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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-K/A

(Amendment No. 1)


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:

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

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.





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INTRODUCTORY NOTE

Form 10-K/A for the fiscal year ended March 29, 2003

Subsequent to the date of filing of the original Form 10-K for the year ended
March 29, 2003, the Company reconsidered its methodology of recognizing
slotting allowances and similar consideration received from vendors in
accordance with EITF 02-16.

This Amendment No. 1 on Form 10-K/A is being filed to restate certain amounts
(see Note 2, Recent Accounting Pronouncements, and Managements Discussion and
Analysis of Financial Condition and Results of Operations) and to revise
certain related disclosure in the Companys Consolidated Financial Statements
for the fiscal year ended March 29, 2003.

Except as set forth herein, this Amendment No.1 does not reflect any events
occurring after the date of filing of the original Form 10-K for the year ended
March 29, 2003, or otherwise modify or update any of the information contained
therein.





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TABLE OF CONTENTS



|                                   |                                                                                               |  |  |  |  |  |  | 
|---------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART II                           
|                                   | 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 IV                           
|                                   | Item 16. Exhibits, Financial Statement Schedules, and Reports on Form 8-K                    
|Signatures                        
|Exhibit Index                     
|EX-23 CONSENT OF ERNST & YOUNG LLP
|EX-31.1 CERTIFICATION OF THE CEO  
|EX-31.2 CERTFICATION OF THE CFO   
|EX-32.1 CERTIFICATION OF THE CEO  
|EX-32.2 CERTIFICATION OF THE CFO  



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TABLE OF CONTENTS

|              |          |                                                                    |                                                                                       |  |    |    |      |  | 
|------------- | -------- | ------------------------------------------------------------------ | ------------------------------------------------------------------------------------- |  | -- | -- | ---- |  | 
|              |          |                                                                    |                                                                                       |  |    |    | Page
|              |          |                                                                    |                                                                                       |  |    |    |     
|Part II       |          |                                                                    |                                                                                       |  |    |    |      | 
|              | Item 6.  |                                                                    | Selected Financial Data                                                               |  |    | 2  |     
|              | Item 7.  |                                                                    | Managements Discussion and Analysis of Financial Condition and Results of Operations |  |    | 6  |     
|              | Item 7a. |                                                                    | Quantitative and Qualitative Disclosures About Market Risk                            |  |    | 10 |     
|              | Item 8.  |                                                                    | Financial Statements and Supplementary Data                                           |  |    | 10 |     
|              | Item 9.  |                                                                    | Changes in  and Disagreements with Accountants on Accounting and Financial Disclosure |  |    | 36 |     
|Part IV       |          |                                                                    |                                                                                       |  |    |    |      | 
|              | Item 16. |                                                                    | Exhibits, Financial Statements Schedules, and Reports on Form 8-K                     |  |    | 37 |     
|Signatures    |          |                                                                    |                                                                                       |  |    |    | 41   | 
|Exhibit Index |          |                                                                    |                                                                                       |  |    |    | 42   | 
|Exhibit 23    |          | Consent of Independent Auditors                                    |                                                                                       |  | 45 |   
|Exhibit 31.1  |          | Rule 13(a)-14(a)/15(d)-14(a)
Certification of Don E. Marsh         |                                                                                       |  | 46 |   
|Exhibit 31.2  |          | Rule 13(a)-14(a)/15(d)-14(a)
Certification of Douglas W. Dougherty |                                                                                       |  | 47 |   
|Exhibit 32.1  |          | Section 1350 Certification of Don
E. Marsh                         |                                                                                       |  | 48 |   
|Exhibit 32.2  |          | Section 1350 Certification of
Douglas W. Dougherty                 |                                                                                       |  | 49 |   

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PART II

Item 6. Selected Financial Data

FINANCIAL HIGHLIGHTS
(in thousands, except per share amounts)

|                                                      |                              |   |           |     |      |   |           |     |   |   |           |     |  
|----------------------------------------------------- | ---------------------------- | - | --------- | --- | ---- | - | --------- | --- | - | - | --------- | --- | -
|                                                      |                              |   | Restated* |     |      |   |           |     |   |   |          
|                                                      |                              |   | 2003      |     | 2002 |   | 2001     
|                                                      |                              |   |           |     |      |   |          
|Total revenues                                        |                              | $ | 1,655,735 |     |      | $ | 1,642,599 |     |   | $ | 1,545,903 |    
|Income from continuing operations                     |                              |   | 406       |     |      |   | 11,541    |     |   |   | 10,646    |    
|Diluted earnings per share from continuing operations |                              | $ | .05       |     |      | $ | 1.31      |     |   | $ | 1.20      |    
|Dividends per share                                   |                              |   | .46       |     |      |   | .44       |     |   |   | .44       |    
|Total assets                                          |                              | $ | 549,322   |     |      | $ | 583,230   |     |   | $ | 577,814   |    
|Long-term liabilities                                 |                              |   | 227,157   |     |      |   | 263,756   |     |   |   | 262,485   |    
|Shareholders equity                                  |                              |   | 127,809   |     |      |   | 140,797   |     |   |   | 138,276   |    
|Book value per share                                  |                              | $ | 16.08     |     |      | $ | 17.66     |     |   | $ | 16.96     |    
|Number of shares outstanding at year end              |                              |   | 7,947     |     |      |   | 7,972     |     |   |   | 8,155     |    
|Income from continuing operations as a percentage of: |                              |   |           |     |      |   |           |     |   |   |           |    
|                                                      | Sales and other revenues     |   |           | n/m |      |   |           | .7  | % |   |           | .7  | %
|                                                      | Average shareholders equity |   |           | .3  | %    |   |           | 8.3 | % |   |           | 7.9 | %
|Stores open at year-end:                              |                              |   |           |     |      |   |           |     |   |   |           |    
|                                                      | Supermarkets                 |   |           | 112 |      |   |           | 109 |   |   |           | 101 |  
|                                                      | Convenience stores           |   |           | 167 |      |   |           | 191 |   |   |           | 187 |  

*     Certain amounts have been restated in conjunction with the Companys
reconsideration of the application of EITF 02-16.
See Note 2.

n/m = not meaningful

Marsh(R) Supermarkets, Inc. was founded in 1931 with one store in Muncie,
Indiana. In 1953, the Company went public with 16 stores. Today, it is a
leading regional food retailer headquartered in Indianapolis, Indiana. The
Company operates 67 Marsh(R) Supermarkets, 34 LoBill Foods(R), 8 OMalia Food
Markets(R), 167 Village Pantry(R) convenience stores, and 3 Savin*$ stores, all
in Indiana and Ohio, Crystal Food Services(TM), a specialist in catering,
office coffee, coffee roasting, business cafeteria management, vending and
concessions, Primo Banquet Catering and Conference Centers, Floral Fashions,
and McNamara Florist and Enflora(R) Flowers for Business.

The 14,500 Marsh employees serve two million customers each week.

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SELECTED FINANCIAL DATA
(in thousands, except per share amounts)

|                                                      |                                     |          |           |          |       |          |           |       |          |          |           |       |  |   |           |       |  |   |           |       | 
|----------------------------------------------------- | ----------------------------------- | -------- | --------- | -------- | ----- | -------- | --------- | ----- | -------- | -------- | --------- | ----- |  | - | --------- | ----- |  | - | --------- | ----- | 
|                                                      |                                     |          | Restated* |          |       |          |           |       |          |          |           |       |  |   |           |       |  |   |          
|                                                      |                                     |          | March     |          | March |          | March     |       | April 1, |          | March    
|As of and for the year ended                          |                                     | 29, 2003 |           | 30, 2002 |       | 31, 2001 |           | 2000  |          | 27, 1999
|                                                      |                                     |          |           |          |       |          |           |       |          |         
|Total revenues                                        |                                     | $        | 1,655,735 |          |       | $        | 1,642,599 |       |          | $        | 1,545,903 |       |  | $ | 1,423,736 |       |  | $ | 1,288,996 |      
|Income from continuing operations before
income taxes |                                     |          | 1,544     |          |       |          | 17,613    |       |          |          | 15,795    |       |  |   | 15,480    |       |  |   | 11,616    |      
|Income from continuing operations                     |                                     |          | 406       |          |       | $        | 11,541    |       |          | $        | 10,646    |       |  |   | 10,459    |       |  |   | 8,427     |      
|Discontinued operation:                               |                                     |          |           |          |       |          |           |       |          |          |           |       |  |   |           |       |  |   |           |      
|                                                      | Income (loss), net of tax           |          |           |         |       |          |           | (859  | )        |          |           | 1,290 |  |   |           | 1,807 |  |   |           | 3,154 | 
|                                                      | Gain (loss) on disposal, net of tax |          |           | (354     | )     |          |           | 2,726 |          |          |           |      |  |   |           |      |  |   |           |      | 
|                                                      |                                     |          |           |          |       |          |           |       |          |          |           |       |  |   |           |       |  |   |           |      
|Net Income                                            |                                     | $        | 52        |          |       | $        | 13,408    |       |          | $        | 11,936    |       |  | $ | 12,266    |       |  | $ | 11,581    |      
|                                                      |                                     |          |           |          |       |          |           |       |          |          |           |       |  |   |           |       |  |   |           |      
|Basic Earnings per common share:                      |                                     |          |           |          |       |          |           |       |          |          |           |       |  |   |           |       |  |   |           |      
|                                                      | Continuing operations               |          | $         | .05      |       |          | $         | 1.45  |          |          | $         | 1.30  |  |   | $         | 1.25  |  |   | $         | 1.02  | 
|                                                      | Discontinued operation              |          |           |         |       |          |           | (.11  | )        |          |           | .16   |  |   |           | .22   |  |   |           | .38   | 
|                                                      | Disposal of discontinued operation  |          |           | (.04     | )     |          |           | .34   |          |          |           |      |  |   |           |      |  |   |           |      | 
|                                                      |                                     |          |           |          |       |          |           |       |          |          |           |       |  |   |           |       |  |   |           |      
|                                                      | Net income                          |          | $         | .01      |       |          | $         | 1.68  |          |          | $         | 1.46  |  |   | $         | 1.47  |  |   | $         | 1.40  | 
|                                                      |                                     |          |           |          |       |          |           |       |          |          |           |       |  |   |           |       |  |   |           |      
|Diluted earnings per common share:                    |                                     |          |           |          |       |          |           |       |          |          |           |       |  |   |           |       |  |   |           |      
|                                                      | Continuing operations               |          | $         | .05      |       |          | $         | 1.31  |          |          | $         | 1.20  |  |   | $         | 1.16  |  |   | $         | .96   | 
|                                                      | Discontinued operation              |          |           |         |       |          |           | (.09  | )        |          |           | .13   |  |   |           | .18   |  |   |           | .32   | 
|                                                      | Disposal of discontinued operation  |          |           | (.04     | )     |          |           | .29   |          |          |           |      |  |   |           |      |  |   |           |      | 
|                                                      |                                     |          |           |          |       |          |           |       |          |          |           |       |  |   |           |       |  |   |           |      
|                                                      | Net Income                          |          | $         | .01      |       |          | $         | 1.51  |          |          | $         | 1.33  |  |   | $         | 1.34  |  |   | $         | 1.28  | 
|Dividends declared per share                          |                                     | $        | .46       |          |       | $        | .44       |       |          | $        | .44       |       |  | $ | .44       |       |  | $ | .44       |      
|Total assets                                          |                                     | $        | 549,322   |          |       | $        | 583,230   |       |          | $        | 577,814   |       |  | $ | 567,005   |       |  | $ | 509,683   |      
|Long-term liabilities                                 |                                     |          | 227,157   |          |       |          | 263,756   |       |          |          | 262,485   |       |  |   | 232,990   |       |  |   | 241,720   |      
|Total shareholders equity                            |                                     |          | 127,809   |          |       |          | 140,797   |       |          |          | 138,276   |       |  |   | 132,912   |       |  |   | 124,480   |      

*     Certain amounts have been restated in conjunction with the Companys
reconsideration of the application of EITF 02-16. See Note 2.

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SELECTED QUARTERLY FINANCIAL DATA (unaudited) (in thousands, except per share amounts)

|                                                      |                                           |   |         |      |           |   |         |    |        |   |         |     |        |   |         |      |        |   |         |      |   |   |         |      |   |   |         |        |   |   |         |     |  |  | 
|----------------------------------------------------- | ----------------------------------------- | - | ------- | ---- | --------- | - | ------- | -- | ------ | - | ------- | --- | ------ | - | ------- | ---- | ------ | - | ------- | ---- | - | - | ------- | ---- | - | - | ------- | ------ | - | - | ------- | --- |  |  | 
|                                                      |                                           |   |         |      | 2003      |   | 2002   
|                                                      |                                           |   |         |      |           |   |        
|                                                      |                                           |   |         |      | Restated* |   |         |    |        |   |         |     |        |   |         |      |        |   |         |      |   |   |         |      |   |   |         |        |   |   |         |     | 
|                                                      |                                           |   |         |      | Fourth    |   | Third   |    | Second |   | First   |     | Fourth |   | Third   |      | Second |   | First  
|                                                      |                                           |   |         |      |           |   |         |    |        |   |         |     |        |   |         |      |        |   |        
|Sales and other revenues                              |                                           | $ | 369,012 |      |           | $ | 382,305 |    |        | $ | 512,722 |     |        | $ | 383,495 |      |        | $ | 370,044 |      |   | $ | 385,064 |      |   | $ | 506,795 |        |   | $ | 374,799 |    
|Gains from sales of property                          |                                           |   | 4,249   |      |           |   | 406     |    |        |   | 1,875   |     |        |   | 1,671   |      |        |   | 3,239   |      |   |   | 771     |      |   |   | 1,435   |        |   |   | 452     |    
|                                                      |                                           |   |         |      |           |   |         |    |        |   |         |     |        |   |         |      |        |   |         |      |   |   |         |      |   |   |         |        |   |   |         |    
|Total revenues                                        |                                           |   | 373,261 |      |           |   | 382,711 |    |        |   | 514,597 |     |        |   | 385,166 |      |        |   | 373,283 |      |   |   | 385,835 |      |   |   | 508,230 |        |   |   | 375,251 |    
|                                                      |                                           |   |         |      |           |   |         |    |        |   |         |     |        |   |         |      |        |   |         |      |   |   |         |      |   |   |         |        |   |   |         |    
|Gross profit                                          |                                           |   | 105,232 |      |           |   | 113,833 |    |        |   | 154,578 |     |        |   | 118,935 |      |        |   | 117,915 |      |   |   | 118,086 |      |   |   | 150,131 |        |   |   | 112,584 |    
|Selling, general and administrative                   |                                           |   | 102,241 |      |           |   | 101,586 |    |        |   | 138,739 |     |        |   | 102,914 |      |        |   | 103,367 |      |   |   | 101,587 |      |   |   | 133,488 |        |   |   | 97,255  |    
|Depreciation                                          |                                           |   | 5,714   |      |           |   | 5,633   |    |        |   | 7,527   |     |        |   | 5,590   |      |        |   | 5,407   |      |   |   | 5,779   |      |   |   | 6,941   |        |   |   | 4,756   |    
|                                                      |                                           |   |         |      |           |   |         |    |        |   |         |     |        |   |         |      |        |   |         |      |   |   |         |      |   |   |         |        |   |   |         |    
|Operating income                                      |                                           |   | (2,723  | )    |           |   | 6,614   |    |        |   | 8,312   |     |        |   | 10,431  |      |        |   | 9,141   |      |   |   | 10,720  |      |   |   | 9,702   |        |   |   | 10,573  |    
|Interest                                              |                                           |   | 5,021   |      |           |   | 5,416   |    |        |   | 7,410   |     |        |   | 5,423   |      |        |   | 5,600   |      |   |   | 5,138   |      |   |   | 6,712   |        |   |   | 5,073   |    
|Other non-operating income                            |                                           |   | (1,209  | )    |           |   | (971    | )  |        |   |        |     |        |   |        |      |        |   |        |      |   |   |        |      |   |   |        |        |   |   |        |    
|                                                      |                                           |   |         |      |           |   |         |    |        |   |         |     |        |   |         |      |        |   |         |      |   |   |         |      |   |   |         |        |   |   |         |    
|Income from continuing operations
before income taxes |                                           |   | (6,535  | )    |           |   | 2,169   |    |        |   | 902     |     |        |   | 5,008   |      |        |   | 3,541   |      |   |   | 5,582   |      |   |   | 2,990   |        |   |   | 5,500   |    
|Income taxes                                          |                                           |   | (2,252  | )    |           |   | 965     |    |        |   | 578     |     |        |   | 1,847   |      |        |   | 1,442   |      |   |   | 1,837   |      |   |   | 941     |        |   |   | 1,852   |    
|                                                      |                                           |   |         |      |           |   |         |    |        |   |         |     |        |   |         |      |        |   |         |      |   |   |         |      |   |   |         |        |   |   |         |    
|Income from continuing operations                     |                                           |   | (4,283  | )    |           |   | 1,204   |    |        |   | 324     |     |        |   | 3,161   |      |        |   | 2,099   |      |   |   | 3,745   |      |   |   | 2,049   |        |   |   | 3,648   |    
|Discontinued operation:                               |                                           |   |         |      |           |   |         |    |        |   |         |     |        |   |         |      |        |   |         |      |   |   |         |      |   |   |         |        |   |   |         |    
|                                                      | Income (loss) from
operations,
net of tax |   |         |     |           |   |         |   |        |   |         |    |        |   |         |     |        |   |         |     |   |   |         |     |   |   |         | (1,122 | ) |   |         | 263 | 
|                                                      | Gain (loss) on disposal, net
of
tax       |   |         | (180 | )         |   |         | 25 |        |   |         | (18 | )      |   |         | (181 | )      |   |         | (159 | ) |   |         | (390 | ) |   |         | 3,275  |   |   |         |    | 
|                                                      |                                           |   |         |      |           |   |         |    |        |   |         |     |        |   |         |      |        |   |         |      |   |   |         |      |   |   |         |        |   |   |         |    
|Net income (loss)                                     |                                           | $ | (4,463  | )    |           | $ | 1,229   |    |        | $ | 306     |     |        | $ | 2,980   |      |        | $ | 1,940   |      |   | $ | 3,355   |      |   | $ | 4,202   |        |   | $ | 3,911   |    
|                                                      |                                           |   |         |      |           |   |         |    |        |   |         |     |        |   |         |      |        |   |         |      |   |   |         |      |   |   |         |        |   |   |         |    
|Basic earnings (loss) per common
share:               |                                           |   |         |      |           |   |         |    |        |   |         |     |        |   |         |      |        |   |         |      |   |   |         |      |   |   |         |        |   |   |         |    
|Continuing operations                                 |                                           | $ | (.54    | )    |           | $ | .15     |    |        | $ | .04     |     |        | $ | .40     |      |        | $ | .26     |      |   | $ | .47     |      |   | $ | .26     |        |   | $ | .46     |    
|Discontinued operation                                |                                           |   |        |      |           |   |        |    |        |   |        |     |        |   |        |      |        |   |        |      |   |   |        |      |   |   | (.14    | )      |   |   | .03     |    
|Disposal of discontinued operation                    |                                           |   | (.02    | )    |           |   |        |    |        |   |        |     |        |   | (.02    | )    |        |   | (.02    | )    |   |   | (.05    | )    |   |   | .41     |        |   |   |        |    
|                                                      |                                           |   |         |      |           |   |         |    |        |   |         |     |        |   |         |      |        |   |         |      |   |   |         |      |   |   |         |        |   |   |         |    
|Net income (loss)                                     |                                           | $ | (.56    | )    |           | $ | .15     |    |        | $ | .04     |     |        | $ | .38     |      |        | $ | .24     |      |   | $ | .42     |      |   | $ | .53     |        |   | $ | .49     |    
|                                                      |                                           |   |         |      |           |   |         |    |        |   |         |     |        |   |         |      |        |   |         |      |   |   |         |      |   |   |         |        |   |   |         |    
|Diluted earnings (loss) per common
share:             |                                           |   |         |      |           |   |         |    |        |   |         |     |        |   |         |      |        |   |         |      |   |   |         |      |   |   |         |        |   |   |         |    
|Continuing operations                                 |                                           | $ | (.54    | )    |           | $ | .15     |    |        | $ | .04     |     |        | $ | .35     |      |        | $ | .24     |      |   | $ | .42     |      |   | $ | .25     |        |   | $ | .41     |    
|Discontinued operation                                |                                           |   |        |      |           |   |        |    |        |   |        |     |        |   |        |      |        |   |        |      |   |   |        |      |   |   | (.12    | )      |   |   | .03     |    
|Disposal of discontinued operation                    |                                           |   | (.02    | )    |           |   |        |    |        |   |        |     |        |   | (.02    | )    |        |   | (.02    | )    |   |   | (.04    | )    |   |   | .35     |        |   |   |        |    

