##### 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 30, 2002

Commission File Number: 0-1532

MARSH SUPERMARKETS, INC.

(Exact name of registrant as specified in its charter)


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

|                                         |  |           
|---------------------------------------- |  | ----------
|9800 CROSSPOINT BOULEVARD               
|INDIANAPOLIS, INDIANA                    |  | 46256-3350
|(Address of principal executive offices) |  | (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
7% Convertible Subordinated Debentures, due 2003
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:

Aggregate market value of Class A Common Stock and Class B Common Stock
held by non-affiliates of the Registrant as of May 31, 2002: $25,082,077 and
$34,460,786, respectively. This calculation assumes all shares of Common Stock
beneficially held by 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 May 31, 2002, there were 3,852,808 shares of Class A Common Stock and
4,126,605 shares of Class B Common Stock outstanding.

Portions of the 2002 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 6, 2002, are incorporated by reference into Part III.





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TABLE OF CONTENTS



|                                |  |  |  |  |  |  |  | 
|------------------------------- |  |  |  |  |  |  |  | 
|PART I                         
|PART II                        
|PART III                       
|PART IV                        
|Signatures                     
|Exhibit Index                  
|Annual Report to Shareholders  
|Subsidiaries of the Registrant 
|Consent of Independent Auditors



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##### Table of Contents






PART I

Item 1. Business

General

At March 30 2002, Marsh Supermarkets, Inc. (the Company or Marsh®)
operated 109 supermarkets and 191 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, concession and
business cafeteria management services, and a floral division, which operates
five 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 30, 2002, the Company operated 96 supermarkets in central Indiana and
13 in western Ohio. The 44 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 83% of the 2002 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, 60 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 84
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 (107 stores), hot prepared foods (72), bakeries (107), prime cut
service meat (62), fresh seafood (62), sushi shops (21), floral shops (65),
imported cheese shops (70), wines and beer (99), salad bars (38), video rental
(52), fuel kiosks (2), shoe repair (6) and dry cleaning (2). Thirty-nine of the
Companys supermarkets include pharmacies in food and drug combination stores.
In addition, banks or savings institutions operate branch facilities in 28 of
the Companys stores, and 53 stores offer automated teller machines (ATM).

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
delicatessens, bakeries, prepared foods and produce. Approximately 61% 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 30, 2002, the Company operated 33 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 area 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 two 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 six OMalia
stores as of March 30, 2002. OMalia Food Markets are Indianapolis-based upscale
neighborhood stores whose reputation has been built upon 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 39,000 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  |  |           | 23  | 
|25,000 - 34,999  |  |           | 46  | 
|Less than 25,000 |  |           | 11  | 
|                 |  |           |     | 
|                 |  |           | 109 | 
|                 |  |           |     | 

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 is to promote
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, including free
grocery and other programs 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 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.

Convenience Stores

At March 30, 2002, the Company operated 191 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 (58), chicken (53), fresh pastry products (122) and
sandwiches (171). Seventy-three of the stores have sit down eating areas. All of
the stores sell money orders and lottery tickets and 81 stores have ATMs.
Additionally, 103 stores offer petroleum products. More than 90% percent of the
petroleum stores are branded by major fuel suppliers, including Marathon, Shell,
and Amoco. Twenty-one of the stores operate drive-thru car washes. Revenues from
the convenience stores represented approximately 14% of the 2002 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

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in the Companys convenience stores in Indiana. All but 17 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 remodeling, 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.

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 and beverage distribution. The Company focuses on presenting expertly
prepared cuisine in all of its food service operations. The Company began its
food service operations in 1993 and expanded it in January 1995 with the
acquisition of Crystal Catering. In May 1995, the Company expanded again with
the acquisition of Martz and Associates Food Services. Vending operations were
expanded in 1999 with the acquisitions of Capitol Vending and Crown Vending. 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 13 major employers, and vending
services, coffee and frozen beverage service to over 300 clients throughout the
greater Indianapolis area.

