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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000105418-06-000023.txt : 20061113
<SEC-HEADER>0000105418-06-000023.hdr.sgml : 20061110
<ACCEPTANCE-DATETIME>20060502112315
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000105418-06-000023
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20060502

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:		CORRESP

	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:		PO BOX 471
		CITY:			SUNBURY
		STATE:			PA
		ZIP:			17801
</SEC-HEADER>
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
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<TEXT>
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    <title>Weis Markets, Inc. (NYSE:WMK)</title>
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    <p align="center"><font size="7"><b>Weis Markets,
    Inc.</b></font></p>

    <p align="center"><a name="OLE_LINK1">1000 S. Second Street *
    P.O. Box 471 * Sunbury, PA 17801-0471</a></p>

    <p><!-- == END OF WORD PRO FRAME == -->
     <font size="2"><b>William R. Mills</b></font><font size=
    "2"><b><br clear="left">
     Senior Vice President and Treasurer/CFO</b></font></p>

    <p align="right"><font size="3">May 2,
    2006&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></p>

    <p><b><u>Filed via EDGAR</u></b></p>

    <p><font size="3"><br clear="left">
     Mr. George F. Ohsiek, Jr.<br clear="left">
     Branch Chief<br clear="left">
     United States Securities and Exchange Commission<br clear=
    "left">
     Division of Corporation Finance; Mail Stop 3561<br clear=
    "left">
     Washington, D.C. 20549<br clear="left"></font></p>

    <p><font size="3">RE:&nbsp;&nbsp;Form 10-K for Fiscal Year
    Ended December 31, 2005<br clear="left">
     &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Filed March 3,
    2006<br clear="left">
     &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;File No.
    001-5039<br clear="left"></font></p>

    <p><font size="3">Dear Mr. Ohsiek:</font></p>

    <p><font size=
    "3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We reviewed
    your letter dated April 19, 2006, regarding the Weis Markets,
    Inc. December 31, 2005 Form 10-K and have addressed each of
    your comments in this response letter. Where indicated, we will
    revise disclosures in future filings as you have
    suggested.<br clear="left"></font></p>

    <p><font size="3"><u>Form 10-K for Fiscal Year Ended December
    31, 2005<br clear="left"></u></font></p>

    <p><font size="3"><u>Item 8. Financial Statements and
    Supplementary Data, page 11<br clear="left"></u></font></p>

    <p><font size="3"><u>Notes to Consolidated Financial
    Statements, page 15<br clear="left"></u></font></p>

    <p><font size="3"><u>General</u></font></p>

    <ol>
        <li>
            <font size="3">The company has historically disclosed
            all recently issued accounting standards which may
            pertain to the company's financial position and results
            of operations in prior filings, if not precluded by
            other disclosures within the financial statements,
            regardless of materiality.<br clear="left"></font>

            <p><font size="3">The company did provide a disclosure
            in its 2005 third quarter 10-Q for EITF Issue No.
            05-06, "Determining the Amortization Period for
            Leasehold Improvements Purchased After Lease Inception
            or Acquired in a Business Combination" and will provide
            a disclosure for FASB Staff Position FAS 13-1,
            "Accounting for Rental Costs Incurred during a
            Construction Period" in its 2006 first quarter
            10-Q.<br clear="left"></font></p>

            <p><font size="3">In future filings, the company will
            disclose the impact recently issued accounting
            standards will have on our financial position and
            results of operations when such standards are adopted
            in a future period.<br clear="left"></font></p>
        </li>
    </ol>

    <p><font size="3"><u>Note 1(t) Vendor Allowances, page
    18</u></font></p>

    <ol>
        <li value="2">
            <font size="3">Vendor rebates, credits and promotional
            allowances are recorded only when the allowances are
            both earned and the related inventory is sold. To
            better emphasize this point for readers of our
            financial statements, we have drafted a revised
            disclosure for future filings, which reads as
            follows:<br clear="left"></font>

            <p><font size="3">Vendor allowances that relate to the
            company's buying and merchandising activities are
            recorded as a reduction of cost of sales as they are
            earned, in accordance with its underlying agreement.
            Off-invoice and bill-back allowances are used to reduce
            direct product costs upon the receipt of goods.
            Promotional rebates and credits are accounted for as a
            reduction in the cost of inventory and recognized when
            the related inventory is sold. Volume incentive
            discounts are realized as a reduction of cost of sales
            at the time it is deemed probable and reasonably
            estimable that the incentive target will be reached.
            Long-term contract incentives, which require an
            exclusive vendor relationship, are allocated over the
            life of the contract. Promotional allowance funds for
            specific vendor-sponsored programs are recognized as a
            reduction of cost of sales as the program occurs and
            the funds are earned per the agreement. Cash discounts
            for prompt payment of invoices are realized in cost of
            sales as invoices are paid. Warehouse and back-haul
            allowances provided by suppliers for distributing their
            product through our distribution system are recorded in
            cost of sales as the required performance is completed.
            Warehouse rack and slotting allowances are recorded in
            cost of sales when new items are initially set up in
            the company's distribution system, which is when the
            related expenses are incurred and performance under the
            agreement is complete. Swell allowances for damaged
            goods are realized in cost of sales as provided by the
            supplier, helping to offset product shrink losses also
            recorded in cost of sales.<br clear="left"></font></p>

