##### 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 October 12, 2002

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)

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 October 31, 2002:

|                      |  |  |           |  |  |       
|--------------------- |  |  | --------- |  |  | ------
|Class A Common Stock- |  |  | 3,832,538 |  |  | shares
|Class B Common Stock- |  |  | 4,128,465 |  |  | shares
|                      |  |  |           |  |  |       
|                      |  |  | 7,961,003 |  |  | 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                                          
|SECTION 906 CERTIFICATION OF THE CEO                
|SECTION 906 CERTIFICATION OF THE CFO                



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PART I FINANCIAL INFORMATION

Item 1. Financial Statements

MARSH SUPERMARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)

|                                                                   |                                     |   |                |     |                |   |             |        |             |   |         |      |   |   |         |       |  
|------------------------------------------------------------------ | ----------------------------------- | - | -------------- | --- | -------------- | - | ----------- | ------ | ----------- | - | ------- | ---- | - | - | ------- | ----- | -
|                                                                   |                                     |   | 16 Weeks Ended |     | 28 Weeks Ended
|                                                                   |                                     |   |                |     |               
|                                                                   |                                     |   | October 12,    |     | October 13,    |   | October 12, |        | October 13,
|                                                                   |                                     |   | 2002           |     | 2001           |   | 2002        |        | 2001       
|                                                                   |                                     |   |                |     |                |   |             |        |            
|Sales and other revenues                                           |                                     | $ | 512,722        |     |                | $ | 506,795     |        |             | $ | 896,217 |      |   | $ | 881,594 |      
|Gains from sales of real estate                                    |                                     |   | 1,875          |     |                |   | 1,435       |        |             |   | 3,546   |      |   |   | 1,887   |      
|                                                                   |                                     |   |                |     |                |   |             |        |             |   |         |      |   |   |         |      
|Total revenues                                                     |                                     |   | 514,597        |     |                |   | 508,230     |        |             |   | 899,763 |      |   |   | 883,481 |      
|Cost of merchandise sold, including
warehousing and transportation |                                     |   | 360,019        |     |                |   | 358,099     |        |             |   | 626,250 |      |   |   | 620,766 |      
|                                                                   |                                     |   |                |     |                |   |             |        |             |   |         |      |   |   |         |      
|Gross profit                                                       |                                     |   | 154,578        |     |                |   | 150,131     |        |             |   | 273,513 |      |   |   | 262,715 |      
|Selling, general and administrative                                |                                     |   | 138,739        |     |                |   | 133,488     |        |             |   | 241,653 |      |   |   | 230,743 |      
|Depreciation                                                       |                                     |   | 7,527          |     |                |   | 6,941       |        |             |   | 13,117  |      |   |   | 11,697  |      
|                                                                   |                                     |   |                |     |                |   |             |        |             |   |         |      |   |   |         |      
|Operating income                                                   |                                     |   | 8,312          |     |                |   | 9,702       |        |             |   | 18,743  |      |   |   | 20,275  |      
|Interest                                                           |                                     |   | 7,410          |     |                |   | 6,712       |        |             |   | 12,833  |      |   |   | 11,785  |      
|                                                                   |                                     |   |                |     |                |   |             |        |             |   |         |      |   |   |         |      
|Income from continuing operations
before income taxes              |                                     |   | 902            |     |                |   | 2,990       |        |             |   | 5,910   |      |   |   | 8,490   |      
|Income taxes                                                       |                                     |   | 578            |     |                |   | 941         |        |             |   | 2,425   |      |   |   | 2,793   |      
|                                                                   |                                     |   |                |     |                |   |             |        |             |   |         |      |   |   |         |      
|Income from continuing operations                                  |                                     |   | 324            |     |                |   | 2,049       |        |             |   | 3,485   |      |   |   | 5,697   |      
|Discontinued operation:                                            |                                     |   |                |     |                |   |             |        |             |   |         |      |   |   |         |      
|                                                                   | Loss from operations, net of tax    |   |                |    |                |   |             | (1,122 | )           |   |         |     |   |   |         | (859  | )
|                                                                   | Gain (loss) on disposal, net of tax |   |                | (18 | )              |   |             | 3,275  |             |   |         | (199 | ) |   |         | 3,275 |  
|                                                                   |                                     |   |                |     |                |   |             |        |             |   |         |      |   |   |         |      
|Net income                                                         |                                     | $ | 306            |     |                | $ | 4,202       |        |             | $ | 3,286   |      |   | $ | 8,113   |      
|                                                                   |                                     |   |                |     |                |   |             |        |             |   |         |      |   |   |         |      
|Basic earnings per common share:                                   |                                     |   |                |     |                |   |             |        |             |   |         |      |   |   |         |      
|Continuing operations                                              |                                     | $ | .04            |     |                | $ | .26         |        |             | $ | .44     |      |   | $ | .72     |      
|Discontinued operation                                             |                                     |   |               |     |                |   | (.14        | )      |             |   |        |      |   |   | (.11    | )    
|Gain (loss) on disposal of discontinued operation                  |                                     |   |               |     |                |   | .41         |        |             |   | (.03    | )    |   |   | .41     |      
|                                                                   |                                     |   |                |     |                |   |             |        |             |   |         |      |   |   |         |      
|Net income                                                         |                                     | $ | .04            |     |                | $ | .53         |        |             | $ | .41     |      |   | $ | 1.02    |      
|                                                                   |                                     |   |                |     |                |   |             |        |             |   |         |      |   |   |         |      
|Diluted earnings per common share:                                 |                                     |   |                |     |                |   |             |        |             |   |         |      |   |   |         |      
|Continuing operations                                              |                                     | $ | .04            |     |                | $ | .25         |        |             | $ | .41     |      |   | $ | .65     |      
|Discontinued operation                                             |                                     |   |               |     |                |   | (.12        | )      |             |   |        |      |   |   | (.09    | )    
|Gain (loss) on disposal of discontinued operation                  |                                     |   |               |     |                |   | .35         |        |             |   | (.02    | )    |   |   | .35     |      
|                                                                   |                                     |   |                |     |                |   |             |        |             |   |         |      |   |   |         |      
|Net income                                                         |                                     | $ | .04            |     |                | $ | .48         |        |             | $ | .39     |      |   | $ | .91     |      
|                                                                   |                                     |   |                |     |                |   |             |        |             |   |         |      |   |   |         |      
|Dividends per share                                                |                                     | $ | .11            |     |                | $ | .11         |        |             | $ | .22     |      |   | $ | .22     |      
|                                                                   |                                     |   |                |     |                |   |             |        |             |   |         |      |   |   |         |      