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|                                   |                |         |      |       |           |       |       |       |        |       |       |       |        |       |       |       |        |       |       |       |     |       |     |       |     |       |     |       |     |       |     |       |     |       | 
|---------------------------------- | -------------- | ------- | ---- | ----- | --------- | ----- | ----- | ----- | ------ | ----- | ----- | ----- | ------ | ----- | ----- | ----- | ------ | ----- | ----- | ----- | --- | ----- | --- | ----- | --- | ----- | --- | ----- | --- | ----- | --- | ----- | --- | ----- | 
|                                   |                |         |      |       | 2003      |       | 2002 
|                                   |                |         |      |       |           |       |      
|                                   |                |         |      |       | Restated* |       |       |       |        |       |       |       |        |       |       |       |        |       |       |       |     |       |     |       |     |       |     |       |     |       |     |       |    
|                                   |                |         |      |       | Fourth    |       | Third |       | Second |       | First |       | Fourth |       | Third |       | Second |       | First
|                                   |                |         |      |       |           |       |       |       |        |       |       |       |        |       |       |       |        |       |      
|Net income (loss)                  |                | $       | (.56 | )     |           | $     | .15   |       |        | $     | .04   |       |        | $     | .33   |       |        | $     | .22   |       |     | $     | .38 |       |     | $     | .48 |       |     | $     | .44 |      
|                                   |                |         |      |       |           |       |       |       |        |       |       |       |        |       |       |       |        |       |       |       |     |       |     |       |     |       |     |       |     |       |     |       |     |       | 
|Common stock prices (daily close): |                |         |      |       |           |       |       |       |        |       |       |       |        |       |       |       |        |       |       |       |     |       |     |       |     |       |     |       |     |       |     |      
|                                   | Class A - High |         | $    | 13.35 |           |       | $     | 12.49 |        |       | $     | 15.41 |        |       | $     | 15.88 |        |       | $     | 15.61 |     |       | $   | 15.03 |     |       | $   | 15.01 |     |       | $   | 15.53 |    
|                                   | Low            |         |      |       |           | 10.99 |       |       |        | 10.99 |       |       |        | 11.74 |       |       |        | 13.73 |       |       |     | 14.14 |     |       |     | 12.32 |     |       |     | 12.96 |     |       |     | 13.39 | 
|                                   | Class B - High |         |      | 11.88 |           |       |       | 12.48 |        |       |       | 13.84 |        |       |       | 14.29 |        |       |       | 14.77 |     |       |     | 14.06 |     |       |     | 14.16 |     |       |     | 13.17 |    
|                                   | Low            |         |      |       |           | 9.64  |       |       |        | 11.33 |       |       |        | 11.33 |       |       |        | 12.46 |       |       |     | 13.00 |     |       |     | 12.31 |     |       |     | 11.97 |     |       |     | 10.16 | 
|Cash Dividend:                     | Class A        |         |      | $     | .13       |       |       | $     | .11    |       |       | $     | .11    |       |       | $     | .11    |       |       | $     | .11 |       |     | $     | .11 |       |     | $     | .11 |       |     | $     | .11 |      
|                                   |                | Class B |      |       | $         | .13   |       |       | $      | .11   |       |       | $      | .11   |       |       | $      | .11   |       |       | $   | .11   |     |       | $   | .11   |     |       | $   | .11   |     |       | $   | .11   | 

Cash dividends have been paid on the common stock during each quarter for the
past 43 years.

Quarterly earnings per share are based on weighted average shares outstanding
for the quarter; therefore, the sum of the quarters may not equal the full year
earnings per share amount.

The first, third and fourth quarters are 12 weeks. The second quarter is 16
weeks.

*     Certain amounts have been restated in conjunction with the Companys
reconsideration of the application of EITF 02-16. See Note 2.

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report includes certain forward-looking statements (all statements other
than those made solely with respect to historical fact). Actual results could
differ materially and adversely from those contemplated by the forward-looking
statements due to known and unknown risks and uncertainties, many of which are
beyond the Companys control. The forward-looking statements and the Companys
future results, liquidity and capital resources are subject to risks and
uncertainties including, but not limited to, the following: the entry of new
competitive stores and their impact on the Company; softness in the local and
national economies and the general retail food industry; the level of
discounting and promotional spending by competitors; the Companys ability to
improve comparable store sales; the Companys ability to implement its
improvement initiatives; the ability of the Company to predict and respond to
changes in customer preferences and lifestyles; food price deflation;
uncertainties regarding future real estate gains due to limited real estate
holdings available for sale; stability and timing of distribution incentives
from suppliers; the Companys ability to control cost including labor, medical,
rent, credit card, and workers compensation and general liability expense; the
impact of any acquisitions and dispositions; the level of margins achievable in
the Companys operating divisions; uncertainties regarding gasoline prices and
margins; the success of the Companys new and remodeled stores, including image
and rebranding programs; the successful economic implementation of new
technology; uncertainties associated with pension and other retirement
obligations; uncertainties related to state and federal taxation and tobacco
and environmental legislation; the successful integration of acquisitions;
potential interest rate increases on variable rate debt, as well as terms,
costs, availability of capital; the timely and on budget completion of store
construction, expansion, conversion and remodeling; the ability to complete
share repurchases, and other known and unknown risks and uncertainties. The
Company undertakes no obligation to update or revise any forward-looking
statements to reflect subsequent events or circumstances.

STRATEGY

In response to the current year decline in same store sales, combined with the
expectation that certain expenses, particularly medical costs, workers
compensation costs, credit card fees, utilities and insurance, will continue to
increase, the Companys management identified a number of cost improvement
initiatives that the Company began pursuing during the fourth quarter of 2003
and intends to pursue in fiscal year 2004. Those initiatives include seeking
greater efficiencies in store labor scheduling, changes to employee medical
benefits plans, lowering interest expense by replacing fixed rate debt with
lower variable rate debt, improvements in warehousing and delivery logistics,
selective store closings, a reduction in headquarters expense and
discontinuance of home delivery service. Given the difficult competitive
environment, and known and unknown risks and uncertainties associated with
these initiatives, there can be no assurances regarding the ultimate success or
impact of these initiatives on the Companys results of operations or financial
condition.

RESULTS OF OPERATIONS

The following table sets forth certain income statement components, expressed
as a percentage of sales and other revenues, and the percentage change in such
components:

|                                                      |  |                        |       |                   |  |           |       |          |  |          |       |           |  |  |       |   |  |  |      |  
|----------------------------------------------------- |  | ---------------------- | ----- | ----------------- |  | --------- | ----- | -------- |  | -------- | ----- | --------- |  |  | ----- | - |  |  | ---- | -
|                                                      |  | Percentage of Revenues |       |                   |  |           |       |          |  |         
|                                                      |  | Year Ended             |       | Percentage Change
|                                                      |  | Restated*              |       |                   |  |           |       |          |  |          |       | Restated* |  |  |       |  
|                                                      |  | March 29,              |       | March 30,         |  | March 31, |       | 2003     |  | 2002    
|                                                      |  | 2003                   |       | 2002              |  | 2001      |       | vs. 2002 |  | vs. 2001
|                                                      |  |                        |       |                   |  |           |       |          |  |         
|Total revenues                                        |  |                        | 100.0 | %                 |  |           | 100.0 | %        |  |          | 100.0 | %         |  |  | 0.8   | % |  |  | 6.3  | %
|Gross profit                                          |  |                        | 29.7  |                   |  |           | 30.4  |          |  |          | 30.0  |           |  |  | (1.2  | ) |  |  | 7.6  |  
|Selling, general and administrative                   |  |                        | 26.9  |                   |  |           | 26.5  |          |  |          | 25.8  |           |  |  | 2.2   |   |  |  | 9.1  |  
|Depreciation                                          |  |                        | 1.5   |                   |  |           | 1.4   |          |  |          | 1.6   |           |  |  | 6.9   |   |  |  | (6.2 | )
|Operating income                                      |  |                        | 1.4   |                   |  |           | 2.4   |          |  |          | 2.6   |           |  |  | (43.6 | ) |  |  | 1.7  |  
|Interest                                              |  |                        | 1.4   |                   |  |           | 1.4   |          |  |          | 1.5   |           |  |  | 3.3   |   |  |  | (1.0 | )
|Other non-operating expense (income)                  |  |                        | (0.1  | )                 |  |           |      |          |  |          | 0.1   |           |  |  | n/m   |   |  |  | n/m  |  
|Income from continuing operations
before income taxes |  |                        | 0.1   |                   |  |           | 1.1   |          |  |          | 1.0   |           |  |  | (91.2 | ) |  |  | 11.5 |  
|Income taxes                                          |  |                        | 0.1   |                   |  |           | 0.4   |          |  |          | 0.3   |           |  |  | (81.3 | ) |  |  | 17.9 |  
|Income from continuing operations                     |  |                        |      |                   |  |           | 0.7   |          |  |          | 0.7   |           |  |  | (96.5 | ) |  |  | 8.4  |  

*     Certain amounts have been restated in conjunction with the Companys
reconsideration of the application of EITF 02-16. See Note 2.

n/m = not meaningful

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TOTAL REVENUES

In 2003, consolidated total revenues of $1,655.7 million increased $13.1
million, or 0.8%, from 2002. Supermarket, convenience store and food service
revenues accounted for 81%, 15% and 3%, respectively, of consolidated revenues.
Sales and other revenues decreased in supermarkets 0.6%, but increased in
convenience stores 3.5% and in food service 20.1%. In 2003, consolidated
revenues excluding fuel sales increased 0.2%, but sales in comparable stores,
including replacement stores and format conversions, decreased 3.1% from 2002.
Comparable store sales for the fourth quarter of 2003 decreased 2.2% from 2002,
following a 3.8% decline in the third quarter of 2003 from 2002. Increased
competitive square footage and promotions, a weak economy and food deflation
all contributed to the decline in same store sales.

In 2003, comparable convenience store inside sales (retail sales excluding fuel
sales) increased 4.4% and comparable store fuel gallons sold increased 5.4% in
2003 from 2002. Gains from sales of property in the normal course of operations
were $8.2 million in 2003 compared to $5.9 million in 2002.

Although results may vary from period to period, future gains from sale of
properties are not expected to equal or exceed historical levels due to the
limited real estate holdings available for sale in the normal course of
business, which could have a material adverse affect the Companys results of
operations.

In 2002, consolidated total revenues of $1,642.6 million increased $96.7
million, or 6.3%, from 2001. Supermarket, convenience store and food service
revenues accounted for 83%, 14% and 3%, respectively, of consolidated revenues.
Total revenues increased in supermarkets 7.9% and in food service 7.0%, but
declined in convenience stores 2.9%. In 2002, consolidated sales excluding fuel
sales increased 6.5% and sales in comparable stores, including replacement
stores and format conversions, increased 2.5% from 2001. Comparable store sales
increased over the respective year earlier quarter during each quarter of 2002
despite competitive activity and low rates of food price inflation.

In 2002, convenience store inside sales (retail sales excluding fuel sales)
decreased 1.2% and fuel gallons sold increased 3.6% from 2001. Gains from sales
of property were $5.9 million in 2002 compared to $3.7 million in 2001.

GROSS PROFIT

Gross profit is calculated net of promotional expenses, and warehousing and
transportation, excluding depreciation. Expressed as a percentage of revenues,
consolidated gross profit was 29.7% of total revenues in 2003 compared to 30.4%
in 2002, however, consolidated gross profit excluding fuel was 31.2% in 2003
and 31.5% in 2002. Gross profit as a percentage of revenues declined in
supermarkets and convenience stores, but improved in food service. The Company
has changed its accounting policy with respect to slotting allowances and
similar consideration received from vendors. As more fully discussed in Note 2
to the Consolidated Financial Statements, the Company had previously
recognized certain vendor allowances when the Company had fulfilled its
obligations under the related contract. Effective January 1, 2003, the Company
now includes these allowances as a reduction in inventory value. Adoption of
this policy resulted in a decrease in gross profit of $5.6 million for 2003.

In 2002, consolidated gross profit was 30.4% of revenues compared to 30.0% in
2001. Consolidated gross profit excluding fuel, expressed as a percentage of
revenues, was 31.5% in 2002 compared to 31.3% in 2001. Consolidated gross
profit in 2002 includes $1.3 million from the termination of a fuel suppliers
agreement. Gross profit as a percentage of revenues improved in supermarkets
and declined slightly in both convenience stores and food service.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative (SG&A) expenses include store expenses,
administrative and corporate expenses, purchasing personnel costs and
advertising. In 2003, consolidated selling, general and administrative expenses
were 26.9% of consolidated sales and other revenues compared to 26.5% in 2002.
The increase, as a percentage of consolidated total revenues, was primarily
attributable to higher medical benefits costs, building and equipment rent and
repairs, workers compensation and credit card fees, partially offset by lower
wage costs. Excluding supermarket format conversions, wages in stores open both
years decreased 4.3% in 2003 from 2002 due to continued efforts to improve
labor efficiency.

During the fourth quarter of 2003, the Company announced a reorganization in
headquarters staff, the discontinuance of its home delivery service and the
closing of a LoBill supermarket. As a result of the headquarters staff
reorganization, the Company took a $1.1 million charge against earnings in
2003.

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In 2002, consolidated selling, general and administrative expenses were 26.5%
of consolidated sales and other revenues compared to 25.8% in 2001. Wages in
stores open both years, excluding supermarket conversions to the LoBill format,
increased 1.3% in 2002 from 2001.

DEPRECIATION

Depreciation expense was $24.5 million, $22.9 million and $24.4 million in
2003, 2002, and 2001, respectively. Expressed as a percentage of revenues,
depreciation expense was 1.5% in 2003, 1.4% in 2002 and 1.6% in 2001.

As a result of its periodic examination and review of its accounting policies
and practices in 2001, the Company determined that a revision of the estimated
useful lives used to depreciate buildings and land improvements, and leasehold
improvements was appropriate in light of the Companys historical experience
and its assessment of prevailing industry practice. The change was effected in
the third quarter of 2001. The change resulted in a decrease in depreciation
expense of $3.9 million and an increase in net income of $2.6 million, or $.32
per diluted share, for the year ended March 29, 2003, a decrease in
depreciation expense of $4.5 million and an increase in net income of $2.9
million, or $.31 per diluted share, for the year ended March 30, 2002 and a
decrease in depreciation expense of $2.4 million and an increase in net income
of $1.6 million, or $.17 per diluted share, for the year ended March 31, 2001.

INTEREST

Interest expense was $23.3 million in 2003, $22.5 million in 2002, and $22.7
million in 2001. As a percentage of revenues, interest expense was 1.4% in both
2003 and 2002 and 1.5% in 2001.

OTHER NON-OPERATING EXPENSE

In 2003, the Company repurchased $30.5 million of its outstanding senior
subordinated debentures on the open market at discounts to face value resulting
in gains of $2.2 million, net of pro-rata debt issuance costs.

INCOME TAXES

The effective income tax rate was 73.7% for 2003, 34.5% for 2002, and 32.6% for
2001. The increase in the effective rate for 2003 over the prior years was due
primarily to the decline in pretax income. The effective income tax rate for
2004 is expected to approximate 37%.

CAPITAL EXPENDITURES

Capital expenditures and major capital projects completed during the last three
years consisted of:

|                                |                           |   |      |    |      |   |      |    |  |   |      |    | 
|------------------------------- | ------------------------- | - | ---- | -- | ---- | - | ---- | -- |  | - | ---- | -- | 
|                                |                           |   | 2003 |    | 2002 |   | 2001
|                                |                           |   |      |    |      |   |     
|Capital expenditures (millions) |                           | $ | 48.7 |    |      | $ | 66.0 |    |  | $ | 55.1 |   
|                                |                           |   |      |    |      |   |      |    |  |   |      |   
|Supermarkets                    |                           |   |      |    |      |   |      |    |  |   |      |   
|                                | New/acquired stores       |   |      | 3  |      |   |      | 13 |  |   |      | 8  | 
|                                | Closed stores             |   |      | 1  |      |   |      | 2  |  |   |      |   | 
|                                | Major remodels/expansions |   |      | 3  |      |   |      | 2  |  |   |      |   | 
|                                | Format conversions        |   |      | 1  |      |   |      | 6  |  |   |      |   | 
|Convenience stores              |                           |   |      |    |      |   |      |    |  |   |      |   
|                                | New/acquired stores       |   |      |   |      |   |      | 7  |  |   |      | 15 | 
|                                | Closed stores             |   |      | 22 |      |   |      | 10 |  |   |      | 7  | 

In 2003, the Company constructed one new supermarket, acquired two
supermarkets, remodeled three supermarkets, began the remodel of one
supermarket, converted one Marsh store to the LoBill format and opened two
floral shops. The Company completed construction of a 119,000 square foot
frozen food distribution facility that began operating in August 2002. Over 100
convenience stores were re-imaged with new exterior graphics and painting, new
interior decor and new interior fixture layout. Twenty-two under performing
convenience stores were closed during the year with the majority of the
closings concurrent with lease expirations.

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During 2002, the Company disposed of its wholesale division in order to focus
on its core retail businesses. Proceeds of approximately $14 million were used
to reduce outstanding debt.

In 2004, the Company plans to construct two new Marsh supermarkets and one new
LoBill Foods, convert one Marsh supermarket to a LoBill Foods, remodel four to
six supermarkets, continue the convenience store re-imaging and upgrade certain
information systems. The cost of these projects and other capital commitments
is estimated to be $40 million. Of this amount, the Company plans to fund
approximately $20 million through sale/leasebacks, $10 million through
equipment leasing and believes it can finance the balance with internally
generated funds.

The Companys plans with respect to store construction, expansion, conversion
and remodeling are subject to known and unknown risks and uncertainties and may
be revised in light of changing conditions, such as competitive influences, its
ability to successfully negotiate site acquisitions or leases, zoning
limitations and other governmental regulations. The timing of projects is
subject to normal construction and other delays. It is possible that projects
described above may not commence, others may be added, a portion of planned
expenditures with respect to projects commenced during the current fiscal year
may carry over to the subsequent fiscal year, and the Company may use other
financing arrangements.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities during 2003 was $38.4 million,
compared to $37.7 million in 2002. During 2003, working capital decreased $19.4
million as cash decreased $9.2 million and accounts receivable decreased $6.4
million.

For 2003, investing activities consisted primarily of $48.7 million in
expenditures for acquisition of property, equipment and land for expansion, and
proceeds of $11.4 million from disposals of property and land. The Companys
capital requirements are traditionally financed through internally generated
funds, long-term borrowings and lease financings, including capital and
operating leases. The Company anticipates continued access to such financing
sources.

The Companys long-term debt and capital lease obligations, net of current
maturities, were $227.2 million at March 29, 2003, compared to $263.8 million
at March 30, 2002. During the fourth quarter of 2003, the Company retired $19.9
million of convertible debentures and repurchased $30.5 million of senior
subordinated notes. At March 29, 2003, 82.3% of the long-term debt and capital
lease obligations were at fixed rates of interest with a 9.3% weighted average
rate, and 17.7% were at variable rates of interest with a 3.9% weighted average
rate.

In March 2003, the Company amended its revolving credit facility, changed the
commitment to $95.0 million, extended the maturity to February 2006 and added
security of land and buildings having a carrying cost of $49.6 million at March
29, 2003. At March 29, 2003, $41.0 million was borrowed on the revolving credit
facility.

A bank commitment for short-term borrowing provides an additional $3.0 million
of available financing, of which $1.7 million was borrowed at March 29, 2003.

