##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 4, 2003

Commission File Number 0-1532

MARSH SUPERMARKETS, INC.

(Exact name of registrant as specified in its charter)


|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|INDIANA                                                        |  | 35-0918179                       
|(State or other jurisdiction of
incorporation or organization) |  | (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)

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 twelve months
and (2) has been subject to such filing requirements for at least the past 90
days.

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

Number of shares outstanding of each class of the registrants common
stock as of January 17, 2003:

|                     |  |   |  |                 
|-------------------- |  | - |  | ----------------
|Class A Common Stock |  | - |  | 3,832,538 shares
|Class B Common Stock |  | - |  | 4,129,679 shares
|                     |  |   |  |                 
|                     |  |   |  | 7,962,217 shares
|                     |  |   |  |                 





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TABLE OF CONTENTS



|                                                     |  |  |  |  |  |  |  | 
|---------------------------------------------------- |  |  |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION                        
|CONDENSED CONSOLIDATED STATEMENTS OF INCOME         
|CONDENSED CONSOLIDATED BALANCE SHEETS               
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|Part II Other Information                           
|SIGNATURES                                          
|CERTIFICATIONS                                      
|First Amendment/Amended Restated Credit Agreement   
|Employment Agreement                                
|First Amendment/Sr. Exec. Supp. Ret. Plan           
|Section 906 Certification of the CEO                
|Section 906 Certification of the CFO                



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##### Table of Contents






PART I FINANCIAL INFORMATION

Item 1. Financial Statements

MARSH SUPERMARKETS, INC.

|                                                                   |  |                |         |                |  |            |         |            |  |   |           |   |  |   |           |  
|------------------------------------------------------------------ |  | -------------- | ------- | -------------- |  | ---------- | ------- | ---------- |  | - | --------- | - |  | - | --------- | -
|                                                                   |  | 12 Weeks Ended |         | 40 Weeks Ended
|                                                                   |  |                |         |               
|                                                                   |  | January 4,     |         | January 5,     |  | January 4, |         | January 5,
|                                                                   |  | 2003           |         | 2002           |  | 2003       |         | 2002      
|                                                                   |  |                |         |                |  |            |         |           
|Sales and other revenues                                           |  | $              | 382,305 |                |  | $          | 385,064 |            |  | $ | 1,278,522 |   |  | $ | 1,266,658 |  
|Gains from sales of property                                       |  |                | 406     |                |  |            | 771     |            |  |   | 3,952     |   |  |   | 2,658     |  
|                                                                   |  |                |         |                |  |            |         |            |  |   |           |   |  |   |           |  
|Total revenues                                                     |  |                | 382,711 |                |  |            | 385,835 |            |  |   | 1,282,474 |   |  |   | 1,269,316 |  
|Cost of merchandise sold, including
warehousing and transportation |  |                | 268,878 |                |  |            | 267,749 |            |  |   | 895,128   |   |  |   | 888,515   |  
|                                                                   |  |                |         |                |  |            |         |            |  |   |           |   |  |   |           |  
|Gross profit                                                       |  |                | 113,833 |                |  |            | 118,086 |            |  |   | 387,346   |   |  |   | 380,801   |  
|Selling, general and administrative                                |  |                | 101,586 |                |  |            | 101,587 |            |  |   | 343,239   |   |  |   | 332,330   |  
|Depreciation                                                       |  |                | 5,633   |                |  |            | 5,779   |            |  |   | 18,750    |   |  |   | 17,476    |  
|                                                                   |  |                |         |                |  |            |         |            |  |   |           |   |  |   |           |  
|Operating income                                                   |  |                | 6,614   |                |  |            | 10,720  |            |  |   | 25,357    |   |  |   | 30,995    |  
|Interest                                                           |  |                | 5,416   |                |  |            | 5,138   |            |  |   | 18,249    |   |  |   | 16,923    |  
|Other non-operating income                                         |  |                | (971    | )              |  |            |        |            |  |   | (971      | ) |  |   |          |  
|                                                                   |  |                |         |                |  |            |         |            |  |   |           |   |  |   |           |  
|Income from continuing operations
before income taxes              |  |                | 2,169   |                |  |            | 5,582   |            |  |   | 8,079     |   |  |   | 14,072    |  
|Income taxes                                                       |  |                | 965     |                |  |            | 1,837   |            |  |   | 3,390     |   |  |   | 4,630     |  
|                                                                   |  |                |         |                |  |            |         |            |  |   |           |   |  |   |           |  
|Income from continuing operations                                  |  |                | 1,204   |                |  |            | 3,745   |            |  |   | 4,689     |   |  |   | 9,442     |  
|Discontinued operation:                                            |  |                |         |                |  |            |         |            |  |   |           |   |  |   |           |  
|Loss from operations, net of tax                                   |  |                |        |                |  |            |        |            |  |   |          |   |  |   | (859      | )
|Gain (loss) on disposal, net of tax                                |  |                | 25      |                |  |            | (390    | )          |  |   | (174      | ) |  |   | 2,885     |  
|                                                                   |  |                |         |                |  |            |         |            |  |   |           |   |  |   |           |  
|Net income                                                         |  | $              | 1,229   |                |  | $          | 3,355   |            |  | $ | 4,515     |   |  | $ | 11,468    |  
|                                                                   |  |                |         |                |  |            |         |            |  |   |           |   |  |   |           |  
|Basic earnings per common share:                                   |  |                |         |                |  |            |         |            |  |   |           |   |  |   |           |  
|Continuing operations                                              |  | $              | .15     |                |  | $          | .47     |            |  | $ | .59       |   |  | $ | 1.19      |  
|Discontinued operation                                             |  |                |        |                |  |            | (.05    | )          |  |   |          |   |  |   | (.16      | )
|Gain (loss) on disposal of discontinued operation                  |  |                |        |                |  |            |        |            |  |   | (.02      | ) |  |   | .41       |  
|                                                                   |  |                |         |                |  |            |         |            |  |   |           |   |  |   |           |  
|Net income                                                         |  | $              | .15     |                |  | $          | .42     |            |  | $ | .57       |   |  | $ | 1.44      |  
|                                                                   |  |                |         |                |  |            |         |            |  |   |           |   |  |   |           |  
|Diluted earnings per common share:                                 |  |                |         |                |  |            |         |            |  |   |           |   |  |   |           |  
|Continuing operations                                              |  | $              | .15     |                |  | $          | .42     |            |  | $ | .57       |   |  | $ | 1.07      |  
|Discontinued operation                                             |  |                |        |                |  |            | (.04    | )          |  |   |          |   |  |   | (.13      | )
|Gain (loss) on disposal of discontinued operation                  |  |                |        |                |  |            |        |            |  |   | (.02      | ) |  |   | .35       |  
|                                                                   |  |                |         |                |  |            |         |            |  |   |           |   |  |   |           |  
|Net income                                                         |  | $              | .15     |                |  | $          | .38     |            |  | $ | .55       |   |  | $ | 1.29      |  
|                                                                   |  |                |         |                |  |            |         |            |  |   |           |   |  |   |           |  
|Dividends per share                                                |  | $              | .11     |                |  | $          | .11     |            |  | $ | .33       |   |  | $ | .33       |  
|                                                                   |  |                |         |                |  |            |         |            |  |   |           |   |  |   |           |  

