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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 June 22, 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.

Number of shares outstanding of each class of the registrants common
stock as of July 19, 2002:

|                       |  |  |           |  |       
|---------------------- |  |  | --------- |  | ------
|Class A Common Stock  |  |  | 3,852,508 |  | shares
|Class B Common Stock  |  |  | 4,127,267 |  | shares
|                       |  |  |           |  |       
|                       |  |  | 7,979,775 |  | 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 Certificate of Don E. Marsh             
|Section 906 Certificate of Douglas W. Dougherty     



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##### Table of Contents






PART I  FINANCIAL INFORMATION

Item 1.   Financial Statements

MARSH SUPERMARKETS, INC.




CONDENSED CONSOLIDATED STATEMENTS OF INCOME


(in thousands except per share amounts)
(Unaudited)


|                                                                   |                                    |   |                |      |          |   |         |     | 
|------------------------------------------------------------------ | ---------------------------------- | - | -------------- | ---- | -------- | - | ------- | --- | 
|                                                                   |                                    |   | 12 Weeks Ended
|                                                                   |                                    |   |               
|                                                                   |                                    |   | June 22,       |      | June 23,
|                                                                   |                                    |   | 2002           |      | 2001    
|                                                                   |                                    |   |                |      |         
|Sales and other revenues                                           |                                    | $ | 383,495        |      |          | $ | 374,799 |    
|Gains on sales of real estate                                      |                                    |   | 1,671          |      |          |   | 452     |    
|                                                                   |                                    |   |                |      |          |   |         |    
|Total revenues                                                     |                                    |   | 385,166        |      |          |   | 375,251 |    
|Cost of merchandise sold, including
warehousing and transportation |                                    |   | 266,231        |      |          |   | 262,667 |    
|                                                                   |                                    |   |                |      |          |   |         |    
|Gross profit                                                       |                                    |   | 118,935        |      |          |   | 112,584 |    
|Selling, general and administrative                                |                                    |   | 102,914        |      |          |   | 97,255  |    
|Depreciation                                                       |                                    |   | 5,590          |      |          |   | 4,756   |    
|                                                                   |                                    |   |                |      |          |   |         |    
|Operating income                                                   |                                    |   | 10,431         |      |          |   | 10,573  |    
|Interest                                                           |                                    |   | 5,423          |      |          |   | 5,073   |    
|                                                                   |                                    |   |                |      |          |   |         |    
|Income from continuing operations
before income taxes              |                                    |   | 5,008          |      |          |   | 5,500   |    
|Income taxes                                                       |                                    |   | 1,847          |      |          |   | 1,852   |    
|                                                                   |                                    |   |                |      |          |   |         |    
|Income from continuing operations                                  |                                    |   | 3,161          |      |          |   | 3,648   |    
|Discontinued operation:                                            |                                    |   |                |      |          |   |         |    
|                                                                   | Income from operations, net of tax |   |                |     |          |   |         | 263 | 
|                                                                   | Loss on disposal, net of tax       |   |                | (181 | )        |   |         |    | 
|                                                                   |                                    |   |                |      |          |   |         |    
|Net income                                                         |                                    | $ | 2,980          |      |          | $ | 3,911   |    
|                                                                   |                                    |   |                |      |          |   |         |    
|Basic earnings per common share:                                   |                                    |   |                |      |          |   |         |    
|Continuing operations                                              |                                    | $ | .40            |      |          | $ | .46     |    
|Discontinued operation                                             |                                    |   |               |      |          |   | .03     |    
|Loss on disposal of discontinued operation                         |                                    |   | (.02           | )    |          |   |        |    
|                                                                   |                                    |   |                |      |          |   |         |    
|Net income                                                         |                                    | $ | .38            |      |          | $ | .49     |    
|                                                                   |                                    |   |                |      |          |   |         |    
|Diluted earnings per common share:                                 |                                    |   |                |      |          |   |         |    
|Continuing operations                                              |                                    | $ | .35            |      |          | $ | .41     |    
|Discontinued operation                                             |                                    |   |               |      |          |   | .03     |    
|Loss on disposal of discontinued operation                         |                                    |   | (.02           | )    |          |   |        |    
|                                                                   |                                    |   |                |      |          |   |         |    
|Net income                                                         |                                    | $ | .33            |      |          | $ | .44     |    
|                                                                   |                                    |   |                |      |          |   |         |    
|Dividends per share                                                |                                    | $ | .11            |      |          | $ | .11     |    
|                                                                   |                                    |   |                |      |          |   |         |    

See notes to condensed consolidated financial statements.