Supply and Distribution

The Company supplies its supermarkets from three Company-operated distribution
facilities. Dry grocery and frozen food products are distributed from a 409,000
square foot leased facility in Indianapolis. 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 a 172,000 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. In February 2002,
the Company began construction of a 119,000 square foot frozen food facility
that is expected to be operating in August 2002.

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 capacity. Approximately 80% of the delivery trips from
distribution centers to supermarkets are 75 miles or less. The Company also
operates a commissary and a central kitchen 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.

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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.

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.

The Companys supermarket transportation function is performed through a
subsidiary which leases most of its tractor/trailer fleet under long term, full
service leases with Ruan Transportation Management Systems (Ruan), an
unaffiliated transportation management and equipment leasing company. This
service is provided under a seven year contract, dated September 18, 1987, which
is automatically renewed for successive one year terms unless canceled by Ruan
or the Company at least 60 days prior to the anniversary date, subject to early
cancellation in stages under certain conditions. Under the arrangement, Ruan
employs the drivers, dispatchers and maintenance personnel who perform the
Companys distribution function.

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 39 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 and an electronic shelf tag program. 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.

In 1998, the Company began broadcasting 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 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.

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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 location, with the Indianapolis metropolitan market generally being
subject to more price competition than the smaller markets. 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 quarter
holiday season, and lower sales occur in the warm weather months of the second
quarter. Convenience store sales traditionally peak in the summer months.

Employees

The Company has approximately 14,900 employees. Approximately 9,000 employees
are employed on a part-time basis. All employees are non-union, except
approximately 200 supermarket distribution facility employees who are unionized
under two collective bargaining agreements with terms that extend to May 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 30 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 2002 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, President
and Chief Executive Officer |  |     | 64 |                     |  | Son of Garnet R. Marsh,
brother of William L. Marsh

Mr. Don E. Marsh has held his current position as Chairman of the Board of
Directors, President 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.



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|                 |  |                                              |  |  |    |  |  |     
|---------------- |  | -------------------------------------------- |  |  | -- |  |  | ----
|P. LAWRENCE BUTT |  | Senior Vice President, Counsel
and Secretary |  |  | 60 |  |  | None

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.



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|                     |  |                                                              |  |  |    |  |  |     
|-------------------- |  | ------------------------------------------------------------ |  |  | -- |  |  | ----
|DOUGLAS W. DOUGHERTY |  | Senior Vice President, Chief Financial
Officer and Treasurer |  |  | 58 |  |  | None

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.



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|               |  |                                                                                                                           |  |  |    |  |  |                                                                             
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------- |  |  | -- |  |  | ----------------------------------------------------------------------------
|DAVID A. MARSH |  | President and Chief Operating Officer,
Supermarket Division,
President and Chief Operating Officer,
LoBill Foods Division |  |  | 39 |  |  | Son of Don E. Marsh,
grandson of Garnet R. Marsh,
nephew of William L. Marsh

Mr. David A. Marsh has held his current position since March 2002. Prior
thereto, he served as 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.



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|                 |  |                                             |  |  |    |  |  |                                                
|---------------- |  | ------------------------------------------- |  |  | -- |  |  | -----------------------------------------------
|WILLIAM L. MARSH |  | Senior Vice President  Property
Management |  |  | 58 |  |  | Son of Garnet R. Marsh,
brother of Don E. 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.



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|                |  |                                                                |  |  |    |  |  |     
|--------------- |  | -------------------------------------------------------------- |  |  | -- |  |  | ----
|DENNIS R. CROOK |  | President and Chief Operating
Officer, Village Pantry Division |  |  | 59 |  |  | None

Mr. Denis R. Crook has held his current position since October 2001. For more
than five years prior thereto, he served in senior management positions with The
Pantry, Inc. Prior experience includes senior management positions at Purity
Supermarkets, Rickel Home Centers, Pathmark Supermarkets and Supermarkets Oil
Company.