See notes to condensed consolidated financial statements.

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MARSH SUPERMARKETS, INC.CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

|                                                         |                                                                                                             |              |                            |                             |        |             |         |           |        |             |         |         |        |         |         | 
|-------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------- | ------------ | -------------------------- | --------------------------- | ------ | ----------- | ------- | --------- | ------ | ----------- | ------- | ------- | ------ | ------- | ------- | 
|                                                         |                                                                                                             |              |                            |                             |        | January 4,  |         | March 30, |        | January 5, 
|                                                         |                                                                                                             |              |                            |                             |        | 2003        |         | 2002      |        | 2002       
|                                                         |                                                                                                             |              |                            |                             |        |             |         |           |        |            
|                                                         |                                                                                                             |              |                            |                             |        | (Unaudited) |         | (Note A)  |        | (Unaudited)
|                                                         |                                                                                                             |              |                            |                             |        |             |         |           |        |            
|Assets                                                   |                                                                                                             |              |                            |                             |        |             |         |           |        |             |         |        
|Current assets:                                          |                                                                                                             |              |                            |                             |        |             |         |           |        |             |         |        
|                                                         | Cash and equivalents                                                                                        |              | $                          | 36,634                      |        |             | $       | 37,516    |        |             | $       | 33,536  |       
|                                                         | Accounts receivable                                                                                         |              |                            | 35,594                      |        |             |         | 33,613    |        |             |         | 36,128  |       
|                                                         | Inventories, less LIFO reserve: January 4, 2003 - $1,899;
March 30, 2002 - $1,899; January 5, 2002 - $2,636 |              |                            | 136,609                     |        |             |         | 132,940   |        |             |         | 139,108 |       
|                                                         | Prepaid expenses                                                                                            |              |                            | 5,898                       |        |             |         | 7,639     |        |             |         | 5,928   |       
|                                                         | Recoverable income taxes                                                                                    |              |                            |                            |        |             |         | 1,021     |        |             |         |        |       
|                                                         |                                                                                                             |              |                            |                             |        |             |         |           |        |             |         |         |       
|                                                         |                                                                                                             |              | Total current assets       |                             |        | 214,735     |         |           |        | 212,729     |         |         |        | 214,700 |        
|Property and equipment, less allowances for depreciation |                                                                                                             |              | 308,258                    |                             |        |             | 318,650 |           |        |             | 317,058 |        
|Other assets                                             |                                                                                                             |              | 47,234                     |                             |        |             | 51,851  |           |        |             | 54,093  |        
|                                                         |                                                                                                             |              |                            |                             |        |             |         |           |        |             |         |         |       
|                                                         |                                                                                                             | $            | 570,227                    |                             |        | $           | 583,230 |           |        | $           | 585,851 |        
|                                                         |                                                                                                             |              |                            |                             |        |             |         |           |        |             |         |         |       
|Liabilities and Shareholders Equity                     |                                                                                                             |              |                            |                             |        |             |         |           |        |             |         |        
|Current liabilities:                                     |                                                                                                             |              |                            |                             |        |             |         |           |        |             |         |        
|                                                         | Notes payable to bank                                                                                       |              | $                          |                            |        |             | $       | 1,300     |        |             | $       | 2,900   |       
|                                                         | Accounts payable                                                                                            |              |                            | 77,953                      |        |             |         | 71,640    |        |             |         | 72,255  |       
|                                                         | Accrued liabilities                                                                                         |              |                            | 57,845                      |        |             |         | 57,972    |        |             |         | 61,962  |       
|                                                         | Current maturities of long-term liabilities                                                                 |              |                            | 3,389                       |        |             |         | 2,727     |        |             |         | 2,558   |       
|                                                         |                                                                                                             |              |                            |                             |        |             |         |           |        |             |         |         |       
|                                                         |                                                                                                             |              |                            | Total current liabilities   |        |             | 139,187 |           |        |             | 133,639 |         |        |         | 139,675 | 
|Long-term liabilities:                                   |                                                                                                             |              |                            |                             |        |             |         |           |        |             |         |        
|                                                         | Long-term debt                                                                                              |              |                            | 203,002                     |        |             |         | 237,823   |        |             |         | 245,474 |       
|                                                         | Capital lease obligations                                                                                   |              |                            | 29,225                      |        |             |         | 25,933    |        |             |         | 15,160  |       
|                                                         |                                                                                                             |              |                            |                             |        |             |         |           |        |             |         |         |       
|                                                         |                                                                                                             |              |                            | Total long-term liabilities |        |             | 232,227 |           |        |             | 263,756 |         |        |         | 260,634 | 
|Deferred items:                                          |                                                                                                             |              |                            |                             |        |             |         |           |        |             |         |        
|                                                         |                                                                                                             | Income taxes |                            |                             | 19,297 |             |         |           | 16,472 |             |         |         | 16,641 |        
|                                                         |                                                                                                             | Other        |                            |                             | 35,950 |             |         |           | 28,566 |             |         |         | 23,252 |        
|                                                         |                                                                                                             |              |                            |                             |        |             |         |           |        |             |         |         |       
|                                                         |                                                                                                             |              |                            | Total deferred items        |        |             | 55,247  |           |        |             | 45,038  |         |        |         | 39,893  | 
|Shareholders Equity:                                    |                                                                                                             |              |                            |                             |        |             |         |           |        |             |         |        
|                                                         | Common stock, Classes A and B                                                                               |              |                            | 26,424                      |        |             |         | 26,403    |        |             |         | 26,158  |       
|                                                         | Retained earnings                                                                                           |              |                            | 137,423                     |        |             |         | 135,534   |        |             |         | 134,473 |       
|                                                         | Cost of common stock in treasury                                                                            |              |                            | (14,704                     | )      |             |         | (14,509   | )      |             |         | (13,613 | )     
|                                                         | Notes receivable  stock options                                                                            |              |                            | (173                        | )      |             |         | (1,037    | )      |             |         | (1,024  | )     
|                                                         | Deferred cost restricted stock                                                                              |              |                            | (80                         | )      |             |         | (270      | )      |             |         | (345    | )     
|                                                         | Accumulated other comprehensive loss                                                                        |              |                            | (5,324                      | )      |             |         | (5,324    | )      |             |         |        |       
|                                                         |                                                                                                             |              |                            |                             |        |             |         |           |        |             |         |         |       
|                                                         |                                                                                                             |              | Total shareholders equity |                             |        | 143,566     |         |           |        | 140,797     |         |         |        | 145,649 |        
|                                                         |                                                                                                             |              |                            |                             |        |             |         |           |        |             |         |         |       
|                                                         |                                                                                                             | $            | 570,227                    |                             |        | $           | 583,230 |           |        | $           | 585,851 |        
|                                                         |                                                                                                             |              |                            |                             |        |             |         |           |        |             |         |         |       

