##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
of the Securities Exchange Act of 1934

For the fiscal year ended March 29, 2003

Commission File Number: 0-1532

MARSH SUPERMARKETS, INC.

(Exact name of registrant as specified in its charter)


|                                                                       |  |                                             
|---------------------------------------------------------------------- |  | --------------------------------------------
|INDIANA
(State or other jurisdiction of
incorporation or organization) |  | 35-0918179
(IRS Employer
Identification No.)

|                                                                                         |  |                      
|---------------------------------------------------------------------------------------- |  | ---------------------
|9800 CROSSPOINT BOULEVARD
INDIANAPOLIS, INDIANA
(Address of principal executive offices) |  | 46256-3350
(Zip Code)

317-594-2100
(Registrants telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:None

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

| |  |                                           
| |  | ------------------------------------------
| |  | Class A Common Stock                      
| |  | Class B Common Stock                      
| |  | 8 7/8% Senior Subordinated Notes, due 2007

Registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months, and (2) has been subject to such filing requirements for the
past 90 days.

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the Registrants knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K:   o

Indicate by check mark whether the registrant is an accelerated
filer (as defined in Exchange Act Rule 12b-2).   o   Yes   No   x

Aggregate market value of Class A Common Stock and Class B Common
Stock held by non-affiliates of the Registrant as of June 16, 2003 was:
$23,798,375 and $29,714,557, respectively. This calculation assumes all
shares of Common Stock beneficially held by benefit plans, officers and
members of the Board of Directors of the Registrant are owned by
affiliates, a status which each of the officers and directors
individually disclaims.

At June 16, 2003, there were 3,817,538 shares of Class A Common
Stock and 4,131,074 shares of Class B Common Stock outstanding.

Portions of the 2003 Annual Report to Shareholders are incorporated
by reference into Part II.

Portions of the Proxy Statement for the Annual Shareholders Meeting
to be held August 5, 2003, are incorporated by reference into Part III.





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TABLE OF CONTENTS



|                                                   |                                                                                                          |  |  |  |  |  |  | 
|-------------------------------------------------- | -------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                            
|                                                   | Item 1. Business                                                                                        
|                                                   | Item 2. Properties                                                                                      
|                                                   | Item 3. Legal Proceedings                                                                               
|                                                   | Item 4. Submission of Matters to a Vote of Security Holders                                             
|PART II                                           
|                                                   | Item 5. Market for Registrants Common Equity and Related Stockholder Matters                           
|                                                   | Item 6. Selected Financial Data                                                                         
|                                                   | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations           
|                                                   | Item 7a. Quantitative and Qualitative Disclosures About Market Risk                                     
|                                                   | Item 8. Financial Statements and Supplementary Data                                                     
|                                                   | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure            
|PART III                                          
|                                                   | Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters:
|                                                   | Item 14. Controls and Procedures                                                                        
|PART IV                                           
|                                                   | Item 16. Exhibits, Financial Statement Schedules, and Reports on Form 8-K                               
|Exhibit Index                                     
|EX-4.M AMENDED CREDIT AGREEMENT 03/21/03          
|EX-4.N AMENDED CREDIT AGREEMENT 05/23/03          
|EX-10.U EMPLOYMENT AGREEMENT DON E. MARSH 08/03/99
|EX-10.V EMPLOYMENT AGREEMENT D A MARSH 08/09/02   
|EX-10.W EMPLOYMENT AGREEMENT W L MARSH 08/03/99   
|EX-10.X EMPLOYMENT AGREEMENT P L BUTT 08/03/99    
|EX-10.Z EMPLOYMENT AGREEMENT D DOUGHERTY 08/03/99 
|EX-10.AA EMPLOYMENT AGREEMENT J A BAYT 03/30/03   
|EX-10.AB DOLLAR INSURANCE AGREEMENT D DOUGHERTY   
|EX-10.AC DOLLAR INSURANCE AGREEMENT P L BUTT      
|EX-10.AD DOLLAR INSURANCE AGREEMENT TRUST         
|EX-10.AE DOLLAR INSURANCE AGREEMENT D A MARSH     
|EX-10.AF AMENDED RETIREMENT PLAN 01/01/97         
|EX-10.AG AMENDED RETIREMENT PLAN 12/31/98         
|EX-10.AH AMENDED EQUITY PLAN 01/01/89             
|EX-10.AI AMENDED EQUITY PLAN 12/07/01             
|EX-10.AJ AMENDED EQUITY PLAN 12/31/02             
|EX-13 PORTIONS OF 2003 ANNUAL REPORT              
|EX-21 SUBSIDIARIES OF THE REGISTRANT              
|EX-23 CONSENT OF INDEPENDENT AUDITORS             
|EX-99.1 SARBANES 906 CERTIFICATION                
|EX-99.2 SARBANES 906 CERTIFICATION                



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##### Table of Contents






PART I




Item 1. Business

General

At March 29 2003, Marsh Supermarkets, Inc. (the Company or Marsh®)
operated 112 supermarkets and 167 Village Pantry® convenience stores in
central Indiana and western Ohio. The Company believes that Marsh
supermarkets have one of the largest market shares of supermarket chains
operating in its market area and Village Pantry has one of the largest
market shares of convenience stores in its market area. Marsh also owns
and operates a food services division, which provides upscale catering,
vending, office coffee, coffee roasting, concession and business
cafeteria management services, and a floral division, which operates six
upscale retail floral shops under the name of McNamara® and one business
florist under the name Enflora®. The Company may from time to time
explore various strategic alternatives regarding one or more of its
business divisions.

Supermarkets

At March 29, 2003, the Company operated 99 supermarkets in central
Indiana and 13 in western Ohio. The 48 stores in the Indianapolis
metropolitan market area constitute the Companys major market. The
remaining supermarkets operate in 38 other communities. Revenues from
supermarket operations represented approximately 81% of the 2003
consolidated sales and other revenues.

The Companys supermarket merchandising strategy emphasizes service,
quality and convenient one-stop shopping at competitive prices. Of the
Companys supermarkets, 58 are open 24 hours a day and 10 are open until
midnight, with the remainder having various other schedules. All stores
are open seven days a week.

The Company believes providing quality merchandise is an important
factor in maintaining and expanding its customer base. In recent years,
the Company has devoted a greater proportion of new and remodeled stores
to fresh, high quality perishables, such as produce, delicatessen items,
baked goods, prepared foods, seafood and floral items. The Company
believes fresh produce is an important customer draw; therefore, it
focuses on buying premium quality produce worldwide. The geographic
concentration of the Companys supermarkets enables the Company to
deliver fresh items to its stores quickly and frequently. An extension
of this theme is convenient, high quality, ready to eat meals. The Chef
Fresh program offers take-home items for immediate consumption in 101
stores. These products are prepared in the Companys central kitchen,
which provides fresh items to most of the Companys divisions.

The Companys large superstore format offers customers convenient
one-stop shopping. Its Marsh supermarkets feature an extended line of
traditional grocery store items as well as service and specialty
departments, such as delicatessens, bakeries, prepared foods, prime cut
meats, fresh seafood, floral and video rental. The Company features
nationally advertised and distributed merchandise along with products
under its own trademarks, service marks and trade names. Service and
specialty departments included in Marsh supermarkets include
delicatessens (109 stores), hot prepared foods (73), bakeries (109),
prime cut service meat (71), fresh seafood (64), sushi shops (23),
floral shops (67), imported cheese shops (70), wines and beer (91),
salad bars (40), video rental (50), fuel kiosks (4) and Ticketmaster®
outlets (31). Forty-one of the Companys supermarkets include pharmacies
in food and drug combination stores. In addition, banks or savings
institutions operate branch facilities in 26 of the Companys stores,
and 95 stores offer automated teller machines (ATMs).

The Companys superstore format is in excess of 75,000 square feet, and
its modern conventional supermarket format is approximately 55,000 to
65,000 square feet. The Company currently operates six superstores and
15 modern conventional supermarkets. Approximately one-third of the
sales area in these stores is devoted to merchandising fresh, high
quality perishable products such as deli meats and salads, baked goods,
prepared foods and produce. Approximately 57% of the total supermarket
square footage has been newly constructed or remodeled in the past 10
years.