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MARSH SUPERMARKETS, INC.




CONDENSED CONSOLIDATED BALANCE SHEETS


(in thousands)


|                                                         |                                                                                                         |              |                             |         |             |         |           |         |             |         |         |         |        |         | 
|-------------------------------------------------------- | ------------------------------------------------------------------------------------------------------- | ------------ | --------------------------- | ------- | ----------- | ------- | --------- | ------- | ----------- | ------- | ------- | ------- | ------ | ------- | 
|                                                         |                                                                                                         |              |                             |         | June 22,    |         | March 30, |         | June 23,   
|                                                         |                                                                                                         |              |                             |         | 2002        |         | 2002      |         | 2001       
|                                                         |                                                                                                         |              |                             |         |             |         |           |         |            
|                                                         |                                                                                                         |              |                             |         | (Unaudited) |         | (Note A)  |         | (Unaudited)
|Assets                                                   |                                                                                                         |              |                             |         |             |         |           |         |             |         |         |        
|Current assets:                                          |                                                                                                         |              |                             |         |             |         |           |         |             |         |         |        
|                                                         | Cash and equivalents                                                                                    |              | $                           | 30,686  |             |         | $         | 37,516  |             |         | $       | 30,383  |       
|                                                         | Accounts receivable                                                                                     |              |                             | 38,334  |             |         |           | 33,613  |             |         |         | 49,619  |       
|                                                         | Inventories, less LIFO reserve; June 22, 2002 - $1,899;
March 30, 2002 - $1,899; June 23, 2001 - $8,678 |              |                             | 132,417 |             |         |           | 132,940 |             |         |         | 134,892 |       
|                                                         | Prepaid expenses                                                                                        |              |                             | 7,013   |             |         |           | 7,639   |             |         |         | 7,018   |       
|                                                         | Recoverable income taxes                                                                                |              |                             |        |             |         |           | 1,021   |             |         |         |        |       
|                                                         |                                                                                                         |              |                             |         |             |         |           |         |             |         |         |        
|                                                         |                                                                                                         |              | Total current assets        |         |             | 208,450 |           |         |             | 212,729 |         |         |        | 221,912 | 
|Property and equipment, less allowances for depreciation |                                                                                                         |              | 313,554                     |         |             |         | 318,650   |         |             |         | 312,005 |        
|Other assets                                             |                                                                                                         |              | 48,758                      |         |             |         | 51,851    |         |             |         | 61,087  |        
|                                                         |                                                                                                         |              |                             |         |             |         |           |         |             |         |         |        
|                                                         |                                                                                                         | $            | 570,762                     |         |             | $       | 583,230   |         |             | $       | 595,004 |        
|                                                         |                                                                                                         |              |                             |         |             |         |           |         |             |         |         |        
|Liabilities and Shareholders Equity                     |                                                                                                         |              |                             |         |             |         |           |         |             |         |         |        
|Current liabilities:                                     |                                                                                                         |              |                             |         |             |         |           |         |             |         |         |        
|                                                         | Notes payable to bank                                                                                   |              | $                           |        |             |         | $         | 1,300   |             |         | $       | 1,100   |       
|                                                         | Accounts payable                                                                                        |              |                             | 71,752  |             |         |           | 71,640  |             |         |         | 90,764  |       
|                                                         | Accrued liabilities                                                                                     |              |                             | 55,180  |             |         |           | 57,972  |             |         |         | 51,832  |       
