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

FORM 10-K

(Mark One)

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

Securities registered pursuant to Section 12(b) of the Act:

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.  [ X ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12-b-2).   Yes [X]  No   [   ]

The aggregate market value of Common Stock held by non-affiliates of the Registrant is approximately $526,974,000.
Shares of common stock outstanding as of March 1, 2005 - 27,033,000.

DOCUMENTS INCORPORATED BY REFERENCE:  Selected portions of the Weis Markets, Inc. definitive proxy statement dated March 8, 2005 are incorporated by reference in Part III of this Form 10-K.

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 PART I

Item 1.      Business:

Weis Markets, Inc. is a Pennsylvania business founded by Harry and Sigmund Weis in 1912 and incorporated 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 2004. The company's stock has been traded on the New York Stock Exchange since 1965 under the symbol "WMK." The Weis family currently owns approximately 64% of the outstanding shares. Robert F. Weis serves as Chairman of the Board of Directors, and Jonathan H. Weis, son of Robert F. Weis, serves as Vice Chairman and Secretary. Both are involved in the day-to-day operations of the business.

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 approximately $434.3 million in cash.

The company's retail food stores sell groceries, dairy products, frozen foods, meats, seafood, fresh produce, floral, prescriptions, deli/bakery products, prepared foods, fuel and general merchandise items, such as health and beauty care and household products. In addition, customer convenience is addressed at many locations by offering services such as company-operated photo labs and third parties providing in-store banks, laundry services and take-out restaurants. The company advertises through various media, including circulars, newspapers, radio and television. Printed circulars are used extensively on a weekly basis to advertise featured items. The company utilizes a loyalty card program, "Weis Club Preferred Shopper," which provides shoppers with an opportunity to receive discounts, promotions and rewards. The company owns and operates 157 retail food stores and a chain of 33 SuperPetz, LLC pet supply stores.

The percentage of net sales contributed by each class of similar products for each of the previous five fiscal years was:

Retail food store locations by state and by trade name are as follows:

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Item 1.      Business: (continued)

All trade names, except Scot's Lo-Cost and Save-A-Lot, operate as conventional supermarkets. Scot's Lo-Cost operates under a warehouse format, while Save-A-Lot's format caters to the price motivated consumer. The retail food stores range in size from 8,000 to 65,000 square feet, with an average size of approximately 46,000 square feet. The following summarizes the number of stores by size categories:

The following schedule shows the changes in the number of retail food stores, total square footage and store additions/remodels:

The company supports the retail operations through a centrally located distribution facility, its own transportation fleet and four manufacturing facilities.  The company is required to use a significant amount of working capital to provide for the necessary amount of inventory to meet demand for its products through efficient use of buying power and effective utilization of space in the warehouse facilities. The manufacturing facilities consist of a meat processing plant, an ice cream plant, an ice plant and a milk processing plant.

At year-end, SuperPetz, LLC 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 business of the company is highly competitive. The number of competitors and the variety 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.

The company has approximately 18,700 full-time and part-time associates.

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Item 2.    Properties:

The company owns and operates 81 of its retail food stores, and leases and operates 76 stores under operating leases that expire at various dates through 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.

The company owns and operates one distribution center in Milton, Pennsylvania of approximately 1,110,000 square feet, and one in Northumberland, Pennsylvania totaling approximately 76,000 square feet. The company also owns one warehouse in Sunbury, Pennsylvania totaling approximately 564,000 square feet of which 290,000 is sublet. The company operates an ice cream plant, meat processing plant, ice plant and milk processing plant in the remaining 274,000 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 2004.

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PART II

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

The company's stock is traded on the New York Stock Exchange (ticker symbol WMK). The approximate number of shareholders including individual participants in security position listings on December 25, 2004 as provided by the company's transfer agent was 5,820. High and low stock prices and dividends paid per share for the last two fiscal years were:

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.

Five Year Review of Operations

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

Results of Operations

Company revenues are generated from the sale of consumer products in our grocery supermarkets and pet supply stores. Total company sales were $2.098 billion, $2.042 billion and $1.999 billion for fiscal years 2004, 2003 and 2002, respectively. All three fiscal years were comprised of 52 weeks ending on the last Saturday in December and results were directly comparable. Sales in 2004 increased 2.7%, or $55.2 million, compared to 2003 and comparable store sales increased 3.0%. In 2003, sales increased 2.2%, or $43.1 million, compared to 2002 and comparable store sales increased 2.7%.

When calculating the percentage change in comparable store sales, the company defines a new store to be 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.

Favorable sales results for the year were heavily impacted by a continuing strong performance from the store perishable departments. Although the company experienced some product cost inflation in 2004, management does not feel it can accurately measure the full impact of product inflation and deflation on retail pricing due to changes in the types of merchandise sold between periods, shifts in customer buying patterns and the fluctuation of competitive factors.

Cost of sales consists of direct product costs (net of discounts and allowances), warehouse costs, transportation costs and manufacturing facility costs. Gross profit dollars generated from sales in 2004 increased $12.9 million, or 2.4%, to $549.5 million compared to 2003, which increased $8.7 million compared to 2002. Gross profit, as a percentage of sales, was 26.2%, 26.3% and 26.4% in 2004, 2003 and 2002, respectively.

Vendor rebates, credits and promotional allowances related to buying and merchandising activities in 2004 decreased $1.2 million compared to 2003. Conversely, several operational initiatives implemented by the company reduced inventory shrink losses by $659,000 and are expected to produce improved results going forward. The installation of new ergonomic warehouse product picking racks designed to improve working conditions and productivity was completed in the third quarter of 2004. In 2004, the company began several other technology initiatives in its distribution center. These initiatives are geared to improving inventory control and labor efficiencies and are expected to be fully implemented in the first half of 2005. Management is not aware of any other events or trends that may materially impact sales or product costs, causing a material change to the overall financial operation of the company.