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The Company has developed a smaller, low-price supermarket format with
limited service and specialty departments as an alternative to the
large, full service Marsh supermarket. As of March 29, 2003, the Company
operated 34 of its supermarkets utilizing this concept under the trade
name LoBill Foods®. There is an ongoing development program to remodel
selected Marsh supermarkets to the LoBill format. The Company believes
the LoBill format offers an opportunity to maximize its market share by
expanding into smaller communities and inner city metropolitan areas
that can be better served by that format and to appeal to the price
motivated consumer in markets currently served by traditional Marsh
stores. The Company also operates three limited selection, stock-up
grocery stores with an every day low price format operating under the
trade name Savin*$.

In 2001, the Company acquired OMalia Food Markets and operated eight
OMalia stores as of March 29, 2003. OMalia Food Markets are
Indianapolis-based upscale neighborhood stores whose reputation has been
built upon full service meat, specialty food items and the highest level
of customer service. The Company believes this format offers the
opportunity to enhance its market share by strategic placement of
OMalia stores in neighborhoods where consumers appreciate a selection
of non-traditional grocery items and full-service.

The Companys supermarkets range in size from 7,500 to 82,300 square
feet. The average size is approximately 38,000 square feet. The Company
has an ongoing development program of constructing larger Marsh
supermarkets within its market area and remodeling, enlarging and
replacing existing supermarkets. Future development will continue to
focus on a food and drug combination store format of approximately
55,000 to 65,000 square feet, with superstores in excess of 75,000
square feet in select locations. The Company believes a larger store
format enables it to offer a wider variety of products and expanded
service and specialty departments, thereby strengthening its competitive
position. The following summarizes the number of stores by size
categories:

|                 |  |           |     | 
|---------------- |  | --------- | --- | 
|                 |  | Number   
|Square Feet      |  | of Stores
|                 |  |          
|More than 75,000 |  |           | 6   | 
|55,000 - 75,000  |  |           | 15  | 
|45,000 - 54,999  |  |           | 8   | 
|35,000 - 44,999  |  |           | 22  | 
|25,000 - 34,999  |  |           | 49  | 
|Less than 25,000 |  |           | 12  | 
|                 |  |           |     | 
|                 |  |           | 112 | 
|                 |  |           |     | 

The Company advertises through various media, including circulars,
newspapers, radio and television. Printed circulars are used extensively
on a weekly basis to advertise featured items. The focus of the
television campaign primarily promotes a quality and service image
rather than specific products and prices. The Indianapolis television
market covers approximately 80% of the Companys supermarkets. Various
sales enhancement promotional activities designed to encourage repeat
shoppers are conducted as an important part of the Companys
merchandising strategy. The Company utilizes a frequent shopper card
program, Fresh I.D.E.A. Card®. The card provides shoppers electronic
coupons, opportunities to win trips and other prizes, and also functions
as a video rental card. Over one million cards are in circulation.
Further, customers may select a VISA® co-branded credit card option for
their Fresh I.D.E.A. Card and earn rebates on all credit card purchases
regardless of the merchant. The credit card rebates are funded by the
Companys bank partner. In 2000, the Company implemented a Marsh Kids
Club program to emphasize marketing opportunities to families. In 2002,
the Company introduced MyMarshSM, an exclusive program that allows the
Company to optimize promotional dollars by tracking individual customer
spending and delivering incentives and rewards tailored to each customer
with limited or no competitor visibility.

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Convenience Stores

At March 29, 2003, the Company operated 167 convenience stores under the
Village Pantry trade name. These self-service stores offer a broad
selection of grocery, bakery, dairy and delicatessen items, including
fountain drinks, and store-prepared pizza and/or chicken (55), fresh
pastry products (114) and sandwiches (167). Sixty-two of the stores have
sit down eating areas. All of the stores sell money orders and lottery
tickets and 73 stores have ATMs. Additionally, 111 stores offer
petroleum products; approximately 80% of the petroleum stores are
operated under the Marathon brand and the remaining petroleum stores are
unbranded. Twenty-one of the stores operate drive-thru car washes.
Revenues from the convenience stores represented approximately 15% of
the 2003 consolidated sales and other revenues. Carry-out cold beer, a
high-volume item typically found in convenience stores in other states,
may be sold only by package liquor stores and taverns in Indiana;
accordingly, it is not sold in the Companys convenience stores in
Indiana. All but 11 of the Companys convenience stores are open 24
hours a day; the remaining stores close between 10:00 PM and midnight.
All stores are open seven days a week.

The Company has an ongoing program of upgrading and replacing existing
Village Pantry stores with particular emphasis on developing locations
that will yield a high volume of gasoline sales. New stores generally
range from 3,700 to 5,000 square feet, compared to 1,800-2,500 square
feet for older stores. The larger size accommodates the aforementioned
prepared food products. In constructing new stores and remodeling and
expanding existing stores, the Company tailors the format to each
specific market, with heavy emphasis on food service in areas which the
Company believes to be less susceptible to intense competition from
major fast food operators, such as smaller towns and high density
neighborhoods. During fiscal year 2003, the Company re-imaged 102
Village Pantry stores with new exterior signage and painting, interior
décor and fixture layout.

Crystal Food Services

The Companys food service operation does business under the trade name
Crystal Food Services. It offers a range of services including banquet
hall catering, special events catering, concession services, cafeteria
management, vending, office coffee and coffee roasting. The Company
focuses on presenting expertly prepared cuisine in all of its food
service operations. The Company intends to expand the food services
operations through the solicitation of new customers and possible
acquisition of businesses that will complement the existing operations.

The combination of these operations has created a unique range of
services, products and facilities. The Companys banquet hall facilities
include the Murat Shrine Center, Crown Plaza Hotel at Union Station,
Riverwalk Banquet & Lodge, Fountains Banquet and Conference Center, the
Indiana Roof Ballroom, Indiana State Museum, NCAA Headquarters and Primo
North, South and West. The Company is the largest caterer of special
events at the Indianapolis Motor Speedway and the exclusive foodservice
provider of the RCA Tennis Championships. The Company also provides
concession services at the Indianapolis Zoo, Prairie View Golf Club and
Purgatory Golf Club, cafeteria management to 29 major employers, and
vending services, coffee and frozen beverage service to over 2,100
locations throughout the greater Indianapolis area.

Floral Fashions and McNamara

The Companys floral operations conduct business under four trade names.
Floral Fashions provides plants and cut flowers in all 67 of the Marsh
supermarkets and custom designed arrangements in 58 of those stores.
McNamara is a retail florist operating six upscale, traditional
full-service shops in the Indianapolis market and is one of the largest
FTD florists in the U.S. and Canada. McNamara Marketplace operates eight
self-serve shops within the Companys OMalia Food Markets; this brand
has been developed recently and will ideally suit future development into
hospitals, gift shops, bookstores and other select retail locations.
Enflora, Flowers for Business, provides both daily and single event
floral arrangements for corporate clients. McNamara also operates a
57,000 square foot design center that serves the supermarket and food
services divisions, as well as its own operations.

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Supply and Distribution

The Company supplies its supermarkets from four Company-operated
distribution facilities. Dry grocery products are distributed from a
409,000 square foot leased facility in Indianapolis. Frozen foods are
distributed from a newly constructed 119,000 square foot Company owned
facility in Indianapolis that began operations in August 2002. Produce
and meat products are distributed from a 191,000 square foot Company
owned perishable products facility in Yorktown, Indiana. Non-food
products are distributed from 180,000 square feet of a 388,000 square
foot Company owned warehouse in Yorktown. In addition, the Company
leases both a 172,000 square foot warehouse and a 32,000 square foot
warehouse for storage of forward purchases of merchandise and seasonal
items. Additional outside warehouse space is leased as needed to meet
seasonal demand.

