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

FORM 10-Q

Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934

(Mark One)

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

Registrant's telephone number, including area code: (570) 286-4571         Registrant's web address: www.weismarkets.com

Not Applicable
(Former name, former address and former fiscal year, if changed since last report.)

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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common Stock, No Par Value                                                                               27,193,737 shares
                                                                                                                   (Outstanding at end of period)

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WEIS MARKETS, INC.

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Page 3 of 13 (Form 10-Q)

WEIS MARKETS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

(1) Significant Accounting Policies
Basis of Presentation: The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The operating results for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and footnotes thereto included in the company's latest annual report on Form 10-K.

Impact of Recently Issued Accounting Standards: As of December 28, 2002, the company adopted Emerging Issues Task Force Issue No. 02-16, "Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor" (EITF Issue). This EITF Issue establishes new rules for accounting for certain cash considerations received by a reseller from a vendor; however, the adoption of this EITF Issue does not have an impact on the company's financial statement classifications, net income or shareholders' equity.

On December 31, 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure" (Statement No. 148). Statement 148 amends Statement of Financial Accounting Standards Statement No. 123, "Accounting for Stock-Based Compensation" (Statement No. 123), to provide alternative methods of transition to Statement No. 123's fair value method of accounting for stock-based employee compensation. Statement No. 148 also amends the disclosure provisions of Statement No. 123 and Accounting Principles Board's Opinion No. 28, "Interim Financial Reporting" (APB 28), to require disclosure in the summary of significant accounting policies of the effects of an entity's accounting policy with respect to stock-based employee compensation on reported net income and earnings per share in annual and interim financial statements. While Statement No. 148 does not amend Statement No. 123 to require companies to account for employee stock options using the fair value method, the disclosure provisions of Statement No. 148 are applicable to all companies with stock-based employee compensation, regardless of whether they account for that compensation using the fair value method of Statement No. 123 or the intrinsic value method of the Accounting Principles Board's Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25).

As of June 28, 2003, the company has a stock option plan, which is set forth in Note 7(a) of the company's 10-K under the caption "Incentive Plans," within the "Notes to Consolidated Financial Statements," which was filed for the fiscal year ended December 28, 2002 and is incorporated herein by reference. The company accounts for the plan under the recognition and measurement principles of APB 25 and related Interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under this plan have an exercise price equal to the market value of the underlying common stock on the date of grant. The effects on net income and earnings per share if the company had applied the fair value recognition provisions of Statement No. 123 are immaterial.

Page 4 of 13 (Form 10-Q)

WEIS MARKETS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

(2) Comprehensive Income
The components of comprehensive income, net of related tax, for the period ended June 28, 2003 and June 29, 2002 are as follows:

(3) Property and Equipment
Property and equipment, as of June 28, 2003 and December 28, 2002, consisted of :

Page 5 of 13 (Form 10-Q)

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WEIS MARKETS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OPERATING RESULTS

Total sales for the second quarter ended June 28, 2003 increased 3.3% to $508.0 million compared to sales of $491.9 million in the same quarter of 2002. Sales for the first half of this year increased 2.1% to $1.02 billion compared to $996.3 million in 2002. Comparable store sales in the second quarter increased 4.1% compared to a 0.6% increase in 2002. Through the first half of the year, the company experienced a 2.7% increase in comparable store sales compared to a 2.0% increase for the same period a year ago.

When calculating the percentage change in comparable store sales, the company defines a new store as comparable the week following one full year of operation. Relocated stores and stores with expanded square footage are included in comparable sales since these units are located in existing markets. When a store is closed, sales generated from that unit in the prior year are subtracted from total company sales starting the same week of closure in the prior year and continuing from that point forward.

The sales increase in the current quarter was the result of aggressive promotional activity in key markets coupled with the timing of the Easter holiday. Sales related to Easter occurred in the second quarter this year and accounts for approximately 1.0% of the total sales increase. By contrast, the Easter sales period occurred during the first quarter in 2002. These favorable sales results were achieved in an intensely competitive market and at a time of minimal economic growth.

Gross profit of $134.4 million at 26.5% of sales, increased $2.7 million or 2.1% versus the same quarter last year. The gross profit rate decreased 0.3% compared to the same quarter a year ago. The year-to-date gross profit at 26.3% of sales increased $4.2 million or 1.6%, while the gross profit rate decreased 0.1%. In the first half of this year, the company experienced product inflation, primarily in perishable categories. At this time, management is unaware of any events or trends that may cause a material change to the overall financial operation due to this upward shift in product cost.

