<PAGE>   1
                                  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 11, 1997

                          Commission File Number 0-1532


                            MARSH SUPERMARKETS, INC.
             (Exact name of registrant as specified in its charter)

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

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

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



         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.


         Number of shares outstanding of each class of the registrant's common
 stock as of October 11, 1997:

                  Class A Common Stock  -       3,994,529  shares
                  Class B Common Stock  -       4,514,790  shares
                                                ---------
                                                8,509,319  shares
                                                =========

<PAGE>   2


                          PART I FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


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

<TABLE>
<CAPTION>
                                               16 Weeks Ended             28 Weeks Ended
                                          -------------------------  ------------------------
                                          October 11,   October 12,  October 11,  October 12,
                                             1997          1996         1997          1996
                                             ----          ----         ----          ----
<S>                                        <C>           <C>         <C>           <C>                                             
Sales and other revenues                   $ 465,650     $449,099    $ 809,574     $ 784,943
Cost of merchandise sold, including
   warehousing and transportation            350,779      339,919      610,926       594,517
                                           ---------     --------    ---------     ---------
Gross profit                                 114,871      109,180      198,648       190,426
Selling, general and administrative          100,446       95,444      172,709       176,180
Depreciation and amortization                  5,935        5,633       10,311        14,697
                                           ---------     --------    ---------     ---------
Operating profit (loss)                        8,490        8,103       15,628          (451)
Interest and debt expense amortization         5,822        3,824        8,885         6,837
                                           ---------     --------    ---------     ---------
Income (loss) before income taxes
  and extraordinary item                       2,668        4,279        6,743        (7,288)
Income taxes (benefit)                           843        1,540        2,019        (2,915)
                                           ---------     --------    ---------     ---------
Income (loss) before extraordinary item        1,825        2,739        4,724        (4,373)
Extraordinary item, net of tax                (3,278)        --         (3,278)         --
                                           ---------     --------    ---------     ---------

Net income (loss)                          $  (1,453)    $  2,739    $   1,446     $  (4,373)
                                           =========     ========    =========     =========

Earnings (loss) per common share
Per primary share outstanding:
  Before effect of extraordinary item      $     .21     $    .33    $     .56     $    (.52)
  Extraordinary item                            (.38)        --           (.39)         --
                                           ---------     --------    ---------     ---------
  Net income (loss)                        $    (.17)    $    .33    $     .17     $    (.52)
                                           =========     ========    =========     =========

Assuming full dilution:
  Before effect of extraordinary item      $     .21     $    .31    $     .52     $    (.52)
  Extraordinary item                            (.33)        --           (.33)         --
                                           ---------     --------    ---------     ---------
  Net income (loss)                        $    (.12)    $    .31    $     .19     $    (.52)
                                           =========     ========    =========     =========

Dividends per share                        $     .11     $    .11    $     .22     $     .22
                                           =========     ========    =========     =========
</TABLE>


            See notes to condensed consolidated financial statements.




                                       2
<PAGE>   3


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

<TABLE>
<CAPTION>
                                                              October 11,      March, 29      October 12,
                                                                  1997           1997            1996
                                                                  ----           ----            ----
                                                              (Unaudited)      (Note A)       (Unaudited)
<S>                                                           <C>              <C>            <C>   
ASSETS
Current assets:
  Cash and equivalents                                         $  47,467       $  12,529       $  10,628
  Accounts receivable                                             27,286          25,634          24,040
  Inventories (a)                                                 97,440          88,262          94,418
  Prepaid expenses                                                 3,864           5,362           3,795
  Recoverable income taxes                                         1,508             941           2,154
  Deferred income taxes                                             --               650           2,090
                                                               ---------       ---------       ---------
      Total current assets                                       177,565         133,378         137,125
Property and equipment, less  allowances for depreciation        234,434         232,681         234,671
Other assets                                                      38,243          29,572          21,514
                                                               ---------       ---------       ---------
                                                               $ 450,242       $ 395,631       $ 393,310
                                                               =========       =========       =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Notes payable to bank                                        $    --         $  10,755       $   9,000
  Accounts payable                                                58,264          54,132          54,225
  Accrued liabilities                                             42,696          42,140          42,597
  Current maturities of long-term liabilities                      2,802           7,097           7,258
                                                               ---------       ---------       ---------
       Total current liabilities                                 103,762         114,124         113,080