The Companys distribution centers are modern and automated. Merchandise
is controlled through an on-line computerized buying and inventory
control system. The Company believes its distribution centers are
adequate for its needs for the foreseeable future without major
additional capital investment. The Company estimates the supermarket
distribution centers currently operate at approximately 75% of aggregate
capacity. Approximately 80% of the delivery trips from distribution
centers to supermarkets are 75 miles or less. The Company also operates
a USDA approved production facility to produce products sold through the
delicatessen departments of its supermarkets and convenience stores, and
to support Crystal Food Services for large catering events and vending
operations.

The Company believes centralized direct buying from major producers and
growers and its purchasing and distribution functions provide it with
advantages compared to purchasing from a third-party wholesaler. Direct
buying, centralized purchasing, and controlled distribution reduce
merchandise cost by allowing the Company to minimize purchases from
wholesalers and distributors and to take advantage of volume buying
opportunities and forward purchases of merchandise. Centralized
purchasing and distribution promote a consistent merchandising strategy
throughout the Companys supermarkets. Rapid inventory turnover at the
warehouse permits the Companys stores to offer consistently fresh,
high-quality products. Through frequent deliveries to the stores, the
Company is able to reduce in-store stockroom space and increase square
footage available for retail selling.

The Companys supermarket transportation function is performed through a
wholly-owned subsidiary. Some products, principally bakery, dairy and
beverage items, and snack foods are delivered directly to the
supermarkets and convenience stores by distributors of national and
regional brands.

Management Information Systems

All of the Companys supermarkets are equipped with electronic scanning
checkout systems to minimize item pricing, provide more efficient and
accurate checkout line operation, and provide product movement data for
merchandising decisions and other purposes. The checkout systems are
integrated with the Companys frequent shopper card program to provide
customer specific data to facilitate individualized marketing programs.
Additionally, the Company upgraded the supermarket front-end systems and
scale equipment, and implemented new inventory/procurement distribution
software in 1999. Point-of-sale electronic funds transfer and credit
card systems are in place in the supermarkets. Through the use of a bank
debit card, a customer can authorize the immediate transfer of funds
from their account to the Company at the point of purchase. Village
Pantry utilizes 100% scanning at the front-end.

The Company utilizes in-store micro-computers in the supermarkets to
automate various tasks, such as electronic messaging, processing the
receiving and billing of vendor direct-store-delivered (DSD)
merchandise, processing of video rentals, processing pharmacy records in
the 41 food and drug combination stores, and time keeping for payroll
processing. The Company employs a wide area network for data
communications between the corporate office, supermarkets, and
warehouses. Future supermarket applications currently under development
include computer-assisted reordering. All convenience stores are
equipped with micro-computers for electronic transmission of accounting
and merchandising data to headquarters, electronic messaging and
processing DSD merchandise receiving and billing.

Since 1998, the Company has broadcast live video communications by
satellite to its supermarkets from the corporate office. The Company
believes this medium has greater appeal to a generation of employees
accustomed to learning from television. In addition, the immediacy of
live broadcasts reduces the barriers of time, distance and consistency
in communicating competitive strategies and other information to retail

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operations. These communications are further enhanced through a toll
free telephone line which permits questions to be asked and answered
during each broadcast. The network is currently used for merchandising,
training and employee benefits communications.

Competition

The retail food industry is highly competitive. Marsh believes
competitive factors include quality perishable products, service, price,
location, product variety, physical layout and design of store interior,
ease of ingress and egress to the store and minimal out-of-stock
conditions. Marsh endeavors to concentrate its efforts on these factors
with special emphasis on maintaining high quality store conditions, high
quality perishable products, expanded service and specialty departments,
and competitive pricing.

The Company believes it is one of the largest supermarket chains
operating in its market area. The Companys supermarkets are subject to
competition from local, regional and national supermarket chains,
independent supermarkets, and other retail formats, such as discount
stores and wholesale clubs. The number of competitors and degree of
competition experienced by the Companys supermarkets vary by store
location. The principal supermarket chain competitors are The Kroger
Co., Meijer, Inc., and Wal-Mart supercenters.

The Company believes Village Pantry is one of the largest convenience
store chains in its market area. Major competitors are petroleum
marketing companies which have converted or expanded gasoline locations
to include convenience food operations. National convenience store
chains do not have a significant presence in the Companys marketing
area. The Company believes the principal competitive factor for
convenience stores is location, and it actively pursues the acquisition
of attractive sites for replacing existing stores and future development
of new stores.

Seasonality

Marshs supermarket sales are subject to some seasonal fluctuation, as
are other retail food chains. Traditionally, higher sales occur during
the third fiscal quarter holiday season, and lower sales occur in the
warm weather months of the second fiscal quarter. Convenience store
sales traditionally peak in the summer months.

Employees

The Company has approximately 14,500 employees. Approximately 8,700
employees are employed on a part-time basis. All employees are
non-union, except approximately 120 fleet drivers and 200 supermarket
distribution facility employees who are unionized under collective
bargaining agreements with terms that extend to April 30, 2005.
The Company considers its employee relations to be very
good.

Regulatory Matters

As a retailer of alcoholic beverages, tobacco products and gasoline, the
Company is subject to federal and state statutes, ordinances and
regulations concerning the storage and sale of these products. The
Company is aware of the existence of petroleum contamination at 27
Village Pantry locations and at one distribution center, all located in
Indiana, and has commenced remediation at each of these sites. The cost
of remediation varies significantly depending on the extent, source and
location of the contamination, geological and hydrological conditions
and other factors. An Indiana excess liability fund has reimbursed the
Company for more than 95% of remediation costs incurred over the past
three years, and it is expected that the fund will continue to reimburse
for future costs.

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Executive Officers of the Registrant

Information required by Item 10 with respect to the Registrants
executive officers is set forth below. Each officer has been elected
for a term to expire in August 2003 or upon election of the officers
successor by the Board of Directors.

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                         |  |     |    |                     |  |                            
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------- |  | --- | -- | ------------------- |  | ---------------------------
|Name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | Position                                |  | Age |    | Family Relationship
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                         |  |     |    |                    
|DON E. MARSH                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | Chairman of the Board                   |  |     | 65 |                     |  | Father of David A. Marsh;  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | and Chief Executive Officer             |  |     |    |                     |  | brother of William L. Marsh
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                         |  |     |    |                     |  |                            
|Mr. Don E. Marsh has held his current position as Chairman of the Board of
Directors and Chief Executive Officer of the Company for more than the past five
years. He has been employed by the Company in various supervisory and executive
capacities since 1961.                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                         |  |     |    |                     |  |                            
|DAVID A. MARSH                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | President;                              |  |     | 40 |                     |  | Son of Don E. Marsh;       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | President and Chief Operating Officer,  |  |     |    |                     |  | nephew of William L. Marsh 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | LoBill Foods Division                   |  |     |    |                     |  |                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                         |  |     |    |                     |  |                            
|Mr. David A. Marsh has held his current position since August 2002. Prior
thereto, he served as President and Chief Operating Officer, Supermarket
Division, since March 2002; Executive Vice President, Supermarket Division, and
President and Chief Operating Officer, LoBill Foods Division, since August 2000;
Senior Vice President, LoBill Foods Division, since 1998, and Vice President,
LoBill Foods Division, since 1996. He has been employed by the Company in
various retail, supervisory and executive capacities since 1979.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                         |  |     |    |                     |  |                            
|P. LAWRENCE BUTT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Senior Vice President, Counsel          |  |     | 61 |                     |  | None                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | and Secretary                           |  |     |    |                     |  |                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                         |  |     |    |                     |  |                            
|Mr. P. Lawrence Butt has held his current position since August 1997. For more
than the five years prior thereto, he served as Vice President, Counsel and
Secretary. In May 1999, he was elected to serve as a director of the Company. He
has been employed by the Company in various executive capacities since 1977.                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                         |  |     |    |                     |  |                            
|DOUGLAS W. DOUGHERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | Senior Vice President, Chief Financial  |  |     | 59 |                     |  | None                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Officer and Treasurer                   |  |     |    |                     |  |                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                         |  |     |    |                     |  |                            
|Mr. Douglas W. Dougherty has held his current position since August 1997. He has
been employed by the Company as Chief Financial Officer since March 1994. Prior
experience includes senior management and financial executive positions at
Dayton Hudson Corp., Hartmarx, Inc. and The May Department Stores Company.                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                         |  |     |    |                     |  |                            
|WILLIAM L. MARSH                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Senior Vice President  Property        |  |     | 59 |                     |  | Brother of Don E. Marsh;   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Management                              |  |     |    |                     |  | uncle of David A. Marsh    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                         |  |     |    |                     |  |                            
|Mr. William L. Marsh has held his current position since August 1997. For more
than five years prior thereto, he served as Vice President-General Manager,
Property Management. In May 1991, he was elected to serve as a director of the
Company. He has been employed by the Company in various supervisory and
executive capacities since 1974.                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                         |  |     |    |                     |  |                            
|JACK J. BAYT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | President and Chief Operating           |  |     | 46 |                     |  | None                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Officer, Crystal Food Services Division |  |     |    |                     |  |                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                         |  |     |    |                     |  |                            
|Mr. Jack J. Bayt has held his current position since January 1995. For more than
five years prior thereto, he was President and Chief Executive Officer of
Crystal Catering of Indiana, Inc.                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                         |  |     |    |                     |  |                            
|MARK A. VARNER                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | Vice President  Corporate Controller   |  |     | 53 |                     |  | None                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                         |  |     |    |                     |  |                            
|Mr. Mark A. Varner has held his current position since August 1999. For more
than five years prior thereto, he served as Corporate Controller. He has been
employed by the Company in various accounting positions since 1971.                                                                                                                                                                                                                                                                                                              