See notes to condensed consolidated financial statements.

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MARSH SUPERMARKETS, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

|                                                                                  |                                             |   |                |        |            |   |         |        |  
|--------------------------------------------------------------------------------- | ------------------------------------------- | - | -------------- | ------ | ---------- | - | ------- | ------ | -
|                                                                                  |                                             |   | 40 Weeks Ended
|                                                                                  |                                             |   |               
|                                                                                  |                                             |   | January 4,     |        | January 5,
|                                                                                  |                                             |   | 2003           |        | 2002      
|                                                                                  |                                             |   |                |        |           
|Operating activities                                                              |                                             |   |                |        |            |   |         |       
|Net income                                                                        |                                             | $ | 4,515          |        |            | $ | 11,468  |       
|Adjustments to reconcile net income to net
cash provided by operating activities: |                                             |   |                |        |            |   |         |       
|                                                                                  | Depreciation                                |   |                | 18,750 |            |   |         | 17,849 |  
|                                                                                  | Amortization of other assets                |   |                | 1,161  |            |   |         | 2,057  |  
|                                                                                  | Gain on disposal of discontinued operation  |   |                |       |            |   |         | (2,885 | )
|                                                                                  | Changes in operating assets and liabilities |   |                | 12,341 |            |   |         | 982    |  
|                                                                                  | Other operating activities                  |   |                | (1,152 | )          |   |         | (1,734 | )
|                                                                                  |                                             |   |                |        |            |   |         |       
|Net cash provided by operating activities                                         |                                             |   | 35,615         |        |            |   | 27,737  |       
|Investing activities                                                              |                                             |   |                |        |            |   |         |       
|Net acquisition of property, equipment and land                                   |                                             |   | (33,305        | )      |            |   | (48,443 | )     
|Proceeds from sale of discontinued operation                                      |                                             |   |               |        |            |   | 14,062  |       
|Other investing activities                                                        |                                             |   | (349           | )      |            |   | (1,345  | )     
|                                                                                  |                                             |   |                |        |            |   |         |       
|Net cash used for investing activities                                            |                                             |   | (33,654        | )      |            |   | (35,726 | )     
|Financing activities                                                              |                                             |   |                |        |            |   |         |       
|Proceeds (payments) of short-term borrowing                                       |                                             |   | (1,300         | )      |            |   | 2,900   |       
|Proceeds from long-term borrowings                                                |                                             |   | 29,000         |        |            |   | 38,000  |       
|Payments of long-term debt and capital leases                                     |                                             |   | (64,036        | )      |            |   | (39,681 | )     
|Proceeds from sale/leasebacks                                                     |                                             |   | 36,297         |        |            |   | 13,572  |       
|Purchase of shares for treasury                                                   |                                             |   | (325           | )      |            |   | (2,560  | )     
|Stock options exercised                                                           |                                             |   | 4              |        |            |   | 611     |       
|Cash dividends paid                                                               |                                             |   | (2,630         | )      |            |   | (2,658  | )     
|Other financing activities                                                        |                                             |   | 147            |        |            |   | 84      |       
|                                                                                  |                                             |   |                |        |            |   |         |       
|Net cash provided by (used for) financing activities                              |                                             |   | (2,843         | )      |            |   | 10,268  |       
|                                                                                  |                                             |   |                |        |            |   |         |       
|Net increase (decrease) in cash and equivalents                                   |                                             |   | (882           | )      |            |   | 2,279   |       
|Cash and equivalents at beginning of period                                       |                                             |   | 37,516         |        |            |   | 31,257  |       
|                                                                                  |                                             |   |                |        |            |   |         |       
|Cash and equivalents at end of period                                             |                                             | $ | 36,634         |        |            | $ | 33,536  |       
|                                                                                  |                                             |   |                |        |            |   |         |       

