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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001116679-04-002392.txt : 20041206
<SEC-HEADER>0001116679-04-002392.hdr.sgml : 20041206
<ACCEPTANCE-DATETIME>20041206100022
ACCESSION NUMBER:		0001116679-04-002392
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20041206
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041206
DATE AS OF CHANGE:		20041206

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INGLES MARKETS INC
		CENTRAL INDEX KEY:			0000050493
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-GROCERY STORES [5411]
		IRS NUMBER:				560846267
		STATE OF INCORPORATION:			NC
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-14706
		FILM NUMBER:		041185377

	BUSINESS ADDRESS:	
		STREET 1:		PO BOX 6676
		CITY:			ASHEVILLE
		STATE:			NC
		ZIP:			28816
		BUSINESS PHONE:		7046692941

	MAIL ADDRESS:	
		STREET 1:		P O BOX 6676
		CITY:			ASHEVILLE
		STATE:			NC
		ZIP:			28816
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>ingles8k.txt
<DESCRIPTION>DECEMBER 3, 2004
<TEXT>



================================================================================

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

                                     ------
                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): December 6, 2004

                          INGLES MARKETS, INCORPORATED
             (Exact name of registrant as specified in its charter)

       NORTH CAROLINA                  0-14706                  56-0846267
(State or other jurisdiction         (Commission               (IRS Employer
      of incorporation)              File Number)            Identification No.)

                       P.O. Box 6676, Asheville, NC 28816
                              (Address of Principal
                                Executive Offices)


                                 (828) 669-2941
              (Registrant's telephone number, including area code)

                                      None
          (Former name or former address, if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


================================================================================



<PAGE>



Item 2.02      Results of Operations and Financial Condition.

        On December 6, 2004 Ingles Markets,  Incorporated (Ingles) announced its
sales for its fourth fiscal quarter and fiscal year ended  September 25, 2004. A
copy of the press release is filed herewith as Exhibit 99.1 and is  incorporated
herein by reference.

Item 4.02.     Non-Reliance  on  Previously  Issued  Financial  Statements  or a
               Related Audit Report or Completed Interim Review

        In the same press release discussed above, Ingles also announced that it
is the subject of an informal inquiry by the Securities and Exchange  Commission
(SEC)  regarding the accounting  for a vendor  contract it entered into in 2002.
The SEC has requested  certain  documentation  regarding  that vendor  contract,
other large vendor  contracts  entered into from 2002 through 2004,  and related
accounting  documents.  The Audit  Committee of Ingles'  Board of Directors  has
initiated  a review of the  accounting  issues  arising  out of the  inquiry and
others that may arise and has retained  independent legal counsel to assist with
that review.

        Based on  information  identified  to date  related to fiscal years 2001
through  2004,  Ingles has  determined  that certain  vendor  consideration  was
included in the  determination of operating income in the incorrect  periods and
has identified certain revenue and expense items that were incorrectly recorded.
Management believes that Ingles may restate its financial statements for certain
of the periods  under review  primarily to move  recognition  of certain  vendor
payments  from  earlier to later  periods.  Consequently,  on  December 1, 2004,
management  in  consultation  with  the  Audit  Committee  determined  that  our
previously  filed  financial  statements  for the periods under review should no
longer be relied  upon until  completion  of the review and the  issuance of any
required restated financial statements.

        The Audit  Committee has discussed the matters  disclosed in this filing
with Ernst & Young LLP, Ingles' independent registered public accounting firm.

Item 9.01 Financial Statements and Exhibits.

         (c) Exhibits.

    99.1  Copy of press release issued by Ingles on December 6, 2004.



<PAGE>



                                   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.


                                          INGLES MARKETS, INCORPORATED



Date: December 6, 2004                    By: /s/ Brenda S. Tudor
                                              ----------------------------------
                                              Brenda S. Tudor
                                              Vice President-Finance and Chief
                                              Financial Officer






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex99-1.txt
<DESCRIPTION>EX. 99.1 - PRESS RELEASE
<TEXT>
                                                                    Exhibit 99.1



           INGLES MARKETS, INCORPORATED ANNOUNCES SALES INCREASES AND
                         EXTENSION OF 10-K FILING DATE


Ingles Markets, Incorporated
December 6, 2004

        Ingles Markets, Incorporated (NASDAQ: IMKTA) today announced an increase
in net sales of 8.2% and 7.3% for its fourth fiscal quarter and fiscal year
ended September 25, 2004, respectively. Net sales were $544.1 million and $2.137
billion for the 2004 fourth quarter and fiscal year, respectively, compared to
net sales of $503.0 million and $1.991 billion, respectively, for the 2003
fourth fiscal quarter and fiscal year.