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|             |  |                                                                       |  |  |    |  |  |     
|------------ |  | --------------------------------------------------------------------- |  |  | -- |  |  | ----
|JACK J. BAYT |  | President and Chief Operating
Officer, Crystal Food Services Division |  |  | 45 |  |  | None

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.



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|               |  |                                       |  |  |    |  |  |     
|-------------- |  | ------------------------------------- |  |  | -- |  |  | ----
|MARK A. VARNER |  | Vice President  Corporate Controller |  |  | 52 |  |  | 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.

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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 |  | 0-6 Years |        | 6-12 Years |  | Over 12 Years
|                   |  |                  |           |         |  |           |        |            |  |              
|Supermarkets       |  |                  | 4,246,000 |         |  |           | 39,000 |            |  |               | 39 | % |  |  | 29 | % |  |  | 32 | %
|Convenience Stores |  |                  | 552,000   |         |  |           | 2,900  |            |  |               | 22 | % |  |  | 24 | % |  |  | 54 | %
|                   |  |                  |           |         |  |           |        |            |  |               |    |   |  |  |    |   |  |  |    |  
|                   |  |                  | 4,798,000 |         |  |           |        |            |  |               |    |   |  |  |    |   |  |  |    |  
|                   |  |                  |           |         |  |           |        |            |  |               |    |   |  |  |    |   |  |  |    |  

Owned and leased retail facilities are summarized as follows:

|        |                               |  |              |    |        |  |             |    |  |   |  
|------- | ----------------------------- |  | ------------ | -- | ------ |  | ----------- | -- |  | - | -
|        |                               |  |              |    |        |  | Convenience |    | 
|        |                               |  | Supermarkets |    | Stores |  | Other      
|        |                               |  |              |    |        |  |            
|Owned   |                               |  | 36           |    |        |  | 108         |    |  | 
|Leased: |                               |  |              |    |        |  |             |    |  |  
|        | Fixed rentals only            |  |              | 44 |        |  |             | 64 |  |   | 6
|        | Fixed plus contingent rentals |  |              | 29 |        |  |             | 19 |  |   | 
|        |                               |  |              |    |        |  |             |    |  |  
|        |                               |  | 73           |    |        |  | 83          |    |  | 6
|        |                               |  |              |    |        |  |             |    |  |  
|        |                               |  | 109          |    |        |  | 191         |    |  | 6
|        |                               |  |              |    |        |  |             |    |  |  

All leases, except for five supermarkets and 21 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 six closed
stores, of which one was subleased at March 30, 2002.

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 fiscal 1997.

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

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 2002.

9



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##### Table of Contents






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 2002 Annual Report to Shareholders for the year ended March 30, 2002, is
incorporated herein by reference.

Item 6. Selected Financial Data

Selected Financial Data on page 20 of the 2002 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 30, 2002, on pages 22 through 25 of the 2002
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 30, 2002, 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 2002 Annual Report to Shareholders
are incorporated herein by reference.

Selected Quarterly Financial Data on page 21 of the 2002 Annual Report to
Shareholders is incorporated herein by reference.

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

None.




PART III

In accordance with Instruction G(3), except as indicated in the following
sentence, the 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 30, 2002, 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.

10



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##### Table of Contents






PART IV

Item 14. 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 2002 Annual Report to
Shareholders for the year ended March 30, 2002, are incorporated by reference in
Item 8:



| | Consolidated Balance Sheets as of March 30, 2002 and March 31, 2001.
| | --------------------------------------------------------------------



| | Consolidated Statements of
Income for each of the three years in the period ended March 30, 2002.
| | -------------------------------------------------------------------------------------------------



| | Consolidated Statements of Changes in Shareholders Equity for
each of the three years in the period ended March 30, 2002.
| | --------------------------------------------------------------------------------------------------------------------------



| | Consolidated Statements of Cash Flows for each of the three
years in the period ended March 30, 2002.
| | -----------------------------------------------------------------------------------------------------



| | 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 14(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 as of February 15, 1993, between Marsh
Supermarkets, Inc. and Society National Bank, as trustee, including form of
Indenture, for $17,500,000 7% Convertible Subordinated Debentures, due 2003 
Incorporated by reference to Registration Statement on Form S-2 (File No.
33-56738).    
|          |  | (f) |  |  |  | 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).
|          |  | (g) |  |  |  | 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.                                                    
|          |  | (h) |  |  |  | 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.                                                     