The second quarter operating, general and administrative expenses of $117.3 million at 23.1% of sales, increased $3.9 million or 3.5% compared to the same quarter in 2002. As a percentage of sales, operating expenses in the quarter were 0.1% higher than the 23.0% rate realized in the same period of 2002. Although the year-to-date operating, general and administrative expenses increased $4.5 million in the first half of the year, as compared to the first half of last year, these expenses as a percentage of sales remained constant at 22.5%.

The increase in operating, general and administrative expenses during the quarter and year-to-date generally coincides with the increase in sales on most expense lines. Productivity initiatives and a more stable work force helped control labor expense during the first half of this year. Snow removal, electronic fund transfer fees, and custodial and security services increased 30.0% compared to the same quarter last year and have increased 35.4% year-to-date. Advertising expenditures during the quarter rose $1.5 million primarily due to a decrease in vendor paid cooperative advertising. The company will increase its focus on improving efficiencies and controlling expenses at store and distribution levels in the second half of the year, while continuing to drive profitable, top line sales growth.

In the second quarter, the company's investment income totaled $387,000 at 0.1% of sales, an increase of $111,000 or 40.2% compared to the same period a year ago. Year-to-date, the company's investment income increased $167,000 or 37.2% to $616,000.

Other income of $4.8 million at 0.9% of sales increased $2.0 million or 69.5% compared to the same quarter last year. The company's other income is primarily generated from net rental income, coupon-handling fees, store service commissions, cardboard salvage and gain or loss on the sale of fixed assets. The company sold a closed store facility during the second quarter realizing a gain of $1.2 million. Year-to-date other income of $8.7 million at 0.9% of sales has increased $2.6 million or 43.4% versus a year ago.

Page 6 of 13 (Form 10-Q)

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WEIS MARKETS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)

OPERATING RESULTS (continued)

Interest expense for 2003 is comprised of the loan commitment fee on the three-year unsecured Revolving Credit Agreement established in October of 2002 for $100 million and the amortization of expenses associated with establishing that credit facility.

The effective tax rate for the second quarter of 2003 was 38.1% compared with 36.6% in 2002. Year-to-date, the effective tax rate is 38.0% compared to 37.2% in the same period last year. The company's federal income tax returns for 1997 through 1999 are under a routine audit by the Internal Revenue Service. The Internal Revenue Service has provided the company with a number of preliminary notices of proposed adjustment. The Internal Revenue Service has not completed its audit; however, if it were to propose a deficiency, the amount may be material to the overall financial position of the company. The company believes that it has meritorious defenses and would vigorously contest these matters.

For the three-month period ending June 28, 2003, net income of $13.8 million increased 1.7% compared to the same period last year. Basic and diluted earnings per share of $.51 for the quarter increased 2.0% compared to 2002. Year-to-date earnings increased 4.4% from $28.3 million to $29.6 million. Basic and diluted earnings per share in the first half of 2003 increased 4.8% to $1.09 compared to $1.04 generated in the first half of last year.

As of June 28, 2003, Weis Markets, Inc. operated 159 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.

LIQUIDITY AND CAPITAL RESOURCES

During the first six months of 2003, the company generated $60.2 million in cash flows from operating activities compared to $53.5 million for the same period in 2002. Working capital increased $24.1 million or 20.9% since the beginning of the year.

Net cash used in investing activities in the first half of 2003 amounted to $45.4 million as compared to the $23.5 million used in 2002. Capital expenditures for the first half of the year totaled $15.9 million as compared to $16.3 million in 2002. Earlier this year, the company estimated that its 2003 capital expenditure plans would require an investment of $72.4 million. This plan includes 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 company processing and distribution facilities. The company anticipates funding its 2003 working capital requirements, including its capital expenditure requirements, through internally generated cash flows from operations and without external financing.

Net cash used in financing activities during the first half of 2003 was $14.7 million compared to $29.7 million in 2002. The Board of Directors' 1996 resolution authorizing the purchase of 1,000,000 shares of treasury stock has a remaining balance of 546,707 shares. Year-to-date cash dividends paid to shareholders of $14.7 million were unchanged compared to the first half of 2002. At a regular meeting of the Board of Directors held in early July, the Directors unanimously approved a 3.7% increase in the quarterly dividend from $.27 to $.28 per share. The dividend is payable on August 22, 2003 to shareholders of record on August 8, 2003.

