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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0001116679-04-002518.txt : 20041229
<SEC-HEADER>0001116679-04-002518.hdr.sgml : 20041229
<ACCEPTANCE-DATETIME>20041229165832
ACCESSION NUMBER:		0001116679-04-002518
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20041228
ITEM INFORMATION:		Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041229
DATE AS OF CHANGE:		20041229

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:		041231663

	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>ing8k.txt
<DESCRIPTION>DECEMBER 28, 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 28, 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 3.01      Notice of  Delisting  or Failure to Satisfy a  Continued  Listing
               Rule or Standard; Transfer of Listing.

On December 28, 2004, Ingles Markets,  Incorporated  (the "Company")  received a
notice from the staff of The Nasdaq Stock Market  indicating that the Company is
not in compliance  with Nasdaq's  requirement  for the continued  listing of the
Company's  securities  on The Nasdaq  Stock  Market due to the failure to timely
file its Form 10-K for the period ended  September 25, 2004,  as required  under
Marketplace Rule 4310(c)(14). Receipt of the notice does not result in immediate
delisting of the Company's  securities,  although  Nasdaq stated that unless the
Company  requests  a  hearing  on  Nasdaq's   delisting  notice,  the  Company's
securities  will be  delisted  from The Nasdaq  Stock  Market at the  opening of
business on January 6, 2005. As of the opening of business on December 30, 2004,
an "E" will be  appended  to the end of the  Company's  trading  symbol  for its
securities.  Therefore, commencing December 30, 2004, the trading symbol for the
Company's Class A Common Stock will be changed from "IMKTA" to "IMKTE".

The  Company  expects  to make a timely  request  for a hearing  with the Nasdaq
Listing  Qualifications  Panel on this  matter  which  will  stay the  delisting
pending the hearing and a  determination  by the Nasdaq  Listing  Qualifications
Panel. There can be no assurance that the Panel will grant the Company's request
for continued listing.

Item 9.01      Financial Statements and Exhibits.

        (c) Exhibits.

        99.1 Copy of press release  issued by Ingles  Markets,  Incorporated  on
        December 29, 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 29, 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 RECEIVES NOTICE FROM
           NASDAQ REGARDING POTENTIAL DELISTING AND INTENDS TO APPEAL
           CLASS A COMMON STOCK WILL CONTINUE TO TRADE PENDING APPEAL


Asheville, NC - December 29, 2004 - Ingles Markets, Incorporated (NASDAQ:
IMKTA), today announced that on December 28, 2004, the Company received a notice
from the staff of The Nasdaq Stock Market indicating that the Company is not in
compliance with Nasdaq's requirements for the continued listing of its Class A
Common Stock due to the failure to timely file its Form 10-K for the period
ended September 25, 2004, as required under Market Place Rule 4310(c)(14).
Therefore, the Company's Class A Common Stock is subject to potential delisting
from The Nasdaq Stock Market. Receipt of the notice does not result in immediate
delisting of the Class A Common Stock.

The Company expects to make a timely request for a hearing with the Nasdaq
Listing Qualifications Panel to appeal the Nasdaq staff's determination. This
request will stay the delisting pending the hearing and a determination by the
Nasdaq Listing Qualifications Panel. There can be no assurance that the Panel
will grant the Company's request for continued listing.

The Form 10-K, for the period ended September 25, 2004, has been delayed pending
completion of a previously disclosed internal investigation and any related
restatement of the Company's financial statements related to fiscal years 2001
through 2004. The Company expects the investigation will be completed shortly
and is working diligently to complete the Form 10-K and any related filings.
Management believes that the Company 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. 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 the Company's results for fiscal
2004. The Company currently expects it will file its Form 10-K mid January,
2005. Accordingly, as previously disclosed, the referenced financial statements
should not be relied upon until such time as the Company files its restatements.

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 Company's Form 10-K, whether a
related SEC 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



<PAGE>



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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