|                                                         | Current maturities of long-term liabilities                                                             |              |                             | 3,243   |             |         |           | 2,727   |             |         |         | 2,413   |       
|                                                         |                                                                                                         |              |                             |         |             |         |           |         |             |         |         |        
|                                                         |                                                                                                         |              | Total current liabilities   |         |             | 130,175 |           |         |             | 133,639 |         |         |        | 146,109 | 
|                                                        
|Long-term liabilities:                                   |                                                                                                         |              |                             |         |             |         |           |         |             |         |         |        
|                                                         | Long-term debt                                                                                          |              |                             | 221,168 |             |         |           | 237,823 |             |         |         | 259,157 |       
|                                                         | Capital lease obligations                                                                               |              |                             | 29,704  |             |         |           | 25,933  |             |         |         | 15,415  |       
|                                                         |                                                                                                         |              |                             |         |             |         |           |         |             |         |         |        
|                                                         |                                                                                                         |              | Total long-term liabilities |         |             | 250,872 |           |         |             | 263,756 |         |         |        | 274,572 | 
|                                                        
|Deferred items:                                          |                                                                                                         |              |                             |         |             |         |           |         |             |         |         |        
|                                                         |                                                                                                         | Income taxes |                             |         | 16,543      |         |           |         | 16,472      |         |         |         | 13,222 |        
|                                                         |                                                                                                         | Other        |                             |         | 30,197      |         |           |         | 28,566      |         |         |         | 21,233 |        
|                                                         |                                                                                                         |              |                             |         |             |         |           |         |             |         |         |        
|                                                         |                                                                                                         |              | Total deferred items        |         |             | 46,740  |           |         |             | 45,038  |         |         |        | 34,455  | 
|                                                        
|Shareholders Equity:                                    |                                                                                                         |              |                             |         |             |         |           |         |             |         |         |        
|                                                         | Common stock, Classes A and B                                                                           |              |                             | 26,407  |             |         |           | 26,403  |             |         |         | 26,148  |       
|                                                         | Retained earnings                                                                                       |              |                             | 137,640 |             |         |           | 135,534 |             |         |         | 128,679 |       
|                                                         | Cost of common stock in treasury                                                                        |              |                             | (14,419 | )           |         |           | (14,509 | )           |         |         | (13,263 | )     
|                                                         | Deferred cost  restricted stock                                                                        |              |                             | (280    | )           |         |           | (270    | )           |         |         | (655    | )     
|                                                         | Notes receivable  stock options                                                                        |              |                             | (1,049  | )           |         |           | (1,037  | )           |         |         | (1,041  | )     
|                                                         | Accumulated other comprehensive loss                                                                    |              |                             | (5,324  | )           |         |           | (5,324  | )           |         |         |        |       
|                                                         |                                                                                                         |              |                             |         |             |         |           |         |             |         |         |        
|                                                         |                                                                                                         |              | Total shareholders equity  |         |             | 142,975 |           |         |             | 140,797 |         |         |        | 139,868 | 
|                                                         |                                                                                                         |              |                             |         |             |         |           |         |             |         |         |        
|                                                         |                                                                                                         |              |                             |         | $           | 570,762 |           |         | $           | 583,230 |         |         | $      | 595,004 | 
|                                                         |                                                                                                         |              |                             |         |             |         |           |         |             |         |         |        