Long-term liabilities:
  Long-term debt                                                 208,139         141,264         141,740
  Capital lease obligations                                        3,923           4,165           4,578
                                                               ---------       ---------       ---------
       Total long-term liabilities                               212,062         145,429         146,318

Deferred items:
   Income taxes                                                    7,686           7,865           8,497
   Other                                                          12,445          12,765          12,254
                                                               ---------       ---------       ---------
       Total deferred items                                       20,131          20,630          20,751

Shareholders' Equity:
  Common stock, Classes A and B (Note B)                          24,784          24,784          24,784
  Retained earnings                                               98,074          98,474          96,195
  Cost of common stock in treasury                                (5,909)         (7,488)         (7,503)
  Deferred cost - restricted stock                                (2,337)           --              --
  Notes receivable - stock options                                  (325)           (322)           (315)
                                                               ---------       ---------       ---------
       Total shareholders' equity                                114,287         115,448         113,161
                                                               ---------       ---------       ---------
                                                               $ 450,242       $ 395,631       $ 393,310
                                                               =========       =========       =========
</TABLE>


(a) less LIFO reserve, October 11, 1997 - $17,754; March 29, 1997 - $17,592;
    October 12, 1996 - $18,633



            See notes to condensed consolidated financial statements.




                                       3
<PAGE>   4


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

<TABLE>
<CAPTION>
                                                             28 Weeks Ended
                                                       ---------------------------
                                                       October 11,     October 12,
                                                          1997            1996
                                                          ----            ----
<S>                                                    <C>             <C>
OPERATING ACTIVITIES
Net income (loss)                                      $   1,446       $ (4,373)
Adjustments to reconcile net income (loss) to net
         cash provided by operating activities:
    Depreciation and amortization                         10,311         14,697
    Amortization of other assets                           2,755          2,793
    Debt extinguishment costs                              3,278           --
    Changes in operating assets and liabilities           (4,741)        (1,835)
    Other operating activities                            (1,787)         2,282
                                                       ---------       --------
Net cash provided by operating activities                 11,262         13,564

INVESTING ACTIVITIES
Net acquisition of property, equipment and land          (12,726)       (18,222)
Other investing activities                                (3,403)        (1,151)
                                                       ---------       --------
Net cash used for investing activities                   (16,129)       (19,373)

FINANCING ACTIVITIES
Payments on short-term borrowing, net                    (10,755)        (6,000)
Proceeds of long-term borrowing                          172,000         37,580
Repayments of long-term debt and capital leases         (109,662)       (26,091)
Debt acquisition costs                                    (5,718)          --
Debt extinguishment costs                                 (3,278)          --
Purchase of shares for treasury                           (1,817)           (27)
Stock options exercised                                      881           --
Cash dividends paid                                       (1,846)        (1,847)
                                                       ---------       --------
Net cash provided by financing activities                 39,805          3,615
                                                       ---------       --------

Net increase (decrease) in cash and equivalents           34,938         (2,194)

Cash and equivalents at beginning of period               12,529         12,822
                                                       ---------       --------
Cash and equivalents at end of period                  $  47,467       $ 10,628
                                                       =========       ========
</TABLE>



            See notes to condensed consolidated financial statements.





                                       4
<PAGE>   5


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


OCTOBER 11, 1997

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 generally accepted accounting
principles. This report should be read in conjunction with the Company's
Consolidated Financial Statements for the year ended March 29, 1997. The balance
sheet at March 29, 1997, 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 "1998" and "1997" relate to the fiscal
years ending March 28, 1998 and March 29, 1997, respectively.

The condensed consolidated financial statements for the sixteen and twenty-eight
week periods ended October 11, 1997 and October 12, 1996, 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
condensed basis, the financial position, results of operations and cash flows
for the periods presented.

Operating results, for the twenty-eight week period ended October 11, 1997, are
not necessarily indicative of the results that may be expected for the full
fiscal year ending March 28, 1998.

NOTE B -- COMMON STOCK
Class A Common Stock and Class B Common Stock each have 15 million shares
authorized. On October 11, 1997, March 29, 1997 and October 12, 1996, there were
3,994,529, 3,850,698 and 3,850,651 shares of Class A Common Stock outstanding
and 4,514,790, 4,544,855 and 4,542,672 shares of Class B Common Stock
outstanding, respectively.