See notes to condensed consolidated financial statements.

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

|                                                         |                                                                                                               |              |                      |                             |        |             |         |           |        |             |         |         |        |         |         | 
|-------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------- | ------------ | -------------------- | --------------------------- | ------ | ----------- | ------- | --------- | ------ | ----------- | ------- | ------- | ------ | ------- | ------- | 
|                                                         |                                                                                                               |              |                      |                             |        | October 12, |         | March 30, |        | October 13,
|                                                         |                                                                                                               |              |                      |                             |        | 2002        |         | 2002      |        | 2001       
|                                                         |                                                                                                               |              |                      |                             |        |             |         |           |        |            
|                                                         |                                                                                                               |              |                      |                             |        | (Unaudited) |         | (Note A)  |        | (Unaudited)
|                                                         |                                                                                                               |              |                      |                             |        |             |         |           |        |            
|ASSETS                                                   |                                                                                                               |              |                      |                             |        |             |         |           |        |             |         |        
|Current assets:                                          |                                                                                                               |              |                      |                             |        |             |         |           |        |             |         |        
|                                                         | Cash and equivalents                                                                                          |              | $                    | 33,066                      |        |             | $       | 37,516    |        |             | $       | 30,807  |       
|                                                         | Accounts receivable                                                                                           |              |                      | 34,417                      |        |             |         | 33,613    |        |             |         | 47,991  |       
|                                                         | Inventories, less LIFO reserve: October 12, 2002 - $1,899;
March 30, 2002 - $1,899; October 13, 2001 - $2,636 |              |                      | 138,081                     |        |             |         | 132,940   |        |             |         | 140,172 |       
|                                                         | Prepaid expenses                                                                                              |              |                      | 6,061                       |        |             |         | 7,639     |        |             |         | 6,147   |       
|                                                         | Recoverable income taxes                                                                                      |              |                      | 968                         |        |             |         | 1,021     |        |             |         |        |       
|                                                         |                                                                                                               |              |                      |                             |        |             |         |           |        |             |         |        
|                                                         |                                                                                                               |              | Total current assets |                             |        | 212,593     |         |           |        | 212,729     |         |         |        | 225,117 |        
|Property and equipment, less allowances for depreciation |                                                                                                               |              | 315,802              |                             |        |             | 318,650 |           |        |             | 313,760 |        
|Other assets                                             |                                                                                                               |              | 48,142               |                             |        |             | 51,851  |           |        |             | 54,587  |        
|                                                         |                                                                                                               |              |                      |                             |        |             |         |           |        |             |         |        
|                                                         |                                                                                                               | $            | 576,537              |                             |        | $           | 583,230 |           |        | $           | 593,464 |        
|                                                         |                                                                                                               |              |                      |                             |        |             |         |           |        |             |         |        
|LIABILITIES AND SHAREHOLDERS EQUITY                     |                                                                                                               |              |                      |                             |        |             |         |           |        |             |         |        
|Current liabilities:                                     |                                                                                                               |              |                      |                             |        |             |         |           |        |             |         |        
|                                                         | Notes payable to bank                                                                                         |              | $                    |                            |        |             | $       | 1,300     |        |             | $       |        |       
|                                                         | Accounts payable                                                                                              |              |                      | 72,538                      |        |             |         | 71,640    |        |             |         | 90,791  |       
|                                                         | Accrued liabilities                                                                                           |              |                      | 59,496                      |        |             |         | 57,972    |        |             |         | 59,180  |       