7



---



##### Table of Contents






Item 2. Properties

The following table summarizes the per unit and aggregate size of the
retail facilities operated by Marsh, together with an indication of the
age of the total square footage operated.

|                   |  |                  |           |         |  |           |        |            |  |               |    |   |  |  |    |   |  |  |    |  
|------------------ |  | ---------------- | --------- | ------- |  | --------- | ------ | ---------- |  | ------------- | -- | - |  |  | -- | - |  |  | -- | -
|                   |  |                  |           |         |  | Per Store |        |            |  |               |    |   |  |  |    |   |  | 
|                   |  | Footage Operated |           | Average |  | 0-5 Years |        | 6-10 Years |  | Over 10 Years
|                   |  |                  |           |         |  |           |        |            |  |              
|Supermarkets       |  |                  | 4,311,000 |         |  |           | 38,000 |            |  |               | 33 | % |  |  | 24 | % |  |  | 43 | %
|Convenience Stores |  |                  | 498,000   |         |  |           | 2,900  |            |  |               | 70 | % |  |  | 1  | % |  |  | 29 | %
|                   |  |                  |           |         |  |           |        |            |  |               |    |   |  |  |    |   |  |  |    |  
|                   |  |                  | 4,809,000 |         |  |           |        |            |  |               |    |   |  |  |    |   |  |  |    |  
|                   |  |                  |           |         |  |           |        |            |  |               |    |   |  |  |    |   |  |  |    |  

Owned and leased retail facilities are summarized as follows:

|        |                               |  |              |    |        |  |             |    |  |  |   |   | 
|------- | ----------------------------- |  | ------------ | -- | ------ |  | ----------- | -- |  |  | - | - | 
|        |                               |  |              |    |        |  | Convenience |    |  |  |  
|        |                               |  | Supermarkets |    | Stores |  | Other      
|        |                               |  |              |    |        |  |            
|Owned   |                               |  | 32           |    |        |  | 64          |    |  |  |  |  
|Leased: |                               |  |              |    |        |  |             |    |  |  |   |  
|        | Fixed rentals only            |  |              | 44 |        |  |             | 91 |  |  |   | 7 | 
|        | Fixed plus contingent rentals |  |              | 36 |        |  |             | 12 |  |  |   |  | 
|        |                               |  |              |    |        |  |             |    |  |  |   |  
|        |                               |  | 80           |    |        |  | 103         |    |  |  | 7 |  
|        |                               |  |              |    |        |  |             |    |  |  |   |  
|        |                               |  | 112          |    |        |  | 167         |    |  |  | 7 |  
|        |                               |  |              |    |        |  |             |    |  |  |   |  

All leases, except for eight supermarkets and 38 Village Pantry stores,
have one to four renewal options for periods of two to five years each.
The majority of leases provide for payment of property taxes,
maintenance and insurance by the Company. In addition, the Company is
obligated under leases for 10 closed stores, of which two were subleased
at March 29, 2003.

The non-perishable grocery products warehouse in Indianapolis is leased
for a term expiring in 2007 with options available through 2020. The
facility, constructed in 1969, is located on a 44 acre site and has a
total of 409,000 square feet, of which 382,000 is utilized for grocery
warehousing operations. The remainder consists of office space and
storage.

An owned 191,000 square foot refrigerated perishable products handling
facility in Yorktown, Indiana, serves as the distribution center for
meat, produce and delicatessen items. The facility was completed in 1981
and was expanded and updated in 1997.

An owned 119,000 square foot frozen food products handling facility in
Indianapolis was newly constructed and began operations in August 2002.

Marsh owns an additional 388,000 square foot facility in Yorktown,
Indiana. Approximately 180,000 square feet of this facility is used as a
distribution center for non-food products, approximately 21,000 square
feet is used by the retail maintenance department, and an additional
55,000 square feet of warehouse space is leased to third parties. The
portion of this facility formerly utilized for the Companys corporate
offices is currently vacant.

The Company leases a 172,000 square foot warehouse in Indianapolis for
storage of forward purchases of merchandise and seasonal items as well
as housing the Companys product reclamation center.

The Company leases a 32,000 square foot warehouse in Muncie, Indiana for
storage of forward purchases of merchandise and seasonal items.

The 160,000 square foot corporate headquarters in Indianapolis is owned
by the Company. This facility was completed and occupied in May 1991.

8



---



##### Table of Contents






Item 3. Legal Proceedings

There are no pending legal proceedings to which Marsh is a party which
are material to its business, financial condition or results of
operations or which would otherwise be required to be disclosed under
this item.




Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of the security holders during the
fourth quarter of 2003.




PART II




Item 5. Market for Registrants Common Equity and Related Stockholder Matters

Information on Common Stock and Shareholder Matters on pages 36, 37 and
38 of the 2003 Annual Report to Shareholders for the year ended March
29, 2003, is incorporated herein by reference.




Item 6. Selected Financial Data

Selected Financial Data on page 20 of the 2003 Annual Report to
Shareholders is incorporated herein by reference.




Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations

Managements Discussion and Analysis of Financial Condition and Results
of Operations for the year ended March 29, 2003, on pages 22 through 25
of the 2003 Annual Report to Shareholders is incorporated herein by
reference.




Item 7a. Quantitative and Qualitative Disclosures About Market Risk

The Company, as a policy, does not engage in speculative or derivative
transactions, nor does it hold or issue financial instruments for
trading purposes. The Company is exposed to changes in interest rates
primarily as a result of its borrowing activities. Based on interest
rates at March 29, 2003, a 100 basis point change in interest rates
would not have had a material impact on the Company.




Item 8. Financial Statements and Supplementary Data

The consolidated financial statements and notes thereto and the report
of the independent auditors on pages 26 to 38 of the 2003 Annual Report
to Shareholders are incorporated herein by reference.

Selected Quarterly Financial Data on page 21 of the 2003 Annual Report
to Shareholders is incorporated herein by reference.




Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

9



---



##### Table of Contents






PART III

In accordance with Instruction G(3), except as indicated in the
following sentence, certain information called for by Items 10, 11, 12
and 13 is incorporated by reference from those parts of Registrants
definitive Proxy Statement captioned Election of Directors,
Compensation of Executive Officers, Security Ownership of Management
and Certain Beneficial Owners, Section 16(a) Beneficial Ownership
Reporting Compliance and Certain Relationships and Related
Transactions, respectively, pursuant to Regulation 14A, to be filed
with the Commission not later than 120 days after March 29, 2003, the
end of the fiscal year covered by this report. As permitted by
Instruction G(3), the information on executive officers called for by
Item 10 is included in Part I of this Annual Report on Form 10-K under
the caption Executive Officers of the Registrant.




Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters:

The following table provides information concerning the Companys equity
incentive plans as of March 29, 2003.

EQUITY COMPENSATION PLAN INFORMATION

|              |                                                        |            |           |                     |           |                      |       |                    |       |                     |         |                      |         |    
|------------- | ------------------------------------------------------ | ---------- | --------- | ------------------- | --------- | -------------------- | ----- | ------------------ | ----- | ------------------- | ------- | -------------------- | ------- | ---
|              |                                                        |            |           |                     |           |                      |       |                    |       |                     |         | Number of securities
|              |                                                        |            |           | Number of           |           |                      |       |                    |       | remaining available
|              |                                                        |            |           | securities to be    |           |                      |       |                    |       | for future issuance
|              |                                                        |            |           | issued upon         |           |                      |       |                    |       | under equity       
|              |                                                        |            |           | exercise of         |           | Weighted-average     |       | compensation plans
|              |                                                        |            |           | outstanding         |           | exercise price of    |       | (excluding shares 
|              |                                                        |            |           | options, warrants   |           | outstanding options, |       | reflected in first
|Plan Category |                                                        | and rights |           | warrants and rights |           | column)             
|              |                                                        |            |           |                     |           |                     
|              | Equity compensation plans
approved by shareholders     |            |           |                     |           |                      |       |                    |       |                     |         |                      |        
|              |                                                        | Class A    |           |                     | 1,358,171 |                      |       | $                  | 14.13 |                     |         |                      | 225,126 | (1)
|              |                                                        | Class B    |           |                     | 551,490   |                      |       | $                  | 9.91  |                     |         |                      | 225,126 | (1)
|              | Equity compensation plans not
approved by shareholders |            |           | 0                   |           |                      | $     | 0                  |       |                     |         | 0                    |        
|              |                                                        |            |           |                     |           |                      |       |                    |       |                     |         |                     
|Total         |                                                        |            | 1,909,661 |                     |           | $                    | 12.91 |                    |       |                     | 225,126 |                     
|              |                                                        |            |           |                     |           |                      |       |                    |       |                     |         |                      |         |    



---

|(1) |  | Plans authorize the grant of options to purchase either class of common stock.
|--- |  | ------------------------------------------------------------------------------




Item 14. Controls and Procedures

The Company maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that the Company
files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in
the rules and forms of the Securities and Exchange Commission. Based
upon their evaluation of those controls and procedures performed within
90 days of the filing date of this report, the Chief Executive Officer
and Chief Financial Officer of the Company concluded that the Companys
disclosure controls and procedures are effective. There have been no
significant changes in the Companys internal controls or in other
factors that could significantly affect these controls subsequent to the
date of their evaluation.

10



---



##### Table of Contents






PART IV




Item 16. Exhibits, Financial Statement Schedules, and Reports on Form 8-K



|(a) | (1) |  | The following consolidated financial statements of Marsh
Supermarkets, Inc. and subsidiaries, included in the 2003 Annual Report
to Shareholders for the year ended March 29, 2003, are incorporated by
reference in Item 8:
|--- | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Consolidated Balance Sheets as of March 29, 2003 and March 30,
2002.                                                      
| |  |  | --------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Consolidated Statements of Income for each of the three years in the
period ended March 29, 2003.                         
|
| |  |  | Consolidated Statements of Changes in Shareholders Equity for
each of the three years in the period ended March 29, 2003.
|
| |  |  | Consolidated Statements of Cash Flows for each of the three years
in the period ended
March 29, 2003.                     
|
| |  |  | Notes to Consolidated Financial Statements.                                                                               
|
| |  |  | Report of Independent Auditors.                                                                                           



| | (2) |  | Note: All schedules for which provision is made in the
applicable accounting regulation of the Securities and
Exchange Commission are not required under the related
instructions, or are inapplicable, and therefore have been
omitted.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (3) |  | The following exhibits are included in Item 16(c):                                                                                                                                                                                      



|Exhibit 3 | (a) |  | Restated Articles of Incorporation, as amended as of May
15, 1991  Incorporated by reference to Form 10-K for the year ended
March 30, 1991.                                                                                                                                                             
|--------- | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         
|          | (b) |  | By-Laws as amended as of November 26, 1997  Incorporated by
reference to Form 10-Q for the quarter ended January 3, 1998.                                                                                                                                                                                
|         
|Exhibit 4 | (a) |  | Articles V, VI and VII of the Companys Restated Articles
of Incorporation, as amended as of May 15, 1991  Incorporated by
reference to Form 10-K for the year ended March 30, 1991.                                                                                                                     
|         
|          | (b) |  | Articles I and IV of the Companys By-Laws, as amended as of
November 26, 1997  Incorporated by reference to Form 10-Q for the
quarter ended January 3, 1998.                                                                                                                                            
|         
|          | (c) |  | Agreement of the Company to furnish a copy of any agreement
relating to certain long- term debt and leases to the Securities and
Exchange Commission upon its request  Incorporated by reference to Form
10-K for the year ended March 27, 1987.                                                         
|         
|          | (d) |  | Amended and Restated Rights Agreement, dated as of
December 24, 1998, between Marsh Supermarkets, Inc. and
National City Bank  Incorporated by reference to Form 8-K,
dated December 21, 1998.                                                                                                           
|         
|          | (e) |  | Indenture, dated August 5, 1997, between Marsh Supermarkets,
Inc. and certain of its subsidiaries and State Street Bank and Trust
Company, as trustee, for $150,000,000 8-7/8% Senior Subordinated Notes,
due 2007  Incorporated by reference to Registration Statement on Form
S-4 (File No. 333-34855).
|         
|          | (f) |  | First Supplemental Indenture between Marsh Supermarkets, Inc.
and certain of its subsidiaries and State Street Bank and Trust Company,
as trustee, dated December 31, 1997  Incorporated by reference to Form
10-K for the year ended March 28, 1998.                                                    
|         
|          | (g) |  | Second Supplemental Indenture between Marsh
Supermarkets, Inc. and certain of its subsidiaries and State
Street Bank and Trust Company, as trustee, dated January 28,
2000  Incorporated by reference to Form 10-K for the year
ended April 1, 2000.                                                     
|         
|          | (h) |  | Third Supplemental Indenture between Marsh Supermarkets,
Inc. and certain of its subsidiaries and State Street Bank and Trust
Company, as trustee, dated June 22, 2000  Incorporated by reference
to From 10-K for the year ended April 1, 2000.                                                         