11



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##### Table of Contents



|           |  |     |  |   |  |                                                                                                                                                                                                                                                                   
|---------- |  | --- |  | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           |  | (i) |  |  |  | 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.                 
|           |  | (j) |  |  |  | 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.                                   
|           |  | (k) |  |  |  | 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).
|           |  | (l) |  |  |  | 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.     
|          
|Exhibit 10 |  | (a) |  |  |  | Agreements between Ruan Leasing Company and Marsh Supermarkets, Inc., dated
September 18, 1987  Incorporated by reference to Registration Statement on Form
S-2 (File No. 33-17730).                                                                             
|           |  | (b) |  |  |  | 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:                                                                                                                                                                                                                      
|          
|           |  | (c) |  |  |  | Supplemental Retirement Plan of Marsh Supermarkets, Inc. and Subsidiaries -
Incorporated by reference to Registration Statement on Form S-2
(File No. 33-17730).                                                                                                  
|           |  | (d) |  |  |  | Indemnification Agreements  Incorporated by reference to Form
10-Q for quarter ended January 6, 1990.                                                                                                                                                            
|           |  | (e) |  |  |  | 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.                                                                         
|           |  | (f) |  |  |  | Marsh Supermarkets, Inc. Executive Supplemental Long-Term Disability Plan -
Incorporated by reference to Form 10-K for the year ended March 30, 1991.                                                                                                             
|           |  | (g) |  |  |  | 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.                                                            
|           |  | (h) |  |  |  | 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.                                                             
|           |  | (i) |  |  |  | Severance Benefits Agreements, dated as of January 1, 1996 -
Incorporated by reference to Form 10-K for the year ended March 29, 1997.                                                                                                                            
|           |  | (j) |  |  |  | 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.                                                                                                              
|           |  | (k) |  |  |  | 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.                                                                                                               
|           |  | (l) |  |  |  | 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.                                                                                              
|           |  | (m) |  |  |  | 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.                                                
|           |  | (n) |  |  |  | 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.                                      
|           |  | (o) |  |  |  | Marsh Deferred Compensation Plan  Incorporated by reference to Form S-8, dated
September 25, 1998 (File No. 333-64343).                                                                                                                                          
|           |  | (p) |  |  |  | 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.                                                              
|           |  | (q) |  |  |  | Form of Employment Agreement, dated as of August 3, 1999 -
Incorporated by reference to Form 10-Q for the quarter ended
October 9, 1999.                                                                                                                          

12



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|           |  |     |  |   |  |                                                                                                                                                                   
|---------- |  | --- |  | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           |  | (r) |  |  |  | 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.    
|           |  | (s) |  |  |  | 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.
|Exhibit 13 |  |     |  |  |  | 2002 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.                                                                                                                                  
|           |  | (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 30, 2002.                          
|           |  | (c) |  |   |  | Exhibits:                                                                                                                                                         
|           |  |     |  |   |  | See Exhibit Index                                                                                                                                                 