Long-term financial obligations (in millions) as of March 29, 2003:

|                                             |  |                        |       |        |  |           |      |       |  |       |       |         |  |   |       |  |  |   |       | 
|-------------------------------------------- |  | ---------------------- | ----- | ------ |  | --------- | ---- | ----- |  | ----- | ----- | ------- |  | - | ----- |  |  | - | ----- | 
|                                             |  | Payments due by period
|                                             |  |                       
|                                             |  |                        |       |        |  | Less than |      | 1-3   |  | 4-5   |       | After 5
|                                             |  | Total                  |       | 1 year |  | years     |      | years |  | years
|                                             |  |                        |       |        |  |           |      |       |  |      
|Long-term debt,
including current maturities |  | $                      | 201.1 |        |  | $         | 2.5  |       |  | $     | 47.6  |         |  | $ | 125.6 |  |  | $ | 25.4  | 
|Capital leases                               |  |                        | 64.7  |        |  |           | 4.4  |       |  |       | 8.8   |         |  |   | 8.8   |  |  |   | 42.7  | 
|Operating leases                             |  |                        | 261.6 |        |  |           | 31.7 |       |  |       | 59.3  |         |  |   | 39.9  |  |  |   | 130.7 | 
|                                             |  |                        |       |        |  |           |      |       |  |       |       |         |  |   |       |  |  |   |       | 
|Total                                        |  | $                      | 527.4 |        |  | $         | 38.6 |       |  | $     | 115.7 |         |  | $ | 174.3 |  |  | $ | 198.8 | 
|                                             |  |                        |       |        |  |           |      |       |  |       |       |         |  |   |       |  |  |   |       | 

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MARKET RISK - INTEREST

The Company, as a policy, does not engage in speculative or leveraged
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.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements requires management to make assumptions
and estimates that can have a material impact on the reported results of
operations. While management applies its judgment based on assumptions believed
to be reasonable under the circumstances, actual results could vary from those
assumptions and it is possible that materially different amounts would be
reported using different assumptions.

The Company is self-insured for most healthcare claims, workers compensation
claims, and general liability and automotive liability losses. Reported claims
and related loss reserves are estimated by third party administrators. Claims
incurred but not reported are recorded based on historical experience and
industry trends, and accruals are adjusted when warranted by changes in facts
and circumstances.

Pension and other retirement benefits are evaluated with the oversight of the
Companys retirement committee. Outside actuaries are consulted to determine
appropriate assumptions and are engaged to perform the calculation of estimated
future obligations. In 1997, the Company froze benefit accruals under its
qualified defined benefit pension plan.

Long-lived assets are depreciated over estimated useful lives based on the
Companys historical experience and prevailing industry practice. Estimated
useful lives are periodically reviewed to ensure they remain appropriate.
Long-lived assets are tested for impairment whenever an event occurs that
indicates an impairment may exist.

Income tax assets and liabilities are recognized generally based upon tax
statutes, regulations and case law, but also include estimates. The estimated
amounts are reviewed periodically and adjusted based upon factual changes and
the related impact on managements judgment.

The Company receives allowances and credits from certain of the vendors whose
products the Company purchases for resale. Allowances that are related to a
specific purchase quantity are recorded as a component of the item cost of
inventory and recognized in merchandise costs when the item is sold. Other
allowances include consideration received for new item introduction, item shelf
placement and temporary retail price reduction. Due to system constraints and
the nature of certain of these allowances, it is sometimes not practicable to
apply allowances to the item cost of inventory. In those instances, the
allowances are applied as a reduction of merchandise costs using a systematic
and rational methodology, which results in the recognition of these incentives
when the related merchandise is sold for transactions entered into
after January 1, 2003. See Note 2 to the Consolidated Financial
Statements.

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

REPORT OF MANAGEMENT ON RESPONSIBILITY FOR FINANCIAL REPORTING

The management of Marsh Supermarkets, Inc. is responsible for the preparation
and integrity of the consolidated financial statements included in this annual
report. The financial statements were prepared in accordance with accounting
principles generally accepted in the United States and necessarily include some
amounts based on managements best estimates and judgment. All financial
information appearing in this annual report is consistent with that in the
financial statements.

The Company maintains a system of internal controls designed to provide
reasonable assurance, on a cost-effective basis, that assets are safeguarded
and transactions are properly authorized and recorded accurately in the
financial records. The Company believes its control system is enhanced by its
long-standing emphasis on conducting business in accordance with the highest
standards of conduct and ethics.

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Independent auditors, Ernst & Young LLP, have audited the accompanying
financial statements. Their report is included herein. Their audits, conducted
in accordance with auditing standards generally accepted in the United States,
included the review and evaluation of selected internal accounting controls for
purposes of designing their audit tests.

The Audit Committee of the Board of Directors meets periodically with the
independent auditors to discuss the scope and results of their audit work,
their assessment of internal controls, and the quality of financial reporting.
The independent auditors are engaged by the Audit Committee.

/s/ Don E. Marsh
Don E. Marsh
Chairman of the Board and
Chief Executive Officer

/s/ Douglas Dougherty
Douglas Dougherty
Senior Vice President,
Chief Financial Officer and
Treasurer

/s/ Mark Varner
Mark Varner
Vice President -
Corporate Controller

REPORT OF INDEPENDENT AUDITORS

To the Shareholders and Board of Directors of Marsh Supermarkets, Inc.

We have audited the accompanying consolidated balance sheets of Marsh
Supermarkets, Inc. as of March 29, 2003 and March 30, 2002, and the related
consolidated statements of income, changes in shareholders equity and cash
flows for each of the three years in the period ended March 29, 2003. These
financial statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Marsh
Supermarkets, Inc. at March 29, 2003 and March 30, 2002, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended March 29, 2003, in conformity with accounting principles generally
accepted in the United States.

As discussed in Note 2 to the Consolidated Financial Statements, the Company
has restated its previously issued March 29, 2003 Consolidated Financial
Statements with respect to the application of Emerging Issues Task Force Issue
No. 02-16, Accounting by a Customer (Including a Reseller) for Certain
Consideration Received from a Vendor, which became effective as to the Company
on January 1, 2003.

/s/ Ernst & Young LLP

Indianapolis, Indiana
May 16, 2003, except for the seventh paragraph of Note 2 and Note 11, as to
which the date is February 12, 2004

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CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)

|                                                                                           |                                           |                |           |                |    |                |           |       |        |   |           |       |        | 
|------------------------------------------------------------------------------------------ | ----------------------------------------- | -------------- | --------- | -------------- | -- | -------------- | --------- | ----- | ------ | - | --------- | ----- | ------ | 
|                                                                                           |                                           |                |           | Restated*      |    |                |           |       |        |   |           |      
|YEAR ENDED                                                                                 |                                           | March 29, 2003 |           | March 30, 2002 |    | March 31, 2001
|                                                                                           |                                           |                |           |                |    |               
|Sales and other revenues                                                                   |                                           | $              | 1,647,534 |                |    | $              | 1,636,702 |       |        | $ | 1,542,172 |      
|Gains from sales of property                                                               |                                           |                | 8,201     |                |    |                | 5,897     |       |        |   | 3,731     |      
|                                                                                           |                                           |                |           |                |    |                |           |       |        |   |           |      
|Total Revenues                                                                             |                                           |                | 1,655,735 |                |    |                | 1,642,599 |       |        |   | 1,545,903 |      
|Cost of merchandise sold, including
warehousing and transportation, excluding
depreciation |                                           |                | 1,163,157 |                |    |                | 1,143,883 |       |        |   | 1,082,581 |      
|                                                                                           |                                           |                |           |                |    |                |           |       |        |   |           |      
|Gross profit                                                                               |                                           |                | 492,578   |                |    |                | 498,716   |       |        |   | 463,322   |      
|Selling, general and administrative expenses                                               |                                           |                | 445,480   |                |    |                | 435,697   |       |        |   | 399,475   |      
|Depreciation                                                                               |                                           |                | 24,464    |                |    |                | 22,883    |       |        |   | 24,400    |      
|                                                                                           |                                           |                |           |                |    |                |           |       |        |   |           |      
|Operating income                                                                           |                                           |                | 22,634    |                |    |                | 40,136    |       |        |   | 39,447    |      
|Interest                                                                                   |                                           |                | 23,270    |                |    |                | 22,523    |       |        |   | 22,741    |      
|Other non-operating expense (income)                                                       |                                           |                | (2,180    | )              |    |                |          |       |        |   | 911       |      
|                                                                                           |                                           |                |           |                |    |                |           |       |        |   |           |      
|Income from continuing operations before
income taxes                                      |                                           |                | 1,544     |                |    |                | 17,613    |       |        |   | 15,795    |      
|Income taxes                                                                               |                                           |                | 1,138     |                |    |                | 6,072     |       |        |   | 5,149     |      
|                                                                                           |                                           |                |           |                |    |                |           |       |        |   |           |      
|Income from continuing operations                                                          |                                           |                | 406       |                |    |                | 11,541    |       |        |   | 10,646    |      
|Discontinued operation:                                                                    |                                           |                |           |                |    |                |           |       |        |   |           |      
|                                                                                           | Income (loss) from operations, net of tax |                |           |               |    |                |           | (859  | )      |   |           | 1,290 |       
|                                                                                           | Gain (loss) on disposal, net of tax       |                |           | (354           | )  |                |           | 2,726 |        |   |           |      |       
|                                                                                           |                                           |                |           |                |    |                |           |       |        |   |           |      
|                                                                                           |                                           | Net income     |           | $              | 52 |                |           | $     | 13,408 |   |           | $     | 11,936 | 
|                                                                                           |                                           |                |           |                |    |                |           |       |        |   |           |      
|Basic earnings (loss) per common share:                                                    |                                           |                |           |                |    |                |           |       |        |   |           |      
|                                                                                           | Continuing operations                     |                | $         | .05            |    |                | $         | 1.45  |        |   | $         | 1.30  |       
|                                                                                           | Discontinued operation                    |                |           |               |    |                |           | (.11  | )      |   |           | .16   |       
|                                                                                           | Disposal of discontinued operation        |                |           | (.04           | )  |                |           | .34   |        |   |           |      |       
|                                                                                           |                                           |                |           |                |    |                |           |       |        |   |           |      
|                                                                                           | Net income                                |                | $         | .01            |    |                | $         | 1.68  |        |   | $         | 1.46  |       
|                                                                                           |                                           |                |           |                |    |                |           |       |        |   |           |      
|Diluted earnings (loss) per common share:                                                  |                                           |                |           |                |    |                |           |       |        |   |           |      
|                                                                                           | Continuing operations                     |                | $         | .05            |    |                | $         | 1.31  |        |   | $         | 1.20  |       
|                                                                                           | Discontinued operation                    |                |           |               |    |                |           | (.09  | )      |   |           | .13   |       
|                                                                                           | Disposal of discontinued operation        |                |           | (.04           | )  |                |           | .29   |        |   |           |      |       
|                                                                                           |                                           |                |           |                |    |                |           |       |        |   |           |      
|                                                                                           | Net income                                |                | $         | .01            |    |                | $         | 1.51  |        |   | $         | 1.33  |       
|                                                                                           |                                           |                |           |                |    |                |           |       |        |   |           |      
|Dividends declared per share                                                               |                                           | $              | .46       |                |    | $              | .44       |       |        | $ | .44       |      

*     Certain amounts have been restated in conjunction with the Companys
reconsideration of the application of EITF 02-16. See Note 2.

See Notes to Consolidated Financial Statements.

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CONSOLIDATED BALANCE SHEETS
(in thousands, except number of shares)

|                       |                                                                          |   |                |          |                |   |         |          |  
|---------------------- | ------------------------------------------------------------------------ | - | -------------- | -------- | -------------- | - | ------- | -------- | -
|                       |                                                                          |   | Restated*      |          |                |   |        
|                       |                                                                          |   | March 29, 2003 |          | March 30, 2002
|                       |                                                                          |   |                |          |               
|Current Assets         |                                                                          |   |                |          |                |   |         |         
|                       | Cash and equivalents                                                     |   | $              | 28,313   |                |   | $       | 37,516   |  
|                       | Accounts receivable, less
allowance of $2,960 in 2003 and
$2,494 in 2002 |   |                | 27,203   |                |   |         | 33,613   |  
|                       | Inventories                                                              |   |                | 130,297  |                |   |         | 132,940  |  
|                       | Prepaid expenses                                                         |   |                | 5,731    |                |   |         | 7,639    |  
|                       | Recoverable income taxes                                                 |   |                |         |                |   |         | 1,021    |  
|                       |                                                                          |   |                |          |                |   |         |          |  
|                       | TOTAL CURRENT ASSETS                                                     |   | $              | 191,544  |                |   | $       | 212,729  |  
|Property and Equipment |                                                                          |   |                |          |                |   |         |         
|                       | Land                                                                     |   |                | 46,856   |                |   |         | 54,553   |  
|                       | Buildings and land improvements                                          |   |                | 187,942  |                |   |         | 206,822  |  
|                       | Fixtures and equipment                                                   |   |                | 148,342  |                |   |         | 134,758  |  
|                       | Leasehold improvements                                                   |   |                | 78,212   |                |   |         | 70,980   |  
|                       | Construction in progress                                                 |   |                | 7,385    |                |   |         | 3,866    |  
|                       | Property under capital leases                                            |   |                | 31,923   |                |   |         | 27,754   |  
|                       |                                                                          |   |                |          |                |   |         |          |  
|                       |                                                                          |   | 500,660        |          |                |   | 498,733 |         
|                       | Accumulated depreciation                                                 |   |                | (189,191 | )              |   |         | (180,083 | )
|                       |                                                                          |   |                |          |                |   |         |          |  
|                       | TOTAL PROPERTY AND EQUIPMENT                                             |   |                | 311,469  |                |   |         | 318,650  |  
|Other Assets           |                                                                          |   | 46,309         |          |                |   | 51,851  |         
|                       |                                                                          |   |                |          |                |   |         |          |  
|                       |                                                                          | $ | 549,322        |          |                | $ | 583,230 |         
|                       |                                                                          |   |                |          |                |   |         |          |  

*     Certain amounts have been restated in conjunction with the Companys
reconsideration of the application of EITF 02-16. See Note 2.

See Notes to Consolidated Financial Statements

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|                                     |                                                            |                                                    |         |                |        |   |         |         |        |  
|------------------------------------ | ---------------------------------------------------------- | -------------------------------------------------- | ------- | -------------- | ------ | - | ------- | ------- | ------ | -
|                                     |                                                            |                                                    |         | Restated*      |        |   |         |        
|LIABILITIES
AND SHAREHOLDERS EQUITY |                                                            | March 29, 2003                                     |         | March 30, 2002
|                                     |                                                            |                                                    |         |               
|Current Liabilities                  |                                                            |                                                    |         |                |        |   |         |        
|                                     | Notes payable to bank                                      |                                                    | $       | 1,700          |        |   | $       | 1,300   |       
|                                     | Accounts payable                                           |                                                    |         | 71,883         |        |   |         | 71,640  |       
|                                     | Employee compensation and other liabilities                |                                                    |         | 17,215         |        |   |         | 20,248  |       
|                                     | State and local taxes                                      |                                                    |         | 16,351         |        |   |         | 14,779  |       
|                                     | Other accounts payable and accrued expenses                |                                                    |         | 9,686          |        |   |         | 11,668  |       
|                                     | Dividends payable                                          |                                                    |         | 1,035          |        |   |         | 880     |       
|                                     | Income taxes payable                                       |                                                    |         | 5,378          |        |   |         | 5,247   |       
|                                     | Current maturities of long-term liabilities                |                                                    |         | 3,452          |        |   |         | 2,727   |       
|                                     |                                                            |                                                    |         |                |        |   |         |         |       
|                                     | TOTAL CURRENT LIABILITIES                                  |                                                    |         | 126,700        |        |   |         | 128,489 |       
|Long-term Liabilities                |                                                            |                                                    |         |                |        |   |         |        
|                                     | Long-term debt                                             |                                                    |         | 198,148        |        |   |         | 237,823 |       
|                                     | Capital lease obligations                                  |                                                    |         | 29,009         |        |   |         | 25,933  |       
|                                     |                                                            |                                                    |         |                |        |   |         |         |       
|                                     | TOTAL LONG TERM LIABILITIES                                |                                                    |         | 227,157        |        |   |         | 263,756 |       
|Deferred Items                       |                                                            |                                                    |         |                |        |   |         |        
|                                     | Income taxes                                               |                                                    |         | 9,606          |        |   |         | 16,472  |       
|                                     | Pension and post-retirement benefits                       |                                                    |         | 40,824         |        |   |         | 20,863  |       
|                                     | Gains from sale/leasebacks                                 |                                                    |         | 15,595         |        |   |         | 10,164  |       
|                                     | Other                                                      |                                                    |         | 1,631          |        |   |         | 2,689   |       
|                                     |                                                            |                                                    |         |                |        |   |         |         |       
|                                     | TOTAL DEFERRED ITEMS                                       |                                                    |         | 67,656         |        |   |         | 50,188  |       
|Shareholders Equity                 |                                                            |                                                    |         |                |        |   |         |        
|                                     | Series A Junior Participating
 Cumulative Preferred Stock: |                                                    |         |                |        |   |         |         |       
|                                     | Authorized: 5,000,000 shares; Issued: None                 |                                                    |         |               |        |   |         |        |       
|                                     | Class A Common Stock, no par value:                        |                                                    |         |                |        |   |         |         |       
|                                     |                                                            | Authorized: 15,000,000 shares; Issued: 4,695,253   |         |                | 9,573  |   |         |         | 9,573  |  
|                                     | Class B Common Stock, no par value:                        |                                                    |         |                |        |   |         |         |       
|                                     |                                                            | Authorized: 15,000,000 shares; Issued: 5,265,158   |         |                | 16,866 |   |         |         | 16,830 |  
|                                     | Retained earnings                                          |                                                    |         | 131,911        |        |   |         | 135,534 |       
|                                     | Cost of Common Stock in treasury:                          |                                                    |         |                |        |   |         |         |       
|                                     |                                                            | Class A:
2003  877,715; 2002  848,656 shares     |         |                | (5,626 | ) |         |         | (5,224 | )
|                                     |                                                            | Class B: 2003  1,135,479; 2002  1,139,296 shares |         |                | (9,302 | ) |         |         | (9,285 | )
|                                     | Deferred
cost   restricted stock                          |                                                    |         | (54            | )      |   |         | (270    | )     
|                                     | Notes
receivable  stock options                           |                                                    |         | (175           | )      |   |         | (1,037  | )     
|                                     | Accumulated other comprehensive loss                       |                                                    |         | (15,384        | )      |   |         | (5,324  | )     
|                                     |                                                            |                                                    |         |                |        |   |         |         |       
|SHAREHOLDERS EQUITY                 |                                                            |                                                    | 127,809 |                |        |   | 140,797 |        
|                                     |                                                            |                                                    |         |                |        |   |         |         |       
|                                     |                                                            | $                                                  | 549,322 |                |        | $ | 583,230 |        
|                                     |                                                            |                                                    |         |                |        |   |         |         |       

*     Certain amounts have been restated in conjunction with the Companys
reconsideration of the application of EITF 02-16. See Note 2.