See notes to condensed consolidated financial statements.

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MARSH SUPERMARKETS, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands except per share amounts or as otherwise noted)

January 4, 2003

Note A  Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Marsh
Supermarkets, Inc. and subsidiaries were prepared in accordance with generally
accepted accounting principles for interim financial information and the
instructions to Form 10-Q. Accordingly, they do not include all the information
and footnotes necessary for a fair presentation of financial position, results
of operations, and cash flows in conformity with accounting principles
generally accepted in the United States. This report should be read in
conjunction with the Companys Consolidated Financial Statements for the year
ended March 30, 2002. The balance sheet at March 30, 2002, has been derived
from the audited financial statements at that date.

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

The condensed consolidated financial statements for the twelve and forty week
periods ended January 4, 2003 and January 5, 2002, respectively, were not
audited by independent auditors. Preparation of the financial statements
requires management to make estimates that affect the reported amounts of
assets, liabilities, revenues and expenses for the reporting periods. In the
opinion of management, the statements reflect all adjustments (consisting of
normal recurring accruals) considered necessary to present fairly, on a
consolidated basis, the financial position, results of operations and cash
flows for the periods presented. Certain amounts in the 2002 financial
statements were reclassified to conform with the 2003 presentation.

Operating results for the forty week period ended January 4, 2003 are not
necessarily indicative of the results that may be expected for the full fiscal
year ending March 29, 2003.

Note B  Discontinued Operation
On October 5, 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 $14.1 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 after tax) was recognized in 2002. The
remaining assets and liabilities from the discontinued operation included in
the condensed consolidated balance sheet at January 4, 2003 are not material.

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Note C  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 common
share:

|                                                                              |                              |   |                |       |                |   |            |       |            |   |       |       |   |   |        |       |  
|----------------------------------------------------------------------------- | ---------------------------- | - | -------------- | ----- | -------------- | - | ---------- | ----- | ---------- | - | ----- | ----- | - | - | ------ | ----- | -
|                                                                              |                              |   | 12 Weeks Ended |       | 40 Weeks Ended
|                                                                              |                              |   |                |       |               
|                                                                              |                              |   | January 4,     |       | January 5,     |   | January 4, |       | January 5,
|                                                                              |                              |   | 2003           |       | 2002           |   | 2003       |       | 2002      
|                                                                              |                              |   |                |       |                |   |            |       |           
|Income from continuing operations                                             |                              | $ | 1,204          |       |                | $ | 3,745      |       |            | $ | 4,689 |       |   | $ | 9,442  |      
|Discontinued operation:                                                       |                              |   |                |       |                |   |            |       |            |   |       |       |   |   |        |      
|                                                                              | Loss from operations         |   |                |      |                |   |            |      |            |   |       |      |   |   |        | (859  | )
|                                                                              | Gain (loss) on disposal      |   |                | 25    |                |   |            | (390  | )          |   |       | (174  | ) |   |        | 2,885 |  
|                                                                              |                              |   |                |       |                |   |            |       |            |   |       |       |   |   |        |      
|Numerator for basic earnings per share                                        |                              |   | 1,229          |       |                |   | 3,355      |       |            |   | 4,515 |       |   |   | 11,468 |      
|Effect of convertible debentures                                              |                              |   | 179            |       |                |   | 215        |       |            |   | 620   |       |   |   | 721    |      
|                                                                              |                              |   |                |       |                |   |            |       |            |   |       |       |   |   |        |      
|Numerator for diluted earnings per share -
income after assumed conversions   |                              | $ | 1,408          |       |                | $ | 3,570      |       |            | $ | 5,135 |       |   | $ | 12,189 |      
|                                                                              |                              |   |                |       |                |   |            |       |            |   |       |       |   |   |        |      
|Weighted average shares outstanding                                           |                              |   | 7,962          |       |                |   | 8,012      |       |            |   | 7,970 |       |   |   | 8,026  |      
|                                                                              | Non-vested restricted shares |   |                | (24   | )              |   |            | (38   | )          |   |       | (26   | ) |   |        | (62   | )
|                                                                              |                              |   |                |       |                |   |            |       |            |   |       |       |   |   |        |      
|Denominator for basic earnings per share                                      |                              |   | 7,938          |       |                |   | 7,974      |       |            |   | 7,944 |       |   |   | 7,964  |      
|Effect of dilutive securities:                                                |                              |   |                |       |                |   |            |       |            |   |       |       |   |   |        |      
|                                                                              | Non-vested restricted shares |   |                | 24    |                |   |            | 38    |            |   |       | 26    |   |   |        | 62    |  
|                                                                              | Stock options                |   |                | 80    |                |   |            | 123   |            |   |       | 163   |   |   |        | 133   |  
|                                                                              | Convertible debentures       |   |                | 1,284 |                |   |            | 1,284 |            |   |       | 1,284 |   |   |        | 1,284 |  
|                                                                              |                              |   |                |       |                |   |            |       |            |   |       |       |   |   |        |      
|Denominator for diluted earnings per share -
adjusted weighted average shares |                              |   | 9,326          |       |                |   | 9,419      |       |            |   | 9,417 |       |   |   | 9,443  |      
|                                                                              |                              |   |                |       |                |   |            |       |            |   |       |       |   |   |        |      

Note D  Long-Term Debt and Guarantor Subsidiaries
Other than three inconsequential 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 wholly owned subsidiaries of the
Company. The Company has not presented separate financial statements and other
disclosures concerning each guarantor because management believes such
information is not material to investors.