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WEIS MARKETS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Critical Accounting Policies

The company has chosen accounting policies that it believes are appropriate to accurately and fairly report its operating results and financial position, and the company applies those accounting policies in a consistent manner. The significant accounting policies are summarized in Note 1 to the consolidated financial statements.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that the company makes estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are based on historical and other factors believed to be reasonable under the circumstances. The company evaluates these estimates and assumptions on an ongoing basis and may retain outside consultants, lawyers and actuaries to assist in its evaluation. The company believes the following accounting policies are the most critical because they involve the most significant judgments and estimates used in preparation of its consolidated financial statements.

Vendor Allowances

Vendor rebates, credits and promotional allowances that relate to the company's buying and merchandising activities, including lump-sum payments associated with long-term contracts, are recorded as a component 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. 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. 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 setup 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.

Vendor allowances recorded as credits in cost of sales for the second quarter totaled $10.6 million in 2003 and $11.4 million in 2002. Year-to-date vendor allowances for 2003 and 2002 were $24.1 million and $23.8 million, respectively. Vendor paid cooperative advertising credits for the second quarter totaled $3.3 million in 2003 and $4.6 million in 2002. These credits were netted against advertising expenses for the second quarter of $6.5 million in 2003 and $6.3 million in 2002, within operating, general and administrative expenses. Year-to-date cooperative advertising credits for 2003 and 2002 were $8.9 million and $8.4 million, respectively, while year-to-date advertising expenses were $11.9 million for 2003 and $11.6 million for 2002. At the end of second quarter 2003, the company had accounts receivable due from vendors of $3.4 million for earned advertising credits and $5.6 million for earned promotional discounts. The company had $2.4 million in unearned revenue included in accrued liabilities for unearned vendor programs under long-term contracts for display and shelf space allocation. The company does not use estimates to account for receivables due under these vendor arrangements.

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WEIS MARKETS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)

Critical Accounting Policies (continued)

Accrued Store Closing Costs

The company provides for closed store liabilities relating to the estimated post-closing lease liabilities and related other exit costs associated with the store closing commitments. The closed store liabilities are usually paid over the lease terms associated with the closed stores having remaining terms ranging from one to eight years. At June 28, 2003, closed store lease liabilities totaled $2.7 million. The company estimates the lease liabilities, net of sublease income, using the undiscounted rent payments of closed stores. Other exit costs include estimated real estate taxes, common area maintenance, insurance and utility costs to be incurred after the store closes over the remaining lease term. Store closings are generally completed within one year after the decision to close. Adjustments to closed store liabilities and other exit costs primarily relate to changes in subtenants and actual exit costs differing from original estimates. Adjustments are made for changes in estimates in the period in which the change becomes known. Any excess store closing liability remaining upon settlement of the obligation is reversed to income in the period that such settlement is determined. Inventory write-downs, if any, in connection with store closings, are classified in cost of sales. Costs to transfer inventory and equipment from closed stores are expensed as incurred. Store closing liabilities are reviewed quarterly to ensure that any accrued amount that is no longer needed for its originally intended purpose is reversed to income in the proper period.

Self-Insurance

The company is self-insured for a majority of its workers' compensation, general liability, vehicle accident and associate medical benefit claims. The self-insurance liability for most of the workers' compensation is determined based on historical data and an estimate of claims incurred but not reported. The other self-insurance liabilities are determined actuarially, based on claims filed and an estimate of claims incurred but not yet reported. The company is liable for associate 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 $100,000 to $500,000. Significant assumptions used in the development of the actuarial estimates include reliance on our historical claims data including average monthly claims and average lag time between incurrence and payment.

FORWARD-LOOKING STATEMENTS

          In addition to historical information, this 10-Q 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.

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WEIS MARKETS, INC.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative Disclosure - There have been no material changes in the company's market risk during the six months ended June 28, 2003. Quantitative information is set forth in Item 7a on the company's Form 10-K under the caption "Quantitative Disclosures About Market Risk," which was filed for the fiscal year ended December 28, 2002 and is incorporated herein by reference.

