Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(b) Mr. Matthew Nimetz resigned as a member of the Board of Directors (the "Board") of Weis Markets, Inc. (the "Company") effective October 13, 2009. Mr. Nimetz was an independent director and a member of the Audit and Compensation Committees of the Board. Mr. Nimetz's resignation was not the result of a disagreement with the Company on any matter relating to the Company's operations, policies or practices.

Section 303A.07(a) of the New York Stock Exchange Listed Company Manual requires all publicly traded companies to have at least three directors serving on the Audit Committee. On October 19, 2009, the Company notified NYSE Regulation, Inc. (the "NYSE") that, as a result of Mr. Nimetz's resignation, its Audit Committee no longer has three members and, on October 19, 2009, the NYSE provided written notice that the Company is deficient in meeting the requirements of Section 303A.07(a) because it does not have three members on the Audit Committee. The Board has identified a candidate to replace Mr. Nimetz as an independent director and intends to appoint such candidate to the Board at its next scheduled meeting.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) The disclosure under Item 3.01 of this Current Report on Form 8-K is responsive to this Item and is hereby incorporated by reference.

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