|                                                         | Current maturities of long-term liabilities                                                                   |              |                      | 3,340                       |        |             |         | 2,727     |        |             |         | 2,512   |       
|                                                         |                                                                                                               |              |                      |                             |        |             |         |           |        |             |         |        
|                                                         |                                                                                                               |              |                      | Total current liabilities   |        |             | 135,374 |           |        |             | 133,639 |         |        |         | 152,483 | 
|Long-term liabilities:                                   |                                                                                                               |              |                      |                             |        |             |         |           |        |             |         |        
|                                                         | Long-term debt                                                                                                |              |                      | 217,474                     |        |             |         | 237,823   |        |             |         | 246,814 |       
|                                                         | Capital lease obligations                                                                                     |              |                      | 29,437                      |        |             |         | 25,933    |        |             |         | 15,234  |       
|                                                         |                                                                                                               |              |                      |                             |        |             |         |           |        |             |         |        
|                                                         |                                                                                                               |              |                      | Total long-term liabilities |        |             | 246,911 |           |        |             | 263,756 |         |        |         | 262,048 | 
|Deferred items:                                          |                                                                                                               |              |                      |                             |        |             |         |           |        |             |         |        
|                                                         |                                                                                                               | Income taxes |                      |                             | 17,337 |             |         |           | 16,472 |             |         |         | 13,866 |        
|                                                         |                                                                                                               | Other        |                      |                             | 34,580 |             |         |           | 28,566 |             |         |         | 21,953 |        
|                                                         |                                                                                                               |              |                      |                             |        |             |         |           |        |             |         |        
|                                                         |                                                                                                               |              |                      | Total deferred items        |        |             | 51,917  |           |        |             | 45,038  |         |        |         | 35,819  | 
|Shareholders Equity:                                    |                                                                                                               |              |                      |                             |        |             |         |           |        |             |         |        
|                                                         | Common stock, Classes A and B                                                                                 |              |                      | 26,418                      |        |             |         | 26,403    |        |             |         | 26,153  |       
|                                                         | Retained earnings                                                                                             |              |                      | 137,068                     |        |             |         | 135,534   |        |             |         | 131,997 |       
|                                                         | Cost of common stock in treasury                                                                              |              |                      | (14,713                     | )      |             |         | (14,509   | )      |             |         | (13,557 | )     
|                                                         | Deferred cost  restricted stock                                                                              |              |                      | (166                        | )      |             |         | (270      | )      |             |         | (421    | )     
|                                                         | Notes receivable  stock options                                                                              |              |                      | (948                        | )      |             |         | (1,037    | )      |             |         | (1,058  | )     
|                                                         | Accumulated other comprehensive loss                                                                          |              |                      | (5,324                      | )      |             |         | (5,324    | )      |             |         |        |       
|                                                         |                                                                                                               |              |                      |                             |        |             |         |           |        |             |         |        
|                                                         |                                                                                                               |              |                      | Total shareholders equity  |        |             | 142,335 |           |        |             | 140,797 |         |        |         | 143,114 | 
|                                                         |                                                                                                               |              |                      |                             |        |             |         |           |        |             |         |        
|                                                         |                                                                                                               | $            | 576,537              |                             |        | $           | 583,230 |           |        | $           | 593,464 |        
|                                                         |                                                                                                               |              |                      |                             |        |             |         |           |        |             |         |        

See notes to condensed consolidated financial statements.