Qualitative Disclosure - This information is set forth in Item 7a of the company's 10-K under the caption "Liquidity and Capital Resources," within "Management's Discussion and Analysis of Financial Condition and Results of Operations," which was filed for the fiscal year ended December 28, 2002 and is incorporated herein by reference.

ITEM 4. CONTROLS AND PROCEDURES

The Chief Executive Officer and the Chief Financial Officer of the company (its principal executive officer and principal financial officer, respectively) have concluded, based on their evaluation as of a date within 90 days prior to the date of the filing of this Report, that the company's disclosure controls and procedures are effective 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, is 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 is 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.

There were no significant changes in the company's internal controls or in other factors that could significantly affect these controls subsequent to the date of such evaluation.

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WEIS MARKETS, INC.

Item 6. Exhibits and Reports on Form 8-K

(b) Reports on Form 8-K - One Form 8-K, Item 9, was filed on April 22, 2003, to announce the first quarter results of the company.

SIGNATURES

       Pursuant to the requirements 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.

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WEIS MARKETS, INC.

CERTIFICATION- CEO

I, Norman S. Rich, President/CEO of Weis Markets Inc., certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Weis Markets Inc.;

2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit
     to state a material fact necessary to make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the periods covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly
     report, fairly present in all material respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a)  designed such disclosure controls and procedures to ensure that material information relating to the
               registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
               particularly during the period in which this quarterly report is being prepared;
         b)  evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90
              days prior to the filing date of this quarterly report (the "Evaluation Date"); and
         c)  presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and
              procedures based on our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the
      registrant's auditors and the audit committee of registrant's board of directors (or persons performing the
      equivalent function):

         a)  all significant deficiencies in the design or operation of internal controls which could adversely affect
              the registrant's ability to record, process, summarize and report financial data and have identified for the
              registrant's auditors any material weaknesses in internal controls; and
         b)  any fraud, whether or not material, that involves management or other employees who have a significant
               role in the registrant's internal controls; and

6.  The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were
     significant changes in internal controls or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant
     deficiencies and material weaknesses.

Date: August 7, 2003                                                                                                      /S/ Norman S. Rich
                                                                                                                                         Norman S. Rich

                                                                                                                                          President/CEO

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WEIS MARKETS, INC.

CERTIFICATION- CFO

I, William R. Mills, Senior Vice President and Treasurer/CFO of Weis Markets Inc., certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Weis Markets Inc.;

2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit
     to state a material fact necessary to make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the periods covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly
     report, fairly present in all material respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a)  designed such disclosure controls and procedures to ensure that material information relating to the
               registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
               particularly during the period in which this quarterly report is being prepared;
         b)  evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90
              days prior to the filing date of this quarterly report (the "Evaluation Date"); and
         c)  presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and
              procedures based on our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the
      registrant's auditors and the audit committee of registrant's board of directors (or persons performing the
      equivalent function):

         a)  all significant deficiencies in the design or operation of internal controls which could adversely affect
              the registrant's ability to record, process, summarize and report financial data and have identified for the
              registrant's auditors any material weaknesses in internal controls; and
         b)  any fraud, whether or not material, that involves management or other employees who have a significant
               role in the registrant's internal controls; and

6.  The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were
     significant changes in internal controls or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant
     deficiencies and material weaknesses.

Date: August 7, 2003                                                                                                     /S/ William R. Mills
                                                                                                                                         William R. Mills
                                                                                                                                      Senior Vice President
                                                                                                                                         and Treasurer/CFO

Page 13 of 13 (Form 10-Q)

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EXHIBIT 99.1

WEIS MARKETS, INC.

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the 10-Q Report of Weis Markets, Inc. (the "company") on Form 10-Q for the quarter ending June 28, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Norman S. Rich, President / Chief Executive Officer of the company, certify, pursuant to and for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.

/S/ Norman S. Rich
Norman S. Rich
President / CEO
08/07/2003

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EXHIBIT 99.2

WEIS MARKETS, INC.

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the 10-Q Report of Weis Markets, Inc. (the "company") on Form 10-Q for the quarter ending June 28, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, William R. Mills, Senior Vice President and Treasurer / Chief Financial Officer of the company, certify, pursuant to and for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.

/S/ William R. Mills
William R. Mills
Senior Vice President and Treasurer / CFO
08/07/2003