See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (in thousands)

|                          |                                           |                                                                  |                                                                  |     |              |   |           |     |          |   |         |        |        |        |               |        |           |   |        |      |     |   |        |   |         |        |         |        |         |        |  
|------------------------- | ----------------------------------------- | ---------------------------------------------------------------- | ---------------------------------------------------------------- | --- | ------------ | - | --------- | --- | -------- | - | ------- | ------ | ------ | ------ | ------------- | ------ | --------- | - | ------ | ---- | --- | - | ------ | - | ------- | ------ | ------- | ------ | ------- | ------ | -
|                          |                                           |                                                                  |                                                                  |     | Common Stock |   | Restated* |     |          |   |         |        |        |        |               |        | Other     |   |        |      |    
|                          |                                           |                                                                  |                                                                  |     |              |   | Retained  |     | Treasury |   |         |        |        |        | Comprehensive |        | Restated*
|                          |                                           |                                                                  |                                                                  |     | Class A      |   | Class B   |     | Earnings |   | Stock   |        | Other  |        | Loss          |        | Total    
|                          |                                           |                                                                  |                                                                  |     |              |   |           |     |          |   |         |        |        |        |               |        |          
|Balance at April 1, 2000  |                                           | $                                                                | 9,001                                                            |     |              | $ | 16,454    |     |          | $ | 117,360 |        |        | $      | (7,858        | )      |           | $ | (2,045 | )    |     | $ |       |   |         | $      | 132,912 |       
|                          | Net income                                |                                                                  |                                                                  |     |              |   |           |     |          |   |         | 11,936 |        |        |               |        |           |   |        |      |     |   |        |   |         |        |         | 11,936 |        
|                          | Cash dividends declared                   |                                                                  |                                                                  |     |              |   |           |     |          |   |         | (3,614 | )      |        |               |        |           |   |        |      |     |   |        |   |         |        |         | (3,614 | )      
|                          | Amortization of restricted stock grants   |                                                                  |                                                                  |     |              |   |           |     |          |   |         |        |        |        |               |        |           |   |        | 844  |     |   |        |   |         |        |         | 844    |        
|                          | Repurchase of 317,078 shares              |                                                                  |                                                                  |     |              |   |           |     |          |   |         |        |        |        |               | (4,036 | )         |   |        |      |     |   |        |   |         |        |         | (4,036 | )      
|                          | Exercise
of stock options  49,200 shares |                                                                  |                                                                  | 467 |              |   |           | 126 |          |   |         |        |        |        |               | 206    |           |   |        | (530 | )   |   |        |   |         |        |         | 269    |        
|                          | Other                                     |                                                                  |                                                                  |     |              |   |           | 18  |          |   |         | (37    | )      |        |               | 32     |           |   |        | (48  | )   |   |        |   |         |        |         | (35    | )      
|                          |                                           |                                                                  |                                                                  |     |              |   |           |     |          |   |         |        |        |        |               |        |           |   |        |      |     |   |        |   |         |        |         |       
|Balance at March 31, 2001 |                                           |                                                                  | 9,468                                                            |     |              |   | 16,598    |     |          |   | 125,645 |        |        |        | (11,656       | )      |           |   | (1,779 | )    |     |   |       |   |         |        | 138,276 |       
|                          |                                           | Comprehensive income:                                            |                                                                  |     |              |   |           |     |          |   |         |        |        |        |               |        |           |   |        |      |     |   |        |   |         |        |         |        |         |       
|                          |                                           |                                                                  | Net income                                                       |     |              |   |           |     |          |   |         |        |        | 13,408 |               |        |           |   |        |      |     |   |        |   |         |        |         |        |         | 13,408 |  
|                          |                                           |                                                                  | Minimum pension liability adjustment, less
tax benefit of $2,867 |     |              |   |           |     |          |   |         |        |        |        |               |        |           |   |        |      |     |   |        |   |         | (5,324 | )       |        |         | (5,324 | )
|                          |                                           |                                                                  |                                                                  |     |              |   |           |     |          |   |         |        |        |        |               |        |           |   |        |      |     |   |        |   |         |        |         |       
|                          |                                           | Total comprehensive income                                       |                                                                  |     |              |   |           |     |          |   |         |        |        |        |               |        |           |   |        |      |     |   |        |   |         |        |         |        | 8,084   |       
|                          |                                           |                                                                  |                                                                  |     |              |   |           |     |          |   |         |        |        |        |               |        |           |   |        |      |     |   |        |   |         |        |         |       
|                          |                                           |                                                                  |                                                                  |     |              |   |           |     |          |   |         |        |        |        |               |        |           |   |        |      |     |   |        |   |         |        | (3,519  | )     
|                          |                                           | Cash dividends declared                                          |                                                                  |     |              |   |           |     |          |   |         |        | (3,519 | )      |               |        |           |   |        |      |     |   |        |   |         |        |         |        |         |       
|                          |                                           | Amortization of restricted stock grants                          |                                                                  |     |              |   |           |     |          |   |         |        |        |        |               |        |           |   |        |      | 459 |   |        |   |         |        |         |        | 459     |       
|                          |                                           | Restricted stock grant of 9,300 shares                           |                                                                  |     | 78           |   |           |     |          |   |         |        |        |        |               |        | 53        |   |        |      |     |   |        |   |         |        |         |        | 131     |       
|                          |                                           | Repurchase of 252,600 shares                                     |                                                                  |     |              |   |           |     |          |   |         |        |        |        |               |        | (3,368    | ) |        |      |     |   |        |   |         |        |         |        | (3,368  | )     
|                          |                                           | Exercise
of stock options  56,713
shares                        |                                                                  |     | 27           |   |           |     | 214      |   |         |        |        |        |               |        | 436       |   |        |      |     |   |        |   |         |        |         |        | 677     |       
|                          |                                           | Other                                                            |                                                                  |     |              |   |           |     | 18       |   |         |        |        |        |               |        | 26        |   |        |      | 13  |   |        |   |         |        |         |        | 57      |       
|                          |                                           |                                                                  |                                                                  |     |              |   |           |     |          |   |         |        |        |        |               |        |           |   |        |      |     |   |        |   |         |        |         |       
|Balance at March 30, 2002 |                                           |                                                                  | 9,573                                                            |     |              |   | 16,830    |     |          |   | 135,534 |        |        |        | (14,509       | )      |           |   | (1,307 | )    |     |   | (5,324 | ) |         |        | 140,797 |       
|Comprehensive income:     |                                           |                                                                  |                                                                  |     |              |   |           |     |          |   |         |        |        |        |               |        |           |   |        |      |     |   |        |   |         |        |         |       
|                          |                                           | Net income                                                       |                                                                  |     |              |   |           |     |          |   |         |        | 52     |        |               |        |           |   |        |      |     |   |        |   |         |        |         |        | 52      |       
|                          |                                           | Minimum pension liability adjustment,
less tax benefit of $5,259 |                                                                  |     |              |   |           |     |          |   |         |        |        |        |               |        |           |   |        |      |     |   |        |   | (10,060 | )      |         |        | (10,060 | )     
|                          |                                           |                                                                  |                                                                  |     |              |   |           |     |          |   |         |        |        |        |               |        |           |   |        |      |     |   |        |   |         |        |         |       
|                          |                                           | Total comprehensive income (loss)                                |                                                                  |     |              |   |           |     |          |   |         |        |        |        |               |        |           |   |        |      |     |   |        |   |         |        |         |        | (10,008 | )     
|                          |                                           |                                                                  |                                                                  |     |              |   |           |     |          |   |         |        |        |        |               |        |           |   |        |      |     |   |        |   |         |        |         |       

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|                          |  |                                               |       |  |              |   |           |  |          |   |         |  |        |   |               |   |           |   |      |   |     |   |         |   |  |   |         |  |        |   | 
|------------------------- |  | --------------------------------------------- | ----- |  | ------------ | - | --------- |  | -------- | - | ------- |  | ------ | - | ------------- | - | --------- | - | ---- | - | --- | - | ------- | - |  | - | ------- |  | ------ | - | 
|                          |  |                                               |       |  | Common Stock |   | Restated* |  |          |   |         |  |        |   |               |   | Other     |   |      |   |    
|                          |  |                                               |       |  |              |   | Retained  |  | Treasury |   |         |  |        |   | Comprehensive |   | Restated*
|                          |  |                                               |       |  | Class A      |   | Class B   |  | Earnings |   | Stock   |  | Other  |   | Loss          |   | Total    
|                          |  |                                               |       |  |              |   |           |  |          |   |         |  |        |   |               |   |          
|                          |  | Cash dividends declared                       |       |  |              |   |           |  |          |   |         |  | (3,662 | ) |               |   |           |   |      |   |     |   |         |   |  |   |         |  | (3,662 | )
|                          |  | Amortization of restricted stock grants       |       |  |              |   |           |  |          |   |         |  |        |   |               |   |           |   |      |   | 216 |   |         |   |  |   |         |  | 216    |  
|                          |  | Restricted stock grant of 6,200 shares        |       |  |              |   |           |  |          |   |         |  |        |   |               |   | 92        |   |      |   |     |   |         |   |  |   |         |  | 92     |  
|                          |  | Repurchase of 47,645 shares                   |       |  |              |   |           |  |          |   |         |  |        |   |               |   | (643      | ) |      |   |     |   |         |   |  |   |         |  | (643   | )
|                          |  | Exercise
of stock options  11,875
shares     |       |  |              |   |           |  | 16       |   |         |  |        |   |               |   | 97        |   |      |   |     |   |         |   |  |   |         |  | 113    |  
|                          |  | Reduction in notes receivable - stock
options |       |  |              |   |           |  |          |   |         |  |        |   |               |   |           |   |      |   | 899 |   |         |   |  |   |         |  | 899    |  
|                          |  | Other                                         |       |  |              |   |           |  | 20       |   |         |  | (13    | ) |               |   | 35        |   |      |   | (37 | ) |         |   |  |   |         |  | 5      |  
|                          |  |                                               |       |  |              |   |           |  |          |   |         |  |        |   |               |   |           |   |      |   |     |   |         |   |  |   |         |  |        |   | 
|Balance at March 29, 2003 |  | $                                             | 9,573 |  |              | $ | 16,866    |  |          | $ | 131,911 |  |        | $ | (14,928       | ) |           | $ | (229 | ) |     | $ | (15,384 | ) |  | $ | 127,809 | 
|                          |  |                                               |       |  |              |   |           |  |          |   |         |  |        |   |               |   |           |   |      |   |     |   |         |   |  |   |         |  |        |   | 

*     Certain amounts have been restated in conjunction with the Companys
reconsideration of the application of EITF 02-16.
See Note 2.

See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)

|                                            |                                                                                   |                                               |                                                      |                                               |        |           |        |           |        |           |         |         |        |         |        |  
|------------------------------------------- | --------------------------------------------------------------------------------- | --------------------------------------------- | ---------------------------------------------------- | --------------------------------------------- | ------ | --------- | ------ | --------- | ------ | --------- | ------- | ------- | ------ | ------- | ------ | -
|                                            |                                                                                   |                                               |                                                      |                                               |        | Restated* |        | March 30, |        | March 31,
|YEAR ENDED                                  |                                                                                   | March 29, 2003                                |                                                      | 2002                                          |        | 2001     
|                                            |                                                                                   |                                               |                                                      |                                               |        |          
|OPERATING ACTIVITIES                        |                                                                                   |                                               |                                                      |                                               |        |           |        |           |        |           |         |        
|Net income                                  |                                                                                   | $                                             | 52                                                   |                                               |        | $         | 13,408 |           |        | $         | 11,936  |        
|                                            | Adjustments to reconcile net income to net cash provided by
operating activities: |                                               |                                                      |                                               |        |           |        |           |        |           |         |         |       
|                                            |                                                                                   | Depreciation                                  |                                                      |                                               | 24,464 |           |        |           | 23,034 |           |         |         | 25,058 |        
|                                            |                                                                                   | Amortization of other assets                  |                                                      |                                               | 1,435  |           |        |           | 2,462  |           |         |         | 4,991  |        
|                                            |                                                                                   | Loss (gain) on sale of discontinued operation |                                                      |                                               | 354    |           |        |           | (2,726 | )         |         |         |       |        
|                                            |                                                                                   | Increase (decrease) in deferred income taxes  |                                                      |                                               | (2,084 | )         |        |           | 2,785  |           |         |         | 1,914  |        
|                                            |                                                                                   | Changes in operating assets and liabilities:  |                                                      |                                               |        |           |        |           |        |           |         |         |        |        
|                                            |                                                                                   |                                               |                                                      | Accounts receivable                           |        |           | 10,996 |           |        |           | 17,775  |         |        |         | (1,945 | )
|                                            |                                                                                   |                                               |                                                      | Inventories                                   |        |           | 2,643  |           |        |           | (10,865 | )       |        |         | (686   | )
|                                            |                                                                                   |                                               |                                                      | Prepaid expenses and recoverable income taxes |        |           | 2,929  |           |        |           | (1,293  | )       |        |         | 346    |  
|                                            |                                                                                   |                                               |                                                      | Accounts payable and accrued expenses         |        |           | (2,592 | )         |        |           | (5,875  | )       |        |         | 4,717  |  
|                                            |                                                                                   | Other operating activities                    |                                                      |                                               | 155    |           |        |           | (1,040 | )         |         |         | (464   | )      
|                                            |                                                                                   |                                               |                                                      |                                               |        |           |        |           |        |           |         |        
|                                            |                                                                                   | NET CASH PROVIDED BY OPERATING ACTIVITIES     |                                                      |                                               | 38,352 |           |        |           | 37,665 |           |         |         | 45,867 |        
|INVESTING ACTIVITIES                        |                                                                                   |                                               |                                                      |                                               |        |           |        |           |        |           |         |        
|                                            | Acquisition of property, equipment and land held for expansion                    |                                               |                                                      | (48,673                                       | )      |           |        | (66,049   | )      |           |         | (55,076 | )     
|                                            | Disposition of property, equipment and land held for expansion                    |                                               |                                                      | 11,387                                        |        |           |        | 4,587     |        |           |         | 4,788   |       
|                                            | Proceeds from sale of discontinued operation                                      |                                               |                                                      |                                              |        |           |        | 14,292    |        |           |         |        |       
|                                            | Other investing activities                                                        |                                               |                                                      | (813                                          | )      |           |        | (2,591    | )      |           |         | (13,679 | )     
|                                            |                                                                                   |                                               |                                                      |                                               |        |           |        |           |        |           |         |        
|                                            |                                                                                   |                                               | NET CASH USED FOR INVESTING ACTIVITIES               |                                               |        | (38,099   | )      |           |        | (49,761   | )       |         |        | (63,967 | )     
|FINANCING ACTIVITIES                        |                                                                                   |                                               |                                                      |                                               |        |           |        |           |        |           |         |        
|                                            | Proceeds (repayments of short-term borrowings)                                    |                                               |                                                      | 400                                           |        |           |        | 1,300     |        |           |         | (10,000 | )     
|                                            | Proceeds of long-term borrowings                                                  |                                               |                                                      | 76,000                                        |        |           |        | 28,000    |        |           |         | 66,011  |       
|                                            | Proceeds of sales/leasebacks                                                      |                                               |                                                      | 34,537                                        |        |           |        | 33,594    |        |           |         | 31,577  |       
|                                            | Payments of long-term debt and capital lease obligations                          |                                               |                                                      | (116,043                                      | )      |           |        | (38,486   | )      |           |         | (62,225 | )     
|                                            | Cash dividends paid                                                               |                                               |                                                      | (643                                          | )      |           |        | (3,368    | )      |           |         | (4,036  | )     
|                                            | Stock options exercised                                                           |                                               |                                                      | (3,506                                        | )      |           |        | (3,537    | )      |           |         | (3,651  | )     
|                                            | Other financing activities                                                        |                                               |                                                      | 113                                           |        |           |        | 677       |        |           |         | 234     |       
|                                            |                                                                                   |                                               | (314                                                 | )                                             |        |           | 175    |           |        |           | 12      |        
|                                            |                                                                                   |                                               |                                                      |                                               |        |           |        |           |        |           |         |        
|                                            |                                                                                   |                                               | NET CASH PROVIDED BY (USED FOR) FINANCING
ACTIVITIES |                                               |        | (9,456    | )      |           |        | 18,355    |         |         |        | 17,922  |       
|                                            |                                                                                   |                                               |                                                      |                                               |        |           |        |           |        |           |         |        
|INCREASE (DECREASE) IN CASH AND EQUIVALENTS |                                                                                   |                                               | (9,203                                               | )                                             |        |           | 6,259  |           |        |           | (178    | )      
|                                            | Cash and equivalents at beginning of year                                         |                                               |                                                      | 37,516                                        |        |           |        | 31,257    |        |           |         | 31,435  |       
|                                            |                                                                                   |                                               |                                                      |                                               |        |           |        |           |        |           |         |        
|                                            | CASH AND EQUIVALENTS AT END OF YEAR                                               |                                               | $                                                    | 28,313                                        |        |           | $      | 37,516    |        |           | $       | 31,257  |       
|                                            |                                                                                   |                                               |                                                      |                                               |        |           |        |           |        |           |         |        

*     Certain amounts have been restated in conjunction with the Companys
reconsideration of the application of EITF 02-16.
See Note 2.

See Notes to Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
(amounts in thousands, except per share amounts or as otherwise noted)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

Significant accounting policies followed in preparation of the consolidated
financial statements are:

FISCAL YEAR

The Companys fiscal year ends on Saturday of the thirteenth week of each
calendar year. All references to 2003, 2002 and 2001 relate to the fiscal
years ended March 29, 2003, March 30, 2002, and March 31, 2001, respectively.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Marsh
Supermarkets, Inc. and all majority-owned subsidiaries (the Company).
Investments in partnerships in which the Company has a minority interest are
accounted for by the equity method. Significant intercompany accounts and
transactions have been eliminated.

BUSINESS SEGMENTS

The Company operates one business segment: the retail sale of food and related
products through supermarkets, convenience stores and food services.

RECLASSIFICATIONS

Certain reclassifications have been made to prior periods to conform to current
presentations.

CASH AND EQUIVALENTS

Cash and equivalents consist of highly liquid investments with a maturity of
three months or less when purchased. The carrying amount approximates the fair
value of those assets.

INVENTORIES

Inventories are stated at the lower of cost or market. Cost is determined by
the last-in, first-out method for the principal components of inventories, and
by the first-in, first-out method for the remainder (see Note 8).

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost, including amounts capitalized for
interest. For financial reporting purposes, depreciation is computed by the
straight-line method over the estimated useful lives of the assets, generally
33 years for buildings and 20 years for land improvements, five to 12 years for
fixtures and equipment, and 20 years for leasehold improvements (see Note 7).
For income tax purposes, accelerated methods and statutory lives are used to
compute depreciation.

CAPITALIZED LEASE PROPERTY

Capitalized lease assets are amortized using the straight-line method over the
term of the lease, or in accordance with practices established for similar
owned assets if ownership transfers to the Company at the end of the lease
term. Amortization is included with depreciation expense.

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INCOME TAXES

Deferred tax assets and liabilities result from differences between financial
reporting and tax bases of assets and liabilities, measured using enacted tax
rates and laws expected to be in effect when the differences reverse.

REVENUE RECOGNITION

Revenue from retail sales is recognized at the time of sale. Allowances for
doubtful accounts are provided based on the Companys uncollectible account
experience.

COST OF MERCHANDISE SOLD

Cost of merchandise sold is calculated net of promotional expenses, and
warehousing and transportation, excluding depreciation. The Company receives
allowances and credits from certain of the vendors whose products the Company
purchases for resale. Allowances that are related to a specific purchase
quantity are recorded as a component of the item cost of inventory and
recognized in merchandise costs when the item is sold. Other allowances include
consideration received for new item introduction, item shelf placement and
temporary retail price reduction. Due to system constraints and the nature of
certain of these allowances, it is sometimes not practicable to apply
allowances to the item cost of inventory. In those instances, the allowances
are applied as a reduction of merchandise costs using a systematic and rational
methodology, which results in the recognition of these incentives when the
related merchandise is sold, for transactions entered into on or after January 1,
2003. See Note 2 to the Consolidated Financial Statements.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative (SG&A) expenses include store expenses,
administrative and corporate expenses, purchasing personnel costs and
advertising.

EXCISE TAXES

Sales and cost of merchandise sold include state and federal excise taxes on
tobacco, gasoline and alcohol products of approximately $56 million in 2003,
$41 million in 2002, and $40 million in 2001.

ADVERTISING COSTS

Advertising communication costs are expensed in the period incurred and
production costs are expensed the first time the respective advertising is
displayed. Advertising costs in the amounts of $22.3 million, $23.2 million,
and $23.9 million were recorded and included in selling, general and
administrative expenses for 2003, 2002, and 2001, respectively.

COST OF OPENING STORES

Non-capital expenditures associated with opening new stores are expensed as
incurred.

USE OF ESTIMATES

Preparation of the consolidated financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period. The more significant estimates include provisions
for self-insurance losses. Actual results could differ from those estimates.

ENVIRONMENTAL LIABILITIES

Environmental liabilities are recorded when environmental assessments indicate
remedial efforts are required and the costs can be reasonably estimated. The
Company is aware of the existence of petroleum contamination at 28 sites and
has commenced remediation at each of those sites. Current estimates of the
total compliance costs to be incurred, net of estimated recoveries from an
Indiana excess liability fund, are not material. Leak detection tests are
performed at all petroleum dispensing sites more frequently than required by
current environmental laws and regulations.

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STOCK OPTION PLANS

The Company has employee stock benefit plans, which are described more fully in
Note 14. The Companys stock option plans are accounted for under the
intrinsic value method of APB Opinion 25 and related interpretations. Since the
exercise price of options granted under the plans is equal to the market price
of the underlying common stock on the grant date, no stock-based compensation
cost is recognized in net income.

