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<SEC-DOCUMENT>0000105418-08-000033.txt : 20081201
<SEC-HEADER>0000105418-08-000033.hdr.sgml : 20081201
<ACCEPTANCE-DATETIME>20080923145728
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000105418-08-000033
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20080923

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
<FILENAME>filename1.htm
<TEXT>
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    <title>SEC Response Letter</title>
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<body bgcolor="#FFFFFF">
    <h2><!-- == BEGIN OF WORD PRO FRAME == -->
    </h2>

    <p align="center"><font size="7"><b>Weis Markets,
    Inc.</b></font></p>

    <p align="center"><a name="OLE_LINK2">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"></b></font><font size="2"
          face="Garamond"><b>Senior Vice President,
          Treasurer<br clear="left">
     &nbsp;&nbsp;and Chief Financial Officer</b></font></p>

    <p align="right"><font size="3">September 23,
    2008&nbsp;&nbsp;&nbsp;&nbsp;</font></p>

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

    <p><font size="3"
          face="Garamond">Mr. H. Christopher Owings<br clear=
          "left">
     Assistant Director<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>

    <table style="BORDER-COLLAPSE:COLLAPSE"
           border="0"
           cellpadding="0"
           cellspacing="0"
           width="100%">
        <tr>
            <td width="4%"><font size="1">&nbsp;</font></td>

            <td width="4%"
                valign="top"
                align="left"><font face="Garamond"
                  size="3">RE:</font></td>

            <td align="left"
                valign="top"><font face="Garamond"
                  size="3">Form 10-K for Fiscal Year Ended December
                  29, 2007, Filed March 7, 2008</font></td>
        </tr>

        <tr>
            <td width="4%"><font size="1">&nbsp;</font></td>

            <td width="4%"
                valign="top"
                align="left"></td>

            <td align="left"
                valign="top"><font face="Garamond"
                  size="3">Definitive Proxy Statement filed on
                  Schedule 14A, Filed March 10, 2008</font></td>
        </tr>

        <tr>
            <td width="4%"><font size="1">&nbsp;</font></td>

            <td width="4%"
                valign="top"
                align="left"></td>

            <td align="left"
                valign="top"><font face="Garamond"
                  size="3">Form 10-Qs for Fiscal Quarters Ended
                  March 29 and June 28, 2008. Filed May 8, 2008 and
                  August 7, 2008,</font></td>
        </tr>

        <tr>
            <td width="4%"><font size="1">&nbsp;</font></td>

            <td width="4%"
                valign="top"
                align="left"></td>

            <td align="left"
                valign="top"><font face="Garamond"
                  size="3">File No. 1-5039</font></td>
        </tr>
    </table>

    <p><font size="3"
          face="Garamond">Dear Mr. Owings:</font></p>

    <p><font size="3"
          face="Garamond">We reviewed your letter dated September
          9, 2008, regarding the above referenced Weis Markets,
          Inc. (the "Company") filings and have addressed each of
          your comments in this response letter.<br clear=
          "left"></font></p>

    <p><font size="3"
          face="Garamond">In connection with our responses to your
          comments, we acknowledge that:<br clear=
          "left"></font></p>

    <p style="margin-top:12px;margin-bottom:0px; margin-left:4%">
    <font face="SYMBOL"
          size="3"
          color="#000000">&middot;</font> <font face="Garamond"
          size="3">the Company is responsible for the adequacy and
          accuracy of the disclosure in the filing;</font></p>

    <p style="margin-top:12px;margin-bottom:0px; margin-left:4%">
    <font face="SYMBOL"
          size="3"
          color="#000000">&middot;</font> <font face="Garamond"
          size="3">staff comments or changes to disclosure in
          response to staff comments do not foreclose the
          Commission from taking any action with respect to the
          filing; and</font></p>

    <p style="margin-top:12px;margin-bottom:0px; margin-left:4%">
    <font face="SYMBOL"
          size="3"
          color="#000000">&middot;</font> <font face="Garamond"
          size="3">the Company may not assert staff comments as a
          defense in any proceeding initiated by the Commission or
          any person under the federal securities laws of the
          United States.</font></p>

    <p><font size="3"
          face="Garamond"><b><u>Form 10-K for Fiscal Year Ended
          December 29, 2007</u></b></font></p>

    <p><font size="3"
          face="Garamond"><b><u>Management's Discussion and
          Analysis of Financial Condition and Results of
          Operations, page 7</u><br clear="left"></b></font></p>