Summarized combined financial information for the guarantors is set forth
below:

|                       |  |            |         |           |  |            |         |  |  |   |         | 
|---------------------- |  | ---------- | ------- | --------- |  | ---------- | ------- |  |  | - | ------- | 
|                       |  | January 4, |         | March 30, |  | January 5,
|                       |  | 2003       |         | 2002      |  | 2002      
|                       |  |            |         |           |  |           
|Current assets         |  | $          | 214,735 |           |  | $          | 207,530 |  |  | $ | 210,093 | 
|Current liabilities    |  |            | 130,528 |           |  |            | 121,229 |  |  |   | 123,406 | 
|Noncurrent assets      |  |            | 314,489 |           |  |            | 331,074 |  |  |   | 332,470 | 
|Noncurrent liabilities |  |            | 121,989 |           |  |            | 120,997 |  |  |   | 121,313 | 

|               |  |                |         |                |  |            |         |            |  |   |           |  |  |   |           | 
|-------------- |  | -------------- | ------- | -------------- |  | ---------- | ------- | ---------- |  | - | --------- |  |  | - | --------- | 
|               |  | 12 Weeks Ended |         | 40 Weeks Ended
|               |  |                |         |               
|               |  | January 4,     |         | January 5,     |  | January 4, |         | January 5,
|               |  | 2003           |         | 2002           |  | 2003       |         | 2002      
|               |  |                |         |                |  |            |         |           
|Total revenues |  | $              | 382,703 |                |  | $          | 373,035 |            |  | $ | 1,282,439 |  |  | $ | 1,391,213 | 
|Gross profit   |  |                | 113,790 |                |  |            | 114,366 |            |  |   | 387,276   |  |  |   | 379,563   | 
|Net income     |  |                | 3,183   |                |  |            | 6,228   |            |  |   | 12,714    |  |  |   | 21,216    | 

6



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##### Table of Contents



Note E  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 quarter.

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) and the Company is currently evaluating the effects, if any, that
this standard may have on its results of operations or financial position.

In June 2002, the FASB issued Statement No. 146 (FAS 146), Accounting for
Costs Associated with Exit or Disposal Activities. FAS 146 is to be applied
prospectively to covered activities initiated after December 31, 2002. The
standard had no effect on the Companys results of operations or financial
position for the current quarter.

In December 2002, the FASB issued Statement No. 148, Accounting for
Stock-Based Compensation  Transition and Disclosure. The disclosure
provisions of the Statement will be effective for the Companys year ending
March 29, 2003.

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 interpretation had no effect on the
Companys results of operations or financial position for the current quarter.

In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities. The interpretation will be effective for the Companys year ending
March 29, 2003 and the Company is currently evaluating the effects, if any,
that this interpretation may have on its results of operations or financial
position.

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##### Table of Contents



Item 2. 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 (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
out of the Companys control. The forward-looking statements and the Companys
future results, liquidity and capital resources are subject to the following
risks and uncertainties: 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 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; 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 related to state and federal taxation and tobacco and
environmental legislation; the successful integration of acquisitions;
potential interest rate increases on variable rate debt; 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.

General
At January 4, 2003, Marsh Supermarkets, Inc. (the Company or Marsh)
operated through wholly owned subsidiaries 111 supermarkets and 167 Village
Pantry convenience stores in central Indiana and western Ohio. The Company
believes that Marsh supermarkets have one of the largest market shares of
supermarket chains operating in its market area and Village Pantry has one of
the largest market shares of convenience stores in its market area. Marsh also
owns and operates Crystal Food Services which provides upscale catering,
vending, concession and business cafeteria management services, and McNamara
which operates five upscale retail floral shops under the name of McNamara and
one business florist under the name Enflora.

Results of Operations
Results of operations for interim periods do not necessarily reflect the
results of operations that may be expected for the fiscal year.

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:

|                                    |  |                     |       |                  |  |        |       |                     |  |      |       |        |  |  |       |   |  |  |       |   |  |  |       |   
|----------------------------------- |  | ------------------- | ----- | ---------------- |  | ------ | ----- | ------------------- |  | ---- | ----- | ------ |  |  | ----- | - |  |  | ----- | - |  |  | ----- | --
|                                    |  | Third Quarter       |       | Year - to - Date
|                                    |  |                     |       |                 
|                                    |  | Percent of Revenues |       |                  |  |        |       | Percent of Revenues |  |      |       |       
|                                    |  |                     |       | Percent          |  |        |       | Percent            
|                                    |  | 2003                |       | 2002             |  | Change |       | 2003                |  | 2002 |       | Change
|                                    |  |                     |       |                  |  |        |       |                     |  |      |       |       
|Total revenues                      |  |                     | 100.0 | %                |  |        | 100.0 | %                   |  |      | (0.8  | )%     |  |  | 100.0 | % |  |  | 100.0 | % |  |  | 1.0   | % 
|Gross profit                        |  |                     | 29.7  | %                |  |        | 30.6  | %                   |  |      | (3.6  | )%     |  |  | 30.2  | % |  |  | 30.0  | % |  |  | 1.7   | % 
|Selling, general and administrative |  |                     | 26.5  | %                |  |        | 26.3  | %                   |  |      |      |        |  |  | 26.8  | % |  |  | 26.2  | % |  |  | 3.3   | % 
|Depreciation                        |  |                     | 1.5   | %                |  |        | 1.5   | %                   |  |      | (2.5  | )%     |  |  | 1.5   | % |  |  | 1.4   | % |  |  | 7.3   | % 
|Operating income                    |  |                     | 1.7   | %                |  |        | 2.8   | %                   |  |      | (38.3 | )%     |  |  | 2.0   | % |  |  | 2.4   | % |  |  | (18.2 | )%
|Interest                            |  |                     | 1.4   | %                |  |        | 1.3   | %                   |  |      | 5.4   | %      |  |  | 1.4   | % |  |  | 1.3   | % |  |  | 7.8   | % 
|Other non-operating income          |  |                     | 0.3   | %                |  |        |      |                     |  |      |      |        |  |  | 0.1   | % |  |  |      |   |  |  |      |   
|Income taxes                        |  |                     | 0.3   | %                |  |        | 0.5   | %                   |  |      | (47.5 | )%     |  |  | 0.3   | % |  |  | 0.4   | % |  |  | (26.8 | )%
|Income from continuing operations   |  |                     | 0.3   | %                |  |        | 1.0   | %                   |  |      | (67.9 | )%     |  |  | 0.4   | % |  |  | 0.7   | % |  |  | (50.3 | )%

8



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Total Revenues
In the third quarter of 2003, consolidated total revenues were $382.7 million,
compared to $385.8 million in the third quarter of 2002. Supermarket revenues
decreased $10.5 million, Village Pantry revenues increased $4.9 million and
Crystal Food Service revenues increased $2.4 million. Consolidated sales,
excluding fuel, decreased 3.3%. Sales in comparable supermarkets and
convenience stores, including replacement stores and format conversions, but
excluding fuel sales, decreased 3.8% from the third quarter of 2002 compared to
a 0.4% increase in 2002 over the year earlier period. Increased competitive
square footage and promotions, a weak economy and food price deflation all
contributed to the decline in same store sales. Consolidated total revenues for
the third quarter of 2003 included $0.4 million gains from sales
of property
in the normal course of business, compared to $0.8 million in 2002. Although
results may vary from period to period, future real estate gains 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
materially adversely affect the Companys results of operations.

For the forty weeks ended January 4, 2003, consolidated total revenues
increased $13.2 million, or 1.0%, from the same forty-week period of 2002 to
$1,282.5 million. Supermarket revenues increased $1.0 million, Village Pantry
revenues increased $2.1 million, Crystal Food Service revenues increased $6.2
million and gains from sales of real estate increased $1.3 million.
Consolidated retail sales, excluding fuel sales, decreased 1.8%. Sales in
comparable stores, including replacement stores and format conversions, but
excluding fuel sales, decreased 3.3% from the forty weeks of 2002 compared to a
2.9% increase in 2002 over the year earlier period. Increased competitive
square footage and promotions, a weak economy and food price deflation all
contributed to the decline in same store sales. Consolidated total revenues for
the forty weeks of 2003 included $4.0 million gains from sales of real estate
compared to $2.7 million for the year earlier period.

Gross Profit
Gross profit is calculated net of warehousing, transportation, and promotional
expenses. In the third quarter of 2002, consolidated gross profit decreased
$4.3 million, or 3.6%, from the third quarter of 2002 to $113.8 million.
Consolidated gross profit as a percentage of total revenues was 29.7% for the
third quarter of 2003 compared to 30.6% for the year earlier quarter. Excluding
Village Pantry fuel, gross profit as a percentage of revenues was 31.3% in 2003
compared to 31.5% for 2002. Gross profit as a percentage of revenues declined
in supermarkets due to competitive promotions and food price deflation,
increased in Crystal Food Services and was essentially unchanged for Village
Pantry inside sales.

For the forty weeks ended January 4, 2003, consolidated gross profit increased
$6.5 million, or 1.7%, from the same period of 2002 to $387.3 million.
Consolidated gross profit as a percentage of revenues was 30.2% in 2003
compared to 30.0% for 2002. Excluding Village Pantry fuel, consolidated gross
profit as a percentage of revenues was 31.6% for the forty weeks of 2003
compared to 31.3% for same period of 2002. Gross profit as a percentage of
revenues improved slightly in supermarkets, increased in Crystal Food Services
and decreased for Village Pantry inside sales.

Selling, General and Administrative Expenses
In the third quarter of 2003, consolidated selling, general and administrative
(SG&A) expenses were $101.6 million and were unchanged from the third quarter
of 2002. Higher medical benefits costs, workers compensation costs and
credit/debit card transaction fees in 2003 were all essentially offset by lower
store wages. Wages in stores open both quarters, excluding supermarket
conversions to the LoBill format, decreased 5.7% due to continued efforts on
labor efficiency. As a percentage of total revenues, SG&A expenses were 26.5%
in the third quarter of 2003 compared to 26.3% for the third quarter of 2002.
The increase as a percentage of revenues was attributable to the decline in
total revenues.

For the forty weeks ended January 4, 2003, SG&A expenses increased $10.9
million, or 3.3%, from the comparable forty weeks in 2002. As a percentage of
total revenues SG&A expenses increased to 26.8% in 2003 from 26.2% in 2002 for
the reasons previously discussed. In identical stores, wage expense decreased
4.1% from the year earlier forty-week period reflecting the same store sales
decline and continued efforts on labor efficiency.

