excise tax imposed by Section 4999 of the
     Internal Revenue Code of 1986, as amended (the "Code"), or any interest
     or penalties are incurred by the Executive with respect to such excise
     tax (such excise tax, together with any such interest and penalties, are
     hereinafter collectively referred to as the "Excise Tax"), then the
     Company shall pay to the Executive an additional payment (a "Gross-Up
     Payment") in an amount such that after payment by the Executive of all
     taxes (including any Excise Tax) imposed upon the Gross-Up Payment, the
     Executive retains an amount of the Gross-Up Payment equal to the sum of
     (x) the Excise Tax imposed upon the Payments and (y) the product of any
     deductions disallowed because of the inclusion of the Gross-Up Payment in
     the Executive's adjusted gross income and the highest applicable marginal
     rate of federal income taxation for the calendar year in which the Gross-
     Up Payment is to be made.  For purposes of determining the amount of the
     Gross-Up Payment, the Executive shall be deemed to (i) pay federal income
     taxes at the highest marginal rates of federal income taxation for the
     calendar year in which the Gross-Up Payment is to be made, (ii) pay
     applicable state and local income taxes at the highest marginal rate of
     taxation for the calendar year in which the Gross-Up Payment is to be
     made, net of the maximum reduction in federal income taxes which could be
     obtained from deduction of such state and local taxes and (iii) have
     otherwise allowable deductions for federal income tax purposes at least
     equal to the Gross-Up Payment.  Notwithstanding the foregoing provisions
     of this Section 8(a), if it shall be determined that the Executive is
     entitled to a Gross-Up Payment, but that the Payments would not be
     subject to the Excise Tax if the Payments were reduced by an amount that
     is less than 5% of the portion of the Payments that would be treated as
     "parachute payments" under Section 280G of the Code, then the amounts
     payable to the Executive under this Agreement shall be reduced (but not
     below zero) to the maximum amount that could be paid to the Executive
     without giving rise to the Excise Tax (the "Safe Harbor Cap"), and no
     Gross-Up Payment shall be made to the Executive. The reduction of the
     amounts payable hereunder, if applicable, shall be made by reducing first
     the payments under Section 6(a)(ii), unless an alternative method of
     reduction is elected by the Executive.  For purposes of reducing the
     Payments to the Safe Harbor Cap, only amounts payable under this
     Agreement (and no other Payments) shall be reduced.  If the reduction of
     the amounts payable hereunder would not result in a reduction of the
     Payments to the Safe Harbor Cap, no amounts payable under this Agreement
     shall be reduced pursuant to this provision.