In June 1995, the Company authorized an increase in its previously announced
stock repurchase plan from $2.0 million to $4.0 million. Through October 11,
1997, the Company has repurchased 307,617 shares at an aggregate cost of $3.9
million. The Company intends to purchase the remaining shares, from time to time
in the open market, at prices of $17 per share or less. The total number of
shares that could be affected by this plan represents approximately 4% of the
currently outstanding common stock.

NOTE C -- RESTRICTED STOCK
In September 1997, the Company granted 150,750 shares of restricted Class A
Common Stock, under the 1991 Employee Stock Incentive Plan, to certain key
employees. The grants will vest ratably on each of the first four anniversaries
of the date of grant and carry restrictions on the sale or transfer of those
shares.

NOTE D -- EXTRAORDINARY ITEM: DEBT EXTINGUISHMENT
On August 5, 1997, the Company sold $150.0 million of 10-year 8 7/8% Senior
Subordinated Notes (144A Notes) in a private offering under Rule 144A
promulgated under the Securities Act of 1933. The 144A Notes are guaranteed by
all of the Company's subsidiaries (other than three inconsequential
subsidiaries). The net proceeds to the Company from the offering of the 144A
Notes were approximately $144.1 million, net of an issue discount and fees and
related costs.




                                       5


<PAGE>   6

The Company used the net proceeds from the offering of the 144A Notes described
above (i) to repay approximately $60.9 million in principal amount of senior
unsecured indebtedness, approximately $0.9 million in accrued interest and
related prepayment fees of approximately $5.0 million; (ii) to repay all
borrowings outstanding under its revolving credit agreements of approximately
$20.1 million; (iii) to repay all borrowings outstanding under notes payable to
banks of approximately $15.0 million; and (iv) for general corporate purposes,
including capital expenditures. Pending application of the $42.2 million of net
proceeds to be used for general corporate purposes, the Company has invested
such proceeds in short-term, interest-bearing securities. The prepayment
penalties, plus $240,000 in unamortized debt acquisition costs, were charged to
income during the sixteen weeks ended October 11, 1997. The after tax charge of
$3,278,000 represents $.33 per fully diluted share.

On September 3, 1997, the Company and guarantor subsidiaries filed a
registration statement on Form S-4 (File No. 333-34855) to enable the Company to
offer to exchange its 8 7/8% Senior Subordinated Notes, Series B (the "Exchange
Notes" and together with the 144A Notes, the "Notes"), for all outstanding 144A
Notes. The guarantor subsidiaries are wholly-owned subsidiaries of the Company
and have fully and unconditionally guaranteed the Notes on a joint and several
basis. The guarantor subsidiaries comprise all of the direct and indirect
subsidiaries of the Company (other than three inconsequential subsidiaries). The
Company has not presented separate financial statements and other disclosures
concerning the guarantor and non-guarantor subsidiaries because management has
determined that such information is not material to investors.

NOTE E -- ACCOUNTING CHANGES
Effective March 30, 1996, the Company adopted Statement of Financial Accounting
Standard No. 121 (FAS 121), "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of." The statement establishes
accounting standards for recognizing and measuring the impairment of long-lived
assets, and requires reducing the carrying amount of any impaired asset to fair
value. The Company estimated fair values based on its experience in the
acquisition and disposal of similar assets. To reflect the change in accounting
policy, the Company recorded a non-cash charge to operating earnings of $7.5
million ($4.6 million after tax, or $.47 per fully diluted share), in the first
quarter of 1997, primarily related to the adjustment of building and equipment
carrying costs and leases of eight supermarkets and twelve convenience stores,
of which $4.9 million is included in depreciation and amortization, and $2.6
million is included in selling, general and administrative expenses. The Company
expects prospective annual earnings to improve approximately $900,000 ($565,000
after tax, or $.06 per fully diluted share) as a result of adopting FAS 121.

NOTE F -- INCOME TAXES
During 1997, the Company implemented a corporate restructuring pursuant to which
the Company's supermarket and Village Pantry operations were organized as
wholly-owned limited liability companies and their intellectual property was
transferred to a passive investment company. As a result of the restructuring,
the Company anticipates state tax loss carrybacks for the current and one
succeeding fiscal year resulting in significantly lower effective tax rates.