See notes to condensed consolidated financial statements.

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MARSH SUPERMARKETS, INC.




CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(in thousands)
(Unaudited)


|                                                                                  |                                             |   |                |       |          |   |         |        |  
|--------------------------------------------------------------------------------- | ------------------------------------------- | - | -------------- | ----- | -------- | - | ------- | ------ | -
|                                                                                  |                                             |   | 12 Weeks Ended
|                                                                                  |                                             |   |               
|                                                                                  |                                             |   | June 22,       |       | June 23,
|                                                                                  |                                             |   | 2002           |       | 2001    
|                                                                                  |                                             |   |                |       |         
|Operating activities                                                              |                                             |   |                |       |          |   |         |       
|Net income                                                                        |                                             | $ | 2,980          |       |          | $ | 3,911   |       
|Adjustments to reconcile net income to net
cash provided by operating activities: |                                             |   |                |       |          |   |         |       
|                                                                                  | Depreciation                                |   |                | 5,590 |          |   |         | 4,927  |  
|                                                                                  | Amortization of other assets                |   |                | 341   |          |   |         | 612    |  
|                                                                                  | Changes in operating assets and liabilities |   |                | (110  | )        |   |         | (9,160 | )
|                                                                                  | Other operating activities                  |   |                | (935  | )        |   |         | 354    |  
|                                                                                  |                                             |   |                |       |          |   |         |       
|Net cash provided by operating activities                                         |                                             |   | 7,866          |       |          |   | 644     |       
|                                                                                 
|Investing activities                                                              |                                             |   |                |       |          |   |         |       
|Net acquisition of property, equipment and land                                   |                                             |   | (13,045        | )     |          |   | (11,876 | )     
|Other investing activities                                                        |                                             |   | 462            |       |          |   | (435    | )     
|                                                                                  |                                             |   |                |       |          |   |         |       
|Net cash used for investing activities                                            |                                             |   | (12,583        | )     |          |   | (12,311 | )     
|                                                                                 
|Financing activities                                                              |                                             |   |                |       |          |   |         |       
|Proceeds (repayments) of short-term borrowings                                    |                                             |   | (1,300         | )     |          |   | 1,100   |       
|Proceeds of long-term borrowings                                                  |                                             |   |               |       |          |   | 12,500  |       
|Proceeds of sale/leasebacks                                                       |                                             |   | 16,477         |       |          |   |        |       
|Payments of long-term debt and capital leases                                     |                                             |   | (16,506        | )     |          |   | (388    | )     
|Purchases of shares for treasury                                                  |                                             |   | (8             | )     |          |   | (1,666  | )     
|Cash dividends paid                                                               |                                             |   | (878           | )     |          |   | (894    | )     
|Other financing activities                                                        |                                             |   | 102            |       |          |   | 141     |       
|                                                                                  |                                             |   |                |       |          |   |         |       
|Net cash provided by (used for) financing activities                              |                                             |   | (2,113         | )     |          |   | 10,793  |       
|                                                                                 
|Net decrease in cash and equivalents                                              |                                             |   | (6,830         | )     |          |   | (874    | )     
|Cash and equivalents at beginning of period                                       |                                             |   | 37,516         |       |          |   | 31,257  |       
|                                                                                  |                                             |   |                |       |          |   |         |       
|Cash and equivalents at end of period                                             |                                             | $ | 30,686         |       |          | $ | 30,383  |       
|                                                                                  |                                             |   |                |       |          |   |         |       

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)


June 22, 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 twelve-week periods
ended June 22, 2002 and
June 23, 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 twelve week period ended June 22, 2002, are not
necessarily indicative of the results that may be expected for the full fiscal
year ending March 29, 2003.

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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 June 22, 2002, are not material.


Operating results of the discontinued operation for the twelve weeks ended June
23, 2001, were as follows:

|                         |  |   |        | 
|------------------------ |  | - | ------ | 
|Sales and other revenues |  | $ | 62,423 | 
|                         |  |   |        | 
|Income before tax        |  | $ | 404    | 
|Income tax               |  |   | 141    | 
|                         |  |   |        | 
|Net income               |  | $ | 263    | 
|                         |  |   |        | 

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:


|                                                                              |                              |   |                |       |          |   |       |       |  
|----------------------------------------------------------------------------- | ---------------------------- | - | -------------- | ----- | -------- | - | ----- | ----- | -
|                                                                              |                              |   | 12 Weeks Ended
|                                                                              |                              |   |               
|                                                                              |                              |   | June 22,       |       | June 23,
|                                                                              |                              |   | 2002           |       | 2001    
|                                                                              |                              |   |                |       |         
|Income from continuing operations                                             |                              | $ | 3,161          |       |          | $ | 3,648 |      
|Discontinued operation:                                                       |                              |   |                |       |          |   |       |      
|                                                                              | Income from operations       |   |                |      |          |   |       | 263   |  
|                                                                              | Loss on disposal             |   |                | (181  | )        |   |       |      |  
|                                                                              |                              |   |                |       |          |   |       |      
|Numerator for basic earnings per share                                        |                              |   | 2,980          |       |          |   | 3,911 |      
|Effect of convertible debentures                                              |                              |   | 202            |       |          |   | 213   |      
|                                                                              |                              |   |                |       |          |   |       |      
|Numerator for diluted earnings per share 
income after assumed conversions   |                              | $ | 3,182          |       |          | $ | 4,124 |      
|                                                                              |                              |   |                |       |          |   |       |      
|                                                                             
|Weighted average shares outstanding                                           |                              |   | 7,977          |       |          |   | 8,045 |      
|                                                                              | Non-vested restricted shares |   |                | (27   | )        |   |       | (76   | )
|                                                                              |                              |   |                |       |          |   |       |      
|Denominator for basic earnings per share                                      |                              |   | 7,950          |       |          |   | 7,969 |      
|Effect of dilutive securities:                                                |                              |   |                |       |          |   |       |      
|                                                                              | Non-vested restricted shares |   |                | 27    |          |   |       | 76    |  
|                                                                              | Stock options                |   |                | 267   |          |   |       | 118   |  
|                                                                              | Convertible debentures       |   |                | 1,284 |          |   |       | 1,284 |  
|                                                                              |                              |   |                |       |          |   |       |      
|Denominator for diluted earnings per share -
adjusted weighted average shares |                              |   | 9,528          |       |          |   | 9,447 |      
|                                                                              |                              |   |                |       |          |   |       |      

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Note D  Long-Term Debt and Guarantor Subsidiaries

Other than three inconsequential subsidiaries, all of the Companys
subsidiaries (the guarantors) have 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:

|                       |  |          |         |           |  |          |         |  |  |   |         | 
|---------------------- |  | -------- | ------- | --------- |  | -------- | ------- |  |  | - | ------- | 
|                       |  | June 22, |         | March 30, |  | June 23,
|                       |  | 2002     |         | 2002      |  | 2001    
|                       |  |          |         |           |  |         
|Current assets         |  | $        | 208,450 |           |  | $        | 207,530 |  |  | $ | 221,912 | 
|Current liabilities    |  |          | 118,685 |           |  |          | 121,229 |  |  |   | 128,793 | 
|Noncurrent assets      |  |          | 321,779 |           |  |          | 331,074 |  |  |   | 333,845 | 
|Noncurrent liabilities |  |          | 119,134 |           |  |          | 120,997 |  |  |   | 132,587 | 

|               |  |                |         |          |  |   |         | 
|-------------- |  | -------------- | ------- | -------- |  | - | ------- | 
|               |  | 12 Weeks Ended
|               |  |               
|               |  | June 22,       |         | June 23,
|               |  | 2002           |         | 2001    
|               |  |                |         |         
|Total revenues |  | $              | 385,154 |          |  | $ | 437,661 | 
|Gross profit   |  |                | 118,923 |          |  |   | 114,861 | 
|Net income     |  |                | 6,089   |          |  |   | 6,785   | 

Note E  Recent Accounting Pronouncements

In October 2001, the Financial Accounting Standards Board 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.


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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s results of
operations; softness in the local economy and the general retail food industry;
the level of discounting by competitors; uncertainties regarding timing and
amount of future real estate gains; stability and timing of distribution
incentives from suppliers; 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, tobacco and environmental
legislation and regulation; the impact of any acquisitions and dispositions;
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.


General

At June 22, 2002, Marsh Supermarkets, Inc. (the Company or Marsh) operated
through wholly-owned subsidiaries 109 supermarkets and 187 Village Pantry
convenience stores in central Indiana and western Ohio. The Company believes
that Marsh supermarkets has 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 four 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 total revenues, and the percentage change in such
components:

|                                    |  |                        |       |            |  |        |       |   |  |  |       |   
|----------------------------------- |  | ---------------------- | ----- | ---------- |  | ------ | ----- | - |  |  | ----- | --
|                                    |  | First Quarter         
|                                    |  |                       
|                                    |  | Percentage of Revenues |       |            |  |       
|                                    |  |                        |       | Percentage
|                                    |  | 2003                   |       | 2002       |  | Change
|                                    |  |                        |       |            |  |       
|Total revenues                      |  |                        | 100.0 | %          |  |        | 100.0 | % |  |  | 2.6   | % 
|Gross profit                        |  |                        | 30.9  | %          |  |        | 30.0  | % |  |  | 5.6   | % 
|Selling, general and administrative |  |                        | 26.7  | %          |  |        | 25.9  | % |  |  | 5.8   | % 
|Depreciation                        |  |                        | 1.5   | %          |  |        | 1.3   | % |  |  | 17.5  | % 
|Operating income                    |  |                        | 2.7   | %          |  |        | 2.8   | % |  |  | (1.3  | %)
|Interest                            |  |                        | 1.4   | %          |  |        | 1.4   | % |  |  | 6.9   | % 
|Income taxes                        |  |                        | 0.5   | %          |  |        | 0.5   | % |  |  | (0.3  | %)
|Income from continuing operations   |  |                        | 0.8   | %          |  |        | 1.0   | % |  |  | (13.3 | %)

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Total Revenues

In the first quarter of 2003, consolidated total revenues were $385.2 million,
compared to $375.3 million in the first quarter of 2002. Supermarket revenues
increased $9.5 million and Crystal Food Service revenues increased $1.3
million, while Village Pantry revenues decreased $3.5 million. Retail sales,
excluding fuel sales, decreased 0.8%. Sales in comparable supermarkets and
convenience stores, including replacement stores and format conversions, but
excluding fuel, decreased 2.9% from the first quarter of 2002 compared to a
2.7% increase in the first quarter of 2002 over the year earlier quarter. The
decline in comparable store sales is generally attributable to 20 national and
large regional competitors supermarket openings in the Companys markets since
the beginning of 2002 and the related level of discounting by competitors.
Also, the first quarter of 2003 did not include an Easter holiday week which
typically results in higher than normal sales. Consolidated total revenues for
the first quarter of 2003 included gains of $1.7 million from sales of real
estate in the normal course of business, compared to $0.5 million in 2002.
There can be no assurance that any future real estate gains will equal or
exceed historical levels due to the limited real estate holdings available for
sale.


Gross Profit

Gross profit is calculated net of warehousing, transportation, and promotional
expenses. In the first quarter of 2003, consolidated gross profit increased
$6.4 million, or 5.6%, from the first quarter of 2002 to $118.9 million. As a
percentage of revenues, gross profit was 30.9% in the first quarter of 2003
compared to 30.0% for the first quarter of 2002. Buying efficiencies and
pricing accounted for 0.6% of the 0.9% improvement as a percentage of revenues,
with real estate gains accounting for the remaining 0.3%. As a percentage of
revenues, gross profit increased in all divisions, except McNamara.


Selling, General and Administrative Expenses

In the first quarter of 2003, consolidated selling, general and administrative
(SG&A) expenses increased $5.7 million, or 5.8%, from the comparable quarter of
2002 to $102.9 million. As a percentage of revenues, SG&A expenses were 26.7%
in the first quarter of 2003 compared to 25.9% in the first quarter of 2002.
The increase was partially due to the decline in sales reducing leverage
against fixed costs. The dollar increase resulted primarily from store wages,
building rent and other occupancy costs related to new stores, and workers
compensation and general liability claims. Wage expense in stores open during
both quarters, excluding replacement stores and supermarket conversions to the
LoBill format, decreased 2.5% primarily reflecting the same store sales decline
and continued efforts on labor efficiency and scheduling. The Company expects
to incur expenses of $1.0 million to $1.5 million in the second quarter of 2003
for a customer contest trip that was cancelled as a result of the events of
September 11, 2001.


Depreciation

Depreciation expense for the first quarter of 2003 was $5.6 million, compared
to $4.8 million for the first quarter of 2002. The increase is attributable to
our capital investment in new and remodeled stores. As a percentage of
revenues, depreciation expense was 1.5% for the first quarter of 2003 compared
to 1.3% for the year earlier first quarter.


Operating Income

Operating income (income from continuing operations before interest and taxes)
decreased $0.1 million to $10.4 million for the first quarter of 2003 from
$10.5 million for the first quarter of 2002. The improvement in gross profit
was essentially offset by the increases in SG&A expenses and depreciation.
Operating income, as a percentage of revenues, was 2.7% for the first quarter
of 2003 compared to 2.8% for the year earlier quarter.