     (b)  Subject to the provisions of Section 8(a), all determinations
     required to be made under this Section 8, including whether and when a
     Gross-Up Payment is required, the amount of such Gross-Up Payment, the
     reduction of the Payments to the Safe Harbor Cap and the assumptions to
     be utilized in arriving at such determinations, shall be made by the
     public accounting firm that is retained by the Company as of the date
     immediately prior to the Change of Control (the "Accounting Firm") which
     shall provide detailed supporting calculations both to the Company and
     the Executive within 15 business days of the receipt of notice from the
     Company or the Executive that there has been a Payment, or such earlier
     time as is requested by the Company (collectively, the "Determination").
     In the event that the Accounting Firm is serving as accountant or auditor
     for the individual, entity or group effecting the Change of Control, the
     Executive may appoint another nationally recognized public accounting
     firm to make the determinations required hereunder (which accounting
     firm shall then be referred to as the Accounting Firm hereunder).  All
     fees and expenses of the Accounting Firm shall be borne solely by the
     Company, and the Company shall enter into any agreement requested by the
     Accounting Firm in connection with the performance of the services
     hereunder.  The Gross-Up Payment under this Section 8 with respect to
     any Payments shall be made no later than 30 days following such Payment.
     If the Accounting Firm determines that no Excise Tax is payable by the
     Executive, it shall furnish the Executive with a written opinion to such
     effect, and to the effect that failure to report the Excise Tax, if any,
     on the Executive's applicable federal income tax return will not result
     in the imposition of a negligence or similar penalty.  In the event the
     Accounting Firm determines that the Payments shall be reduced to the Safe
     Harbor Cap, it shall furnish the Executive with a written opinion to such
     effect.  The Determination by the Accounting Firm shall be binding upon
     the Company and the Executive.  As a result of the uncertainty in the
     application of Section 4999 of the Code at the time of the Determination,
     it is possible that Gross-Up Payments which will not have been made by
     the Company should have been made ("Underpayment") or Gross-Up Payments
     are made by the Company which should not have been made ("Overpayment"),
     consistent with the calculations required to be made hereunder.  In the
     event that the Executive thereafter is required to make payment of any
     Excise Tax or additional Excise Tax, the Accounting Firm shall determine
     the amount of the Underpayment that has occurred and any such
     Underpayment (together with interest at the rate provided in Section
     1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or
     for the benefit of the Executive.  In the event the amount of the Gross-
     Up Payment exceeds the amount necessary to reimburse the Executive for
     his Excise Tax, the Accounting Firm shall determine the amount of the
     Overpayment that has been made, and any such Overpayment (together with
     interest at the rate provided in Section 1274(b)(2) of the Code) shall be
     promptly paid by the Executive (to the extent he has received a refund if
     the applicable Excise Tax has been paid to the Internal Revenue Service)
     to or for the benefit of the Company.  The Executive shall cooperate, to
     the extent his expenses are reimbursed by the Company, with any
     reasonable requests by the Company in connection with any contests or
     disputes with the Internal Revenue Service in connection with the Excise
     Tax.

     9.  Resolution of Disputes.  Except as otherwise provided in Section 7(d)
     hereof, any dispute or controversy arising under or in connection with
     this Agreement shall be settled exclusively by arbitration in Sunbury,
     Pennsylvania, by three arbitrators in accordance with the rules of the
     American Arbitration Association then in effect.  Judgment may be entered
     on the arbitrators' award in any court having jurisdiction.  In the event
     of any arbitration, litigation or other proceeding between the Company
     and the Executive with respect to the subject matter of this Agreement
     and the enforcement of rights hereunder, the Company shall reimburse the
     Executive for his reasonable costs and expenses relating to such
     arbitration, litigation or other proceeding, including attorneys' fees
     and expenses, to the extent that such arbitration, litigation or other
     proceeding results in any:  (i) settlement requiring the Company to make
     a payment, continue to make payments or provide any other benefit to the
     Executive; or (ii) judgment, order or award against the Company in favor
     of the Executive or his spouse, legal representative or heirs, unless
     such judgment, order or award is subsequently reversed on appeal or in a
     collateral proceeding.  At the request of the Executive, costs and
     expenses (including attorneys' fees) incurred in connection with any
     arbitration, litigation or other proceeding referred to in this Section
     shall be paid by the Company in advance of the final disposition of the
     arbitration, litigation or other proceeding upon receipt of an
     undertaking by or on behalf of the Executive to repay the amounts
     advanced if it is ultimately determined that he is not entitled to
     reimbursement of such costs and expenses by the Company as set forth in
     this Section.