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

|                                                                                  |                                                   |   |                |        |             |   |         |        |  
|--------------------------------------------------------------------------------- | ------------------------------------------------- | - | -------------- | ------ | ----------- | - | ------- | ------ | -
|                                                                                  |                                                   |   | 28 Weeks Ended
|                                                                                  |                                                   |   |               
|                                                                                  |                                                   |   | October 12,    |        | October 13,
|                                                                                  |                                                   |   | 2002           |        | 2001       
|                                                                                  |                                                   |   |                |        |            
|Operating activities                                                              |                                                   |   |                |        |             |   |         |       
|Net income                                                                        |                                                   | $ | 3,286          |        |             | $ | 8,113   |       
|Adjustments to reconcile net income to net
cash provided by operating activities: |                                                   |   |                |        |             |   |         |       
|                                                                                  | Depreciation                                      |   |                | 13,117 |             |   |         | 12,070 |  
|                                                                                  | Amortization of other assets                      |   |                | 798    |             |   |         | 852    |  
|                                                                                  | Loss (gain) on disposal of discontinued operation |   |                | 199    |             |   |         | (3,275 | )
|                                                                                  | Changes in operating assets and liabilities       |   |                | 5,410  |             |   |         | (2,129 | )
|                                                                                  | Other operating activities                        |   |                | (2,708 | )           |   |         | (189   | )
|                                                                                  |                                                   |   |                |        |             |   |         |       
|Net cash provided by operating activities                                         |                                                   |   | 20,102         |        |             |   | 15,442  |       
|Investing activities                                                              |                                                   |   |                |        |             |   |         |       
|Net acquisition of property, equipment and land                                   |                                                   |   | (27,449        | )      |             |   | (36,552 | )     
|Proceeds from sale of discontinued operation                                      |                                                   |   |               |        |             |   | 14,062  |       
|Other investing activities                                                        |                                                   |   | (768           | )      |             |   | (652    | )     
|                                                                                  |                                                   |   |                |        |             |   |         |       
|Net cash used for investing activities                                            |                                                   |   | (28,217        | )      |             |   | (23,142 | )     
|Financing activities                                                              |                                                   |   |                |        |             |   |         |       
|Repayments of short-term borrowings                                               |                                                   |   | (1,300         | )      |             |   |        |       
|Proceeds of long-term borrowings                                                  |                                                   |   | 15,000         |        |             |   | 25,000  |       
|Repayments of long-term debt and capital leases                                   |                                                   |   | (35,401        | )      |             |   | (25,313 | )     
|Proceeds from sale/leasebacks                                                     |                                                   |   | 27,309         |        |             |   | 11,154  |       
|Purchases of shares for treasury                                                  |                                                   |   | (321           | )      |             |   | (1,966  | )     
|Stock options exercised                                                           |                                                   |   |               |        |             |   | 78      |       
|Cash dividends paid                                                               |                                                   |   | (1,754         | )      |             |   | (1,777  | )     
|Other financing activities                                                        |                                                   |   | 132            |        |             |   | 74      |       
|                                                                                  |                                                   |   |                |        |             |   |         |       
|Net cash provided by financing activities                                         |                                                   |   | 3,665          |        |             |   | 7,250   |       
|                                                                                  |                                                   |   |                |        |             |   |         |       
|Net decrease in cash and equivalents                                              |                                                   |   | (4,450         | )      |             |   | (450    | )     
|Cash and equivalents at beginning of period                                       |                                                   |   | 37,516         |        |             |   | 31,257  |       
|                                                                                  |                                                   |   |                |        |             |   |         |       
|Cash and equivalents at end of period                                             |                                                   | $ | 33,066         |        |             | $ | 30,807  |       
|                                                                                  |                                                   |   |                |        |             |   |         |       

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)

October 12, 2002

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 sixteen and
twenty-eight week periods ended October 12, 2002 and October 13, 2001,
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.

Operating results for the twenty-eight week period ended October 12, 2002, 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 facilities. 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 October 12, 2002, are not material.

Operating results of the discontinued operation were as follows:

|                         |  |                |        |                |  |   |         |  
|------------------------ |  | -------------- | ------ | -------------- |  | - | ------- | -
|                         |  | 16 Weeks Ended |        | 28 Weeks Ended
|                         |  | October 13,    |        | October 13,   
|                         |  | 2001           |        | 2001          
|                         |  |                |        |               
|Sales and other revenues |  | $              | 78,568 |                |  | $ | 140,991 |  
|                         |  |                |        |                |  |   |         |  
|Loss before income taxes |  |                | (1,726 | )              |  |   | (1,322  | )
|Income taxes (benefit)   |  |                | (604   | )              |  |   | (463    | )
|                         |  |                |        |                |  |   |         |  
|Net loss                 |  | $              | (1,122 | )              |  | $ | (859    | )
|                         |  |                |        |                |  |   |         |  

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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 share:

|                                                                              |                              |   |                |     |                |   |             |        |             |   |       |       |   |   |       |       |  
|----------------------------------------------------------------------------- | ---------------------------- | - | -------------- | --- | -------------- | - | ----------- | ------ | ----------- | - | ----- | ----- | - | - | ----- | ----- | -
|                                                                              |                              |   | 16 Weeks Ended |     | 28 Weeks Ended
|                                                                              |                              |   |                |     |               
|                                                                              |                              |   | October 12,    |     | October 13,    |   | October 12, |        | October 13,
|                                                                              |                              |   | 2002           |     | 2001           |   | 2002        |        | 2001       
|                                                                              |                              |   |                |     |                |   |             |        |            
|Income from continuing operations                                             |                              | $ | 324            |     |                | $ | 2,049       |        |             | $ | 3,485 |       |   | $ | 5,697 |      
|Discontinued operation:                                                       |                              |   |                |     |                |   |             |        |             |   |       |       |   |   |       |      
|                                                                              | Loss from operations         |   |                |    |                |   |             | (1,122 | )           |   |       |      |   |   |       | (859  | )
|                                                                              | Gain (loss) on disposal      |   |                | (18 | )              |   |             | 3,275  |             |   |       | (199  | ) |   |       | 3,275 |  
|                                                                              |                              |   |                |     |                |   |             |        |             |   |       |       |   |   |       |      
|Numerator for basic earnings per share                                        |                              |   | 306            |     |                |   | 4,202       |        |             |   | 3,286 |       |   |   | 8,113 |      
|Effect of convertible debentures                                              |                              |   |               | (a) |                |   | 293         |        |             |   | 442   |       |   |   | 506   |      
|                                                                              |                              |   |                |     |                |   |             |        |             |   |       |       |   |   |       |      
|Numerator for diluted earnings per share
- income after assumed conversions   |                              | $ | 306            |     |                | $ | 4,495       |        |             | $ | 3,728 |       |   | $ | 8,619 |      
|                                                                              |                              |   |                |     |                |   |             |        |             |   |       |       |   |   |       |      
|Weighted average shares outstanding                                           |                              |   | 7,970          |     |                |   | 8,023       |        |             |   | 7,973 |       |   |   | 8,033 |      
|                                                                              | Non-vested restricted shares |   |                | (27 | )              |   |             | (70    | )           |   |       | (27   | ) |   |       | (73   | )
|                                                                              |                              |   |                |     |                |   |             |        |             |   |       |       |   |   |       |      
|Denominator for basic earnings per share                                      |                              |   | 7,943          |     |                |   | 7,953       |        |             |   | 7,946 |       |   |   | 7,960 |      
|Effect of dilutive securities:                                                |                              |   |                |     |                |   |             |        |             |   |       |       |   |   |       |      
|                                                                              | Non-vested restricted shares |   |                | 27  |                |   |             | 70     |             |   |       | 27    |   |   |       | 73    |  
|                                                                              | Stock options                |   |                | 123 |                |   |             | 147    |             |   |       | 220   |   |   |       | 137   |  
|                                                                              | Convertible debentures       |   |                |    | (a)            |   |             | 1,284  |             |   |       | 1,284 |   |   |       | 1,284 |  
|                                                                              |                              |   |                |     |                |   |             |        |             |   |       |       |   |   |       |      
|Denominator for diluted earnings per share
- adjusted weighted average shares |                              |   | 8,093          |     |                |   | 9,454       |        |             |   | 9,477 |       |   |   | 9,454 |      
|                                                                              |                              |   |                |     |                |   |             |        |             |   |       |       |   |   |       |      



---

|(a) |  | convertible debentures are excluded, as the effect would have been
anti-dilutive.
|--- |  | ---------------------------------------------------------------------------------

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 $150.0 million of 8
7/8% senior subordinated notes. The Guarantors are 100% wholly owned
subsidiaries of the Company. The Company has not presented separate financial
statements and other disclosures concerning each Guarantor because management
has determined that such information is not material to investors. Summarized
combined financial information for the Guarantors is set forth below:

|                       |  |   |             |  |           |   |             |  |  |   |         |  | 
|---------------------- |  | - | ----------- |  | --------- | - | ----------- |  |  | - | ------- |  | 
|                       |  |   | October 12, |  | March 30, |   | October 13,
|                       |  |   | 2002        |  | 2002      |   | 2001       
|                       |  |   |             |  |           |   |            
|Current assets         |  | $ | 212,593     |  |           | $ | 207,530     |  |  | $ | 217,671 | 
|Current liabilities    |  |   | 127,405     |  |           |   | 121,229     |  |  |   | 134,396 | 
|Noncurrent assets      |  |   | 322,794     |  |           |   | 331,074     |  |  |   | 331,793 | 
|Noncurrent liabilities |  |   | 120,010     |  |           |   | 120,997     |  |  |   | 121,213 | 

|               |  |                |         |                |  |             |         |             |  |   |         |  |  |   |           | 
|-------------- |  | -------------- | ------- | -------------- |  | ----------- | ------- | ----------- |  | - | ------- |  |  | - | --------- | 
|               |  | 16 Weeks Ended |         | 28 Weeks Ended
|               |  |                |         |               
|               |  | October 12,    |         | October 13,    |  | October 12, |         | October 13,
|               |  | 2002           |         | 2001           |  | 2002        |         | 2001       
|               |  |                |         |                |  |             |         |            
|Total revenues |  | $              | 514,582 |                |  | $           | 580,517 |             |  | $ | 899,736 |  |  | $ | 1,018,178 | 
|Gross profit   |  |                | 154,563 |                |  |             | 150,336 |             |  |   | 273,486 |  |  |   | 265,197   | 
|Net income     |  |                | 4,186   |                |  |             | 8,318   |             |  |   | 9,636   |  |  |   | 14,984    | 

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 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 are
effective for years beginning after May 15, 2002 (the Companys 2004 fiscal
year) and the Company is currently evaluating the effects, if any, that this
standard will have on its results of operations and 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
Companys third quarter). The Company is currently evaluating the effects, if
any, that this standard will have on its results of operations and financial
position.