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Depreciation Expense
Depreciation expense for the third quarter of 2003 was $5.6 million, compared
to $5.8 million for the third quarter of 2002. Depreciation expense as a
percentage of revenues was 1.5% for the third quarter of both years.

For the forty weeks ended January 4, 2003, depreciation expense was $18.8
million, compared to $17.5 million for the forty weeks in 2002. Depreciation
expense as a percentage of revenues was 1.5% for the forty weeks of 2003,
compared to 1.4% for the comparable weeks of the prior year.

Operating Income
Operating income (income from continuing operations before interest and taxes)
was $6.6 million for the third quarter of 2003, compared to $10.7 million for
the third quarter of 2002, with the decline attributable primarily to the $4.3
million decrease in gross profit. Operating income as a percentage of revenues
was 1.7% for the third quarter of 2003, compared to 2.8% for the third quarter
of 2002.

For the forty weeks ended January 4, 2003, operating income was $25.4 million
compared to $31.0 million for the year earlier period. The $1.3 million
increase from sales of real estate plus the $6.5 million increase in gross
profit were outpaced by $10.9 million in higher SG&A expenses. Operating income
as a percentage of revenues was 2.0% for the forty weeks of 2003 and 2.4% for
the forty weeks of 2002.

Other Non-operating Income
During the quarter ended January 4, 2003, the Company purchased $15.0 million
of its 8 7/8% senior subordinated debentures in various transactions at 91.25%
to 93% of face value. The transactions resulted in a gain, net of pro rata
issuance costs, of $1.0 million.

Interest Expense
Interest expense for the third quarter of 2003 was $5.4 million compared to
$5.1 million for the third quarter of 2002 due primarily to capital leases
entered into after the second quarter of 2002. Interest expense as a percentage
of revenues was 1.4% for the third quarter of 2003 compared to 1.3% for the
third quarter of 2002.

For the forty weeks ended January 4, 2003, interest expense was $18.2 million
compared to $16.9 million for the forty weeks of 2002 due primarily to capital
leases entered into since October 2001. Interest expense as a percentage of
revenues was 1.4% for the forty weeks of 2003 and 1.3% for the forty weeks of
2002.

Income Taxes
For the third quarter of 2003, the effective income tax rate was 44.5% compared
to 32.9% for the prior year quarter. For the forty weeks ended January 4, 2003,
the effective income tax rate was 42.0% compared to 32.9% for the comparable
weeks of 2002. It is expected that the effective rate will be 42.0% for 2003
with the increase resulting primarily from the inability to deduct charitable
donations of food.

Income from Continuing Operations
Income from continuing operations for the third quarter of 2003 was $2.2
million compared to $5.6 million for the third quarter of 2002. Lower operating
income combined with higher interest expense and a higher effective tax rate
exceeded other non-operating income. Income from continuing operations as a
percentage of revenues was 0.3% for the third quarter of 2003 compared to 1.0%
for the third quarter of 2002.

For the forty weeks of 2003, income from continuing operations was $4.7 million
compared to $9.4 million for the forty weeks of 2002. Lower operating income
combined with higher interest expense and a higher effective tax rate, exceeded
other non-operating income. Income from continuing operations as a percentage
of revenues was 0.4% for the forty weeks in 2003 compared to 0.7% for the forty
weeks of 2002.

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##### Table of Contents



Discontinued Operation
During the second quarter of 2002, the Company sold certain assets of its
wholesale division. The discontinued operation reported nominal income/expense
for the third quarters of 2003 and 2002, and the forty weeks ended in 2003,
resulting from adjustments to assets and liabilities remaining after the sale.
For the forty weeks of 2002, the discontinued operation reported a net loss of
$0.9 million and a net gain on disposal of $2.9 million.

Subsequent Events
Subsequent to January 4, 2003, the Company announced a reduction in
headquarters staffing, the discontinuance of its home delivery service and the
closing of a LoBill supermarket. As a result of the headquarters staffing
reduction, the Company expects to take an approximate $1.0 million charge
against earnings in the fourth quarter.

In response to the recent 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 has identified a number of potential cost
improvement initiatives that the Company plans to pursue during the fourth
quarter and 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, and the aforementioned reduction in
headquarters staffing 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 impact of these initiatives on the Companys results of
operations or financial condition (see Cautionary Note Regarding
Forward-Looking Statements).

Capital Expenditures
The Companys capital requirements have traditionally been financed through
internally generated funds, long-term borrowings and lease financing, including
capital and operating leases.

During the forty weeks of 2003, two Marsh supermarkets were remodeled, one new
LoBill Foods was opened, one Marsh supermarket was converted to the LoBill
format and one Savin$ Mercado, an Hispanic market, was opened. Also, a new
frozen food distribution center began operation and a coffee roasting operation
was acquired. A remodel and re-image program for 101 Village Pantry convenience
stores was initiated with seventy-five stores completed and the remainder
scheduled for completion during the fourth quarter. Seventeen older, lower
volume convenience stores were closed during the second quarter; the closings
and future disposition of those stores are not expected to have a material
impact on the Companys results of operations. During the remainder of 2003,
the Company also plans to remodel one Marsh supermarket and install new energy
management systems in 103 supermarkets. For 2003, the cost of these projects
and other capital commitments is estimated to be $55-60 million. Of this
amount, the Company plans to fund $40 million through sale/leasebacks, $15
million through equipment leasing and the remainder from internally generated
funds. As of January 4, 2003, the Company had capital expenditures, including
operating leases, of $47 million.

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 availability and cost of
financing, 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 or different financing arrangements.