    <p><font size="3"
          face="Garamond"><b>1. SEC Comment:</b> Please expand this
          section to discuss known material trends and
          uncertainties that will have, or are reasonably likely to
          have, a material impact on your revenues or income or
          result in your liquidity decreasing or increasing in any
          material way. We note that you discuss trends in your
          Risk Factors. For example, the trend concerning the cost
          of oil and increase in interchange fees for accepting
          credit card payments. Discuss whether you expect these
          trends to continue and there impact on your business.
          Please provide additional analysis concerning the quality
          and variability of your earnings and cash flows so that
          investors can ascertain the likelihood of the extent past
          performance is indicative of future performance. Please
          discuss whether you expect levels to remain at this level
          or to increase or decrease. Also, you should consider
          discussing the impact of any changes on your earnings.
          Further, please discuss in reasonable detail:<br clear=
          "left"></font></p>

    <p style="margin-top:12px;margin-bottom:0px; margin-left:4%">
    <font face="SYMBOL"
          size="3"
          color="#000000">&middot;</font> <font face="Garamond"
          size="3">Economic or industry-wide factors relevant to
          your company, and</font></p>

    <p style="margin-top:12px;margin-bottom:0px; margin-left:4%">
    <font face="SYMBOL"
          size="3"
          color="#000000">&middot;</font> <font face="Garamond"
          size="3">Material opportunities, challenges,
          and</font></p>

    <p style="margin-top:12px;margin-bottom:0px; margin-left:4%">
    <font face="SYMBOL"
          size="3"
          color="#000000">&middot;</font> <font face="Garamond"
          size="3">Risk in short and long term and the actions you
          are taking to address them.<br clear="left"></font></p>

    <p><font size="3"
          face="Garamond">See Item 303 of Regulation S-K and SEC
          Release No. 33-8350.<br clear="left"></font></p>

    <p><font size="3"
          face="Garamond"><b>Company Response:</b> As requested, we
          will expand our discussion of material trends and
          uncertainties in future filings beginning with our Form
          10-Q for the quarter ending September 27, 2008. Below is
          a sample of the disclosure we propose to include in our
          future filings:<br clear="left"></font></p>

    <div style="margin-left: 2em">
        <p><font size="3"
              face="Garamond">"The increase in comparable store
              sales during the quarter was primarily the result of
              an increase in average sales per customer
              transaction, which was the result of changes in
              product mix and inflation. However, the number of
              customer store visits was flat for the quarter
              compared to the same period one year ago. Sales were
              and continue to be significantly impacted by lower
              pharmacy sales. Market forces affecting pharmacy
              sales such as an aging population base, continue to
              be offset by retail erosion due to increased generic
              penetration. Additionally, prescription plan sponsors
              continue to offer economic incentives to covered
              individuals in an effort to shift prescription drug
              expenditures to mail order. In a retail environment
              where increasingly competitive markets have made it
              difficult for grocery store retailers to achieve
              gains in comparable store sales, the Company
              benefited from increased perishable sales and other
              successful sales building strategies which helped
              offset the decrease in pharmacy sales. Some
              competitors have greater financial resources and
              could use these resources to take measures which
              could adversely affect the Company's competitive
              position.<br clear="left"></font></p>
    </div>

    <div style="margin-left: 2em">
        <p><font size="3"
              face="Garamond">The Company's profitability is
              particularly sensitive to the cost of oil.
              Fluctuating fuel prices may adversely affect
              operating profits since the cost of fuel is incurred
              in connection with the transportation of goods from
              the distribution facilities to the stores and in the
              cost of other petroleum based products, including
              plastic bags. Operations at the stores are sensitive
              to rising utility costs due to the amount of
              electricity and gas required to operate. In addition,
              the Company continues to see year-over-year increases
              in the cost for accepting credit/debit cards, known
              as interchange fees that have negatively impacted
              margins. The Company may not be able to recover these
              rising utility, fuel and interchange costs through
              increased prices charged to customers. Any delay in
              the Company's response to unforeseen cost increases
              or competitive pressures that prevent its ability to
              raise prices may cause earnings to suffer. The
              Company is reacting to these increased operating
              costs by evaluating technological improvements for
              improved utility and fuel management, and through
              initiatives at the legislative and regulatory levels
              of the federal government to regain control of the
              interchange fees.<br clear="left"></font></p>
    </div>

    <div style="margin-left: 2em">
        <p><font size="3"
              face="Garamond">Management does not foresee a change
              in these trends in the near future.<br clear=
              "left"></font></p>
    </div>

    <div style="margin-left: 2em">
        <p><font size="3"
              face="Garamond">The Company's revenues are earned and
              cash is generated as merchandise is sold to
              customers. Income is earned by selling merchandise at
              price levels that produce revenues in excess of cost
              of merchandise sold and operating and administrative
              expenses. Although the Company may experience short
              term fluctuations in its earnings due to unforeseen
              short-term operating cost increases, it historically
              has been able to increase revenues and maintain
              stable earnings from year to year."</font></p>
    </div>