7



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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. 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 economy and the general retail food industry; the level of
discounting by competitors; uncertainties regarding future real estate gains;
food deflation stability and timing of distribution incentives from suppliers;
the impact of any acquisitions and dispositions; the level of margins
achievable in the Companys operating divisions and their ability to minimize
operating expenses; 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; 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 October 12, 2002, Marsh Supermarkets, Inc. (the Company or Marsh)
operated 112 supermarkets and 170 Village Pantry convenience stores in central
Indiana and western Ohio. The Company believes that Marsh supermarkets have
one of the largest market shares of supermarket chains operating in its market
area and Village Pantry has one of the largest market shares of convenience
stores in its market area. Marsh also owns and operates a food services
division, which provides upscale catering, vending, concession and business
cafeteria management services, and a floral division, which operates five
upscale retail floral shops under the name of McNamara and one business florist
under the name Enflora.

Results of Operations

Results of operations for interim periods do not necessarily reflect the
results 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:

|                                    |  |                     |       |                  |  |        |       |                     |  |      |       |        |  |  |       |   |  |  |       |   |  |  |       |   
|----------------------------------- |  | ------------------- | ----- | ---------------- |  | ------ | ----- | ------------------- |  | ---- | ----- | ------ |  |  | ----- | - |  |  | ----- | - |  |  | ----- | --
|                                    |  | Second Quarter      |       | Year - to - Date
|                                    |  |                     |       |                 
|                                    |  | Percent of Revenues |       |                  |  |        |       | Percent of Revenues |  |      |       |       
|                                    |  |                     |       | Percent          |  |        |       | Percent            
|                                    |  | 2002                |       | 2001             |  | Change |       | 2002                |  | 2001 |       | Change
|                                    |  |                     |       |                  |  |        |       |                     |  |      |       |       
|Total revenues                      |  |                     | 100.0 | %                |  |        | 100.0 | %                   |  |      | 1.3   | %      |  |  | 100.0 | % |  |  | 100.0 | % |  |  | 1.8   | % 
|Gross profit                        |  |                     | 30.0  | %                |  |        | 29.5  | %                   |  |      | 3.0   | %      |  |  | 30.4  | % |  |  | 29.7  | % |  |  | 4.1   | % 
|Selling, general and administrative |  |                     | 27.0  | %                |  |        | 26.3  | %                   |  |      | 3.9   | %      |  |  | 26.9  | % |  |  | 26.1  | % |  |  | 4.7   | % 
|Depreciation                        |  |                     | 1.5   | %                |  |        | 1.4   | %                   |  |      | 8.4   | %      |  |  | 1.5   | % |  |  | 1.3   | % |  |  | 12.1  | % 
|Operating income                    |  |                     | 1.6   | %                |  |        | 1.9   | %                   |  |      | (14.3 | %)     |  |  | 2.1   | % |  |  | 2.3   | % |  |  | (7.6  | %)
|Interest                            |  |                     | 1.4   | %                |  |        | 1.3   | %                   |  |      | 10.4  | %      |  |  | 1.4   | % |  |  | 1.3   | % |  |  | 8.9   | % 
|Income taxes                        |  |                     | 0.1   | %                |  |        | 0.2   | %                   |  |      | (38.6 | %)     |  |  | 0.3   | % |  |  | 0.3   | % |  |  | (13.2 | %)
|Income from continuing operations   |  |                     | 0.1   | %                |  |        | 0.4   | %                   |  |      | (84.2 | %)     |  |  | 0.4   | % |  |  | 0.6   | % |  |  | (38.8 | %)

8



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##### Table of Contents



Total Revenues

In the second quarter of 2003, consolidated total revenues were $514.6 million,
compared to $508.2 million in the second quarter of 2002. Supermarket revenues
increased $2.1 million, Village Pantry revenues increased $0.8 million and
Crystal Food Service revenues increased $2.5 million. Sales, excluding fuel,
decreased 1.5%. Sales in comparable supermarkets and convenience stores,
including replacement stores and format conversions, but excluding fuel,
decreased 3.1% from the second quarter of 2002, compared to a 4.9% increase in
the second quarter of 2002 over the year earlier quarter. Increased competitive
square footage and promotions, a weak economy and food deflation all
contributed to the decline in same store sales. Consolidated total revenues for
the second quarter of 2003 included gains of $1.9 million from sales of real
estate in the normal course of business, compared to $1.4 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 twenty-eight weeks ended October 12, 2002, consolidated total revenues
increased $16.3 million, or 1.8%, from the same twenty-eight week period of
2002 to $899.8 million. Supermarket revenues increased $11.6 million, Village
Pantry revenues decreased $2.8 million, Crystal Food Service revenues increased
$3.8 million and gains on sales of real estate increased $1.7 million. Sales,
excluding fuel, decreased 1.2%. Sales in comparable stores, including
replacement stores and format conversions, but excluding fuel, decreased 3.0%
from the twenty-eight weeks of 2002 compared to a 4.0% increase in 2002 over
the year earlier period. Increased competitive square footage and promotions, a
weak economy and food deflation all contributed to the decline in same store
sales. Consolidated total revenues for the twenty-eight weeks of 2003 included
gains of $3.5 million from sales of real estate, compared to $1.9 million for
the year earlier period.