The following table illustrates the effect on net income and earnings per share
if the Company had applied the fair value recognition provisions of FAS 123:

|                                                                  |  |      |      |      |  |      |        |  |  |   |        | 
|----------------------------------------------------------------- |  | ---- | ---- | ---- |  | ---- | ------ |  |  | - | ------ | 
|                                                                  |  | 2003 |      | 2002 |  | 2001
|                                                                  |  |      |      |      |  |     
|Net income, as reported                                           |  | $    | 52   |      |  | $    | 13,408 |  |  | $ | 11,936 | 
|Less compensation expense using
the fair value method, net of
tax |  |      | 970  |      |  |      | 534    |  |  |   | 416    | 
|                                                                  |  |      |      |      |  |      |        |  |  |   |        | 
|Pro-forma net income (loss)                                       |  | $    | (918 | )    |  | $    | 12,874 |  |  | $ | 11,520 | 
|                                                                  |  |      |      |      |  |      |        |  |  |   |        | 
|Earnings per share, as reported:                                  |  |      |      |      |  |      |        |  |  |   |        | 
|Basic                                                             |  | $    | .01  |      |  | $    | 1.68   |  |  | $ | 1.46   | 
|Diluted                                                           |  |      | .01  |      |  |      | 1.51   |  |  |   | 1.33   | 
|Pro-forma earnings per share:                                     |  |      |      |      |  |      |        |  |  |   |        | 
|Basic                                                             |  |      | (.12 | )    |  |      | 1.62   |  |  |   | 1.41   | 
|Diluted                                                           |  |      | (.12 | )    |  |      | 1.46   |  |  |   | 1.29   | 

NOTE 2 - RECENT ACCOUNTING PRONOUNCEMENTS

In October 2001, the Financial Accounting Standards Board (FASB) issued
Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets. The Statement was effective for the Company at the beginning of fiscal
year 2003 and had no impact on the Companys financial statements for the
current year.

In April 2002, the FASB issued Statement No. 145 (FAS 145), Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical
Corrections. Certain provisions of FAS 145 were effective May 15, 2002 and did
not have a material impact on the Company. The remaining provisions become
effective for the fiscal year beginning after May 15, 2002 (the Companys 2004
fiscal year). The Company early adopted the provisions of FAS 145 and
classified gains from the fiscal year 2003 retirement of debt as other
non-operating income.

In June 2002, the FASB issued Statement No. 146 (FAS 146), Accounting for
Costs Associated with Exit or Disposal Activities. FAS 146 was to be applied
prospectively to covered activities initiated after December 31, 2002. The
Company applied the provisions of FAS 146 to the headquarters staffing
reduction described in Note 4.

In November 2002, the FASB issued FASB Interpretation (FIN) 45, Guarantors
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others. The recognition provisions of FIN 45
were effective for any guarantees issued or modified after December 31, 2002
and the disclosure requirements were effective for financial statements of
periods after December 15, 2002. The interpretation had no effect on the
Companys results of operations or financial position for the current year.

In December 2002, the FASB issued Statement No. 148, Accounting for
Stock-Based Compensation - Transition and Disclosure. The statement amended
FAS 123 and was effective for fiscal years ending after December 15, 2002. The
Company adopted the disclosure provisions of the Statement in the current year.

In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities which was effective for new entities created after January 31, 2003
and for interim periods beginning after June 15, 2003 for variable interest
entities created or acquired before February 1, 2003. The interpretation had no
effect on the Companys results of operations or financial position for the
current year and is not expected to have an effect on the Companys fiscal year
2004 financial statements.

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EITF (Emerging Issues Task Force) Issue No. 02-16, Accounting by a Customer
(Including a Reseller) for Certain Consideration Received from a Vendor, became
effective as to the Company on January 1, 2003. This issue addresses the
appropriate accounting for consideration received from a vendor. As a result of
this guidance, the Company has adopted a new policy for recognizing slotting
allowances and similar consideration received from vendors. Allowances that are
related to a specific purchase quantity will continue to be recorded as a
component of the item cost of inventory and recognized in merchandise costs
when the item is sold. Due to system constraints and the nature of certain
allowances, it is sometimes not practicable to apply allowances to the item
cost of inventory. In those instances, the allowances are applied as a
reduction of merchandise costs using a systematic and rational methodology,
which results in the recognition of these incentives when the related
merchandise is sold. Under the Companys previous accounting policy for vendor
allowances, those credits were recognized as a reduction to cost of goods sold
when the Company had fulfilled its obligations under the contract. In
connection with the implementation of this new accounting policy, the Company
applied the provisions of EITF No. 02-16 prospectively which resulted in
deferring the recognition of $5.6 million of allowances, before a tax benefit
of approximately $1.9 million, in the fourth quarter of 2003. This non-cash
charge was recorded in the Companys Consolidated Statement of Income using the
prospective method and reflects an adjustment of the Companys inventory
balance. The impact of adopting EITF 02-16 on the year ended March 29, 2003 is
summarized below:

|                                  |  |   |               |  |             |   |         |  | 
|--------------------------------- |  | - | ------------- |  | ----------- | - | ------- |  | 
|                                  |  |   | As Previously |  |             |   |        
|                                  |  |   | Reported      |  | As Restated
|                                  |  |   |               |  |            
|Gross profit                      |  | $ | 498,136       |  |             | $ | 492,578 | 
|Operating income                  |  |   | 28,192        |  |             |   | 22,634  | 
|Income from continuing operations |  |   | 4,045         |  |             |   | 406     | 
|Net income                        |  |   | 3,691         |  |             |   | 52      | 
|Basic net income per share        |  |   | .46           |  |             |   | .01     | 
|Diluted net income per share      |  |   | .46           |  |             |   | .01     | 
|Inventories                       |  |   | 135,855       |  |             |   | 130,297 | 

NOTE 3 - EARNINGS PER SHARE

The following table sets forth the computation of the numerators and
denominators used in the computation of basic and diluted earnings per share
(EPS). Convertible debentures have been excluded from the 2003 computation
because the effect would have been antidilutive.

|                                                           |                              |   |       |     |      |   |        |       |   |   |        |       |  
|---------------------------------------------------------- | ---------------------------- | - | ----- | --- | ---- | - | ------ | ----- | - | - | ------ | ----- | -
|                                                           |                              |   | 2003  |     | 2002 |   | 2001  
|                                                           |                              |   |       |     |      |   |       
|Net income - basic EPS numerator                           |                              | $ | 52    |     |      | $ | 13,408 |       |   | $ | 11,936 |      
|Effect of convertible debentures                           |                              |   |      |     |      |   | 911    |       |   |   | 938    |      
|                                                           |                              |   |       |     |      |   |        |       |   |   |        |      
|Income after assumed conversions - diluted EPS numerator   |                              | $ | 52    |     |      | $ | 14,319 |       |   | $ | 12,874 |      
|                                                           |                              |   |       |     |      |   |        |       |   |   |        |      
|Weighted average shares outstanding                        |                              |   | 7,965 |     |      |   | 8,021  |       |   |   | 8,279  |      
|                                                           | Non-vested restricted shares |   |       | (22 | )    |   |        | (54   | ) |   |        | (99   | )
|                                                           |                              |   |       |     |      |   |        |       |   |   |        |      
|Basic EPS denominator                                      |                              |   | 7,943 |     |      |   | 7,967  |       |   |   | 8,180  |      
|Effect of dilative securities:                             |                              |   |       |     |      |   |        |       |   |   |        |      
|                                                           | Non-vested restricted shares |   |       | 22  |      |   |        | 54    |   |   |        | 99    |  
|                                                           | Employee stock options       |   |       | 136 |      |   |        | 160   |   |   |        | 110   |  
|                                                           | Convertible debentures       |   |       |    |      |   |        | 1,284 |   |   |        | 1,290 |  
|                                                           |                              |   |       |     |      |   |        |       |   |   |        |      
|Adjusted weighted average shares - diluted EPS denominator |                              |   | 8,101 |     |      |   | 9,465  |       |   |   | 9,679  |      
|                                                           |                              |   |       |     |      |   |        |       |   |   |        |      

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NOTE 4 - HEADQUARTERS RESTRUCTURING

During 2003, the Company reduced staffing at its corporate headquarters
resulting in the incurrence of $1.1 million in termination costs which is
included in reported selling, general and administrative expense on the income
statement. At March 29, 2003, the remaining liability related to the
restructuring was $0.7 million.

NOTE 5 - GOODWILL

The Company adopted Statement of Financial Accounting Standards No. 142
Goodwill and Other Intangible Assets (FAS 142), effective April 1, 2001. FAS
142 discontinued the amortization of goodwill and prescribes future periodic
testing of goodwill for impairment. The required annual impairment test was
completed in January 2003, and resulted in no adjustment to recorded goodwill.

Adjusted net income and net income per share were as follows:

|                                  |  |      |     |      |  |      |        |  |  |   |        | 
|--------------------------------- |  | ---- | --- | ---- |  | ---- | ------ |  |  | - | ------ | 
|                                  |  | 2003 |     | 2002 |  | 2001
|                                  |  |      |     |      |  |     
|Reported net income               |  | $    | 52  |      |  | $    | 13,408 |  |  | $ | 11,936 | 
|Goodwill amortization, net of tax |  |      |    |      |  |      |       |  |  |   | 537    | 
|Adjusted net income  basic       |  |      | 52  |      |  |      | 13,408 |  |  |   | 12,473 | 
|                                  |  |      |     |      |  |      |        |  |  |   |        | 
|Effect of convertible debentures  |  |      |    |      |  |      | 911    |  |  |   | 938    | 
|                                  |  |      |     |      |  |      |        |  |  |   |        | 
|Adjusted net income  dilutive    |  | $    | 52  |      |  | $    | 14,319 |  |  | $ | 13,411 | 
|                                  |  |      |     |      |  |      |        |  |  |   |        | 
|Basic earnings per share:         |  |      |     |      |  |      |        |  |  |   |        | 
|Reported net income               |  | $    | .01 |      |  | $    | 1.68   |  |  | $ | 1.46   | 
|Goodwill amortization, net of tax |  |      |    |      |  |      |       |  |  |   | .07    | 
|                                  |  |      |     |      |  |      |        |  |  |   |        | 
|Adjusted net income               |  | $    | .01 |      |  | $    | 1.68   |  |  | $ | 1.53   | 
|                                  |  |      |     |      |  |      |        |  |  |   |        | 
|Diluted earnings per share:       |  |      |     |      |  |      |        |  |  |   |        | 
|Reported net income               |  | $    | .01 |      |  | $    | 1.51   |  |  | $ | 1.33   | 
|Goodwill amortization, net of tax |  |      |    |      |  |      |       |  |  |   | .06    | 
|                                  |  |      |     |      |  |      |        |  |  |   |        | 
|Adjusted net income               |  | $    | .01 |      |  | $    | 1.51   |  |  | $ | 1.39   | 
|                                  |  |      |     |      |  |      |        |  |  |   |        | 

NOTE 6 - DISCONTINUED OPERATION

In October 2001, the Company completed the sale of certain assets of its
wholesale division. The sale included inventory, property, buildings and
equipment, and certain other assets plus the assumption by the buyer of certain
liabilities. Proceeds of $14.3 million from the sale were used primarily to
reduce amounts outstanding under the Companys revolving credit facility. A
gain of $4.2 million ($2.7 million net of tax) was recognized in 2002. The
remaining assets and liabilities from the discontinued operation included in
the consolidated balance sheet at March 29, 2003 are not material.

Operating results of the discontinued operation were as follows:

|                         |  |      |         |      |  |   |         | 
|------------------------ |  | ---- | ------- | ---- |  | - | ------- | 
|                         |  | 2002 |         | 2001
|                         |  |      |         |     
|Sales and other revenues |  | $    | 140,869 |      |  | $ | 331,515 | 
|                         |  |      |         |      |  |   |         | 
|Income (loss) before tax |  | $    | (1,322  | )    |  | $ | 1,984   | 
|Income tax               |  |      | (463    | )    |  |   | 694     | 
|                         |  |      |         |      |  |   |         | 
|Net income (loss)        |  | $    | (859    | )    |  | $ | 1,290   | 
|                         |  |      |         |      |  |   |         | 

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NOTE 7 - CHANGE IN ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

In 2001, as a result of the Companys periodic examination and review of its
accounting policies and practices, the Company determined that a revision of
the estimated useful lives used to depreciate buildings and land improvements
and leasehold improvements was appropriate in light of the Companys historical
experience and its assessment of industry practice. The change was effected in
the third quarter of 2001.

The change resulted in a decrease in depreciation expense of $3.9 million and
an increase in net income of $2.6 million, or $.32 per diluted share, for the
year ended March 29, 2003, a decrease in depreciation expense of $4.5 million
and an increase in net income of $2.9 million, or $.31 per diluted share, for
the year ended March 30, 2002, and a decrease in depreciation expense of $2.4
million and an increase in net income of $1.6 million, or $.17 per diluted
share, for the year ended March 31, 2001.

NOTE 8 - INVENTORIES

Inventories are comprised of finished goods and goods held for resale.
Inventories valued by the LIFO method represented approximately 65% and 70% of
consolidated inventories at March 29, 2003, and March 30, 2002, respectively.
Current inventory cost exceeded the carrying amount of LIFO inventories by $1.5
million at March 29, 2003, and $1.9 million at March 30, 2002. Valuation
allowances related to inventories were $1.3 million at March 29, 2003, and $1.2
million at March 30, 2002.

NOTE 9 - EMPLOYEE BENEFIT PLANS

Historically, the Company provided a qualified defined benefit pension plan
covering the majority of its non-union employees and an unfunded supplemental
retirement plan for corporate officers designated by the Board of Directors.
The plans provide for payment of retirement benefits on the basis of employees
length of service and earnings history. Plan assets consist principally of
listed stocks, corporate and government notes and bonds. In 1997, the Company
froze benefit accruals under its qualified defined benefit pension plan and
concurrently amended one of the Companys defined contribution savings plans to
permit discretionary Company contributions.

The amounts recognized in the consolidated balance sheets were as follows:

|                                               |  |         |        |                 |  |      |        |      |  |   |       |   |  |   |       |  
|---------------------------------------------- |  | ------- | ------ | --------------- |  | ---- | ------ | ---- |  | - | ----- | - |  | - | ----- | -
|                                               |  | Pension |        | Post Retirement
|                                               |  |         |        |                
|                                               |  | 2003    |        | 2002            |  | 2003 |        | 2002
|                                               |  |         |        |                 |  |      |        |     
|Benefit obligation at beginning of year        |  | $       | 58,894 |                 |  | $    | 55,535 |      |  | $ | 4,403 |   |  | $ | 3,316 |  
|Service cost                                   |  |         | 687    |                 |  |      | 579    |      |  |   | 434   |   |  |   | 337   |  
|Interest cost                                  |  |         | 4,320  |                 |  |      | 4,235  |      |  |   | 306   |   |  |   | 233   |  
|Amendments                                     |  |         |       |                 |  |      |       |      |  |   |      |   |  |   | 182   |  
|Actuarial loss                                 |  |         | 7,915  |                 |  |      | 1,193  |      |  |   | 371   |   |  |   | 590   |  
|Benefits paid                                  |  |         | (2,496 | )               |  |      | (2,648 | )    |  |   | (383  | ) |  |   | (255  | )
|                                               |  |         |        |                 |  |      |        |      |  |   |       |   |  |   |       |  
|Benefit obligation at end of year              |  | $       | 69,320 |                 |  | $    | 58,894 |      |  | $ | 5,131 |   |  | $ | 4,403 |  
|                                               |  |         |        |                 |  |      |        |      |  |   |       |   |  |   |       |  
|Change in plan assets:                         |  |         |        |                 |  |      |        |      |  |   |       |   |  |   |       |  
|Fair value of plan assets at beginning of year |  | $       | 42,144 |                 |  | $    | 43,698 |      |  | $ |      |   |  | $ |      |  
|Return on plan assets                          |  |         | (5,443 | )               |  |      | 915    |      |  |   |      |   |  |   |      |  
|Company contribution                           |  |         | 179    |                 |  |      | 179    |      |  |   | 383   |   |  |   | 255   |  
|Benefits paid                                  |  |         | (2,496 | )               |  |      | (2,648 | )    |  |   | (383  | ) |  |   | (255  | )
|                                               |  |         |        |                 |  |      |        |      |  |   |       |   |  |   |       |  
|Fair value of plan assets at end of year       |  | $       | 34,384 |                 |  | $    | 42,144 |      |  | $ |      |   |  | $ |      |  
|                                               |  |         |        |                 |  |      |        |      |  |   |       |   |  |   |       |  

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The funded status of the plans were as follows:

|                                        |  |         |         |                 |  |      |         |      |  |   |        |   |  |   |        |  
|--------------------------------------- |  | ------- | ------- | --------------- |  | ---- | ------- | ---- |  | - | ------ | - |  | - | ------ | -
|                                        |  | Pension |         | Post Retirement
|                                        |  |         |         |                
|                                        |  | 2003    |         | 2002            |  | 2003 |         | 2002
|                                        |  |         |         |                 |  |      |         |     
|Funded status of the plan (underfunded) |  | $       | (34,936 | )               |  | $    | (16,750 | )    |  | $ | (5,131 | ) |  | $ | (4,403 | )
|Unrecognized net actuarial loss         |  |         | 27,622  |                 |  |      | 11,168  |      |  |   | 901    |   |  |   | 365    |  
|Unrecognized prior service cost         |  |         | 1,505   |                 |  |      | 1,876   |      |  |   | 174    |   |  |   | 182    |  
|                                        |  |         |         |                 |  |      |         |      |  |   |        |   |  |   |        |  
|Benefit obligation at end of year       |  | $       | (5,809  | )               |  | $    | (3,706  | )    |  | $ | (4,056 | ) |  | $ | (3,856 | )
|                                        |  |         |         |                 |  |      |         |      |  |   |        |   |  |   |        |  

|                                     |  |         |         |                 |  |      |         |      |  |   |        |   |  |   |        |  
|------------------------------------ |  | ------- | ------- | --------------- |  | ---- | ------- | ---- |  | - | ------ | - |  | - | ------ | -
|                                     |  | Pension |         | Post Retirement
|                                     |  |         |         |                
|                                     |  | 2003    |         | 2002            |  | 2003 |         | 2002
|                                     |  |         |         |                 |  |      |         |     
|Accrued benefit liability            |  | $       | (30,824 | )               |  | $    | (12,428 | )    |  | $ | (4,056 | ) |  | $ | (3,856 | )
|Intangible asset                     |  |         | 1,505   |                 |  |      | 531     |      |  |   |       |   |  |   |       |  
|Accumulated other comprehensive loss |  |         | 23,510  |                 |  |      | 8,191   |      |  |   |       |   |  |   |       |  
|                                     |  |         |         |                 |  |      |         |      |  |   |        |   |  |   |        |  
|Net amount recognized                |  | $       | (5,809  | )               |  | $    | (3,706  | )    |  | $ | (4,056 | ) |  | $ | (3,856 | )
|                                     |  |         |         |                 |  |      |         |      |  |   |        |   |  |   |        |  

The components of net pension benefit expense and assumptions used were as
follows:

|                                                    |  |      |        |      |  |      |        |   |  |   |        |  
|--------------------------------------------------- |  | ---- | ------ | ---- |  | ---- | ------ | - |  | - | ------ | -
|                                                    |  | 2003 |        | 2002 |  | 2001
|                                                    |  |      |        |      |  |     
|Service cost                                        |  | $    | 687    |      |  | $    | 579    |   |  | $ | 443    |  
|Interest cost                                       |  |      | 4320   |      |  |      | 4,235  |   |  |   | 3,990  |  
|Expected return on plan assets                      |  |      | (3,498 | )    |  |      | (3,850 | ) |  |   | (4,570 | )
|Recognized actuarial (gain)/loss                    |  |      | 403    |      |  |      | 259    |   |  |   | (117   | )
|Amortization of prior service cost                  |  |      | 370    |      |  |      | 370    |   |  |   | 370    |  
|                                                    |  |      |        |      |  |      |        |   |  |   |        |  
|Benefit cost                                        |  | $    | 2,282  |      |  | $    | 1,593  |   |  | $ | 116    |  
|                                                    |  |      |        |      |  |      |        |   |  |   |        |  
|Discount rate                                       |  |      | 6.50   | %    |  |      | 7.60   | % |  |   | 7.60   | %
|Expected return on plan assets                      |  |      | 8.50   | %    |  |      | 9.00   | % |  |   | 9.00   | %
|Rate of compensation increase for supplemental plan |  |      | 5.00   | %    |  |      | 5.00   | % |  |   | 5.00   | %

The components of net postretirement benefits costs were as follows:

|              |  |      |     |      |  |      |     |  |  |   |     |  
|------------- |  | ---- | --- | ---- |  | ---- | --- |  |  | - | --- | -
|              |  | 2003 |     | 2002 |  | 2001
|              |  |      |     |      |  |     
|Service cost  |  | $    | 434 |      |  | $    | 337 |  |  | $ | 272 |  
|Interest cost |  |      | 306 |      |  |      | 233 |  |  |   | 214 |  
|Other         |  |      | 8   |      |  |      |    |  |  |   | (24 | )
|              |  |      |     |      |  |      |     |  |  |   |     |  
|Benefit cost  |  | $    | 748 |      |  | $    | 570 |  |  | $ | 462 |  
|              |  |      |     |      |  |      |     |  |  |   |     |  

The Companys assumed healthcare cost trend rate is 10.00% for 2003, decreasing
gradually to 6.00% by 2014, and thereafter. The assumed healthcare cost trend
rate can have a significant effect on the amounts reported. However, a one
percentage point change in the assumed rate would not have a material effect on
the benefit obligation or expense. The Company provides certain postretirement
healthcare benefits for its non-union retirees and their eligible spouses. The
plans are contributory with retiree contributions adjusted annually and certain
other cost sharing features, such as deductibles and co-insurance.