     10.  Full Settlement; No Mitigation; Non-Exclusivity of Benefits.  The
     Company's obligation to make any payment provided for in this Agreement
     and otherwise to perform its obligations hereunder shall be in lieu and
     in full settlement of all other severance payments to the Executive under
     any other severance plan, arrangement or agreement of the Company and its
     affiliates, and in full settlement of any and all claims or rights of the
     Executive for severance, separation and/or salary continuation payments
     resulting from the termination of his employment.  In no event shall the
     Executive be obligated to seek other employment or to take other action
     by way of mitigation of the amounts payable to the Executive under any of
     the provisions of this Agreement, and except as specifically provided
     herein, such amounts shall not be reduced whether or not the Executive
     obtains other employment.  Except as provided above in this Section 10,
     nothing in this Agreement shall prevent or limit the Executive's
     continuing or future participation in any plan, program, policy or
     practice provided by the Company or any of its affiliates for which the
     Executive may qualify, nor, except as otherwise specifically provided in
     this Agreement, shall anything herein limit or otherwise affect such
     rights as the Executive may have under any contract or agreement with the
     Company or any of its affiliates, including without limitation any stock
     option agreement.  Amounts or benefits which are vested benefits or which
     the Executive is otherwise entitled to receive under any such plan,
     program, policy, practice, contract or agreement prior to, at or
     subsequent to any Date of Termination, Date of Disability or Date of
     Retirement shall be paid or provided in accordance with the terms of such
     plan, program, policy, practice, contract or agreement except as
     explicitly modified by this Agreement.

     11.  Employment and Payments by Affiliates.  Except as herein otherwise
     specifically provided, references in this Agreement to employment by the
     Company shall include employment by affiliates of the Company, and the
     obligation of the Company to make any payment or provide any benefit to
     the Executive hereunder shall be deemed satisfied to the extent that such
     payment is made or such benefit is provided by any affiliate of the
     Company.

     12.  Withholding Taxes.  The Company may directly or indirectly withhold
     from any payments made under this Agreement all Federal, state, city or
     other taxes as shall be required pursuant to any law or governmental
     regulation or ruling.

     13.  Consolidation, Merger, or Sale of Assets.  Nothing in this Agreement
     shall preclude the Company from consolidating or merging into or with, or
     transferring all or substantially all of its assets to, another
     corporation or entity which assumes this Agreement and all obligations
     and undertakings of the Company hereunder.  Upon such a consolidation,
     merger or transfer of assets and assumption, the term, "Company" as used
     herein shall mean such other corporation or entity, and this Agreement
     shall continue in full force and effect.

     14.  Notices.

     (a)  General.  All notices, requests, demands and other communications
     required or permitted hereunder shall be given in writing and shall be
     deemed to have been duly given when delivered or 5 days after being
     deposited in the United States mail, certified and return receipt
     requested, postage prepaid, addressed as follows:

       (i)     To the Company:
            Weis Markets, Inc.
            1000 S. Second Street
            P.O. Box 471
            Sunbury, PA  17801

            Attention:  _______________

       (ii)    To the Executive:
            Norman S. Rich
            28 Beth Ellen Drive
            Lewisburg, PA  17837
            or to such other address as the addressee party shall
            have previously specified in writing to the other.

     (b)  Notice of Termination.  Except in the case of death of the
     Executive, any termination of the Executive's employment hereunder,
     whether by the Executive or the Company, shall be effected only by a
     written notice given to the other party in accordance with this Section
     14 (a "Notice of Termination").  Any Notice of Termination shall (i)
     indicate the specific termination provision in Section 6 relied upon,
     (ii) in the case of a termination by the Company for Cause or by the
     Executive for Good Reason, set forth in reasonable detail the facts and
     circumstances claimed to provide a basis for such termination and (iii)
     specify the effective date of such termination of employment (the "Date
     of Termination"), which shall not be less than 15 days nor more than 60
     days after such notice is given.  The failure of the Executive or the
     Company to set forth in any Notice of Termination any fact or
     circumstance which contributes to a showing of Cause or Good Reason shall
     not waive any right of the Executive or the Company hereunder or preclude
     the Executive or the Company from asserting such fact or circumstance in
     enforcing the Executive's or the Company's rights hereunder.