Gross Profit

Gross profit is calculated net of warehousing, transportation, and promotional
expenses. In the second quarter of 2003, consolidated gross profit increased
$4.4 million, or 3.0%, from the second quarter of 2002 to $154.6 million. As a
percentage of revenues, consolidated gross profit was 30.0% in the second
quarter of 2003 compared to 29.5% for the same quarter in 2002. Gross profit in
the current quarter includes a $1.2 million one-time inventory gain resulting
from an increase in cigarette state excise taxes. As a percentage of revenues,
gross profit increased in supermarkets, declined in convenience stores and
declined slightly in the food service division.

For the twenty-eight weeks ended October 12, 2002, consolidated gross profit
increased $10.8 million, or 4.1%, from the year earlier to $273.5 million
primarily due to the acquisition of OMalia Food Markets in October 2001 and
increased revenues at a higher gross profit rate in the food service division. As
a percentage of revenues, consolidated gross profit was 30.4% in the current
year compared to 29.7% for 2002. As a percentage of revenues, gross profit
increased in the supermarket and food service divisions, but declined slightly
in convenience stores.

Selling, General and Administrative Expenses

In the second quarter of 2003, consolidated selling, general and administrative
(SG&A) expenses increased $5.3 million, or 3.9%, from the second quarter of
2002 to $138.7 million. As a percentage of revenues, SG&A expenses were 27.0%
in the second quarter of 2003, compared to 26.3% in the second quarter of 2002.
The percent increase was partially due to the decline in sales reducing
leverage against fixed costs. Approximately half of the dollar increase
resulted from new stores, with the remainder primarily attributable to
increased medical costs, building rent for stores sold and leased back, credit
and debit card transaction fees, and workers compensation costs. Also, the
Company incurred a $0.5 million expense in the quarter for a customer trip to
replace a trip cancelled following the events of September 11, 2001. Wage
expense in stores open both quarters, excluding supermarket conversions to the
LoBill format, decreased 4.1% primarily reflecting the same store sales decline
and continued efforts on labor efficiency and scheduling.

9



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##### Table of Contents



For the twenty-eight weeks in 2003, SG&A expenses increased $10.9 million, or
4.7%, from the comparable twenty-eight weeks in 2002. As a percentage of
revenues, consolidated SG&A expenses increased to 26.9% from 26.1% in 2002. In
identical stores, wage expense decreased 3.4% from the comparable twenty-eight
weeks of the prior year primarily reflecting the same store sales decline and
continued efforts on labor efficiency and scheduling.

Depreciation Expense

Depreciation expense for the second quarter of 2003 was $7.5 million, compared
to $6.9 million for the second quarter of 2002. The increase is attributable to
capital investment in new and remodeled stores. As a percentage of revenues,
depreciation expense was 1.5% for the second quarter of 2003, compared to 1.4%
for the prior year quarter.

For the twenty-eight weeks in 2003, depreciation expense was $13.1 million,
compared to $11.7 million for the twenty-eight weeks in 2002. As a percentage
of revenues, depreciation expense was 1.5% for the twenty-eight weeks in 2003,
compared to 1.3% for the comparable weeks of the prior year.

Operating Income

Operating income (income from continuing operations before interest and taxes)
was $8.3 million for the second quarter of 2003, compared to $9.7 million for
the second quarter of 2002 as the increases in SG&A expenses and depreciation
exceeded the increase in gross profit. As a percentage of revenues, operating
income was 1.6% in 2003, compared to 1.9% for the second quarter of 2002.

Operating income was $18.7 million for the twenty-eight weeks in 2003, compared
to $20.3 million for the year earlier period. As a percentage of revenues,
operating income was 2.1% for the twenty-eight weeks in 2003, compared to 2.3%
for the comparable period in 2002.

Interest Expense

Interest expense for the second quarter of 2003 was $7.4 million, compared to
$6.7 million for the second quarter of 2002 due primarily to capital leases
entered into since October 13, 2001. Interest expense as a percentage of sales
was 1.4% in 2003 compared to 1.3% in 2002.

For the twenty-eight weeks in 2003, interest expense was $12.8 million,
compared to $11.8 million in 2002. As a percentage of revenues, interest
expense was 1.4% for the twenty-eight weeks in 2003, compared to 1.3% for the
comparable period in 2002.