The Company provides a defined contribution savings plan that allows 401(k)
contributions by employees who elect to participate and can satisfy minimum age
and annual service requirements. The Company matches a portion of employees
contributions and may make a discretionary annual contribution depending upon
the Companys profitability. Expense for the

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plan was $2.4 million in 2003, $3.7 million in 2002 and $3.4 million in 2001.
The Company had provided a defined contribution plan for employees of the
discontinued operation, for which expense was $0.2 million in 2001.

The Company also participates in a multi-employer plan that provides defined
benefits to its union employees. The Company expense for this plan amounted to
$1.3 million in 2003, $0.9 million in 2002 and $0.8 million in 2001.

NOTE 10 - DEBT

Long-term debt consisted of the following:

|                                       |               |   |         |      |      |   |         |      |  
|-------------------------------------- | ------------- | - | ------- | ---- | ---- | - | ------- | ---- | -
|                                       |               |   | 2003    |      | 2002
|                                       |               |   |         |      |     
|10.05% notes                           |               | $ | 12,678  |      |      | $ | 13,977  |     
|8.25% mortgage                         |               |   | 15,985  |      |      |   | 16,411  |     
|8.95% mortgage                         |               |   | 9,905   |      |      |   | 10,141  |     
|Revolving credit facility              |               |   | 41,000  |      |      |   | 28,000  |     
|8 7/8% senior subordinated notes       |               |   | 119,545 |      |      |   | 150,000 |     
|                                       | Less discount |   |         | (421 | )    |   |         | (652 | )
|7% convertible subordinated debentures |               |   |        |      |      |   | 19,909  |     
|Other                                  |               |   | 1,998   |      |      |   | 2,081   |     
|Less current maturities                |               |   | (2,542  | )    |      |   | (2,044  | )   
|                                       |               |   |         |      |      |   |         |     
|                                       |               | $ | 198,148 |      |      | $ | 237,823 |     
|                                       |               |   |         |      |      |   |         |     

The 10.05% notes are payable in monthly installments (principal and interest)
of $220,000 through 2009. Land and buildings with a net carrying amount of
$20.7 million are pledged as collateral for the notes.

The 8.25% mortgage is payable in monthly installments (principal and interest)
of $147,000 and matures in January 2010. The mortgage is secured by land and
buildings with a net carrying amount of $18.4 million.

The 8.95% mortgage is payable in monthly installments (principal and interest)
of $94,000 and matures in May 2010. The mortgage is secured by land and
buildings with a net carrying amount of $7.7 million.

The revolving credit facility permits total borrowings of $95.0 million.
Amounts borrowed are for terms selected by the Company at the time of
borrowing. Interest rates are based on LIBOR or floating prime rate, and
principal and interest are payable at maturity. Commitment fees of 0.5% are
paid on unused amounts. In March 2003, the revolving credit facility was
amended to extend the maturity date to February 2006. Per the amendment, land
and buildings with a net carrying amount of $49.6 million secure the credit
facility.

Interest on the 8 7/8% senior subordinated notes is payable semi-annually and
the principal matures in August 2007. The effective interest rate is 9.0%.
During 2003, the Company purchased $30.5 million of the notes on the open
market. The gain recognized from the retirement of the notes is included in
other non-operating income.

The 7% convertible subordinated debentures matured in February 2003, and were
retired with borrowings from the revolving credit facility.

At March 29, 2003, the fair market value of the Companys long-term debt was
approximately $187.0 million. The fair market value was estimated using quoted
market rates for publicly traded debt and current incremental borrowing rates
for non-public debt.

The revolving credit facility and senior subordinated notes both require
maintenance of minimum working capital and limit cash dividends, repurchases of
common stock, future indebtedness, lease obligations and disposition of assets.

The Company has a bank commitment for short-term borrowings of up to $3.0
million at rates based upon the then prevailing federal funds rate. At March
29, 2003, $1.7 million was borrowed against this commitment.

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Aggregate future principal payments of long-term debt outstanding at March 29,
2003 were:

|           |  |   |         |  |  |  |  | 
|---------- |  | - | ------- |  |  |  |  | 
|2004       |  | $ | 2,542   | 
|2005       |  |   | 2,375   | 
|2006       |  |   | 45,206  | 
|2007       |  |   | 2,868   | 
|2008       |  |   | 122,722 | 
|Thereafter |  |   | 25,398  | 

Interest expense consisted of:

|                           |  |      |        |      |  |      |        |  |  |   |        | 
|-------------------------- |  | ---- | ------ | ---- |  | ---- | ------ |  |  | - | ------ | 
|                           |  | 2003 |        | 2002 |  | 2001
|                           |  |      |        |      |  |     
|Long-term debt             |  | $    | 19,742 |      |  | $    | 20,159 |  |  | $ | 20,878 | 
|Capital lease obligations  |  |      | 3,518  |      |  |      | 2,317  |  |  |   | 1,781  | 
|Discontinued operation     |  |      |       |      |  |      | 782    |  |  |   | 1,656  | 
|Other                      |  |      | 10     |      |  |      | 47     |  |  |   | 82     | 
|                           |  |      |        |      |  |      |        |  |  |   |        | 
|Total interest expense     |  | $    | 23,270 |      |  | $    | 23,305 |  |  | $ | 24,397 | 
|                           |  |      |        |      |  |      |        |  |  |   |        | 
|Interest capitalized       |  | $    | 474    |      |  | $    | 744    |  |  | $ | 804    | 
|                           |  |      |        |      |  |      |        |  |  |   |        | 
|Cash payments for interest |  | $    | 23,472 |      |  | $    | 23,229 |  |  | $ | 24,433 | 
|                           |  |      |        |      |  |      |        |  |  |   |        | 

NOTE 11  LONG-TERM DEBT AND GUARANTOR SUBSIDIARIES

Other than three minor subsidiaries, all of the Companys subsidiaries (the
Guarantors) have fully and unconditionally guaranteed on a joint and several
basis the Companys obligations under the 8 7/8% senior subordinated notes.
The Guarantors are 100% wholly owned subsidiaries of the Company.

Statement of income for the year ended March 29, 2003:

|                                                                                           |  |        |        |              |  |           |           |               |  |   |        |   |  |   |           |  
|------------------------------------------------------------------------------------------ |  | ------ | ------ | ------------ |  | --------- | --------- | ------------- |  | - | ------ | - |  | - | --------- | -
|                                                                                           |  |        |        |              |  | Guarantor |           | Consolidating |  |   |        |  
|                                                                                           |  | Parent |        | subsidiaries |  | entries   |           | Total        
|                                                                                           |  |        |        |              |  |           |           |              
|Sales and other revenues                                                                   |  | $      | 4,994  |              |  | $         | 1,647,497 |               |  | $ | (4,957 | ) |  | $ | 1,647,534 |  
|Gains from sales of property                                                               |  |        | 1,938  |              |  |           | 6,263     |               |  |   |       |   |  |   | 8,201     |  
|                                                                                           |  |        |        |              |  |           |           |               |  |   |        |   |  |   |           |  
|Total revenues                                                                             |  |        | 6,932  |              |  |           | 1,653,760 |               |  |   | (4,957 | ) |  |   | 1,655,735 |  
|Cost of merchandise sold,
including warehousing and
transportation, excluding
depreciation |  |        |       |              |  |           | 1,163,157 |               |  |   |       |   |  |   | 1,163,157 |  
|                                                                                           |  |        |        |              |  |           |           |               |  |   |        |   |  |   |           |  
|Gross profit                                                                               |  |        | 6,932  |              |  |           | 490,603   |               |  |   | (4,957 | ) |  |   | 492,578   |  
|Selling, general and administrative                                                        |  |        | 2,988  |              |  |           | 447,449   |               |  |   | (4,957 | ) |  |   | 445,480   |  
|Depreciation                                                                               |  |        | 1,417  |              |  |           | 23,047    |               |  |   |       |   |  |   | 24,464    |  
|                                                                                           |  |        |        |              |  |           |           |               |  |   |        |   |  |   |           |  
|Operating income                                                                           |  |        | 2,527  |              |  |           | 20,107    |               |  |   |       |   |  |   | 22,634    |  
|Interest                                                                                   |  |        | 2,067  |              |  |           | 21,203    |               |  |   |       |   |  |   | 23,270    |  
|Other non-operating income                                                                 |  |        | (2,180 | )            |  |           |          |               |  |   |       |   |  |   | (2,180    | )
|                                                                                           |  |        |        |              |  |           |           |               |  |   |        |   |  |   |           |  
|Income from continuing operations
before income tax                                        |  |        | 2,640  |              |  |           | (1,096    | )             |  |   |       |   |  |   | 1,544     |  
|Income taxes                                                                               |  |        | 1,068  |              |  |           | 70        |               |  |   |       |   |  |   | 1,138     |  
|                                                                                           |  |        |        |              |  |           |           |               |  |   |        |   |  |   |           |  
|Income from continuing operations                                                          |  | $      | 1,572  |              |  | $         | (1,166    | )             |  | $ |       |   |  | $ | 406       |  
|                                                                                           |  |        |        |              |  |           |           |               |  |   |        |   |  |   |           |  

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Statement of income for the year ended March 30, 2002:

|                                                                                           |  |        |       |              |  |           |           |               |  |   |        |   |  |   |           | 
|------------------------------------------------------------------------------------------ |  | ------ | ----- | ------------ |  | --------- | --------- | ------------- |  | - | ------ | - |  | - | --------- | 
|                                                                                           |  |        |       |              |  | Guarantor |           | Consolidating |  |   |        |  
|                                                                                           |  | Parent |       | subsidiaries |  | entries   |           | Total        
|                                                                                           |  |        |       |              |  |           |           |              
|Sales and other revenues                                                                   |  | $      | 4,966 |              |  | $         | 1,636,645 |               |  | $ | (4,909 | ) |  | $ | 1,636,702 | 
|Gains from sales of property                                                               |  |        |      |              |  |           | 5,897     |               |  |   |       |   |  |   | 5,897     | 
|                                                                                           |  |        |       |              |  |           |           |               |  |   |        |   |  |   |           | 
|Total revenues                                                                             |  |        | 4,966 |              |  |           | 1,642,542 |               |  |   | (4,909 | ) |  |   | 1,642,599 | 
|Cost of merchandise sold,
including warehousing and
transportation, excluding
depreciation |  |        |      |              |  |           | 1,143,883 |               |  |   |       |   |  |   | 1,143,883 | 
|                                                                                           |  |        |       |              |  |           |           |               |  |   |        |   |  |   |           | 
|Gross profit                                                                               |  |        | 4,966 |              |  |           | 498,659   |               |  |   | (4,909 | ) |  |   | 498,716   | 
|Selling, general and administrative                                                        |  |        | 2,718 |              |  |           | 437,888   |               |  |   | (4,909 | ) |  |   | 435,697   | 
|Depreciation                                                                               |  |        | 1,316 |              |  |           | 21,567    |               |  |   |       |   |  |   | 22,883    | 
|                                                                                           |  |        |       |              |  |           |           |               |  |   |        |   |  |   |           | 
|Operating income                                                                           |  |        | 932   |              |  |           | 39,204    |               |  |   |       |   |  |   | 40,136    | 
|Interest                                                                                   |  |        | 1,903 |              |  |           | 20,620    |               |  |   |       |   |  |   | 22,523    | 
|                                                                                           |  |        |       |              |  |           |           |               |  |   |        |   |  |   |           | 
|Income from continuing operations
before income tax                                        |  |        | (971  | )            |  |           | 18,584    |               |  |   |       |   |  |   | 17,613    | 
|Income taxes                                                                               |  |        | (321  | )            |  |           | 6,393     |               |  |   |       |   |  |   | 6,072     | 
|                                                                                           |  |        |       |              |  |           |           |               |  |   |        |   |  |   |           | 
|Income from continuing operations                                                          |  | $      | (650  | )            |  | $         | 12,191    |               |  | $ |       |   |  | $ | 11,541    | 
|                                                                                           |  |        |       |              |  |           |           |               |  |   |        |   |  |   |           | 

Statement of income for the year ended March 31,2001:

|                                                                                           |  |        |        |              |  |           |           |               |  |   |        |   |  |   |           | 
|------------------------------------------------------------------------------------------ |  | ------ | ------ | ------------ |  | --------- | --------- | ------------- |  | - | ------ | - |  | - | --------- | 
|                                                                                           |  |        |        |              |  | Guarantor |           | Consolidating |  |   |        |  
|                                                                                           |  | Parent |        | subsidiaries |  | entries   |           | Total        
|                                                                                           |  |        |        |              |  |           |           |              
|Sales and other revenues                                                                   |  | $      | 5,253  |              |  | $         | 1,542,125 |               |  | $ | (5,206 | ) |  | $ | 1,542,172 | 
|Gains from sales of property                                                               |  |        | 674    |              |  |           | 3,057     |               |  |   |       |   |  |   | 3,731     | 
|                                                                                           |  |        |        |              |  |           |           |               |  |   |        |   |  |   |           | 
|Total revenues                                                                             |  |        | 5,927  |              |  |           | 1,545,182 |               |  |   | (5,206 | ) |  |   | 1,545,903 | 
|Cost of merchandise sold,
including warehousing and
transportation, excluding
depreciation |  |        |       |              |  |           | 1,082,581 |               |  |   |       |   |  |   | 1,082,581 | 
|                                                                                           |  |        |        |              |  |           |           |               |  |   |        |   |  |   |           | 
|Gross profit                                                                               |  |        | 5,927  |              |  |           | 462,601   |               |  |   | (5,206 | ) |  |   | 463,322   | 
|Selling, general and administrative                                                        |  |        | 2,459  |              |  |           | 402,222   |               |  |   | (5,206 | ) |  |   | 399,475   | 
|Depreciation                                                                               |  |        | 1,718  |              |  |           | 22,682    |               |  |   |       |   |  |   | 24,400    | 
|                                                                                           |  |        |        |              |  |           |           |               |  |   |        |   |  |   |           | 
|Operating income                                                                           |  |        | 1,750  |              |  |           | 37,697    |               |  |   |       |   |  |   | 39,447    | 
|Interest                                                                                   |  |        | 1,896  |              |  |           | 20,845    |               |  |   |       |   |  |   | 22,741    | 
|Other non-operating income                                                                 |  |        | 911    |              |  |           |          |               |  |   |       |   |  |   | 911       | 
|                                                                                           |  |        |        |              |  |           |           |               |  |   |        |   |  |   |           | 
|Income from continuing operations
before income tax                                        |  |        | (1,057 | )            |  |           | 16,852    |               |  |   |       |   |  |   | 15,795    | 
|Income taxes                                                                               |  |        | (345   | )            |  |           | 5,494     |               |  |   |       |   |  |   | 5,149     | 
|                                                                                           |  |        |        |              |  |           |           |               |  |   |        |   |  |   |           | 
|Income from continuing operations                                                          |  | $      | (712   | )            |  | $         | 11,358    |               |  | $ |       |   |  | $ | 10,646    | 
|                                                                                           |  |        |        |              |  |           |           |               |  |   |        |   |  |   |           | 

27



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Balance sheet as of March 29, 2003:

|                                                         |                             |   |          |         |              |   |           |         |  |   |         |         | 
|-------------------------------------------------------- | --------------------------- | - | -------- | ------- | ------------ | - | --------- | ------- |  | - | ------- | ------- | 
|                                                         |                             |   |          |         |              |   | Guarantor |         |  |   |        
|                                                         |                             |   | Parent   |         | subsidiaries |   | Total    
|                                                         |                             |   |          |         |              |   |          
|Assets                                                   |                             |   |          |         |              |   |           |         |  |   |         |        
|Current assets:                                          |                             |   |          |         |              |   |           |         |  |   |         |        
|Cash and equivalents                                     |                             | $ |         |         |              | $ | 28,313    |         |  | $ | 28,313  |        
|Accounts receivable                                      |                             |   |         |         |              |   | 27,203    |         |  |   | 27,203  |        
|                                                         |                             |   |          |         |              |   |           |         |  |   |         |        
|Inventories                                              |                             |   |         |         |              |   | 130,297   |         |  |   | 130,297 |        
|Prepaid expenses                                         |                             |   |         |         |              |   | 5,731     |         |  |   | 5,731   |        
|                                                         |                             |   |          |         |              |   |           |         |  |   |         |        
|Total current assets                                     |                             |   |         |         |              |   | 191,544   |         |  |   | 191,544 |        
|Property and equipment, less allowances for
depreciation |                             |   | 33,777   |         |              |   | 277,692   |         |  |   | 311,469 |        
|Other assets                                             |                             |   | 4,484    |         |              |   | 41,825    |         |  |   | 46,309  |        
|                                                         |                             |   |          |         |              |   |           |         |  |   |         |        
|                                                         |                             | $ | 38,261   |         |              | $ | 511,061   |         |  | $ | 549,322 |        
|                                                         |                             |   |          |         |              |   |           |         |  |   |         |        
|Liabilities and Shareholders Equity                     |                             |   |          |         |              |   |           |         |  |   |         |        
|Current liabilities:                                     |                             |   |          |         |              |   |           |         |  |   |         |        
|Notes payable to bank                                    |                             | $ |         |         |              | $ | 1,700     |         |  | $ | 1,700   |        
|Accounts payable                                         |                             |   |         |         |              |   | 71,883    |         |  |   | 71,883  |        
|Accrued liabilities                                      |                             |   | 6,559    |         |              |   | 43,106    |         |  |   | 49,665  |        
|Current maturities of long-term liabilities              |                             |   | 1,435    |         |              |   | 2,017     |         |  |   | 3,452   |        
|                                                         |                             |   |          |         |              |   |           |         |  |   |         |        
|                                                         | Total current liabilities   |   |          | 7,994   |              |   |           | 118,706 |  |   |         | 126,700 | 
|Long-term liabilities:                                   |                             |   |          |         |              |   |           |         |  |   |         |        
|Long-term debt                                           |                             |   | 130,367  |         |              |   | 67,781    |         |  |   | 198,148 |        
|Capital lease obligations                                |                             |   |         |         |              |   | 29,009    |         |  |   | 29,009  |        
|                                                         |                             |   |          |         |              |   |           |         |  |   |         |        
|                                                         | Total long-term liabilities |   |          | 130,367 |              |   |           | 96,790  |  |   |         | 227,157 | 
|Deferred items:                                          |                             |   |          |         |              |   |           |         |  |   |         |        
|Income taxes                                             |                             |   | 9,606    |         |              |   |          |         |  |   | 9,606   |        
|Pension and post-retirement benefits                     |                             |   | 36,766   |         |              |   | 4,058     |         |  |   | 40,824  |        
|Other                                                    |                             |   | 61       |         |              |   | 17,165    |         |  |   | 17,226  |        
|                                                         |                             |   |          |         |              |   |           |         |  |   |         |        
|                                                         | Total deferred items        |   |          | 46,433  |              |   |           | 21,223  |  |   |         | 67,656  | 
|Amounts due parent from subsidiaries                     |                             |   | (156,787 | )       |              |   | 156,787   |         |  |   |        |        
|Shareholders Equity:                                    |                             |   |          |         |              |   |           |         |  |   |         |        
|Common stock, Classes A and B                            |                             |   | 26,439   |         |              |   |          |         |  |   | 26,439  |        
|Retained earnings                                        |                             |   | 14,356   |         |              |   | 117,555   |         |  |   | 131,911 |        
|Cost of common stock in treasury                         |                             |   | (14,928  | )       |              |   |          |         |  |   | (14,928 | )      
|Deferred cost  restricted stock                         |                             |   | (54      | )       |              |   |          |         |  |   | (54     | )      
|Notes receivable  stock options                         |                             |   | (175     | )       |              |   |          |         |  |   | (175    | )      
|Accumulated other comprehensive loss                     |                             |   | (15,384  | )       |              |   |          |         |  |   | (15,384 | )      
|                                                         |                             |   |          |         |              |   |           |         |  |   |         |        
|                                                         | Total shareholders equity  |   |          | 10,254  |              |   |           | 117,555 |  |   |         | 127,809 | 
|                                                         |                             |   |          |         |              |   |           |         |  |   |         |        
|                                                         |                             | $ | 38,261   |         |              | $ | 511,061   |         |  | $ | 549,322 |        
|                                                         |                             |   |          |         |              |   |           |         |  |   |         |        