     (c)  Notice of Disability.  Any finding of Disability by the Company
     shall be effected only by a written notice given to the Executive in
     accordance with this Section 14 (a "Notice of Disability").  Any Notice
     of Disability shall (i) set forth in reasonable detail the facts and
     circumstances claimed to provide a basis for such finding of Disability
     and (ii) specify an effective date (the "Date of Disability"), which
     shall not be less than 10 days after such notice is given.  The failure
     of the Company to set forth in any Notice of Disability any fact or
     circumstance which contributes to a showing of Disability shall not
     waive any right of the Company hereunder or preclude the Company from
     asserting such fact or circumstance in enforcing the Company's rights
     hereunder.

     (d)  Notice of Retirement.  Retirement shall be effected only by a
     written notice given by the Executive in accordance with this Section 14
     (a "Notice of Retirement").  Any Notice of Retirement shall (i) indicate
     that it is a Notice of Retirement and (ii) specify an effective date
     (the "Date of Retirement) which shall not be less than six months after
     such notice is given.

     15.  No Attachment.  Except as required by law, no right to receive
     payments under this Agreement shall be subject to anticipation,
     commutation, alienation, sale, assignment, encumbrance, charge, pledge,
     or hypothecation or to execution, attachment, levy or similar process or
     assignment by operation of law, and any attempt, voluntary or
     involuntary, to effect any such action shall be null, void and of no
     effect; provided, however, that nothing in this Section 15 shall preclude
     the assumption of such rights by executors, administrators, or other
     legal representatives of the Executive or his estate or their assigning
     any rights hereunder to the person or persons entitled thereto.

     16.  Source of Payments.  Subject to Section 11 hereof, all payments
     provided for under this Agreement shall be paid in cash from the general
     funds of the Company.  The Company shall not be required to establish a
     special or separate fund or other segregation of assets to assure such
     payments, and, if the Company shall make any investments to aid it in
     meeting its obligations hereunder, the Executive shall have no right,
     title or interest whatever in or to any such investments except as may
     otherwise be expressly provided in a separate written instrument relating
     to such investments.  Nothing contained in this Agreement, and no action
     taken pursuant to its provisions, shall create or be construed to create
     a trust of any kind, or a fiduciary relationship, between the Company and
     the Executive or any other person.  To the extent that any person
     acquires a right to receive payments from the Company hereunder, such
     right shall be no greater than the right of an unsecured creditor.

     17.  Binding Agreement.  This Agreement shall be binding upon, and shall
     inure to the benefit of, the Executive and the Company and, as permitted
     by this Agreement, their respective successors, assigns, heirs,
     beneficiaries and representatives.

     18.  Governing Law.  The validity, interpretation, performance and
     enforcement of this Agreement shall be governed exclusively by the laws
     of the Commonwealth of Pennsylvania, without regard to principles of
     conflicts of laws thereof.

     19.  Counterparts; Headings.  This Agreement may be executed in
     counterparts, each of which, when executed, shall be deemed to be an
     original and all of which together shall be deemed to be one and the same
     instrument.  The underlined Section headings contained in this Agreement
     are for convenience of reference only and shall not affect the
     interpretation or construction of any provision hereof.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
     by its officer thereunto duly authorized, and the Executive has signed
     this Agreement, all as of the date first above written.


                                               WEIS MARKETS, INC.


                                            By:      //Robert F. Weis
                                                ---------------------------
                                          Name:        ROBERT F. WEIS
                                         Title:    Chairman of the Board
                                                   & Treasurer


                                                    //Norman S. Rich
                                                ---------------------------
                                                     NORMAN S. RICH


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>rph.txt
<TEXT>
                                 WEIS MARKETS, INC.
            1000 S. Second St.   P. O. Box 471   Sunbury, PA 17801-0471




As of March 5, 2001


FROM: Robert F. Weis
      Norman S. Rich

TO:   Robert Hermanns

RE:   Employment Agreement ("Agreement")

Dear Mr. Hermanns:

     This is to confirm our understanding regarding your employment with Weis
Markets, Inc. (the "Company") on the terms stated herein and in accordance
with the terms of employment contained in the letter from Norman S. Rich,
dated February 22, 2001, which are incorporated herein by reference.  The
Company agrees to employ you as vice president and chief operating officer
until March 5, 2004 to perform such executive duties as are consistent with
the position of vice president and chief operating officer.  The Company will
expect you during such time to diligently and conscientiously devote your full
time to such employment and to devote your best efforts in discharging your
duties of the Company.