11



---



##### Table of Contents





|           | (i) |  | Credit Agreement between Marsh Supermarkets, Inc. and
certain of its subsidiaries and The Provident Bank, as Agent
and Arranger, dated June 23, 2000  Incorporated by reference
to Form 10-K for the year ended April 1, 2000.                                                       
|---------- | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          
|           | (j) |  | Fourth Supplemental Indenture between Marsh
Supermarkets, Inc. and certain of its subsidiaries and State
Street Bank and Trust Company, as trustee, dated October 15,
2001  Incorporated by reference to Registration Statement on
Form S-8 (File No. 333-82908).                    
|          
|           | (k) |  | Amended and Restated Credit Agreement between Marsh
Supermarkets, Inc. and certain of its subsidiaries and The
Provident Bank, as Agent and Arranger, dated February 19,
2002  Incorporated by reference to Form 10-Q for the quarter
ended January 5, 2002.                         
|          
|           | (l) |  | First Amendment to Amended and Restated Credit
Agreement between Marsh Supermarkets, Inc. and certain of its
subsidiaries and The Provident Bank, as Agent and Arranger,
dated as of December 27, 2002  Incorporated by reference to
Form 10-Q for the quarter ended
January 4, 2003.
|          
|           | (m) |  | Second Amended and Restated Credit Agreement between
Marsh Supermarkets, Inc. and certain of its subsidiaries and
the Provident Bank, as Agent and Arranger, dated as of March
21, 2003.*                                                                                             
|          
|           | (n) |  | First Amendment to Second Amended and Restated Credit
Agreement between Marsh Supermarkets, Inc. and certain of its
subsidiaries and The Provident Bank, as Agent and Arranger,
dated as of May 23, 2003.*                                                                            
|          
|Exhibit 10 | (a) |  | Lease agreements relating to warehouse located at 333
South Franklin Road, Indianapolis, Indiana  Incorporated by reference to
Registration Statement on Form
S-2 (File No. 33-17730).                                                                                               
|          
|           |     |  | Management Contracts and Compensatory Plans:                                                                                                                                                                                                                                          
|          
|           | (b) |  | Supplemental Retirement Plan of Marsh Supermarkets, Inc. and
Subsidiaries  Incorporated by reference to Registration Statement on
Form S-2 (File No. 33-17730).                                                                                                                      
|          
|           | (c) |  | Indemnification Agreements  Incorporated by reference to Form 10-Q
for quarter ended January 6, 1990.                                                                                                                                                                                
|          
|           | (d) |  | Marsh Supermarkets, Inc. 1991 Employee Stock Incentive Plan -
Incorporated by reference to Proxy Statement, dated March 22, 1991, for a
Special Meeting of Shareholders held May 1, 1991.                                                                                             
|          
|           | (e) |  | Marsh Supermarkets, Inc. Executive Supplemental Long-Term
Disability Plan  Incorporated by reference to Form 10-K for the year
ended March 30, 1991.                                                                                                                                 
|          
|           | (f) |  | Marsh Supermarkets, Inc. 1992 Stock Option Plan for Outside
Directors  Incorporated by reference to Proxy Statement, dated June 25,
1992, for the Annual Meeting of Shareholders held August 4, 1992.                                                                                
|          
|           | (g) |  | Amendment to Marsh Supermarkets, Inc. 1991 Employee Stock Incentive
Plan  Incorporated by reference to Proxy Statement, dated June 22, 1995, for
Annual Meeting of Shareholders held
August 1, 1995.                                                                                 
|          
|           | (h) |  | Severance Benefits Agreements, dated as of January 1, 1996 -
Incorporated by reference to Form 10-K for the year ended March 29, 1997.                                                                                                                                                
|          
|           | (i) |  | Form of Split Dollar Insurance Agreement for the benefit of
Don E. Marsh  Incorporated by reference to Form 10-K for the year
ended March 29, 1997.                                                                                                                                  
|          
|           | (j) |  | Form of Restricted Stock Agreement, dated as of September 15,
1997  Incorporated by reference to Form 10-Q for the quarter ended
October 11, 1997.                                                                                                                                   
|          
|           | (k) |  | Marsh Supermarkets, Inc. Outside Directors Stock Plan, as
adopted November 26, 1997  Incorporated by reference to Form 10-Q for
the quarter ended January 3, 1998.                                                                                                                  
|          
|           | (l) |  | Marsh Supermarkets, Inc. 1998 Stock Incentive Plan,
effective as of June 1, 1998  Incorporated by reference to
Proxy Statement , dated June 25, 1998, for the Annual Meeting
of Shareholders held August 4, 1998.                                                                    
|          
|           | (m) |  | Executive Stock Purchase Plan of Mash Supermarkets, Inc.,
effective as of September 1, 1998  Incorporated by reference to Proxy
Statement, dated June 25, 1998, for the Annual Meeting of Shareholders
held August 4, 1998.                                                          
|          
|           | (n) |  | Marsh Deferred Compensation Plan  Incorporated by reference to
Form S-8, dated
September 25, 1998 (File No. 333-64343).                                                                                                                                                              

12



---



##### Table of Contents





| | (o)  |  | 1999 Outside Directors Stock Option Plan, effective as of June
1, 1999  Incorporated by reference to Proxy Statement, dated June 27,
1999, for Annual Meeting of Shareholders held August 3, 1999.     
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (p)  |  | Form of Employment Agreement, dated as of August 3,
1999  Incorporated by reference to Form 10-Q for the quarter
ended October 9, 1999.                                                                 
|
| | (q)  |  | 1999 Senior Executive Supplemental Retirement Plan,
dated as of August 3, 1999  Incorporated by reference to
Form 10-Q for the quarter ended October 9, 1999.                                           
|
| | (r)  |  | Forms of Guarantee related to Executive Stock
Purchase Plan of Marsh Supermarkets, Inc.  Incorporated by
reference to Form 10-K for the year ended April 1, 2000.                                       
|
| | (s)  |  | First Amendment to 1999 Senior Executive Supplemental
Retirement Plan, dated February 13, 2003-Incorporated by
reference to Form 10-Q for the quarter ended January 4, 2003.                             
|
| | (t)  |  | Employment Agreement between Marsh Supermarkets, LLC
and Frank J. Bryja, dated as of September 15, 2002 -
Incorporated by reference to Form 10-Q for the quarter ended
January 4, 2003.                  
|
| | (u)  |  | Employment Agreement between Marsh Supermarkets, Inc.
and Don E. Marsh, dated as of August 3, 1999. *                                                                                                    
|
| | (v)  |  | Employment Agreement between Marsh Supermarkets, Inc.
and David A. Marsh, dated as of August 9, 2002.*                                                                                                   
|
| | (w)  |  | Employment Agreement between Marsh Supermarkets, Inc.
and William L. Marsh, dated as of August 3, 1999.*                                                                                                 
|
| | (x)  |  | Employment Agreement between Marsh Supermarkets, Inc.
and P. Lawrence Butt, dated as of August 3, 1999.*                                                                                                 
|
| | (z)  |  | Employment Agreement, as amended, between Marsh
Supermarkets, Inc, and Douglas W. Dougherty, dated as of
August 3, 1999.*                                                                                
|
| | (aa) |  | Employment Agreement between Crystal Food Services,
LLC and Jack J. Bayt, dated as of Marsh 30, 2003.*                                                                                                   
|
| | (ab) |  | Split-Dollar Insurance Agreement between Marsh
Supermarkets, Inc. and Douglas W. Dougherty, dated as of May
6, 1998.*                                                                                    
|
| | (ac) |  | Split-Dollar Insurance Agreement between Marsh
Supermarkets, Inc. and P. Lawrence Butt, dated as of October
22, 1997                                                                                     
|
| | (ad) |  | Split Dollar Agreement between Marsh Supermarkets,
Inc. and American National Trust and Investment Company,
Trustee of the Don E. Marsh 1983 Irrevocable Trust for
Children, dated as of January 1, 1997*
|
| | (ae) |  | Split-Dollar Insurance Agreement between Marsh
Supermarkets, Inc. and Don E. Marsh, Trustee, u/a David A. Marsh,
Irrevocable Trust dated as of January
16, 2002.*                                        
|
| | (af) |  | Amended and Restated Supplemental Retirement Plan,
dated as of January 1, 1997.*                                                                                                                         
|
| | (ag) |  | First Amendment to Amended and
Restated Supplemental Retirement
Plan, dated as of December 31, 1998.*                                                                                                    
|
| | (ah) |  | Amended and Restated Marsh Equity Ownership Plan,
dated as of January 1, 1989.*                                                                                                                          
|
| | (ai) |  | First Amendment to Amended and Restated Marsh Equity
Ownership Plan, dated as of December 7, 2001.*                                                                                                      
|
| | (aj) |  | Second Amendment to Amended and Restated Marsh Equity
Ownership Plan, dated as of December 31, 2002.*                                                                                                    

|             |  |   |  |                                                                                                                         
|------------ |  | - |  | ------------------------------------------------------------------------------------------------------------------------
|Exhibit 13   |  | - |  | 2003 Annual Report to Shareholders (only portions
specifically incorporated by reference are included herein).*         
|             |  |   |  |                                                                                                                         
|Exhibit 21   |  | - |  | Subsidiaries of the Registrant.*                                                                                        
|             |  |   |  |                                                                                                                         
|Exhibit 23   |  | - |  | Consent of Independent Auditors.*                                                                                       
|             |  |   |  |                                                                                                                         
|Exhibit 99.1 |  |   |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|             |  |   |  |                                                                                                                         
|Exhibit 99.2 |  |   |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