        For the fourth quarter of fiscal 2004, comparable store sales increased
8.2% over the same period of fiscal 2003 and increased 6.7% for the fiscal year
2004 compared to fiscal year 2003. Fiscal 2004 was the 40th consecutive year
Ingles achieved an increase in net sales and the first year the Company has
exceeded the $2 billion sales level. During fiscal 2004, Ingles opened two new
stores, replaced one store, completed major remodel/expansions of two stores,
completed minor remodels of two stores and closed four older stores. Additional
operating results for the 2004 fiscal year will be announced upon filing of the
Company's Form 10-K.

        Ingles further announced that it is the subject of an informal inquiry
by the Securities and Exchange Commission (SEC) regarding the accounting for a
vendor contract it entered into in 2002. The SEC has requested certain
documentation regarding that vendor contract, other large vendor contracts
entered into from 2002 through 2004, and related accounting documents. The Audit
Committee of Ingles' Board of Directors has initiated a review of the accounting
issues arising out of the inquiry and others that may arise and has retained
independent legal counsel to assist with that review. Robert P. Ingle, II,
Chairman of Ingles' Board of Directors, commented, "The Board of Directors and
management is fully supportive of the Audit Committee's efforts in this matter."

        Based on information identified to date related to fiscal years 2001
through 2004, Ingles has determined that certain vendor consideration was
included in the determination of operating income in the incorrect periods and
has identified certain revenue and expense items that were incorrectly recorded.
Management believes that Ingles may restate its financial statements for certain
of the periods under review primarily to move recognition of certain vendor
payments from earlier to later periods. Although management is not yet able to
quantify the aggregate amount of operating income that may be moved from period
to period, management does not believe that the restatements will have any
impact on cash flow and does not currently expect the restatements will have a
negative effect on Ingles' results for fiscal 2004.

        The completion of the internal inquiry is a condition to the completion
of Ernst & Young's audit for fiscal 2004 and of Ingles' Form 10-K, due December
9, 2004. As a consequence, Ingles will not be able to file its Form 10-K by the
December 9th deadline. The Company will file for an extension on Form 12b-25 on
or before December 9th. The Audit Committee intends to complete its review as
soon as possible. The Company will publish any



<PAGE>



restated  financial  statements  required  together  with its audited  financial
statements for fiscal 2004 as soon as possible after  completion of the inquiry.
The  informal  inquiry by the SEC and the Audit  Committee  review are  ongoing;
therefore,  there can be no assurance that  additional  information  will not be
identified until the completion of these efforts.

        This release contains forward-looking statements, which reflect
management's current views of future events and operations, including, but not
limited to, statements pertaining to restatements of its financial statements.
These forward-looking statements involve certain significant risks and
uncertainties, and actual results may differ materially from the forward-looking
statements. Some important factors which may cause results to differ include:
dependence on the import of any relevant facts presently unknown to Ingles'
management, discovery of additional issues in completing the internal inquiry,
whether the SEC's inquiry becomes a formal investigation and the ultimate
resolution of the SEC's inquiry. Other important factors that may cause actual
results to differ materially from the forward-looking statements are discussed
from time to time in Ingles' filings with the Securities and Exchange
Commission. Ingles does not undertake to publicly update or revise any of its
forward-looking statements even if experience or future changes show that the
indicated results or events will not be realized.

        Ingles Markets, Incorporated is a leading supermarket chain with
operations in six southeastern states. Headquartered in Asheville, North
Carolina, the Company operates 197 supermarkets. In conjunction with its
supermarket operations, the Company also operates 74 neighborhood shopping
centers, all but 17 of which contain an Ingles supermarket. The Company's Class
A Common Stock is traded on The Nasdaq Stock Market's National Market under the
symbol IMKTA. For more information about the Company, visit Ingles' website at
www.ingles-markets.com.







</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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