13



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##### 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, 2002 |  | By:                      |  | /s/ Don E. MarshDon E. Marsh, President and
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, 2002 |  | /s/ Don E. MarshDon E. Marsh, Chairman of the Board, President
and Chief Executive Officer and Director   
|             
|June 27, 2002 |  | /s/ Douglas W. DoughertyDouglas W. Dougherty, Senior Vice President,
Chief Financial Officer and Treasurer
|             
|June 27, 2002 |  | /s/ Mark A. VarnerMark A. Varner, Vice President -
Corporate Controller                                   
|             
|June 27, 2002 |  | /s/ William L. MarshWilliam L. Marsh, Senior Vice President-Property
Management, and Director             
|             
|June 27, 2002 |  | /s/ Garnet R. MarshGarnet R. Marsh, Director                                                              
|             
|June 27, 2002 |  | /s/ J. Michael BlakleyJ. Michael Blakley, Director                                                        
|             
|June 27, 2002 |  | /s/ P. Lawrence ButtP. Lawrence Butt, Senior Vice President,
Counsel and Secretary, and Director          
|             
|June 27, 2002 |  | /s/ Charles R. ClarkCharles R. Clark, Director                                                            
|             
|June 27, 2002 |  | /s/ Stephen M. HuseStephen M. Huse, Director                                                              
|             
|June 27, 2002 |  | /s/ Catherine A. LanghamCatherine A. Langham, Director                                                    
|             
|June 27, 2002 |  | /s/ James K. RiskJames K. Risk, III, Director                                                             
|             
|June 27, 2002 |  | /s/ K. Clay SmithK. Clay Smith, Director                                                                  

14



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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 as of February 15, 1993, between Marsh Supermarkets, Inc. and Society
National Bank, as trustee, including form of Indenture for $17,500,000 7%
Convertible Subordinated Debentures, due 2003  Incorporated by reference to
Registration Statement on Form S-2 (File No. 33-56738).     
|           |  | (f) |  |  |  | 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).
|           |  | (g) |  |  |  | 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.                                                    
|           |  | (h) |  |  |  | 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.                                                     
|           |  | (i) |  |  |  | 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.                                                         
|           |  | (j) |  |  |  | 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.                                                                           
|           |  | (k) |  |  |  | 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).                                        
|           |  | (l) |  |  |  | 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.                                             
|          
|Exhibit 10 |  | (a) |  |  |  | Agreements between Ruan Leasing Company and Marsh Supermarkets, Inc., dated
September 18, 1987  Incorporated by reference to Registration Statement on Form
S-2 (File No. 33-17730).                                                                                                                     
|           |  | (b) |  |  |  | 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:                                                                                                                                                                                                                                                              
|          
|           |  | (c) |  |  |  | Supplemental Retirement Plan of Marsh Supermarkets, Inc. and Subsidiaries -
Incorporated by reference to Registration Statement on Form S-2
(File No. 33-17730).                                                                                                                                          
|           |  | (d) |  |  |  | Indemnification Agreements  Incorporated by reference to
Form 10-Q for the quarter ended January 6, 1990.                                                                                                                                                                                                

15



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|           |  |     |  |   |  |                                                                                                                                                                                                                              
|---------- |  | --- |  | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           |  | (e) |  |  |  | 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.                                    
|           |  | (f) |  |  |  | Marsh Supermarkets, Inc. Executive Supplemental Long-Term Disability Plan -
Incorporated by reference to Form 10-K for the year ended March 30, 1991.                                                                        
|           |  | (g) |  |  |  | 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.                       
|           |  | (h) |  |  |  | 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.                        
|           |  | (i) |  |  |  | Severance
Benefits Agreements, dated as of January 1, 1996. 
Incorporated by reference to Form 10-K for the year ended March 29, 1997.                                                                                      
|           |  | (j) |  |  |  | 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.                                                                         
|           |  | (k) |  |  |  | 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.                                                                          
|           |  | (l) |  |  |  | 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.                                                         
|           |  | (m) |  |  |  | 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.           
|           |  | (n) |  |  |  | Executive Stock
Purchase Plan of Marsh 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.
|           |  | (o) |  |  |  | Marsh Deferred Compensation Plan  Incorporated by reference to Form S-8, dated
September 25, 1998 (File No. 333-64343).                                                                                                     
|           |  | (p) |  |  |  | 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.                             
|           |  | (q) |  |  |  | Form of Employment Agreement, dated as of August 3, 1999  Incorporated by
reference to Form 10-Q for the quarter ended October 9, 1999.                                                                                     
|           |  | (r) |  |  |  | 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.                                                               
|           |  | (s) |  |  |  | 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.                                                           
|Exhibit 13 |  |     |  |  |  | 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.                                                                                                                                                                                             

16