                                       6
<PAGE>   7


ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
The following discussion includes certain forward-looking statements. Actual
results could differ materially from those reflected by the forward-looking
statements in the discussion, and a number of factors could adversely affect
future results, liquidity and capital resources. These factors include softness
in the general retail food industry, the entry of new competitive stores in the
Company's market, the stability of distribution incentives from suppliers, the
level of discounting by competitors, the timely and on budget completion of
store construction, expansion, conversion and remodeling, the level of margins
achievable in the Company's operating divisions, the ability to minimize
operating expenses, the ability to service the Company's increased indebtedness,
the ability of the Company to continue to hire, train and retain employees
needed in the business, and the risks associated with the sale of cigarettes and
other tobacco products. Although management believes it has the business
strategy and resources needed for improved operations, future revenue and margin
trends cannot be reliably predicted.

Results of operations for interim periods do not necessarily reflect the results
that may be expected for the fiscal year ending March 28, 1998.

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.

<TABLE>
<CAPTION>
                                                         Second Quarter                        Year - to - Date
                                               --------------------------------       ---------------------------------
                                               Percent of Revenues      Percent       Percent of Revenues       Percent
                                                 1998         1997       Change         1998         1997       Change
                                                 ----         ----       ------         ----         ----       ------
<S>                                             <C>          <C>          <C>          <C>           <C>        <C>  
Sales and other revenues                        100.0%       100.0%        3.7%        100.0%        100.0%        3.1%
Gross profit                                     24.7%        24.3%        5.2%         24.5%         24.3%        4.3%
Selling, general and administrative              21.6%        21.3%        5.2%         21.3%         22.4%       (2.0%)
Depreciation and amortization                     1.3%         1.3%        5.4%          1.3%          1.9%      (29.8%)
Operating profit (loss)                           1.8%         1.8%        4.8%          1.9%        ( 0.1%)       n/m
Interest and debt expense amortization            1.3%         0.9%        52.3%         1.1%          0.9%       30.0%
Income taxes (benefit)                            0.2%         0.3%       (45.3%)        0.2%        ( 0.4%)       n/m
Income (loss) before extraordinary item           0.4%         0.6%       (33.4%)        0.6%        ( 0.6%)       n/m
Extraordinary item, net of tax                   (0.7%)          -            -         (0.4%)           -          -
Net income (loss)                                (0.3%)        0.6%          n/m         0.2%        ( 0.6%)       n/m
     n/m = non-meaningful comparison
</TABLE>

SALES AND OTHER REVENUES
Consolidated sales and other revenues of $465.7 million increased $16.6 million,
or 3.7%, in the second quarter of 1998, compared to the same quarter of 1997.
Supermarket revenues increased $9.9 million, Convenience Store Distributing
Company (CSDC) revenues increased $7.8 million and Crystal Food Services
revenues increased $1.1 million, while Village Pantry revenues decreased $2.2
million. Retail sales (excluding fuel sales) increased 2.1%. Sales in comparable
supermarkets and convenience stores (including replacement stores and format
conversions) increased 1.5% from the second quarter of fiscal. Approximately
$2.8 million of the increase in CSDC revenues resulted from passing on higher
manufacturer cigarette prices to customers.

For the twenty-eight weeks ended October 11, 1997, consolidated sales and other
revenues of $809.6 million increased $24.6 million, or 3.1%, compared to the
same twenty-eight weeks of the prior year. Supermarket revenues increased $12.4
million, CSDC revenues increased $13.9 million and Crystal Food Services
revenues increased $1.8 million, while Village Pantry revenues decreased $3.8
million. Retail sales (excluding fuel sales) increased 1.5%. Sales in comparable
stores (including replacement stores and format conversions) increased 1.0% from
the same twenty-eight weeks of 1997. Approximately $3.5 million of the increase
in CSDC revenues resulted from passing on higher manufacturer cigarette prices
to customers.