            <p><font size="3">Vendor allowances recorded as credits
            in cost of sales totaled $40.7 million in 2005, $42.9
            million in 2004, and $44.1 million in 2003. Vendor paid
            cooperative advertising credits totaled $16.8 million
            in 2005, $17.5 million in 2004, and $16.6 million in
            2003. These credits were netted against advertising
            costs within "Operating, general and administrative
            expenses." The company had accounts receivable due from
            vendors of $800,000 and $1.6 million for earned
            advertising credits and $3.9 million and $5.3 million
            for earned promotional discounts as of December 31,
            2005 and December 25, 2004, respectively. The company
            had $1.8 million and $3.5 million in unearned revenue
            included in accrued liabilities for unearned vendor
            programs under long-term contracts for display and
            shelf space allocation as of December 31, 2005 and
            December 25, 2004, respectively.<br clear=
            "left"></font></p>
        </li>
    </ol>

    <p><font size="3"><u>Note 6. Retirement Plans, page
    21</u></font></p>

    <ol>
        <li value="3">
            <font size="3">The company has an unfunded,
            non-qualified supplemental executive retirement plan
            and an unfunded, non-qualified pharmacist deferred
            compensation plan, which are designed to provide
            retirement benefits and salary deferral opportunities
            to certain highly compensated employees because of
            limitations imposed by the Internal Revenue Code and
            the Regulations implemented by the Internal Revenue
            Service. The plans allow the participants to defer
            current year base compensation that cannot be directed
            into the company's 401(k) Plan and also allow the
            company to replace benefits lost because these
            associates are excluded from participation in the
            qualified and fully funded defined contribution Profit
            Sharing Plan and the Employee Stock Bonus
            Plan.<br clear="left"></font>

            <p><font size="3">When the company makes a contribution
            to the Profit Sharing Plan or Employee Stock Bonus
            Plan, the participants' accounts in these deferred
            compensation plans are credited with the same amount,
            if any, that would have been allocated to their Profit
            Sharing Plan or Employee Stock Bonus Plan accounts had
            they not been excluded from participation in these
            qualified plans. On an annual basis, a participant's
            account balance is adjusted in the same manner as if
            the funds had been invested for the participant in the
            qualified plans.<br clear="left"></font></p>

            <p><font size="3">As required in Statement of Financial
            Accounting Standards No. 87, "Employers' Accounting for
            Pensions," the estimated cost to the company for the
            deferred compensation plans is accrued during the
            employee's service period. The aggregate amount accrued
            equals the present value of the benefits expected to be
            provided to the employee or their beneficiaries up to
            that date.<br clear="left"></font></p>

            <p><font size="3">Distribution of the value of a
            participant's account balance is made according to the
            terms of the "Participant's Deferral Agreement" and the
            deferred compensation plan. Distribution payments from
            the deferred compensation plans are made the earlier of
            (1) after five years from the end of the plan year
            following termination of service; or (2) after the end
            of the plan year in which the participant reaches the
            age of 65. Since these deferred compensation plans are
            unfunded, benefits are paid from the general assets of
            the company.<br clear="left"></font></p>

            <p><font size="3">In further review of the footnote
            disclosure made in the Form 10-K for fiscal 2005, it is
            apparent we have neglected to tell our readers that the
            supplemental executive retirement plan and the
            pharmacist deferred compensation plan are unfunded and
            are accounted for on an accrual basis. We will revise
            future filings to further clarify this
                fact.<br clear="left"></font></p>
        </li>
    </ol>

    <p><font size=
    "3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If you have
    any further comments, questions or suggestions, please feel
    free to write or call me. My direct dial number is (570)
    286-3229 and my e-mail address is
    rmills@weismarkets.com.<br clear="left"></font></p>

    <p><font size="3">Sincerely,</font></p>

    <p><font size="3">/S/William R. Mills</font></p>

    <p><font size="3">William R. Mills<br clear="left">
     Senior Vice President and Treasurer/CFO</font></p>
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