WEIS MARKETS INC
8-K/A, 1996-04-18
GROCERY STORES
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                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                
                               FORM 8-K / A
                                
                              CURRENT REPORT
                                

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Reportable Event: March 27, 1996   Commission file number  1-5039

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

         Pennsylvania                                   24-0755415
(State or other jurisdiction of              (IRS Employee Identification No.)
incorporation or organization)

1000 South Second Street, Sunbury, PA                       17801
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code       717-286-4571

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

                                            Name of each exchange
     Title of each class                     on which registered

  Common stock, no par value               New York Stock Exchange

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

                                   None
                             (Title of class)

<PAGE>
                            WEIS MARKETS, INC.
                                
           ITEM 4 Changes in Registrant's Certifying Accountant


On  February 2, 1996, the Registrant filed a Form 8-K,  informing
the  Securities  and  Exchange  Commission  of  the  Registrant's
decision to appoint the accounting firm of Ernst & Young  LLP  as
the  principal  accountant  to audit the  Registrant's  financial
statements.

The  decision to change from KPMG Peat Marwick LLP, ("KPMG"), was
made  by  the  Board  of  Directors on  January  22,  1996.   The
Registrants Form 10-K for the year ended December 30,  1995,  was
filed  with the Securities and Exchange Commission on  March  27,
1996.   As of the filing of the Form 10-K, the audit relationship
between KPMG and the Registrant was concluded.

There  have been no disagreements or reportable events with  KPMG
on  any  matter  described in Item 304 (a) (1) (iv)  and  (v)  of
Regulation  S-K  during  the two most recent  fiscal  years,  any
subsequent  interim  period through  the  date  of  dismissal  on
January 22, 1996, or in any of the years prior to that period, or
during  the interim period between the date of dismissal  through
the  filing  of the Form 10-K on March 27, 1996.  A  letter  from
KPMG is attached to this filing.

Required information reported in the February 2, 1996 Form 8-K is
not  provided in this filing to the extent it has been previously
reported.

<PAGE>
                            WEIS MARKETS, INC.
                                
                 ITEM 7 Financial Statements and Exhibits

SEC Exhibit #             Description                         Page #

    16              Letter from KPMG indicating there are       4
                    no disagreements with this Amended
                    Form 8-K.


                                
                                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 hereunto duly authorized.


                                             Weis Markets, Inc.
                                                (Registrant)



Date:  March 27, 1996                        William R. Mills
                                             Vice President Finance
                                             & Secretary

<PAGE>
                           FORM 8-K  EXHIBIT 16

KPMG Peat Marwick LLP
Certified Public Accountants


225 Market Street            Telephone  717-238-7131     Telefax 717-233-1101
Suite 300
P.O. Box 1190
Harrisburg PA 17108-1190





March 27, 1996



Securities and Exchange Commission
Washington, D.C.  20549



Ladies and Gentlemen:

We  were previously principal accountants for Weis Markets,  Inc.
and,  under  the  date of January 26, 1996, we  reported  on  the
consolidated  financial  statements of  Weis  Markets,  Inc.  and
subsidiaries as of and for the years ended December 30, 1995  and
December  31,  1994.   On January 22, 1996,  our  appointment  as
principal   accountants  was  terminated   effective   with   the
completion of the audit for the year ended December 30, 1995  and
the  filing of the Annual Report on Form 10-K.  We have read Weis
Markets, Inc.'s statements included under Item 4 of its  Form  8-
K/A  dated  March  27, 1996, and we agree with  such  statements,
except  that  we are not in a position to agree or disagree  with
Weis  Markets, Inc.'s statement that Ernst & Young  LLP  was  not
engaged regarding the application of accounting principles or the
type  of  audit  opinion that might be rendered on Weis  Markets,
Inc.'s financial statements.


Very truly yours,


KPMG Peat Marwick LLP




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