     The Company currently expects the President and Chief Executive Officer
of the Company to retire on or before January 31, 2003.  The Company expects
that you will be considered to assume such positions upon his retirement,
taking into account your performance before such date and such other factors
as the Board of Directors of the Company considers relevant in its sole
discretion.  If you are offered such positions, it will be on terms and
conditions commensurate therewith.

     During the term of your employment, for your services, the Company will
pay you a salary at a monthly rate of not less than $29,166.67 per month
(less all amounts required to be withheld and deducted), subject to increase
from time to time at the discretion of the Compensation Committee of the Board
of Directors.  In addition, you will be entitled to participate in the
Company's 401(k) Plan, SERP and Incentive Stock Option Plan, all other
incentive, savings and retirement plans, practices and programs applicable
generally to other peer executives of the Company and to receive coverage
under the Company's health, life, and disability insurance policies and to
participate in any other welfare plans, practices or policies and to receive
any other fringe benefits and vacation provided by the Company to other peer
executives of the Company.

<PAGE>
        If the Company experiences a change of control:

        (i)     as a result of the consummation of a reorganization, merger
        or consolidation involving the Company, or sale or disposition of all
        or substantially all of the assets of the Company unless, following
        such transaction, all or substantially all of the persons with
        beneficial ownership (as defined in Rule 13(d)-3 of the Securities and
        Exchange Act of 1934, as amended (the "Act") aggregating 50% or more
        of the Company's outstanding Common Stock as of the date of this
        Agreement continue to own beneficially at least 50% of the successor
        corporation's outstanding Common Stock (including a corporation which
        as a result of such transactions owns all of or substantially all of
        the assets of the Company),

        (ii)     as a result of the acquisition by any person or group (within
        the meaning of Section 13(d)(3) or 14(d)(2) of the Act) of beneficial
        ownership (within the meaning of Rule 13d-3 of the Act) aggregating
        50% or more of the outstanding Common Stock of the Company, or

        (iii)     in the event that individuals who as of the date hereof
        constitute the Board (the "Incumbent Board"), cease to constitute at
        least a majority of the Board (provided that a director subsequently
        elected or nominated for election contest or other threat to the
        composition of the then Incumbent Board, shall be considered a member
        of the Incumbent Board),

and if, following such change of control (a) your employment is terminated by
the Company other than for Cause (defined below), or (b) you are asked to
relocate geographically to a location that is outside of a 60-mile radius from
the present location of the Company, or (c) your responsibilities or status
are substantially changed from those which you had within the six months prior
to the change of control (excluding for this purpose an isolated,
insubstantial and inadvertent action which is remedied promptly following
notice thereof given by you)(such events described in (a), (b) or
(c) hereinafter being referred to as a "Termination"), you may terminate your
employment with the Company.

     Following a Termination under such circumstances, the Company will
continue to pay you, for the balance of the term of this Agreement, on the
same periodic basis as your salary was paid to you prior to the date of
Termination, an amount (less all amounts required to be withheld and deducted)
equal to the higher of (i) the rate of salary you were receiving from the
Company as of immediately preceding the date of such change of control, or
(ii) the rate of salary you were receiving from the Company as of immediately
preceding the date of such Termination.  You will also be entitled to receive
such benefits as you were vested in as of the date of Termination.  Subject
to the limitations in the following sentence, the Company will provide you,
at no cost to you, with health coverage comparable to that which you had
prior to the change of control, for the term of the contract, or the first
day of the first month in which you obtain new employment providing health
benefits coverage.  The Company will attempt to continue your coverage under
its then-existing health insurance policy to the extent permitted by the
insurance company and by law or, if not so permitted, the Company will seek
alternative comparable coverage.