Interest Expense

Interest expense for the first quarter of 2003 was $5.4 million, compared to
$5.1 million for the first quarter of 2002 and, as a percentage of revenues,
was 1.4% for the first quarter of both years.


Income Taxes

For the quarter ended June 22, 2002, the effective income tax rate was 36.9%
compared to 33.7% for the year earlier quarter. The first quarter effective
rate is based on the overall expected rate for 2003.


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Income from Continuing Operations

Income from continuing operations for the first quarter of 2003 was $3.2
million, compared to $3.6 million for the first quarter of 2002. As a
percentage of revenues, income from continuing operations was 0.8% for the
first quarter of 2003 compared to 1.0% for the first quarter of 2002.


Discontinued Operation

During 2002, the Company sold certain assets of its wholesale division and
reported a gain from the disposal. In the first quarter of 2003, the reported
gain was decreased by $0.2 million, after tax benefit, primarily for an
increase in provision for doubtful accounts. Income, after tax benefit, for the
first quarter of 2002 was $0.3 million.


Net Income

Net income was $3.0 million for the first quarter of 2003 compared to $3.9
million for the first quarter of 2002. Net income from continuing operations
declined $0.4 million and net income from the discontinued operation declined
$0.5 million.


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 quarter of 2003, one supermarket remodel was completed, one
remodel was started, one supermarket was converted to the LoBill format, a new
floral shop was opened and two convenience stores were closed. Also,
construction continued on a new frozen food distribution center scheduled to
open in August 2002. In 2003, the Company plans to construct one new
supermarket and remodel four additional supermarkets, open two new LoBill
stores, open a Hispanic supermarket, open two new convenience stores, and open one new floral shop and
remodel a floral shop. The cost of these projects and other capital commitments
is estimated to be $65 million. Of this amount, the Company plans to fund $25
million through sale/leasebacks, $19 million through equipment leasing and
believes it can finance the balance with current cash balances and internally
generated funds. As of June 22, 2002, the Company had expended $13.0 million
for capital improvements.

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

Liquidity and Capital Resources

Net cash provided by operating activities in the first quarter of 2003 was $7.9
million, compared to $0.6 million in the first quarter of 2002. In the first
quarter of 2002, net cash provided by operating activities was impacted by
changes in operating asset levels: inventory buildup and higher accounts
receivable.


Working capital at June 22, 2002 decreased $0.8 million to $78.3 million from
March 30, 2002. Changes in working capital included a $6.8 million decrease in
cash and equivalents, a $4.7 million increase in accounts receivable, and a
$2.8 million decrease in accrued liabilities. The increase in accounts
receivable resulted primarily from an increase in the current portion of
long-term notes receivable. The decrease in accrued liabilities was due
primarily to payments of accrued compensation and related payroll taxes, and
property taxes.

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 $12.0 million under the facility at June 22, 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. The Company also has a bank commitment that
provides $3.0 million in short-term borrowing, at rates based upon the then
prevailing federal funds rate, none of which was utilized at
June 22, 2002.

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##### Table of Contents






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



| |                
| | ---------------
| | Not Applicable.

Item 5.   Other Information



| |                
| | ---------------
| | Not Applicable.

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

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SIGNATURES

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

|               |  |                          |  |                                                                                  
|-------------- |  | ------------------------ |  | ---------------------------------------------------------------------------------
|               |  | MARSH SUPERMARKETS, INC.
|              
|August 6, 2002 |  | By:                      |  | /s/ Douglas W. Dougherty                                                         
|               |  |                          |  |                                                                                  
|               |  |                          |  | Douglas W. Dougherty
Senior Vice President, Chief Financial Officer
and Treasurer
|              
|August 6, 2002 |  | By:                      |  | /s/ Mark A. Varner                                                               
|               |  |                          |  |                                                                                  
|               |  |                          |  | Mark A. Varner
Chief Accounting Officer
Vice President  Corporate Controller    

12