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##### Table of Contents



Liquidity and Capital Resources
Net cash provided by operating activities for the forty weeks ended January 4,
2003 was $35.6 million, compared to $27.7 million for the year earlier period.
The increase in net cash provided by operating activities was due primarily to
increases in accounts payable and accrued expenses, net of the decline in net
income from continuing operations. Working capital decreased $3.5 million to
$75.5 million from March 30, 2002. Changes in working capital included a $6.3
million increase in accounts payable and a $1.3 million decrease in notes
payable to bank.

The Company has an unsecured revolving credit facility that permits total
borrowings of up to $100.0 million, with $10.0 million designated solely for
the conversion of 7% convertible debentures maturing in February 2003. The
Company had borrowings of $10.0 million under the facility at January 4, 2003.
Interest rates are based on LIBOR or floating prime rate and the facility
matures in February 2005. The credit facility contains certain debt covenants,
including limits on future indebtedness, cash dividends, repurchases of common
stock and disposition of assets. Under the most restrictive debt covenant, the
Company would have had additional permitted borrowing of $52.4 million as of
January 4, 2003.

The Company also has a bank commitment that provides $3.0 million in short-term
borrowing at rates based upon the federal funds rate, none of which was
utilized at January 4, 2003.

During the twelve weeks ended January 4, 2003 the Company purchased and retired
$15.0 million of its 8 7/8% senior subordinated notes in various
transactions at 91.25% to 93% of face value. The transactions resulted in a
gain of $1.0 million. The balance of senior subordinated notes outstanding at
January 4, 2003, was $135.0 million.

The Companys 7% convertible debentures totaling $19.9 million mature in
February 2003. The Company expects that borrowings from the revolving credit
facility will be used to retire the debentures.

Critical Accounting Policies
The preparation of financial statements requires management to make assumptions
and estimates that could 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, which are continually monitored, 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.

12



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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company, as a policy, does not engage in significant 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 January 4,
2003, a 100 basis point change in interest rates would not have had a material
impact on the Company.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures
Within 90 days prior to the date of this report (the Evaluation Date), the
Chief Executive Officer and Chief Financial Officer carried out an evaluation
of the effectiveness of the Companys disclosure controls and procedures (as
defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)).
Based on that evaluation, these officers have concluded that as of the
Evaluation Date, the Companys disclosure controls and procedures were adequate
and designed to ensure that material information relating to the Company would
be made known to them by others within the Company.

Changes in Internal Controls
There were no significant changes in the Companys internal controls or in
other factors that could significantly affect the Companys disclosure controls
and procedures subsequent to the Evaluation Date. There were no significant
deficiencies or material weaknesses and therefore no corrective actions were
taken.

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##### Table of Contents






Part II Other Information

Item 1. Legal Proceedings

Not Applicable.

Item 2. Changes in Securities and Use of Proceeds

Not Applicable.

Item 3. Defaults upon Senior Securities

Not Applicable.

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

Not Applicable.

Item 5. Other Information

On February 13, 2003, the Board of Directors approved an increase of the
quarterly dividend payable on the outstanding shares of its Class A Common
Stock and Class B Common Stock by $.02 per share. The increased dividend is
payable May 5, 2003 to shareholders of record on April 18, 2003.

Item 6. Exhibits and Reports on Form 8-K

(a)  The following exhibits are included herein:

|               |  |                                                                                                                                                                                                        
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 4.1 -  |  | 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.
|Exhibit 10.1 - |  | Employment Agreement between Marsh Supermarkets, LLC
and Frank J. Bryja, dated as of September 15, 2002.                                                                                               
|Exhibit 10.2 - |  | First Amendment to 1999 Senior Executive Supplemental
Retirement Plan, dated as of February 13, 2003.                                                                                                  
|Exhibit 99.1 - |  | Section 906 Certificate of Don E. Marsh.                                                                                                                                                               
|Exhibit 99.2 - |  | Section 906 Certificate of Douglas W. Dougherty.                                                                                                                                                       

(b)  Reports on Form 8-K



| |                                                                                     
| | ------------------------------------------------------------------------------------
| | No reports on Form 8-K were filed during the quarter for which this
report is filed.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                  |  |                          |  |                                                                                  
|----------------- |  | ------------------------ |  | ---------------------------------------------------------------------------------
|                  |  | MARSH SUPERMARKETS, INC.
|                  |  |                          |  |                                                                                  
|February 18, 2003 |  | By:                      |  | /s/ Douglas W. Dougherty                                                         
|                  |  |                          |  |                                                                                  
|                  |  |                          |  | Douglas W. Dougherty
Senior Vice President, Chief Financial Officer
and Treasurer
|                  |  |                          |  |                                                                                  
|February 18, 2003 |  | By:                      |  | /s/ Mark A. Varner                                                               
|                  |  |                          |  |                                                                                  
|                  |  |                          |  | Mark A. Varner
Chief Accounting Officer,
Vice President  Corporate Controller   

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##### Table of Contents






CERTIFICATIONS

I, Don E. Marsh, certify that:

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

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

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

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

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

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

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

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

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

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

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                        |  |                                     
|----------------------- |  | ------------------------------------
|Date: February 18, 2003 |  |                                     
|                        |  |                                     
|                        |  | /s/ Don E. Marsh                    
|                        |  |                                     
|                        |  | Don E. Marsh
Chief Executive Officer

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##### Table of Contents



I, Douglas W. Dougherty, certify that:

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

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

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

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

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

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

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

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

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

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

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                        |  |                                             
|----------------------- |  | --------------------------------------------
|Date: February 18, 2003 |  |                                             
|                        |  |                                             
|                        |  | /s/ Douglas W. Dougherty                    
|                        |  |                                             
|                        |  | Douglas W. Dougherty
Chief Financial Officer

17