13



---



##### Table of Contents





|(b) |  | Reports on Form 8-K:
|--- |  | --------------------



| |  |  | There were no reports on Form 8-K filed by the Registrant with
respect to the fourth quarter of its fiscal year ended March 29, 2003.
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------



|(c) |  | Exhibits:
|--- |  | ---------



| |  |  | See Exhibit Index
| |  |  | -----------------



---

|* |  | Being filed herewith
|- |  | --------------------

14



---



##### Table of Contents



Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

|              |  |                          |  |                                      
|------------- |  | ------------------------ |  | -------------------------------------
|              |  | MARSH SUPERMARKETS, INC.
|              |  |                          |  |                                      
|June 27, 2003 |  | By:                      |  | /s/ Don E. Marsh                     
|              |  |                          |  |                                      
|              |  |                          |  | Don E. Marsh,
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.

|              |  |                                                                                   
|------------- |  | ----------------------------------------------------------------------------------
|June 27, 2003 |  | /s/ Don E. Marsh                                                                  
|              |  |                                                                                   
|              |  | Don E. Marsh, Chairman of the Board
and Chief Executive Officer and Director      
|              |  |                                                                                   
|June 27, 2003 |  | /s/ Douglas W. Dougherty                                                          
|              |  |                                                                                   
|              |  | Douglas W. Dougherty, Senior Vice President,
Chief Financial Officer and Treasurer
|              |  |                                                                                   
|June 27, 2003 |  | /s/ Mark A. Varner                                                                
|              |  |                                                                                   
|              |  | Mark A. Varner, Vice President  
Corporate Controller                            
|              |  |                                                                                   
|June 27, 2003 |  | /s/ William L. Marsh                                                              
|              |  |                                                                                   
|              |  | William L. Marsh, Senior Vice President-
Property Management, and Director        
|              |  |                                                                                   
|June 27, 2003 |  | /s/ J. Michael Blakley                                                            
|              |  |                                                                                   
|              |  | J. Michael Blakley, Director                                                      
|              |  |                                                                                   
|June 27, 2003 |  | /s/ P. Lawrence Butt                                                              
|              |  |                                                                                   
|              |  | P. Lawrence Butt, Senior Vice President,
Counsel and Secretary, and Director      
|              |  |                                                                                   
|June 27, 2003 |  | /s/ Charles R. Clark                                                              
|              |  |                                                                                   
|              |  | Charles R. Clark, Director                                                        
|              |  |                                                                                   
|June 27, 2003 |  | /s/ John J. Heidt                                                                 
|              |  |                                                                                   
|              |  | John J. Heidt, Director                                                           
|              |  |                                                                                   
|June 27, 2003 |  | /s/ Stephen M. Huse                                                               
|              |  |                                                                                   
|              |  | Stephen M. Huse, Director                                                         
|              |  |                                                                                   
|June 27, 2003 |  | /s/ Catherine A. Langham                                                          
|              |  |                                                                                   
|              |  | Catherine A. Langham, Director                                                    
|              |  |                                                                                   
|June 27, 2003 |  | /s/ James K. Risk                                                                 
|              |  |                                                                                   
|              |  | James K. Risk, III, Director                                                      
|              |  |                                                                                   
|June 27, 2003 |  | /s/ K. Clay Smith                                                                 
|              |  |                                                                                   
|              |  | K. Clay Smith, Director                                                           

15



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##### Table of Contents



CERTIFICATIONS

I, Don E. Marsh, certify that:

1.     I have reviewed this annual report on Form 10-K of Marsh Supermarkets, Inc.;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: June 27, 2003

/s/ Don E. MarshDon E. Marsh
Chief Executive Officer

16



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##### Table of Contents



I, Douglas W. Dougherty, certify that:

1.     I have reviewed this annual report on Form 10-K of Marsh Supermarkets, Inc.;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: June 27, 2003

/s/ Douglas W. DoughertyDouglas W. Dougherty
Chief Financial Officer

17



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##### Table of Contents






|              |  |         
|------------- |  | --------
|Exhibit Index |  | Page No.
|              |  |         



|Exhibit 3  | (a) |  | Restated Articles of Incorporation, as amended as of May 15, 1991  Incorporated by                                                                                                                                                                                                                       
|---------- | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          
|           |     |  | reference to Form 10-K for the year ended March 30, 1991.                                                                                                                                                                                                                                                 
|          
|           | (b) |  | By-Laws, as amended as of November 26, 1997  Incorporated by
reference to Form 10-Q for the quarter ended January 3, 1998.                                                                                                                                                                               
|          
|           |     |  | Exhibit 4 (a) Articles V, VI and VII of the Companys Restated Articles of Incorporation, as amended                                                                                                                                                                                                      
|          
|           |     |  | as of May 15, 1991  Incorporated by reference to Form 10-K for the year ended
March 30, 1991.                                                                                                                                                                                                            
|          
|           | (b) |  | Articles I and IV of the Companys By-Laws, as amended as of
November 26, 1997  Incorporated by reference to Form 10-Q for the quarter
ended January 3, 1998.                                                                                                                                            
|          
|           | (c) |  | Agreement of the Company to furnish a copy of any agreement
relating to certain long- term debt and leases to the Securities and
Exchange Commission upon its request  Incorporated by reference to Form
10-K for the year ended March 27, 1987.                                                         
|          
|           | (d) |  | Amended and Restated Rights Agreement, dated as of
August 1, 1989, between Marsh Supermarkets, Inc. and National
City Bank, dated as of December 24, 1998  Incorporated by
reference to Form 8-K, dated December 21, 1998.                                                                               
|          
|           | (e) |  | Indenture, dated August 5, 1997, between Marsh Supermarkets,
Inc. and certain of its subsidiaries and State Street Bank and Trust
Company, as trustee, for $150,000,000 8-7/8% Senior Subordinated Notes,
due 2007  Incorporated by reference to Registration Statement on Form
S-4 (File No. 333-34855).
|          
|           | (f) |  | First Supplemental Indenture between Marsh Supermarkets, Inc. and
certain of its subsidiaries and State Street Bank and Trust Company, as
trustee, dated December 31, 1997  Incorporated by reference to Form 10-K
for the year ended March 28, 1998.                                                    
|          
|           | (g) |  | Second Supplemental Indenture between Marsh
Supermarkets, Inc. and certain of its subsidiaries and State
Street Bank and Trust Company, as trustee, dated January 28,
2000.  Incorporated by reference to Form 10-K for the year
ended April 1, 2000.                                                    
|          
|           | (h) |  | Third Supplemental Indenture between Marsh
Supermarkets, Inc. and certain of its subsidiaries and State
Street Bank and Trust Company, as trustee, dated June 22,
2000.  Incorporated by reference to Form 10-K for the year
ended April 1, 2000.                                                        
|          
|           | (i) |  | Credit Agreement between Marsh Supermarkets, Inc. and certain of
its subsidiaries and The Provident Bank, as Agent and Arranger, dated June
23, 2000  Incorporated by reference to Form 10-K for the year ended April
1, 2000.                                                                           
|          
|           | (j) |  | Fourth Supplemental Indenture between Marsh
Supermarkets, Inc. and certain of its subsidiaries and State
Street Bank and Trust Company, as trustee, dated October 15,
2001  Incorporated by reference to Registration Statement on
Form S-8 (File No. 333-82908)                                         
|          
|           | (k) |  | Amended and Restated Credit Agreement between Marsh
Supermarkets, Inc. and certain of its subsidiaries and The
Provident Bank, as Agent and Arranger, dated February 19,
2002  Incorporated by reference to Form 10-Q for the quarter
ended January 5, 2002.                                             
|          
|           | (l) |  | First Amendment to Amended and Restated Credit
Agreement between Marsh Supermarkets, Inc. and certain of its
subsidiaries and The Provident Bank, as Agent and Arranger,
dated as of December 27, 2002 Incorporated by reference to
Form 10-Q for the quarter ended
January 4, 2003.                     
|          
|           | (m) |  | Second Amended and Restated Credit Agreement between
Marsh Supermarkets, Inc. and certain of its subsidiaries and
the Provident Bank, as Agent and Arranger, dated as of March
21, 2003.*                                                                                                                 
|          
|           | (n) |  | First Amendment to Second Amended and Restated Credit
Agreement between Marsh Supermarkets, Inc. and certain of its
subsidiaries and The Provident Bank, as Agent and Arranger,
dated as of May 23, 2003. *                                                                                               
|          
|Exhibit 10 | (a) |  | Lease agreements relating to warehouse located at 333 South
Franklin Road, Indianapolis, Indiana  Incorporated by reference to
Registration Statement on Form S-2 (File No. 33-17730).                                                                                                                   