Operating, general and administrative expenses in 2004 totaled $477.3 million or 22.8% of sales compared to 22.8% in 2003 and 22.4% in 2002. The company's net income was negatively impacted by substantial increases in employee labor and benefit expenses. In addition to expected labor cost increases associated with sales growth, the company added hours for extensive store level employee training programs in 2004. With a better-trained workforce, management expects to recoup the investment in productivity gains while also improving sales through better customer service.

The company self-insures a majority of its employee health care benefits and has experienced a significant number of high dollar claims over the past two years. Employee health care costs increased $4.3 million compared to 2003, which had increased $3.4 million from 2002. During 2004, management worked with a nationally recognized health care consulting firm on various cost containment strategies. The goal is to reduce this expense, while protecting the level of benefits provided for our associates. Several cost containment initiatives will be launched in 2005 in this area. Employer paid employment taxes increased $1.8 million in 2004 primarily due to significant increases with state unemployment tax rates.

The company implemented a store relamping and retrofitting program to improve lighting and reduce utility costs in 2004. Management believes this two-year retrofitting program will reduce electric costs by approximately 5.0% when fully completed in 2005.

In 2004, the company's investment income increased $397,000, or 32.5%, to $1.6 million compared to the same period a year ago. In 2003, the company's investment income of $1.2 million increased $341,000, or 38.8%, compared to 2002.

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

The company's other income is primarily generated from rental income, coupon-handling fees, store service commissions, cardboard salvage, gain or loss on the disposition of fixed assets and interest expense. Other income in 2004 totaled $13.8 million, or .7% of sales, and decreased $2.6 million, or 15.7%, compared to 2003. In the first quarter of 2004, the company realized a pre-tax net gain on the sale of fixed assets of $1.5 million, predominantly related to the sale of a closed store facility. The company incurred a pre-tax impairment loss of $1.4 million during the second quarter of 2004 on a closed store facility, which was sold in July of 2004. In the fourth quarter, the company expensed $1.1 million for a building the company demolished and replaced.

The company's combined federal and state effective tax rate was 34.7% in 2004, 38.1% in 2003 and 37.5% in 2002. During 2003, the Internal Revenue Service completed its routine audit of the company's federal income tax returns for the years 1997 through 2001, and the resulting settlement did not have a material impact on 2003 income tax expense. The company's effective tax rate decreased from 2003 to 2004 due to a change in estimate related to the final settlement of certain income tax audits during 2004, resulting in a $2.5 million increase in net income.

Net income in 2004 was $57.2 million or 2.7% of sales compared to $54.6 million or 2.7% of sales in 2003 and $59.1 million or 3.0% of sales in 2002. Basic and diluted earnings per share of $2.11 in 2004 compared to $2.01 in 2003 and $2.17 in 2002.

As of the end of the fiscal year, Weis Markets, Inc. operated 157 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

Net cash provided by operating activities was $118.2 million in 2004 compared with $106.1 million in 2003 and $106.5 million in 2002. Working capital decreased 15.1% in 2004, increased 41.2% in 2003, and increased 12.3% in 2002. The considerable decline in working capital in 2004 was primarily due to a special one dollar per share dividend paid to shareholders in September of 2004. Inventory declined $8.5 million in 2004 compared to 2003 primarily due to the fiscal year-end date falling at the end of the holiday selling period.

Net cash used in investing activities was $72.1 million in 2004 compared to $30.6 million in 2003, and $36.5 million in 2002. These funds were used primarily for the purchases of new securities and property and equipment. Property and equipment purchases during fiscal 2004 totaled $82.8 million compared to $35.9 million in 2003 and $46.1 million in 2002. As a percentage of sales, capital expenditures were 3.9%, 1.8% and 2.3% in 2004, 2003 and 2002, respectively.

The company's 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 $109.4 million in 2005. Based upon construction timetables, a portion of these expenditures may carry over into 2006.

Net cash used in financing activities during 2004 was $61.3 million compared to $31.9 million in 2003 and $55.5 million in 2002. In 2002, the company established a three-year unsecured revolving credit agreement in the amount of $100 million to provide funds for general corporate purposes including working capital and letters of credit. At December 25, 2004, the company had no cash borrowings but had outstanding letters of credit of approximately $18 million under the credit agreement.

Total cash dividend payments on common stock amounted to $2.12 per share in 2004 compared to $1.10 in 2003 and $1.08 in 2002. On September 3, 2004, the company paid a special one dollar per share dividend totaling $27.1 million to its shareholders. Treasury stock purchases amounted to $4.0 million in 2004, compared to $2.0 million in 2003 and $622,000 in 2002. On April 14, 2004, the Board of Directors passed a resolution authorizing the repurchase of up to one million shares of the company's common stock. This action supersedes the previous repurchase resolution approved by the Board in 1996 that had a remaining balance of 474,504 shares.

The company has no other commitment of capital resources as of December 25, 2004, other than the lease commitments on its store facilities under operating leases that expire at various dates through 2024. The company will fund its working capital requirements and its $109.4 million capital expansion program through internally generated cash flows from operations.

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WEIS MARKETS, INC.

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

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 any future long-term debt borrowings. The company's marketable securities currently consist of Pennsylvania tax-free state and municipal bonds, equity securities and other short-term investments. Other short-term investments are classified as cash equivalents on the Consolidated Balance Sheets.

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 to minimize market risk and to maintain 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. The company's management continually monitors the risk associated with its marketable securities. A quantitative tabular presentation of risk exposure is located on Item 7a.

Contractual Obligations
The following table represents scheduled maturities of the company's long-term contractual obligations as of December 25, 2004.