                                       7
<PAGE>   8


GROSS PROFIT
Gross profit is calculated net of warehousing, transportation, and promotional
expenses. Gross profit increased $5.7 million, or 5.2%, to $114.9 million in the
second quarter of 1998 from the comparable quarter of 1997. As a percentage of
revenues, gross profit increased to 24.7% from 24.3%. The majority of the gross
profit improvement was achieved by the supermarket division. CSDC and Crystal
Food Services also contributed to the gain, while Village Pantry gross profit
decreased slightly as a result of lower sales.

For the twenty-eight weeks ended October 11, 1997, gross profit increased $8.2
million, or 4.3%, to $198.6 million, from the comparable year earlier period. As
a percentage of revenues, gross profit increased to 24.5% from 24.3%. The
supermarket division accounted for approximately seventy percent of the
improvement with increases also contributed by CSDC and Crystal Food Services.
Village Pantry gross profit was essentially the same as the year earlier period.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased $5.0 million, or 5.2%, to
$100.4 million in the second quarter of 1998, from the second quarter of 1997.
As a percentage of revenues, SG&A expenses increased to 21.6% from 21.3% in the
comparable year earlier quarter. The increased expenses were primarily
attributable to an increase of $1.9 million in supermarket division selling
expenses primarily in wages, fringe benefits, supplies and store occupancy
costs, a $0.2 million increase in advertising expenses, a $1.6 million increase
in general and administrative expenses primarily in wages, payroll taxes and
fringe benefits, a $0.8 million increase in selling expenses in Crystal Food
Services, and $1.4 million in cost reduction related consulting fees expensed in
the current quarter. The increase in supermarket selling expenses was partially
offset by a $0.3 million reduction in casualty and Workers' Compensation losses
and a $0.7 million reduction in state gross receipts tax. Wage expense in stores
open both quarters, excluding supermarket conversions to the LoBill format,
increased 0.9%. The Company improved labor scheduling techniques in the current
year, resulting in the reduction of labor hours, while continuing to maintain
high customer service levels.

For the twenty-eight weeks ended October 11, 1997, selling, general and
administrative expenses decreased $3.5 million, or 2.0%, to $172.7 million, from
the comparable twenty-eight weeks of 1997. As a percentage of revenues, SG&A
expenses decreased to 21.3% from 22.4% in the comparable period of 1997. In
1998, store operating expenses increased $3.9 million, general and
administrative expenses increased $2.0 million and $1.4 million in cost
reduction related consulting fees was expensed. The increase in store operating
expenses was partially offset by a $1.2 million decline in casualty and workers
compensation losses and a $1.6 million reduction in state gross receipts tax.
Additionally, advertising costs decreased $1.2 million in 1998 from 1997.
Expenses in 1997 that did not recur in 1998 included $2.6 million in FAS 121
charges related to future lease obligations and the write-down of land values
for impaired stores, $2.4 million from the decision to curtail the accrual of
benefits under the Company's qualified defined benefit pension plan, $1.3
million for recruiting and relocation of certain personnel hired during the
first quarter of 1997, consulting fees and the decision to sever certain
employees, and a $0.5 million charge to merchandising allowances related to a
supplier contract. In identical stores, wages increased 0.6% from the comparable
twenty-eight weeks of the prior year.






                                       8
<PAGE>   9


DEPRECIATION AND AMORTIZATION EXPENSE
Depreciation and amortization expense in the second quarter of 1998 of $5.9
million increased $0.3 million, or 5.4%, from the second quarter of 1997. As a
percentage of revenues, depreciation and amortization expense was 1.3% for the
second quarter of both 1998 and 1997.

For the twenty-eight weeks ended October 11, 1997, depreciation and amortization
expense decreased $4.4 million, to $10.3 million, from the comparable period of
1997 that included $4.9 million in FAS 121 charges primarily related to the
write-down of eight supermarkets and twelve convenience stores. As a percentage
of revenues, depreciation and amortization expense was 1.3% for the twenty-eight
weeks ended October 11, 1997, compared to 1.9% for the comparable weeks of the
prior year.


OPERATING PROFIT
Operating profit (earnings from continuing operations before interest, taxes and
debt extinguishment costs) was $8.5 million for the second quarter of 1998,
compared to $8.1 million in the comparable quarter of 1997, and was 1.8% of
revenues in both quarters. The gross profit improvement of $5.7 million was
partially offset by the $5.0 million increase in selling, general and
administrative expenses and the $0.3 million increase in depreciation and
amortization.