    <p><font size="3"
          face="Garamond"><b><u>Item 9a. Controls and Procedures,
          page 28</u></b></font></p>

    <p><font size="3"
          face="Garamond"><b>2. SEC Comment:</b> Please include a
          statement that the registered public accounting firm that
          audited your financial statements included in the annual
          report has issued an attestation report on your internal
          control over financial reporting. Refer to paragraph
          (a)(4) of Item 308 of Regulation S-K.<br clear=
          "left"></font></p>

    <p><font size="3"
          face="Garamond"><b>Company Response:</b> In future Form
          10-K filings, the Company will include the
          statement:<br clear="left"></font></p>

    <div style="margin-left: 2em">
        <p><font size="3"
              face="Garamond">"The effectiveness of the Company's
              internal control over financial reporting as of the
              fiscal year end, has been audited by Grant Thornton
              LLP, an independent registered public accounting
              firm, as stated in their report, which can be found
              in Item 8 of this Form 10-K."<br clear=
              "left"></font></p>
    </div>

    <p><font size="3"
          face="Garamond"><b><u>Signatures, page
          32</u></b></font></p>

    <p><font size="3"
          face="Garamond"><b>3. SEC Comment:</b> The report must
          also be signed by your controller or principal accounting
          officer. Please file an amendment that includes the
          signatures required by general instructions D(2)(a) and
          D(2)(b) of Form 10-K.<br clear="left"></font></p>

    <p><font size="3"
          face="Garamond"><b>Company Response:</b> As per your
          instruction, the Company will file an amendment to the
          Form 10-K for fiscal year ended December 29, 2007 with
          signatures as required by general instructions D(2)(a)
          and D(2)(b) of Form 10-K. The amended signature section
          of the filing will designate Norman S. Rich as principal
          executive officer, William R. Mills as principal
          financial officer, and Scott F. Frost as principal
          accounting officer, along with other titles designating
          the capacities in which they sign the report.<br clear=
          "left"></font></p>

    <p><font size="3"
          face="Garamond"><b><u>Exhibits 31.1 and
          31.2</u></b></font></p>

    <p><font size="3"
          face="Garamond"><b>4. SEC Comment:</b> We note that the
          identification of the certifying individuals at the
          beginning of the certifications required by Exchange Act
          Rule 13a-14(a) also includes the title of the certifying
          individuals. Please revise to exactly follow the required
          format and exclude the titles of the certifying
          individuals at the beginning of the
          certifications.<br clear="left"></font></p>

    <p><font size="3"
          face="Garamond"><b>Company Response:</b> The Company will
          file an amendment to the Form 10-K for fiscal year ended
          December 29, 2007 revising Exhibits 31.1 and 31.2 to
          follow the required format as defined by Exchange Act
          Rule 13a-14(a) and will exclude the titles of the
          certifying individuals at the beginning of the
          certifications.<br clear="left"></font></p>

    <p><font size="3"
          face="Garamond"><b><u>Definitive Proxy Statement filed on
          Schedule 14A</u></b></font></p>

    <p><font size="3"
          face="Garamond"><b><u>Executive Compensation,
          Compensation Discussion and Analysis, page
          6</u></b></font></p>

    <p><font size="3"
          face="Garamond"><b><u>Base Salary, page
          7</u></b></font></p>

    <p><font size="3"
          face="Garamond"><b>5. SEC Comment:</b> You disclose that
          the 2007 increases in base salaries for executive
          officers were determined "Based on subjective and
          qualitative considerations." Please revise your
          disclosure to fully disclose all the specific items
          considered in determining base salary.<br clear=
          "left"></font></p>

    <p><font size="3"
          face="Garamond"><b>Company Response:</b> The sentence
          beginning "Based on subjective and qualitative
          considerations" was not clearly worded. In the two
          paragraphs preceding the paragraph that begins with this
          clause, the specific items considered in determining the
          base salaries of the Company's executive officers were
          discussed. The sentence in question should have been
          stated as follows:<br clear="left"></font></p>

    <div style="margin-left: 2em">
        <p><font size="3"
              face="Garamond">"Based on consideration of the
              criteria discussed above and the overall financial
              and operational success of the Company, the Committee
              approved a 9.8% increase in base salary for the
              Chairman and a 9.9% increase in base salary for the
              CEO in fiscal 2007."<br clear="left"></font></p>
    </div>