28



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Balance sheet as of March 30, 2002:

|                                                         |                                             |                             |          |         |         |              |         |           |         |   |         |         |         | 
|-------------------------------------------------------- | ------------------------------------------- | --------------------------- | -------- | ------- | ------- | ------------ | ------- | --------- | ------- | - | ------- | ------- | ------- | 
|                                                         |                                             |                             |          |         |         |              |         | Guarantor |         |   |         |        
|                                                         |                                             |                             |          | Parent  |         | subsidiaries |         | Total    
|                                                         |                                             |                             |          |         |         |              |         |          
|Assets                                                   |                                             |                             |          |         |         |              |         |           |         |   |         |        
|Current Assets:                                          |                                             |                             |          |         |         |              |         |           |         |   |         |        
|                                                         | Cash and equivalents                        |                             | $        |        |         |              | $       | 37,516    |         |   | $       | 37,516  |        
|                                                         | Accounts receivable                         |                             |          |        |         |              |         | 33,613    |         |   |         | 33,613  |        
|                                                         | Inventories                                 |                             |          |        |         |              |         | 132,940   |         |   |         | 132,940 |        
|                                                         | Prepaid expenses                            |                             |          |        |         |              |         | 7,639     |         |   |         | 7,639   |        
|                                                         | Income taxes recoverable                    |                             |          | 261     |         |              |         | 760       |         |   |         | 1,021   |        
|                                                         |                                             |                             |          |         |         |              |         |           |         |   |         |        
|Total current assets                                     |                                             |                             | 261      |         |         |              | 212,468 |           |         |   | 212,729 |        
|Property and equipment, less allowances for
depreciation |                                             |                             | 34,530   |         |         |              | 284,120 |           |         |   | 318,650 |        
|Other assets                                             |                                             |                             | 5,481    |         |         |              | 46,370  |           |         |   | 51,851  |        
|                                                         |                                             |                             |          |         |         |              |         |           |         |   |         |        
|                                                         |                                             | $                           | 40,272   |         |         | $            | 542,958 |           |         | $ | 583,230 |        
|                                                         |                                             |                             |          |         |         |              |         |           |         |   |         |        
|Liabilities and Shareholders Equity                     |                                             |                             |          |         |         |              |         |           |         |   |         |        
|Current liabilities:                                     |                                             |                             |          |         |         |              |         |           |         |   |         |        
|                                                         | Notes payable to bank                       |                             | $        |        |         |              | $       | 1,300     |         |   | $       | 1,300   |        
|                                                         | Accounts payable                            |                             |          |        |         |              |         | 71,640    |         |   |         | 71,640  |        
|                                                         | Accrued liabilities                         |                             |          | 8,202   |         |              |         | 44,620    |         |   |         | 52,822  |        
|                                                         | Current maturities of long-term liabilities |                             |          | 1,299   |         |              |         | 1,428     |         |   |         | 2,727   |        
|                                                         |                                             |                             |          |         |         |              |         |           |         |   |         |        
|                                                         |                                             | Total current liabilities   |          |         | 9,501   |              |         |           | 118,988 |   |         |         | 128,489 | 
|Long-term liabilities:                                   |                                             |                             |          |         |         |              |         |           |         |   |         |        
|                                                         | Long-term debt                              |                             |          | 162,026 |         |              |         | 75,797    |         |   |         | 237,823 |        
|                                                         | Capital lease obligations                   |                             |          |        |         |              |         | 25,933    |         |   |         | 25,933  |        
|                                                         |                                             |                             |          |         |         |              |         |           |         |   |         |        
|                                                         |                                             | Total long-term liabilities |          |         | 162,026 |              |         |           | 101,730 |   |         |         | 263,756 | 
|Deferred items:                                          |                                             |                             |          |         |         |              |         |           |         |   |         |        
|                                                         | Income taxes                                |                             |          | 16,472  |         |              |         |          |         |   |         | 16,472  |        
|                                                         | Pension and post-retirement benefits        |                             |          | 17,245  |         |              |         | 3,618     |         |   |         | 20,863  |        
|                                                         | Other                                       |                             |          | 124     |         |              |         | 12,729    |         |   |         | 12,853  |        
|                                                         |                                             |                             |          |         |         |              |         |           |         |   |         |        
|                                                         |                                             | Total deferred items        |          |         | 33,841  |              |         |           | 16,347  |   |         |         | 50,188  | 
|Amounts due parent from subsidiaries                     |                                             |                             | (187,032 | )       |         |              | 187,032 |           |         |   |        |        
|Shareholders Equity:                                    |                                             |                             |          |         |         |              |         |           |         |   |         |        
|                                                         | Common stock, Classes A and B               |                             |          | 26,403  |         |              |         |          |         |   |         | 26,403  |        
|                                                         | Retained earnings                           |                             |          | 16,673  |         |              |         | 118,861   |         |   |         | 135,534 |        
|                                                         | Cost of common stock in treasury            |                             |          | (14,509 | )       |              |         |          |         |   |         | (14,509 | )      
|                                                         | Deferred cost  restricted stock            |                             |          | (270    | )       |              |         |          |         |   |         | (270    | )      
|                                                         | Notes receivable  stock options            |                             |          | (1,037  | )       |              |         |          |         |   |         | (1,037  | )      
|                                                         | Accumulated other comprehensive loss        |                             |          | (5,324  | )       |              |         |          |         |   |         | (5,324  | )      
|                                                         |                                             |                             |          |         |         |              |         |           |         |   |         |        
|                                                         |                                             | Total shareholders equity  |          |         | 21,936  |              |         |           | 118,861 |   |         |         | 140,797 | 
|                                                         |                                             |                             |          |         |         |              |         |           |         |   |         |        
|                                                         |                                             | $                           | 40,272   |         |         | $            | 542,958 |           |         | $ | 583,230 |        
|                                                         |                                             |                             |          |         |         |              |         |           |         |   |         |        

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Statement of cash flows for the year ended March 29, 2003:

|                                                     |  |        |         |              |  |           |         |   |  |   |          |  
|---------------------------------------------------- |  | ------ | ------- | ------------ |  | --------- | ------- | - |  | - | -------- | -
|                                                     |  |        |         |              |  | Guarantor |         |   |  |  
|                                                     |  | Parent |         | subsidiaries |  | Total    
|                                                     |  |        |         |              |  |          
|Net cash provided by operating activities            |  | $      | 35,637  |              |  | $         | 2,715   |   |  | $ | 38,352   |  
|Net cash used for investing activities               |  |        | (224    | )            |  |           | (37,875 | ) |  |   | (38,099  | )
|Financing activities                                 |  |        |         |              |  |           |         |   |  |   |          |  
|Proceeds of short-term borrowings                    |  |        |        |              |  |           | 400     |   |  |   | 400      |  
|Proceeds of long-term borrowings                     |  |        |        |              |  |           | 76,000  |   |  |   | 76,000   |  
|Proceeds of sale leaseback/capital lease
obligations |  |        |        |              |  |           | 34,537  |   |  |   | 34,537   |  
|Repayments of long-term debt and capital
leases      |  |        | (31,523 | )            |  |           | (84,520 | ) |  |   | (116,043 | )
|Purchase of common stock for treasury                |  |        | (643    | )            |  |           |        |   |  |   | (643     | )
|Cash dividends paid                                  |  |        | (3,506  | )            |  |           |        |   |  |   | (3,506   | )
|Other financing activities                           |  |        | 259     |              |  |           | (460    | ) |  |   | (201     | )
|                                                     |  |        |         |              |  |           |         |   |  |   |          |  
|Net cash provided by (used for) financing
activities |  |        | (35,413 | )            |  |           | 25,957  |   |  |   | (9,456   | )
|                                                     |  |        |         |              |  |           |         |   |  |   |          |  
|Net decrease in cash and equivalents                 |  | $      |        |              |  | $         | (9,203  | ) |  | $ | (9,203   | )
|Cash and equivalents at beginning of period          |  |        |        |              |  |           | 37,516  |   |  |   | 37,516   |  
|                                                     |  |        |         |              |  |           |         |   |  |   |          |  
|Cash and equivalents at end of period                |  | $      |        |              |  | $         | 28,313  |   |  | $ | 28,313   |  
|                                                     |  |        |         |              |  |           |         |   |  |   |          |  

Statement of cash flows for the year ended March 30, 2002:

|                                                     |  |        |        |              |  |           |         |   |  |   |         |  
|---------------------------------------------------- |  | ------ | ------ | ------------ |  | --------- | ------- | - |  | - | ------- | -
|                                                     |  |        |        |              |  | Guarantor |         |   |  |  
|                                                     |  | Parent |        | subsidiaries |  | Total    
|                                                     |  |        |        |              |  |          
|Net cash provided by operating activities            |  | $      | 9,289  |              |  | $         | 28,376  |   |  | $ | 37,665  |  
|Net cash used for investing activities               |  | $      | (2,182 | )            |  | $         | (47,579 | ) |  | $ | (49,761 | )
|Financing activities                                 |  |        |        |              |  |           |         |   |  |   |         |  
|Proceeds of short-term borrowings                    |  |        |       |              |  |           | 1,300   |   |  |   | 1,300   |  
|Proceeds of long-term borrowings                     |  |        |       |              |  |           | 28,000  |   |  |   | 28,000  |  
|Proceeds of sale leaseback/capital lease
obligations |  |        |       |              |  |           | 33,594  |   |  |   | 33,594  |  
|Repayments of long-term debt and capital
leases      |  |        | (1,054 | )            |  |           | (37,432 | ) |  |   | (38,486 | )
|Purchase of common stock for treasury                |  |        | (3,368 | )            |  |           |        |   |  |   | (3,368  | )
|Cash dividends paid                                  |  |        | (3,537 | )            |  |           |        |   |  |   | (3,537  | )
|Other financing activities                           |  |        | 852    |              |  |           |        |   |  |   | 852     |  
|                                                     |  |        |        |              |  |           |         |   |  |   |         |  
|Net cash provided by (used for) financing
activities |  |        | (7,107 | )            |  |           | 25,462  |   |  |   | 18,355  |  
|                                                     |  |        |        |              |  |           |         |   |  |   |         |  
|Net increase in cash and equivalents                 |  | $      |       |              |  | $         | 6,259   |   |  | $ | 6,259   |  
|Cash and equivalents at beginning of period          |  |        |       |              |  |           | 31,257  |   |  |   | 31,257  |  
|                                                     |  |        |        |              |  |           |         |   |  |   |         |  
|Cash and equivalents at end of period                |  | $      |       |              |  | $         | 37,516  |   |  | $ | 37,516  |  
|                                                     |  |        |        |              |  |           |         |   |  |   |         |  

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Statement of cash flows for the year ended March 31, 2001:

|                                                     |  |        |         |              |  |           |         |   |  |   |         |  
|---------------------------------------------------- |  | ------ | ------- | ------------ |  | --------- | ------- | - |  | - | ------- | -
|                                                     |  |        |         |              |  | Guarantor |         |   |  |  
|                                                     |  | Parent |         | subsidiaries |  | Total    
|                                                     |  |        |         |              |  |          
|Net cash provided by operating activities            |  | $      | 25,363  |              |  | $         | 20,504  |   |  | $ | 45,867  |  
|Net
cash provided by (used for) investing activities |  | $      | 1,718   |              |  | $         | (65,685 | ) |  | $ | (63,967 | )
|Financing activities                                 |  |        |         |              |  |           |         |   |  |   |         |  
|Repayments of short-term borrowings                  |  |        |        |              |  |           | (10,000 | ) |  |   | (10,000 | )
|Proceeds of long-term borrowings                     |  |        |        |              |  |           | 66,011  |   |  |   | 66,011  |  
|Proceeds of sales leaseback/capital lease
obligation |  |        |        |              |  |           | 31,577  |   |  |   | 31,577  |  
|Repayments of long-term debt and
capital leases      |  |        | (19,640 | )            |  |           | (42,585 | ) |  |   | (62,225 | )
|Purchase of common stock for treasury                |  |        | (4,036  | )            |  |           |        |   |  |   | (4,036  | )
|Cash dividends paid                                  |  |        | (3,651  | )            |  |           |        |   |  |   | (3,651  | )
|Other financing activities                           |  |        | 246     |              |  |           |        |   |  |   | 246     |  
|                                                     |  |        |         |              |  |           |         |   |  |   |         |  
|Net cash provided by (used for) financing
activities |  |        | (27,081 | )            |  |           | 45,003  |   |  |   | 17,922  |  
|                                                     |  |        |         |              |  |           |         |   |  |   |         |  
|Net decrease in cash and equivalents                 |  |        |        |              |  |           | (178    | ) |  |   | (178    | )
|Cash and equivalents at beginning of period          |  |        |        |              |  |           | 31,435  |   |  |   | 31,435  |  
|                                                     |  |        |         |              |  |           |         |   |  |   |         |  
|Cash and equivalents at end of period                |  | $      |        |              |  | $         | 31,257  |   |  | $ | 31,257  |  
|                                                     |  |        |         |              |  |           |         |   |  |   |         |  

NOTE 12 - LEASES

Of the Companys 286 retail stores, 190 are leased under commercial lease
agreements providing for initial terms generally from 15 to 20 years with
options to extend the initial terms up to an additional 20 years. The Company
also leases a portion of its transportation and store equipment for periods of
three to eight years plus renewal and purchase options. Capitalized lease
property consisted of store facilities having a net carrying cost of $26.2
million at March 29, 2003 and $23.9 million at March 30, 2002.

Future minimum lease payments for capital and operating leases with terms in
excess of one year, and the present value of capital lease obligations, at
March 29, 2003 were as follows:

|                                            |                               |   |         |        |           |   |         |  | 
|------------------------------------------- | ----------------------------- | - | ------- | ------ | --------- | - | ------- |  | 
|                                            |                               |   | Capital |        | Operating
|                                            |                               |   | Leases  |        | Leases   
|2004                                        |                               | $ | 4,428   |        |           | $ | 31,684  | 
|2005                                        |                               |   | 4,418   |        |           |   | 29,104  | 
|2006                                        |                               |   | 4,385   |        |           |   | 30,205  | 
|2007                                        |                               |   | 4,398   |        |           |   | 21,791  | 
|2008                                        |                               |   | 4,398   |        |           |   | 18,147  | 
|Thereafter                                  |                               |   | 42,717  |        |           |   | 130,696 | 
|                                            |                               |   |         |        |           |   |         | 
|                                            |                               |   | 64,744  |        |           | $ | 261,627 | 
|                                            |                               |   |         |        |           |   |         | 
|Less:                                       |                               |   |         |        |           |   |         | 
|                                            | Amounts representing interest |   |         | 34,825 |           |   |         |  | 
|                                            |                               |   |         |        |           |   |         | 
|Present value of net minimum lease payments |                               | $ | 29,919  |        |           |   |         | 
|                                            |                               |   |         |        |           |   |         | 

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Minimum annual lease payments will be reduced by $2.2 million from future
sublease rentals due over the term of the subleases.

Rental expense consisted of:

|                       |  |      |        |      |  |      |        |   |  |   |        |  
|---------------------- |  | ---- | ------ | ---- |  | ---- | ------ | - |  | - | ------ | -
|                       |  | 2003 |        | 2002 |  | 2001
|                       |  |      |        |      |  |     
|Minimum rentals        |  | $    | 37,224 |      |  | $    | 30,458 |   |  | $ | 27,912 |  
|Contingent rentals     |  |      | 193    |      |  |      | 152    |   |  |   | 87     |  
|Sublease rental income |  |      | (1,514 | )    |  |      | (1,474 | ) |  |   | (1,732 | )
|                       |  |      |        |      |  |      |        |   |  |   |        |  
|                       |  | $    | 35,903 |      |  | $    | 29,136 |   |  | $ | 26,267 |  

NOTE 13 - INCOME TAXES

The components of deferred tax assets and liabilities were as follows:

|                           |                                                   |                                |         |         |         |      |         |         |         |  
|-------------------------- | ------------------------------------------------- | ------------------------------ | ------- | ------- | ------- | ---- | ------- | ------- | ------- | -
|                           |                                                   |                                |         | 2003    |         | 2002
|                           |                                                   |                                |         |         |         |     
|Deferred tax assets:       |                                                   |                                |         |         |         |      |         |        
|                           | Compensation and benefit accruals                 |                                | $       | 14,306  |         |      | $       | 7,087   |        
|                           | Self insurance reserves                           |                                |         | 767     |         |      |         | 746     |        
|                           | Other                                             |                                |         | 5,421   |         |      |         | 6,417   |        
|                           |                                                   |                                |         |         |         |      |         |        
|                           |                                                   | Total deferred tax assets      |         |         | 20,494  |      |         |         | 14,250  |  
|Deferred tax liabilities:  |                                                   |                                |         |         |         |      |         |        
|                           | Property and equipment, including leased property |                                |         | (26,979 | )       |      |         | (26,240 | )      
|                           | Prepaid employee benefits                         |                                |         | (79     | )       |      |         | (1,173  | )      
|                           | Inventory                                         |                                |         | (5,233  | )       |      |         | (6,929  | )      
|                           | Other                                             |                                |         | (2,579  | )       |      |         | (1,627  | )      
|                           |                                                   |                                |         |         |         |      |         |        
|                           |                                                   | Total deferred tax liabilities |         |         | (34,870 | )    |         |         | (35,969 | )
|                           |                                                   |                                |         |         |         |      |         |        
|Net deferred tax liability |                                                   | $                              | (14,376 | )       |         | $    | (21,719 | )      
|                           |                                                   |                                |         |         |         |      |         |        

Income tax expense consisted of the following:

|                   |       |   |        |     |      |   |       |     |   |   |       |    | 
|------------------ | ----- | - | ------ | --- | ---- | - | ----- | --- | - | - | ----- | -- | 
|                   |       |   | 2003   |     | 2002 |   | 2001 
|                   |       |   |        |     |      |   |      
|Current  Federal  |       | $ | 3,000  |     |      | $ | 419   |     |   | $ | 3,154 |   
|                   | State |   |        | 137 |      |   |       | (43 | ) |   |       | 85 | 
|Deferred  Federal |       |   | (1,947 | )   |      |   | 5,678 |     |   |   | 1,890 |   
|                   | State |   |        | (52 | )    |   |       | 18  |   |   |       | 20 | 
|                   |       |   |        |     |      |   |       |     |   |   |       |   
|                   |       | $ | 1,138  |     |      | $ | 6,072 |     |   | $ | 5,149 |   
|                   |       |   |        |     |      |   |       |     |   |   |       |   
|Cash payments      |       | $ | 1,272  |     |      | $ | 1,567 |     |   | $ | 3,145 |   
|                   |       |   |        |     |      |   |       |     |   |   |       |   

A reconciliation of income tax expense is as follows:

|                                    |  |      |       |      |  |      |       |   |  |   |       |  
|----------------------------------- |  | ---- | ----- | ---- |  | ---- | ----- | - |  | - | ----- | -
|                                    |  | 2003 |       | 2002 |  | 2001
|                                    |  |      |       |      |  |     
|Federal statutory tax rate          |  | $    | 541   |      |  | $    | 6,145 |   |  | $ | 5,529 |  
|State and local, net of federal tax |  |      | 55    |      |  |      | (19   | ) |  |   | 68    |  
|Other                               |  |      | 542   |      |  |      | (54   | ) |  |   | (448  | )
|                                    |  |      |       |      |  |      |       |   |  |   |       |  
|Total income tax expense            |  | $    | 1,138 |      |  | $    | 6,072 |   |  | $ | 5,149 |  
|                                    |  |      |       |      |  |      |       |   |  |   |       |  

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NOTE 14 - SHAREHOLDERS EQUITY AND EMPLOYEE STOCK PLANS

COMMON STOCK

Class A Common Stock has one vote per share; Class B Common Stock is non-voting
except with respect to certain matters affecting the rights and preferences of
that class. Each class is entitled to equal per share dividends and
consideration in any merger, consolidation or liquidation of the Company. A
person who acquires 10% or more of outstanding Class A Common Stock without
acquiring a like percentage of Class B Common Stock must make a public tender
offer to acquire additional Class B Common Stock. Failure to do so results in
suspension of the voting rights of the Class A Common Stock held by such
person.