For the twenty-eight weeks ended October 11, 1997, operating profit was $15.6
million, compared to a $0.4 million operating loss for the comparable year
earlier period. The $8.2 million improvement in gross profit combined with the
$3.5 million decrease in selling, general and administrative expenses and the
$4.4 million decrease in depreciation and amortization accounted for the
operating profit improvement.


INTEREST EXPENSE
Interest expense in the second quarter of 1998 increased $2.0 million, or 52.3%,
from the second quarter of 1997. For the twenty-eight weeks ended October 11,
1997, interest expense also increased $2.0 million, or 30.0%, to $8.9 million
from the comparable prior year period. The second quarter and twenty-eight week
increases resulted from the issuance of $150.0 million in principal amount of
the Notes, consummated in August, 1997, as previously discussed.


INCOME TAXES
For the quarter ended October 11, 1997, the effective income tax rate was 31.6%,
compared to 36.0% for the comparable prior year quarter. For the twenty-eight
weeks ended October 11, 1997, the effective income tax rate was 29.9%, compared
to 40.0% for the comparable period of the prior year. The 1998 second quarter
and twenty-eight weeks effective tax rate is lower than the statutory rate due
to contributions, tax credits and an anticipated state tax loss carryback
resulting from restructuring the Company's supermarket and Village Pantry
operations.


INCOME BEFORE EXTRAORDINARY ITEM
Income before debt extinguishment for the quarter ended October 11, 1997 was
$1.8 million, or 0.4% of revenues, compared to $2.7 million, or 0.6% of revenues
for the year earlier quarter. For the twenty-eight weeks ended October 11, 1997,
income before debt extinguishment was $4.7 million, or 0.6% of revenues,
compared to a loss of $4.4 million, or (negative) 0.6% of revenues, for the
twenty-eight weeks ended October 12, 1996.





                                       9
<PAGE>   10



EXTRAORDINARY ITEM: DEBT EXTINGUISHMENT
In August 1997, the Company consummated the issuance of $150.0 million in
principal amount of 144A Notes, as previously discussed, and a portion of the
proceeds was used to repay $60.9 million in principal amount of senior unsecured
indebtedness and $5.0 million in related prepayment penalties, and to repay
amounts outstanding under revolving credit facilities. The prepayment penalties,
plus $240,000 in unamortized debt acquisition costs, were charged to income
during the sixteen weeks ended October 11, 1997. The after tax charge of
$3,278,000 represents $.33 per fully diluted share.


NET INCOME (LOSS)
Net loss for the sixteen weeks ended October 11, 1997 was $1.4 million, or
(negative) 0.3% of revenues, compared to net income of $2.7 million, or 0.6% of
revenues, for the comparable period of the prior year. For the twenty-eight
weeks ended October 11, 1997, net income was $1.4 million, or 0.2% of revenues,
compared to a net loss of $4.4 million, or (negative) 0.6% of revenues, for the
comparable period of the prior year.


LIQUIDITY AND CAPITAL RESOURCES
The Company's capital requirements have traditionally been financed through
internally generated funds, long-term borrowings and lease financings, including
capital and operating leases.

During the first twenty-eight weeks of 1998, the following stores opened or were
under construction:

<TABLE>
<CAPTION>
                                           Square
     Store Type          Category           Feet        Location              Status
     ----------          --------           ----        --------              ------
<S>                      <C>               <C>          <C>                   <C>
     Supermarket         Remodel           75,000       Westfield, IN         Under construction
     Supermarket         Remodel           80,000       Fishers, IN           Complete
     LoBill              New               42,000       Hamilton, OH          Open
     LoBill              Conversion        23,000       Connersville, IN      Complete
</TABLE>

For 1998, in addition to the projects listed above, the Company plans to open
one LoBill supermarket and five new convenience stores and acquire several sites
for future development. Additionally, the Company plans to upgrade supermarket
front-end systems and scale equipment, and begin implementation of new
generation inventory procurement/distribution software.

The estimated cost of these projects in 1998, including routine capital
expenditures, is expected to be $25.0 to $30.0 million. Of this amount, it is
anticipated that equipment leasing will fund approximately $2.0 million. As of
October 11, 1997, the Company had expended $12.7 million for capital
expenditures.