    <p><font size="3"
          face="Garamond">In future Proxy Statement filings, the
          Company will reword this section of the Compensation
          Discussion and Analysis to further clarify the items
          considered in determining base salary.<br clear=
          "left"></font></p>

    <p><font size="3"
          face="Garamond"><b><u>Review and Approval of Related
          Party Transactions, page 13</u></b></font></p>

    <p><font size="3"
          face="Garamond"><b>6. SEC Comment:</b> We note your
          disclosure that the Audit Committee is responsible for
          reviewing and approving the terms and conditions of all
          related party transactions. Please revise this discussion
          to provide additional information regarding your policies
          and procedures relating to the review and approval of
          such transactions, as required pursuant to Item 404(b) of
          Regulation S-K. Specifically, indicate who is covered by
          your procedures, and how you will determine whether a
          covered person has a conflict of interest. Indicate
          whether any of the related party transactions you
          describe below this discussion were reviewed in
          accordance with this policy and, if not, state why they
          did not require such review.<br clear="left"></font></p>

    <p><font size="3"
          face="Garamond"><b>Company Response:</b> All officers and
          directors are covered by the Company policy requirements
          to disclose any conflict or potential conflict of
          interest to the Executive Committee of the Board of
          Directors. After completion of its due diligence efforts
          into these matters, the Executive Committee reports its
          findings to the Audit Committee for approval. The
          officers of the Company also complete questionnaires on a
          quarterly basis regarding various corporate governance
          concerns, including related party transactions.<br clear=
          "left"></font></p>

    <p><font size="3"
          face="Garamond">In future Proxy Statement filings, the
          Company will revise the discussion of the Audit
          Committee's review of related party transactions to
          include the following:<br clear="left"></font></p>

    <div style="margin-left: 2em">
        <p><font size="3"
              face="Garamond">"The Company has adopted written
              "Conflicts of Interest" policies in its Code of
              Business Conduct and Ethics and in its Code of Ethics
              for CEO and CFO. According to these policies, a
              conflict of interest occurs when an individual's
              private interest interferes, or appears to interfere,
              in any way with the interests of the Company. In
              other words, a conflict situation can arise when an
              employee takes actions or has interests that may make
              it difficult to perform his or her work effectively.
              Conflicts of interest also arise when an employee,
              officer or director, or a member of his or her
              family, receives improper personal benefits as a
              result of his or her position in the Company. Loans
              to, or guarantees of obligations of, such persons are
              likely to pose conflicts of interest, as are
              transactions of any kind between the Company and any
              other organization in which such person or any member
              of their family have an interest.<br clear=
              "left"></font></p>
    </div>

    <div style="margin-left: 2em">
        <p><font size="3"
              face="Garamond">Under these policies, activities that
              could give rise to conflicts of interest are
              prohibited unless specifically approved in advance by
              the Audit Committee. Because it is not always easy to
              determine whether a conflict of interest exists, any
              potential conflicts of interest must be reported
              immediately to the Executive Committee of the Board
              of Directors. A member of the Executive Committee of
              the Board of Directors that is informed of any
              potential conflict of interest must report it
              immediately to the Audit Committee. The Audit
              Committee Charter specifically grants the Audit
              Committee the authority to review and approve all
              related party transactions. These policies cover all
              Company officers, directors (or nominee),
              5%-or-greater shareholders and immediate family
              member of these persons. All of the related party
              transactions reported under "Review and Approval of
              Related Party Transactions" were reviewed and
              approved by the Audit Committee in accordance with
              the Company's Code of Business Conduct and Ethics,
              the Code of Ethics for CEO and CFO and the Audit
              Committee Charter."<br clear="left"></font></p>
    </div>

    <p><font size="3"
          face="Garamond"><b><u>Form 10-Qs For The Fiscal Quarters
          Ended March 29 and June 28, 2008</u></b></font></p>

    <p><font size="3"
          face="Garamond"><b><u>Item 4. Controls and Procedures,
          page 8</u></b></font></p>

    <p><font size="3"
          face="Garamond"><b>7. SEC Comment:</b> Item 307 of
          Regulation S-K requires you to disclose the conclusions
          of your principal executive and principal financial
          officers, or persons performing similar functions,
          regarding the effectiveness of your disclosure controls
          and procedures as of the end of the period covered by the
          report based on the evaluation required by paragraph (b)
          of Exchange Act Rule 13a-15. Please revise to comply with
          Item 307 of Regulation S-K.<br clear="left"></font></p>