CHANGES IN SHARES OUTSTANDING

Changes in shares issued and treasury shares during the three years ended March
29, 2003 were as follows:

|                                                             |                          |  |         |     |         |  |       |     |  
|------------------------------------------------------------ | ------------------------ |  | ------- | --- | ------- |  | ----- | --- | -
|                                                             |                          |  | Class A |     | Class B
|                                                             |                          |  |         |     |        
|Issued shares:                                               |                          |  |         |     |         |  |       |    
|Balance at March 31, 2001, March 30, 2002 and March 29, 2003 |                          |  | 4,695   |     |         |  | 5,265 |    
|                                                             |                          |  |         |     |         |  |       |    
|Treasury shares:                                             |                          |  |         |     |         |  |       |    
|Balance at April 1, 2000                                     |                          |  | 691     |     |         |  | 851   |    
|                                                             | Repurchase of shares     |  |         | 111 |         |  |       | 206 |  
|                                                             | Stock options exercised  |  |         | (36 | )       |  |       | (13 | )
|                                                             | Director stock purchases |  |         |    |         |  |       | (5  | )
|                                                             |                          |  |         |     |         |  |       |    
|Balance at March 31, 2001                                    |                          |  | 766     |     |         |  | 1,039 |    
|                                                             | Repurchase of shares     |  |         | 95  |         |  |       | 157 |  
|                                                             | Stock options exercised  |  |         | (3  | )       |  |       | (53 | )
|                                                             | Director stock purchases |  |         |    |         |  |       | (4  | )
|                                                             | Restricted stock grant   |  |         | (9  | )       |  |       |    |  
|                                                             |                          |  |         |     |         |  |       |    
|Balance at March 30, 2002                                    |                          |  | 849     |     |         |  | 1,139 |    
|                                                             | Repurchase of shares     |  |         | 35  |         |  |       | 12  |  
|                                                             | Stock options exercised  |  |         |    |         |  |       | (12 | )
|                                                             | Director stock purchases |  |         |    |         |  |       | (4  | )
|                                                             | Restricted stock grant   |  |         | (6  | )       |  |       |    |  
|                                                             |                          |  |         |     |         |  |       |    
|Balance at March 29, 2003                                    |                          |  | 878     |     |         |  | 1,135 |    
|                                                             |                          |  |         |     |         |  |       |    
|Net outstanding at March 29, 2003                            |                          |  | 3,817   |     |         |  | 4,130 |    
|                                                             |                          |  |         |     |         |  |       |    

STOCK OPTION PLANS AND SHARES RESERVED

The 1998 Stock Incentive Plan, as amended in 2002, reserves 1,500,000 shares of
common stock, in any combination of Class A and Class B, for the grant of stock
options, restricted stock and/or other stock-based awards. The option price for
any incentive stock option may not be less than 100% of the fair market value
of the Common Stock as of the date of grant and for any non-qualified stock
option may not be less than 85% of the fair market value as of the date of
grant. Options granted to date become exercisable pro-rata over three or
four-year periods beginning one year from the date of grant and expire 10 years
from date of grant.

The 1991 Employee Stock Incentive Plan (as amended in 1995) reserves 750,000
shares of common stock, in any combination of Class A and Class B, for the
grant of stock options, stock appreciation rights, restricted stock, deferred
stock, stock purchase rights and/or other stock-based awards. Grants of options
made under this plan are non-qualified. Substantially all grants were at the
market value of the underlying common stock at date of grant. They become
exercisable pro-rata over a four-year period beginning one year from date of
grant and expire 10 years from date of grant.

In December 1998, 65,000 shares of restricted Class A Common Stock were granted
under the 1998 Stock Incentive Plan and in September 1997, 150,750 shares of
restricted Class A Common Stock were granted under the 1991 Employee Stock

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Incentive Plan to certain key employees. The shares vested ratably on each of
the first four anniversaries of the date of grant and are subject to
restrictions on their sale or transfer.

The 1999 Outside Directors Stock Option Plan reserves 150,000 shares of common
stock, in any combination of Class A and Class B, for the grant of stock
options and restricted stock to non-employee directors. The Board of Directors
administers the plan and determines the terms and conditions of the awards,
subject to the terms of the plan. The option price may not be less than 85% of
the market value as of the date of the grant.

The 1992 Stock Option Plan for Outside Directors reserved 50,000 shares of
Class B Common Stock for the grant of stock options and restricted stock to
non-employee directors. The plan expired in August 2002. Options were granted
upon election of each of the directors by the shareholders at the market value
of the underlying common stock at date of grant. The options became exercisable
and restrictions lapsed in equal installments, on the date of each of the two
Annual Meetings following the date of grant and expire 10 years from date of
grant.

As of March 29, 2003, 97,675 shares in any combination of Class A and Class B
were reserved for future awards under the 1991 Plan, 110,451 shares in any
combination of Class A and Class B were reserved for future awards under the
1998 Plan, and 17,000 shares in any combination of Class A and Class B were
reserved for awards under the 1999 outside directors plan.

All equity compensation plans of the Company have been approved by its
shareholders. Following is summary information for options outstanding and
shares reserved for all plans:

|                                             |  |         |       |         |  |   |      | 
|-------------------------------------------- |  | ------- | ----- | ------- |  | - | ---- | 
|                                             |  | Class A |       | Class B
|                                             |  |         |       |        
|Shares to be issued
upon exercise of options |  |         | 1,358 |         |  |   | 551  | 
|Weighted average exercise price              |  | $       | 14.13 |         |  | $ | 9.91 | 
|Shares available for future issuance         |  |         | 225   | (a)     |  |   |     | 

(a) in any combination of Class A and Class B

A summary of the Companys stock option activity follows: (price is weighted
average; options are in thousands)

|                              |  |                |       |                 |  |       |       |         |  |   |       |  |  |  |     |  
|----------------------------- |  | -------------- | ----- | --------------- |  | ----- | ----- | ------- |  | - | ----- |  |  |  | --- | -
|                              |  | Class A Shares |       | Class B. Shares
|                              |  |                |       |                
|                              |  | Price          |       | Options         |  | Price |       | Options
|                              |  |                |       |                 |  |       |       |        
|Outstanding at
April 1, 2000  |  | $              | 14.26 |                 |  |       | 674   |         |  | $ | 12.25 |  |  |  | 297 |  
|Granted                       |  |                |      |                 |  |       |      |         |  |   | 9.80  |  |  |  | 362 |  
|Exercised                     |  |                | 13.81 |                 |  |       | (36   | )       |  |   | 13.81 |  |  |  | (14 | )
|Expired/forfeited             |  |                | 14.23 |                 |  |       | (9    | )       |  |   | 13.72 |  |  |  | (34 | )
|Outstanding at
March 31, 2001 |  |                | 14.29 |                 |  |       | 629   |         |  |   | 10.68 |  |  |  | 611 |  
|Granted                       |  |                | 13.17 |                 |  |       | 394   |         |  |   | 13.00 |  |  |  | 46  |  
|Exercised                     |  |                | 13.50 |                 |  |       | (15   | )       |  |   | 11.18 |  |  |  | (38 | )
|Expired/forfeited             |  |                | 14.14 |                 |  |       | (37   | )       |  |   | 10.32 |  |  |  | (31 | )
|Outstanding at
March 30, 2002 |  |                | 13.86 |                 |  |       | 971   |         |  |   | 9.93  |  |  |  | 588 |  
|Granted                       |  |                | 14.77 |                 |  |       | 453   |         |  |   |      |  |  |  |    |  
|Exercised                     |  |                |      |                 |  |       |      |         |  |   | 9.51  |  |  |  | (12 | )
|Expired/forfeited             |  |                | 14.51 |                 |  |       | (66   | )       |  |   | 10.44 |  |  |  | (25 | )
|Outstanding at
March 29, 2003 |  |                | 14.13 |                 |  |       | 1,358 |         |  | $ | 9.91  |  |  |  | 551 |  

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Related stock option information is as follows: (options are in thousands)

|                                                                   |                |  |      |       |      |  |      |       |  |  |   |       | 
|------------------------------------------------------------------ | -------------- |  | ---- | ----- | ---- |  | ---- | ----- |  |  | - | ----- | 
|                                                                   |                |  | 2003 |       | 2002 |  | 2001
|                                                                   |                |  |      |       |      |  |     
|Vested options at the end of the year                              |                |  |      |       |      |  |      |       |  |  |   |      
|                                                                   | Class A shares |  |      | 625   |      |  |      | 453   |  |  |   | 405   | 
|                                                                   | Class B shares |  |      | 363   |      |  |      | 282   |  |  |   | 248   | 
|Weighted average exercise price of vested options                  |                |  |      |       |      |  |      |       |  |  |   |      
|                                                                   | Class A shares |  | $    | 13.99 |      |  | $    | 14.10 |  |  | $ | 13.91 | 
|                                                                   | Class B shares |  |      | 11.20 |      |  |      | 11.43 |  |  |   | 11.95 | 
|Weighted average exercise price of options
granted during the year |                |  |      |       |      |  |      |       |  |  |   |      
|                                                                   | Class A shares |  | $    | 14.77 |      |  | $    | 13.17 |  |  | $ |      | 
|                                                                   | Class B shares |  |      |      |      |  |      | 13.00 |  |  |   | 9.80  | 

At March 29, 2003, the range of option exercise prices for Class A shares was
$13.01 to $15.38 and for Class B shares was $9.50 to $14.75 and the
weighted-average remaining contractual life of those options for Class A and
Class B shares was 7.0 years and 5.2 years, respectively.

The fair value of granted options reported in Note 1  Significant Accounting
Policies was estimated using a Black-Scholes option-pricing model with the
following assumptions:

|                                                                          |                |  |      |      |      |  |      |      |  |  |     |      | 
|------------------------------------------------------------------------- | -------------- |  | ---- | ---- | ---- |  | ---- | ---- |  |  | --- | ---- | 
|                                                                          |                |  | 2003 |      | 2002 |  | 2001
|                                                                          |                |  |      |      |      |  |     
|Dividend yield                                                            |                |  | 3.5  | %    |      |  | 3.0  | %    |  |  | 3.5 | %   
|Volatility                                                                |                |  | 21   | %    |      |  | 29   | %    |  |  | 34  | %   
|Risk free interest rate                                                   |                |  | 5.2  | %    |      |  | 4.7  | %    |  |  | 5.5 | %   
|Expected life in years                                                    |                |  | 10.0 |      |      |  | 10.0 |      |  |  | 9.0 |     
|Weighted average grant date fair value of
options granted during the year |                |  |      |      |      |  |      |      |  |  |     |     
|                                                                          | Class A shares |  | $    | 3.35 |      |  | $    | 3.96 |  |  | $   |     | 
|                                                                          | Class B shares |  |      |     |      |  |      | 3.78 |  |  |     | 3.09 | 

OTHER STOCK PLANS

The 1998 Executive Stock Purchase Plan allows designated executives and
officers to purchase issued and outstanding shares of the Companys common
stock, in any combination of Class A and Class B, to an aggregate of 300,000
shares. The Company has arranged for each participant to obtain a bank loan to
fund the purchase of shares and guarantees the repayment to the bank of all
principal, interest and other obligations of each participant. The total amount
of principal and interest owed by participants at March 29, 2003 was $3.7
million and at March 30, 2002 was $4.4 million. It is managements intent to
enter into no further guarantees of these obligations.

The Company presently holds notes receivable totaling $0.2 million for funds
loaned to certain employees to exercise stock options granted under the 1987
Plan and under an expired 1980 plan. The notes were issued prior to July 30,
2002, bear interest at 6.0% or 6.6% per annum, are collateralized by the shares
and are due on various dates, with the last maturing June 2003. The existing
notes will not be renewed and managements intent is to execute no new notes of
this type to executive officers. The amount of the receivable is shown on the
balance sheet as a reduction of equity.

The 1998 Outside Directors Stock Plan provides outside directors the
opportunity to use all or any portion of the fees paid by the Company for their
services as directors to purchase Class B Common Stock from the Company in lieu
of a cash payment of such fees. The plan authorized 100,000 shares of Class B
Common Stock and shares issued pursuant to the plan may be authorized but
unissued shares or treasury shares. Shares are purchased quarterly at market
price.

AMENDED AND RESTATED RIGHTS PLAN

In December 1998, the Company announced that the Board of Directors had amended
and restated the 1989 Shareholder Rights Plan, pursuant to which preferred
stock purchase rights (Rights) were previously distributed as a dividend at
the rate of one Right for each common share held. Each Right entitles a
shareholder to buy one one-hundredth of a share of Series A

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Junior Participating Cumulative Preferred Stock of the Company at an exercise
price of $65. The Rights will be exercisable only if a person or group acquires
beneficial ownership of 20% or more of either class of the Companys common
stock or commences a tender or exchange offer upon consummation of which such
person or group would beneficially own 20% or more of either class of the
Companys common stock. If the rights become exercisable, each Right not owned
by such 20% shareholder or related parties will entitle its holder to purchase,
at the Rights then-current exercise price, shares of common stock (or, in
certain circumstances as determined by the Board, cash, property or other
securities of the Company) having a value of twice the Rights exercise price.
The Company will generally be entitled to redeem the rights at $.01 per Right,
at any time until the 15th day following public announcement that a 20%
position has been acquired. The Rights expire on December 24, 2008.




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

None.

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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 included 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.

(a)(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.

(a)(3) The following exhibits are included in Item 16(c):

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.

3(b) By-Laws as amended as of November 26, 1997 - Incorporated by reference to
Form 10-Q for the quarter ended January 3, 1998.

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.

4(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.

4(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.

4(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.

4(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).

4(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.

4(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.

4(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.

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4(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.

4(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).

4(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.

4(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.

4(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.*

4(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.*

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:

10(b) Supplemental Retirement Plan of Marsh Supermarkets, Inc. and Subsidiaries
- Incorporated by reference to Registration Statement on Form S-2 (File No.
33-17730).

10(c) Indemnification Agreements - Incorporated by reference to Form 10-Q for
quarter ended January 6, 1990.

10(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.

10(e) Marsh Supermarkets, Inc. Executive Supplemental Long-Term Disability Plan
- Incorporated by reference to Form 10-K for the year ended March 30, 1991.

10(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.

10(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.

10(h) Severance Benefits Agreements, dated as of January 1, 1996 - Incorporated
by reference to Form 10-K for the year ended March 29, 1997.

10(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.

10(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.

10(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.

10(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.

10(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.

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10(n) Marsh Deferred Compensation Plan Incorporated by reference to Form S-8,
dated September 25, 1998 (File No. 333-64343).

10(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.

10(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.

10(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.

10(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.

10(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.

10(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.

10(u) Employment Agreement between Marsh Supermarkets, Inc. and Don E. Marsh, dated as of August 3, 1999.*

10(v) Employment Agreement between Marsh Supermarkets, Inc. and David A. Marsh, dated as of August 9, 2002.*

10(w) Employment Agreement between Marsh Supermarkets, Inc. and William L. Marsh, dated as of August 3, 1999.*

10(x) Employment Agreement between Marsh Supermarkets, Inc. and P. Lawrence Butt, dated as of August 3, 1999.*

10(z) Employment Agreement, as amended, between Marsh Supermarkets, Inc, and
Douglas W. Dougherty, dated as of August 3, 1999.*

10(aa) Employment Agreement between Crystal Food Services, LLC and Jack
J. Bayt, dated as of Marsh 30, 2003.*

10(ab) Split-Dollar Insurance Agreement between Marsh Supermarkets, Inc. and
Douglas W. Dougherty, dated as of May 6, 1998.*

10(ac) Split-Dollar Insurance Agreement between Marsh Supermarkets, Inc. and P.
Lawrence Butt, dated as of October 22, 1997.*

10(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.*

10(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.*

10(af) Amended and Restated Supplemental Retirement Plan, dated as of January 1, 1997.*

10(ag) First Amendment to Amended and Restated Supplemental Retirement Plan, dated as of December 31, 1998.*

10(ah) Amended and Restated Marsh Equity Ownership Plan, dated as of January 1, 1989.*

10(ai) First Amendment to Amended and Restated Marsh Equity Ownership Plan, dated as of December 7, 2001.*

10(aj) Second Amendment to Amended and Restated Marsh Equity Ownership Plan, dated as of December 31, 2002.*

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##### Table of Contents



21 Subsidiaries of the Registrant.*

23 Consent of Independent Auditors.* *

31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.* *

31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.* *

32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.* *

32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.* *



|(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                                                                                                                    

* Incorporated by reference to Form 10-K for the year ended
March 29, 2003

** Being filed herewith

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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.
|                  |  |                          |  |                        
|February 17, 2004 |  | 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.

|                  |  |                                         
|----------------- |  | ----------------------------------------
|February 17, 2004 |  | /s/ Don E. Marsh                        
|                  |  |                                         
|                  |  | Don E. Marsh, Chairman of the Board     
|                  |  | and Chief Executive Officer and         
|                  |  | Director                                
|                  |  |                                         
|February 17, 2004 |  | /s/ Douglas W. Dougherty                
|                  |  |                                         
|                  |  | Douglas W. Dougherty, Senior            
|                  |  | Vice President, Chief Financial Officer 
|                  |  | and Treasurer                           
|                  |  |                                         
|February 17, 2004 |  | /s/ Mark A. Varner                      
|                  |  |                                         
|                  |  | Mark A. Varner, Vice President-Corporate
|                  |  | Controller                              

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##### Table of Contents






Exhibit Index

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.

3(b) By-Laws as amended as of November 26, 1997 - Incorporated by reference to
Form 10-Q for the quarter ended January 3, 1998.

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.

4(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.

4(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.

4(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.

4(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).

4(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.

4(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.

4(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.

4(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.

4(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).

4(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.

4(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.

4(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.*

4(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.*

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).

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##### Table of Contents



Management Contracts and Compensatory Plans:

10(b) Supplemental Retirement Plan of Marsh Supermarkets, Inc. and Subsidiaries
- Incorporated by reference to Registration Statement on Form S-2 (File No.
33-17730).

10(c) Indemnification Agreements - Incorporated by reference to Form 10-Q for
quarter ended January 6, 1990.

10(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.

10(e) Marsh Supermarkets, Inc. Executive Supplemental Long-Term Disability Plan
- Incorporated by reference to Form 10-K for the year ended March 30, 1991.

10(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.

10(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.

10(h) Severance Benefits Agreements, dated as of January 1, 1996 - Incorporated
by reference to Form 10-K for the year ended March 29, 1997.

10(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.

10(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.

10(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.

10(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.

10(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.

10(n) Marsh Deferred Compensation Plan Incorporated by reference to Form S-8,
dated September 25, 1998 (File No. 333-64343).

10(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.

10(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.

10(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.

10(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.

10(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.

10(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.

10(u) Employment Agreement between Marsh Supermarkets, Inc. and Don E. Marsh, dated as of August 3, 1999.*

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##### Table of Contents



10(v) Employment Agreement between Marsh Supermarkets, Inc. and David A. Marsh, dated as of August 9, 2002.*

10(w) Employment Agreement between Marsh Supermarkets, Inc. and William L. Marsh, dated as of August 3, 1999.*

10(x) Employment Agreement between Marsh Supermarkets, Inc. and P. Lawrence Butt, dated as of August 3, 1999.*

10(z) Employment Agreement, as amended, between Marsh Supermarkets, Inc, and
Douglas W. Dougherty, dated as of August 3, 1999.*

10(aa) Employment Agreement between Crystal Food Services, LLC and Jack
J. Bayt, dated as of Marsh 30, 2003.*

10(ab) Split-Dollar Insurance Agreement between Marsh Supermarkets, Inc. and
Douglas W. Dougherty, dated as of May 6, 1998.*

10(ac) Split-Dollar Insurance Agreement between Marsh Supermarkets, Inc. and P.
Lawrence Butt, dated as of October 22, 1997.*

10(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.*

10(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.*

10(af) Amended and Restated Supplemental Retirement Plan, dated as of January 1, 1997.*

10(ag) First Amendment to Amended and Restated Supplemental Retirement Plan, dated as of December 31, 1998.*

10(ah) Amended and Restated Marsh Equity Ownership Plan, dated as of January 1, 1989.*

10(ai) First Amendment to Amended and Restated Marsh Equity Ownership Plan, dated as of December 7, 2001.*

10(aj) Second Amendment to Amended and Restated Marsh Equity Ownership Plan, dated as of December 31, 2002.*

21      Subsidiaries of the Registrant.*

23      Consent of Independent Auditors.* *

31.1   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.* *

31.2   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.* *

32.1   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.* *

32.2   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.* *

* Incorporated by reference to Form 10-K for the year ended
March 29, 2003

** Being filed herewith

44