Income Taxes

For the second quarter of 2003, the effective income tax rate was not
meaningful due to the low level of income before taxes. The effective income
tax rate for the second quarter of 2002 was 31.5%. For the twenty-eight weeks
of 2003, the effective income tax rate was 41.0%, compared to 32.9% for the
comparable weeks in 2002. The increase in effective income tax rate in 2003
results primarily from the inability to deduct charitable donations of food.

Income from Continuing Operations

Income from continuing operations for the second quarter of 2003 was $0.3
million, compared to $2.0 million for the second quarter of 2002. Decreased
operating income, increased interest expense and a higher effective income tax
rate account for the decline. As a percentage of revenues, income from
continuing operations was 0.1% for the second quarter of 2003 compared to 0.4%
in 2002.

For the twenty-eight weeks of 2003, income from continuing operations was $3.5
million, compared to $5.7 million in 2002. Decreased operating income, increased
interest expense and a higher effective income tax rate account for the
decline. As a percentage of revenues, income from continuing operations was
0.4% for the twenty-eight weeks of 2003 compared to 0.6% for the year earlier
period.

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##### Table of Contents



Discontinued Operation

During the quarter ended October 13, 2001, the Company sold certain assets of
its wholesale division. The discontinued operation reported an after tax loss
of $1.1 million in the second quarter of 2002. For the twenty-eight weeks of
2002, the discontinued operation reported a loss of $0.9 million. The sale
resulted in a net gain of $3.3 million in the second quarter of 2002.

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 first half 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 thirty-five stores completed to date and the
remainder scheduled for completion during the third 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. In 2003, the Company also plans to
remodel two Marsh supermarkets and install new energy management systems in 103
supermarkets. The cost of these projects and other capital commitments is
estimated to be $60 million. Of this amount, the Company plans to fund $40
million through sale/leasebacks, $13 million through equipment leasing and the
remainder from internally generated funds. As of October 12, 2002, the Company
had capital spending of $41 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.

Liquidity and Capital Resources

Net cash provided by operating activities in the first half of 2003 was $20.1
million, compared to $15.4 million in the first half of 2002. The increase in
net cash provided by operating activities was due primarily to a smaller
increase of seasonal inventory compared to the year earlier period and a reduction of
accounts receivable. Working capital declined $1.9 million from March 30, 2002.
Changes in working capital included a $5.1 million increase in inventory to
support seasonal sales levels.

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 $9.0 million under the facility at October 12, 2002.
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 $51.8 million as of
October 12, 2002.

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 October 12, 2002.

Convertible debentures totaling $19.9 million mature in February 2003. The
Company expects that proceeds from the revolving credit facility will be used
to retire the debentures.

11



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##### Table of Contents



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, 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.

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 October 12,
2002, 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 quarterly 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.

12



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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

On August 6, 2002, the Company held its Annual Meeting of Shareholders. At
the Annual Meeting, the shareholders of the Company elected the following
persons to serve as directors until the Annual Meeting of Shareholders in 2005
and until such time as their respective successors are duly elected and
qualified with the number of votes cast for or withheld as set forth opposite
their names

|                   |  |       |           |           |  |          |         | 
|------------------ |  | ----- | --------- | --------- |  | -------- | ------- | 
|                   |  | Votes
|                   |  |      
|                   |  |       |           |           |  | Withheld
|Nominee            |  | For   |           | Authority
|Charles R. Clark   |  |       | 2,945,779 |           |  |          | 116,680 | 
|James K. Risk, III |  |       | 3,046,440 |           |  |          | 16,019  | 
|J. Michael Blakley |  |       | 2,948,334 |           |  |          | 114,125 | 
|P. Lawrence Butt   |  |       | 3,035,686 |           |  |          | 26,773  | 

Item 5. Other Information

Consistent with
Section 10A of the Securities Exchange Act of 1934, as amended by
Section 202 of the Sarbanes-Oxley Act of 2002, non-audit services
were approved by the Companys Audit Committee to be performed
by Ernst & Young LLP, the Companys independent auditors, or its
affiliates principally relating to tax services and financial advisory
services.

Item 6. Exhibits and Reports on Form 8-K

(a)  The following exhibits are included herein:



| |                                                      
| | -----------------------------------------------------
| | 99.1 Section 906 Certificate of Don E. Marsh.        
|
| | 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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##### Table of Contents






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. | 
|                 
|                 
|November 26, 2002 |  | By:                      |  | /s/ Douglas W. DoughertyDouglas W. Dougherty
Senior Vice President, Chief Financial Officer
and Treasurer
|                 
|November 26, 2002 |  | By:                      |  | /s/ Mark A. VarnerMark 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: November 26, 2002

| |                                                       
| | ------------------------------------------------------
| | /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: November 26, 2002

| |                                                                       
| | ----------------------------------------------------------------------
| | /s/  Douglas
W. Dougherty
Douglas W. Dougherty
Chief Financial Officer

16