    <p><font size="3"
          face="Garamond"><b>Company Response</b>: In future Form
          10-Q filings, the Company will revise Item 4 to comply
          with Item 307 of Regulation S-K regarding the
          effectiveness of our disclosure controls and procedures
          as of the end of the period covered by the report. As an
          example, the new paragraph within this section of the
          Form 10-Q for the quarter ended June 28, 2008 would have
          read as follows:<br clear="left"></font></p>

    <div style="margin-left: 2em">
        <font size="3"
             face="Garamond">"The Chief Executive Officer and the
             Chief Financial Officer, together with the Company's
             Disclosure Committee, evaluated the Company's
             disclosure controls and procedures as of the quarter
             ended June 28, 2008. Based on that evaluation, the
             Chief Executive Officer and Chief Financial Officer
             concluded that the Company's disclosure controls and
             procedures were effective as of the end of the period
             covered by this report to ensure that information
             required to be disclosed by the Company in the reports
             filed or submitted by it under the Securities Exchange
             Act of 1934, as amended, was recorded, processed,
             summarized and reported within the time periods
             specified in the SEC's rules and forms, and include
             controls and procedures designed to ensure that
             information required to be disclosed by the Company in
             such reports was accumulated and communicated to the
             Company's management, including the Chief Executive
             Officer and Chief Financial Officer, as appropriate to
             allow timely decisions regarding required
             disclosure."<br clear="left"></font>
    </div>

    <p><font size="3"
          face="Garamond"><b>8. SEC Comment:</b> Please disclose
          any change in your internal control over financial
          reporting that occurred during the last fiscal quarter,
          as opposed to significant changes subsequent to the date
          of the evaluation required Exchange Act Rule 13a-15,
          which has materially affected, or is reasonably likely to
          materially affect, your internal control over financial
          reporting. Refer to Item 308(c) of Regulation
          S-K.<br clear="left"></font></p>

    <p><font size="3"
          face="Garamond"><b>Company Response:</b> In future Form
          10-Q filings, the Company will revise Item 4 to comply
          with Item 308(c) of Regulation S-K regarding disclosure
          of any change in internal control over financial
          reporting that occurred during the last fiscal quarter,
          which has materially affected or is reasonably likely to
          materially affect the internal control over financial
          reporting. As an example, the following sentence would
          follow the new paragraph addressing comment seven above
          for the quarter ended June 28, 2008:<br clear=
          "left"></font></p>

    <div style="margin-left: 2em">
        <font size="3"
             face="Garamond">"In connection with the evaluation
             described above, there was no change in the Company's
             internal control over financial reporting during the
             quarter ended June 28, 2008, that has materially
             affected, or is reasonably likely to materially
             affect, the Company's internal control over financial
             reporting."<br clear="left"></font>
    </div>

    <p><font size="3"
          face="Garamond"><b><u>Exhibits 31.1 and
          31.2</u></b></font></p>

    <p><font size="3"
          face="Garamond"><b>9. SEC Comment:</b> Please address the
          above comment regarding the certifications filed as
          exhibits to your annual report on Form 10-K.<br clear=
          "left"></font></p>

    <p><font size="3"
          face="Garamond"><b>Company Response:</b> In future Form
          10-Q filings, the Company will revise Exhibits 31.1 and
          31.2 to follow the required format as defined by Exchange
          Act Rule 13a-14(a) and will exclude the titles of the
          certifying individuals at the beginning of the
          certifications.<br clear="left"></font></p>

    <p><font size="3"
          face="Garamond">If you have any further comments,
          questions or suggestions, please do not hesitate to call
          or write directly to me. My telephone number is (570)
          286-3229 and my e-mail address is
          rmills@weismarkets.com.</font></p>

    <p style=
    "margin-top:12px;margin-bottom:0px; margin-left:54%; text-indent:-2%">
    <font face="Garamond"
          size="3">Sincerely,</font></p>

    <p style=
    "margin-top:12px;margin-bottom:0px; margin-left:54%; text-indent:-2%">
    <font face="Garamond"
          size="3">/s/ William R. Mills</font></p>

    <p style=
    "margin-top:0px;margin-bottom:0px; margin-left:54%; text-indent:-2%">
    <font face="Garamond"
          size="3">William R. Mills</font></p>

    <p style=
    "margin-top:0px;margin-bottom:0px; margin-left:54%; text-indent:-2%">
    <font face="Garamond"
          size="3">Senior Vice President, Treasurer</font></p>

    <p style=
    "margin-top:0px;margin-bottom:0px; margin-left:54%; text-indent:-2%">
    <font face="Garamond"
          size="3">&nbsp;&nbsp;&nbsp;and Chief Financial
          Officer</font></p>

    <p><font size="3"><!-- == BEGIN OF WORD PRO FRAME == -->
     <!-- == END OF WORD PRO FRAME == -->
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