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




                                       10
<PAGE>   11



As presented in the Condensed Consolidated Statements of Cash Flows, net cash
provided by operating activities was $11.3 million for the first half of 1998, a
$2.3 million, or 17.0%, decrease from the $13.6 million reported for the first
half of 1997. Working capital increased $54.4 million from March 29, 1997. The
significant changes in working capital were a $34.9 million increase in cash and
equivalents, a $9.2 million increase in inventory, a $1.5 million increase in
accounts receivable, a $4.7 million increase in accounts payable and accrued
expenses, a $10.8 million decrease in notes payable to banks and a $4.3 million
decrease in current maturities of debt. The increase in cash and equivalents
results from residual proceeds of the $150.0 million Notes. The increases in
inventory, accounts receivable, and accounts payable and accrued expenses are
due primarily to seasonal trends.

In August 1997, in connection with the issuance of the 144A Notes, the Company
repaid $35.0 million borrowed on existing revolving credit facilities and short
term borrowing arrangements, entered into a new $30.0 million revolving credit
facility with a bank lender and amended a $20.0 million revolving credit
facility. As a result, the Company has $50.0 million of availability under its
revolving credit facilities, of which $1.2 million was utilized at October 11,
1997. Commitments from various banks for short-term borrowings provide an
additional $20.0 million of available financing at rates based upon the then
prevailing federal funds rate. At October 11, 1997, no amounts were outstanding
on short-term bank credit lines.

The Company believes the remaining net proceeds of the offering of the Notes,
borrowings under its revolving credit agreements and notes payable to banks,
cash flows from operating activities and lease financings will be adequate to
meet the Company's working capital needs, planned capital expenditures and debt
service obligations for the foreseeable future.






                                       11
<PAGE>   12


                            PART II OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not Applicable.


ITEM 2.  CHANGES IN SECURITIES

         Not Applicable.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES OR RIGHTS OF HOLDERS THEREOF

         Not Applicable.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The Company held its Annual Meeting of Shareholders on August 5, 1997 
         (the "Annual Meeting"). At the Annual Meeting, shareholders voted to 
         elect three directors for terms of three years each and until their 
         successors are duly elected and qualified. The table below sets forth 
         the number of votes cast for and withheld with respect to each nominee
         for director:

<TABLE>
<CAPTION>
                  Nominee                   For                 Withheld
                  -------                   ---                 --------
<S>                                       <C>                    <C>
              Don E. Marsh                3,057,371              20,402
              William L. Marsh            3,057,609              20,164
              Stephen M. Huse             3,057,287              20,486
</TABLE>


ITEM 5.  OTHER INFORMATION

         Not Applicable.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      The following exhibits are included herein:


                  Exhibit 10 (a) Form of Restricted Stock Agreement, dated
                                 as of September 15, 1997 
                             (b) Form of Employment Contract, dated as of 
                                 June 1, 1997

                  Exhibit 11  Statement Re:  Computation of Earnings Per Share

                  Exhibit 27  Financial Data Schedule for the quarter for which
                              this report is filed (for SEC use only).


         (b)      The Company filed a Form 8-K, dated July 17, 1997, announcing 
                  the sale of the 144A Notes and a Form 8-K, dated 
                  August 5, 1997, announcing the consummation of the offering 
                  of the 144A Notes.




                                       12
<PAGE>   13



                                   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 24, 1997                  By:        /s/ Douglas W. Dougherty
                                        ------------------------------
                                        Douglas W. Dougherty
                                        Vice President, Chief Financial Officer
                                        and Treasurer




November 24, 1997                  By:        /s/ Mark A. Varner
                                        -----------------------
                                        Mark A. Varner
                                        Chief Accounting Officer,
                                        Corporate Controller








                                       13
<PAGE>   14






<TABLE>
<CAPTION>

                                           Exhibit Index                                 Page Number
                                           -------------                                 -----------
<S>            <C>                                                                       <C>
Exhibit 10     (a)  Form of Restricted Stock Agreement, dated as of September 15, 1997        15
               (b)  Form of Employment Contract, dated as of June 1, 1997                     19

Exhibit 11     Statement Re:  Computation of Earnings Per Share                               31

Exhibit 27     Financial Data Schedule (for SEC use only)                                     32

</TABLE>




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