                                       2
<PAGE>
Notwithstanding the foregoing, if you engage in "competition" with the
Company, you shall no longer be entitled to receive any payments or benefits
from the Company pursuant to this paragraph or otherwise.  "Competition" shall
mean competition in the capacity of proprietor, employee, officer, director,
consultant, independent contractor or shareholder with any business in which
the Company is engaged at the time of such competition unless specifically
authorized by the Company's Board of Directors.

     In the event that, following such Termination and before March 5, 2004,
you become employed by a third party as an employee, consultant, independent
contractor, agent or otherwise, any amounts owed to you under this Agreement
as periodic payments, shall be reduced by an amount equal to any amounts
received from such third party.

     For purposes of this Agreement, the term "Cause" shall mean, in the
determination of the Board of Directors of the Company, (i) your death;
(ii) your physical or mental disability which prevents you from performing
your duties hereunder for any period of 90 or more consecutive calendar days
or 60 working days in any 120 consecutive calendar day period; (iii) your
conviction of, or pleading guilty or no contest to, a felony or other crime
having as its predicate element fraud or moral turpitude; (iv) your
commission of any wrongful act resulting in your personal enrichment at the
expense of the Company, or other illegal or gross misconduct that is
materially and demonstrably injurious to the Company; or (v) your breach of
this Agreement.

     This Agreement and your employment may be terminated by the Company at
any time for Cause, subsequent to which you will be entitled to no payments
or benefits from the Company pursuant to this Agreement or otherwise.  This
Agreement shall be binding upon and inure to the benefit of both parties and
on all successors and assigns of the Company, shall be governed by the law of
Pennsylvania and may only be amended by a writing signed by both parties.





























                                       3
<PAGE>

     If this letter correctly describes our understanding, please sign two
copies of this letter and return a copy to my attention.


                                         Sincerely,


                                         Weis Markets, Inc.



                                         By:   //ROBERT F. WEIS
                                             -----------------------------
                                             Robert F. Weis
                                             Chairman & Treasurer



                                         By:    //NORMAN S. RICH
                                             -----------------------------
                                             Norman S. Rich
                                             President


Agreed to and Accepted:                Date:
                                             --------------------


  //ROBERT HERMANNS
- ---------------------------------
Robert Hermanns























                                      4
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>wrm.txt
<TEXT>
May 21, 1996


FROM:   Robert F. Weis
        Norman S. Rich

TO:     William R. Mills

RE:     Employment Agreement
        --------------------

Dear Mr. Mills:

     This is to confirm our understanding regarding your employment with Weis
Markets, Inc. (the "Company").  The Company agrees to employ you until January
1, 2003 to perform such executive duties as may be determined and assigned to
you from time to time by the Board of Directors of the Company.  The Company
will expect you during such time to diligently and conscientiously devote your
full time to such employment and to devote your best efforts in discharging
your duties of the Company.

     During the term of your employment, for your services, the Company will
pay you a salary at a monthly rate of not less than $10,041.67 per month
(less all amounts required to be withheld and deducted), subject to increase
from time to time at the discretion of the Compensation Committee of the Board
of Directors.  In addition, you will be entitled to continue to participate in
the Company's 401(k) Plan, SERP, Incentive Stock Option Plan and Stock
Appreciation Rights program, all other incentive, savings and retirement
plans, practices and programs applicable generally to other peer executives
of the Company and to continue to receive such coverage under the Company's
health, life, and disability insurance policies as has been provided to you
to date and to participate in any other welfare plans practice or policies
and to receive any other fringe benefits and vacation provided by the Company
to other peer executives of the Company.