18



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##### Table of Contents





| |     |  | Management Contracts and Compensatory Plans:                                                                                                                                                                                
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Supplemental Retirement Plan of Marsh Supermarkets, Inc. and
Subsidiaries  Incorporated by reference to Registration Statement on Form
S-2 (File No. 33-17730).                                                            
|
| | (c) |  | Indemnification Agreements  Incorporated by reference to Form
10-Q for the quarter
ended January 6, 1990.                                                                                                                  
|
| | (d) |  | Marsh Supermarkets, Inc. 1991 Employee Stock Incentive Plan -
Incorporated by reference to Proxy Statement, dated March 22, 1991, for a
Special Meeting of Shareholders held May 1, 1991.                                   
|
| | (e) |  | Marsh Supermarkets, Inc. Executive Supplemental Long-Term
Disability Plan  Incorporated by reference to Form 10-K for the year ended
March 30, 1991.                                                                       
|
| | (f) |  | Marsh Supermarkets, Inc. 1992 Stock Option Plan for Outside
Directors  Incorporated by reference to Proxy Statement, dated June 25,
1992, for the Annual Meeting of Shareholders held August 4, 1992.                      
|
| | (g) |  | Amendment to Marsh Supermarkets, Inc. 1991 Employee
Stock Incentive Plan  Incorporated by reference to Proxy
Statement, dated June 22, 1995, for Annual Meeting of
Shareholders held
August 1, 1995.                       
|
| | (h) |  | Severance Benefits Agreements, dated as of January 1, 1996. -
Incorporated by reference to Form 10-K for the year ended March 29, 1997.                                                                                     
|
| | (i) |  | Form of Split Dollar Insurance Agreement for the benefit of Don
E. Marsh  Incorporated by reference to Form 10-K for the year ended
March 29, 1997.                                                                        
|
| | (j) |  | Form of Restricted Stock Agreement, dated as of September 15,
1997  Incorporated by reference to Form 10-Q for the quarter ended
October 11, 1997.                                                                         
|
| | (k) |  | Marsh Supermarkets, Inc. Outside Directors Stock Plan, as
adopted November 26, 1997  Incorporated by reference to Form 10-Q for
the quarter ended January 3, 1998.                                                        
|
| | (l) |  | Marsh Supermarkets, Inc. 1998 Stock Incentive Plan,
effective as of June 1, 1998  Incorporated by reference to
Proxy Statement , dated June 25, 1998, for the Annual Meeting
of Shareholders held August 4, 1998.          
|
| | (m) |  | Executive Stock Purchase Plan of Mash Supermarkets, Inc.,
effective as of September 1, 1998  Incorporated by reference to Proxy
Statement, dated June 25, 1998, for the Annual Meeting of Shareholders
held August 4, 1998.
|
| | (n) |  | Marsh Deferred Compensation Plan  Incorporated by reference to
Form S-8, dated
September 25, 1998 (File No. 333-64343).                                                                                                    
|
| | (o) |  | 1999 Outside Directors Stock Option Plan, dated as
of June 1, 1999  Incorporated by reference to Proxy
Statement, dated June 27, 1999, for Annual Meeting of
Shareholders held
August 3, 1999.                            
|
| | (p) |  | Form of Employment Agreement, dated as of August 3,
1999 Incorporated by reference to Form 10-Q for the quarter
ended October 9, 1999.                                                                                     
|
| | (q) |  | 1999 Senior Executive Supplemental Retirement Plan,
dated as of August 3, 1999  Incorporated by reference to
Form 10-Q for the quarter ended October 9, 1999.                                                              
|
| | (r) |  | Forms of Guarantee related to Executive Stock
Purchase Plan of Marsh Supermarkets, Inc.  Incorporated by
reference to Form 10-K for the year ended April 1, 2000.                                                          
|
| | (s) |  | First Amendment to 1999 Senior Executive Supplemental
Retirement Plan, dated February 13, 2003-Incorporated by
reference to Form 10-Q for the quarter ended January 4, 2003.                                                
|
| | (t) |  | Employment Agreement between Marsh Supermarkets, LLC
and Frank J. Bryja, dated as of September 15, 2002
-Incorporated by reference to Form 10-Q for the quarter ended
January 4, 2003.                                      
|
| | (u) |  | Employment Agreement between Marsh Supermarkets, Inc.
and Don E. Marsh, dated as of August 3, 1999. *                                                                                                                       
|
| | (v) |  | Employment Agreement between Marsh Supermarkets, Inc.
and David A. Marsh, dated as of August 9, 2002.*                                                                                                                      
|
| | (w) |  | Employment Agreement between Marsh Supermarkets, Inc.
and William L. Marsh, dated as of August 3, 1999.*                                                                                                                    
|
| | (x) |  | Employment Agreement between Marsh Supermarkets, Inc.
and P. Lawrence Butt, dated as of August 3, 1999.*                                                                                                                    
|
| | (z) |  | Employment Agreement, as amended, between Marsh
Supermarkets, Inc, and Douglas W. Dougherty, dated as of
August 3, 1999.*                                                                                                   

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##### Table of Contents





| | (aa) |  | Employment Agreement between Crystal Food Services,
LLC and Jack J. Bayt, dated as of Marsh 30, 2003.*                                                                                                    
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ab) |  | Split-Dollar Insurance Agreement between Marsh
Supermarkets, Inc. and Douglas W. Dougherty, dated as of May
6, 1998.*                                                                                     
|
| | (ac) |  | Split-Dollar Insurance Agreement between Marsh
Supermarkets, Inc. and P. Lawrence Butt, dated as of October
22, 1997.*                                                                                    
|
| | (ad) |  | Split Dollar Agreement between Marsh Supermarkets,
Inc. and American National Trust and Investment Company,
Trustee of the Don E. Marsh 1983 Irrevocable Trust for
Children, dated as of January 1, 1997.*
|
| | (ae) |  | Split-Dollar Insurance Agreement between Marsh
Supermarkets, Inc. and Don E. Marsh, Trustee u/a David A.
Marsh Irrevocable Trust dated January 16, 2002,
dated as of January 17, 2002.*                   
|
| | (af) |  | Amended and Restated Supplemental Retirement Plan,
dated as of January 1, 1997.*                                                                                                                          
|
| | (ag) |  | First Amendment to Amended and
Restated Supplemental Retirement
Plan, dated as of December 31, 1998.*                                                                                                     
|
| | (ah) |  | Amended and Restated Marsh Equity Ownership Plan,
dated as of January 1, 1989.*                                                                                                                           
|
| | (ai) |  | First Amendment to Amended and Restated Marsh Equity
Ownership Plan, dated as of December 7, 2001.*                                                                                                       
|
| | (aj) |  | Second Amendment to Amended and Restated Marsh Equity
Ownership Plan, dated as of December 31, 2002.*                                                                                                     

|             |  |   |  |                                                                                                                          
|------------ |  | - |  | -------------------------------------------------------------------------------------------------------------------------
|Exhibit 13   |  | - |  | 2003 Annual Report to Shareholders (only portions
specifically incorporated by reference are
included herein).*          
|             |  |   |  |                                                                                                                          
|Exhibit 21   |  | - |  | Subsidiaries of the Registrant.*                                                                                         
|             |  |   |  |                                                                                                                          
|Exhibit 23   |  | - |  | Consent of Independent Auditors.*                                                                                        
|             |  |   |  |                                                                                                                          
|Exhibit 99.1 |  |   |  | Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. *
|             |  |   |  |                                                                                                                          
|Exhibit 99.2 |  |   |  | Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.* 



---

|* |  | Being filed herewith
|- |  | --------------------

20



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##### Table of Contents



EXHIBIT 13

(Portions of 2003 Annual Report to Shareholders incorporated by reference,
including report of Independent Auditors)

21