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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001116679-05-000559.txt : 20050222
<SEC-HEADER>0001116679-05-000559.hdr.sgml : 20050221
<ACCEPTANCE-DATETIME>20050222142538
ACCESSION NUMBER:		0001116679-05-000559
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050216
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:		20050222
DATE AS OF CHANGE:		20050222

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:		05630626

	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>FEBRUARY 16, 2005
<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): February 16, 2005

                          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 February 16, 2005, Ingles Markets, Incorporated (the "Company") received an
Additional Delinquency Notice ("the Additional Notice") from the staff of The
Nasdaq Stock Market. As previously announced, the Company received an initial
notice from Nasdaq due to the failure to timely file its Form 10-K for the year
ended September 25, 2004. The Company attended a hearing before the Nasdaq
Listing Qualifications Panel ("the Panel") on January 27, 2005. At that hearing,
in addition to an extension of time for filing the Annual Report on Form 10-K,
the Company requested an extension of time to file its Form 10-Q quarterly
report for the first quarter of fiscal 2005 ended December 25, 2004. The Company
has now filed its Form 10-K and is working on its December 2004 quarterly
financial close and filing of its Form 10-Q.

The Additional Notice received from Nasdaq stated that the Company failed to
timely file its Form 10-Q for the quarterly period ended December 25, 2004 as
required under Market Place Rule 4310(c)(14). On February 4, 2005, the Company
filed a Form 12b-25 (Notification of Late Filing) with respect to its Form 10-Q
for the quarter ended December 25, 2004. In its notification, the Company
explained that the previously announced delay in the filing of its Form 10-K for
fiscal 2004, as a result of an internal inquiry following receipt of an SEC
informal investigation, has resulted in the inability of the Company to finalize
its financial statements for the quarter ended December 25, 2004 and the related
Form 10-Q.

The Panel has not rendered its decision on the Company's request that Nasdaq
continue the listing of the Company's Class A Common Stock. The Company's stock
continues to trade pending such decision. There can be no assurance that the
Panel will agree with the Company's request to continue the listing of the
Company's Class A Common Stock on The Nasdaq National Market.

Item 9.01      Financial Statements and Exhibits.

        (c) Exhibits.

    99.1  Copy of press release issued by Ingles Markets, Incorporated on
          February 22, 2005.





<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: February 22, 2005                   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 ADDITIONAL
                               NOTICE FROM NASDAQ


Asheville, NC - February 22, 2005 - Ingles Markets, Incorporated (NASDAQ:
IMKTE), today announced that on February 16, 2005, the Company received an
Additional Delinquency Notice ("the Additional Notice") from the staff of The
Nasdaq Stock Market. As previously announced, the Company received an initial
notice from Nasdaq due to the failure to timely file its Form 10-K for the year
ended September 25, 2004. The Company attended a hearing before the Nasdaq
Listing Qualifications Panel ("the Panel") on January 27, 2005. At that hearing,
in addition to an extension of time for filing the Annual Report on Form 10-K,
the Company requested an extension of time to file its Form 10-Q quarterly
report for the first quarter of fiscal 2005 ended December 25, 2004. The Company
has now filed its Form 10-K and is working on its December 2004 quarterly
financial close and filing of its Form 10-Q.

The Additional Notice received from Nasdaq stated that the Company failed to
timely file its Form 10-Q for the quarterly period ended December 25, 2004, as
required under Market Place Rule 4310(c)(14). On February 4, 2005, the Company
filed a Form 12b-25 (Notification of Late Filing) with respect to its Form 10-Q
for the quarter ended December 25, 2004. In its notification, the Company
explained that the previously announced delay in the filing of its Form 10-K for
fiscal 2004, as a result of an internal inquiry following receipt of an SEC
informal investigation, has resulted in the inability of the Company to finalize
its financial statements for the quarter ended December 25, 2004, and the
related Form 10-Q.

Brenda S. Tudor, the Company's Chief Financial Officer stated, "The Company is
working diligently to complete the filing of its Form 10-Q for the December 2004
quarter. We believe once we get this filing completed, we will be able to get
back on track with our history of timely filings. We knew at the time we met
with the Panel, that we would need additional time to complete the December 2004
filing and requested additional time at that meeting."

The Panel has not rendered its decision on the Company's request that Nasdaq
continue the listing of the Company's Class A Common Stock. The Company's stock
continues to trade pending such decision. There can be no assurance that the
Panel will agree with the Company's request to continue the listing of the
Company's Class A Common Stock on The Nasdaq National Market.

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: the ultimate
resolution of the SEC's inquiry, the outcome of the Listing Qualifications Panel
hearing and the Company's ability to become current on its reporting
obligations. 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



<PAGE>



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 196 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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