     If the Company experiences a change of control:

(i)     as a result of the consummation of a reorganization, merger or
        consolidation involving the Company, or sale or disposition of all or
        substantially all of the assets of the Company unless, following such
        transaction, all or substantially all of the persons with beneficial
        ownership (as defined in Rule 13(d)-3 of the Securities and Exchange
        Act of 1934, as amended (the "Act") aggregating 50% or more of the
        Company's outstanding Common Stock as of the date of this Agreement
        continue to own beneficially at least 50% of the successor
        corporation's outstanding Common Stock (including a corporation which
        as a result of such transactions owns all of or substantially all of
        the assets of the Company),









<PAGE>
(ii)    as a result of the acquisition by any person or group (within the
        meaning of Section 13(d)(3) or 14(d)(2) of the Act) of beneficial
        ownership (within the meaning of Rule 13d-3 of the Act) aggregating
        50% or more of the outstanding Common Stock of the Company, or

(iii)   in the event that individuals who as of the date hereof constitute the
        Board (the "Incumbent Board"), cease to constitute at least a majority
        of the Board (provided that a director subsequently elected or
        nominated for election contest or other threat to the composition of
        the then Incumbent Board, shall be considered a member of the
        Incumbent Board),

and if, following such change of control (a) your employment is terminated
other than for Cause (defined below), or (b) you are asked to relocate
geographically to a location that is outside of a 60-mile radius from the
present location of the Company, or (c) your responsibilities or status are
substantially diminished from those which you had within the six months prior
to the change of control (excluding for this purpose an isolated,
insubstantial and inadvertent action which is remedied promptly following
notice thereof given by you) (such events described in (a), (b) or (c)
hereinafter being referred to as a "Termination"), you may terminate your
employment with the Company.

     Following a termination under such circumstances, the Company will
continue to pay you, for the balance of the term of this Agreement, on the
same periodic basis as your salary was paid to you prior to the date of
Termination, an amount (less all amounts required to be withheld and
deducted) equal to the higher of (I) the rate of salary you were receiving
from the Company as of immediately preceding the date of such change of
control, or (ii) the rate of salary you were receiving from the Company as of
immediately preceding the date of such Termination.  You will also be entitled
to receive such benefits as you were vested in as of the date of Termination.
Subject to the limitations in the following sentence, the Company will provide
you, at no cost to you, with health coverage comparable to that which you had
prior to the change of control, for the term of the contract, or the first day
of the first month in which you obtain new employment providing health
benefits coverage.  The Company will attempt to continue your coverage under
its then-existing health insurance policy to the extent permitted by the
insurance company and by law or, if not so permitted, the Company will seek
alternative comparable coverage.

     In the event that, following such Termination and before January 1, 2003,
you become employed by a third party as an employee, consultant, independent
contractor, agent or otherwise, any amounts owed to you under this Agreement
as periodic payments, shall be reduced by an amount equal to any amounts
received from such third party.

     For purposes of this Agreement, the term "Cause" shall mean death,
prolonged disability, conviction of a felony, the commission of an act
resulting in your personal enrichment at the expense of the Company, or other
illegal or gross misconduct that is materially and demonstrably injurious to
the Company.


                                       2
<PAGE>
     This Agreement may be terminated by the Company at any time for Cause.
This Agreement shall be binding upon and inure to the benefit of both parties
and on all successors and assigns of the Company, shall be governed by the law
of Pennsylvania and may only be amended by a writing signed by both parties.

     If this letter correctly describes our understanding, please sign two
copies of this letter and return a copy to my attention.


          Sincerely,

          //ROBERT F. WEIS                       //NORMAN S. RICH
          --------------------                   ---------------------
          Robert F. Weis                         Norman S. Rich
          Chairman & Treasurer                   President



 Agreed to and Accepted


 //WILLIAM R. MILLS                               Date: May 21, 1996
- ----------------------
   William R. Mills



                                       3
<PAGE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
