INGLES MARKETS INC — Director's Dealing 2004

Apr 2, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INGLES MARKETS INC (IMKTA)
CIK: 0000050493
Period of Report: 2004-03-18

Reporting Person: TUDOR BRENDA S (Director, VP Finance, Treasurer, CFO, Profit Sharing Plan Trustee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-18	Class A Common Stock	J	13332	—	Acquired	13332	Indirect
2004-03-18	Class A Common Stock	J	5803	$11.0302	Disposed	7529	Indirect
2004-03-23	Class A Common Stock	J	4100	$10.82	Disposed	3429	Indirect
2004-03-23	Class A Common Stock	J	1529	$11.01	Disposed	1900	Indirect
2004-03-23	Class A Common Stock	J	1900	$11.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-18	Class B Common Stock	$0	J	13332	Disposed		Class A Common Stock ()	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	4500	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0		Class A Common Stock ()	150	Direct

Footnotes

F1: The reported transactions constitute a conversion of sharse of Class B Common Stock into Class A Common Stock and the sale of such Class A Common Stock by the Ingles Markets, Incorporated Investment/Profit Sharing Plan (the "Plan") to meet the liquidity needs of the Plan for making distributions to Plan participants. The number of shares reported as sold and as beneficially owned at month-end reflect the total number of shares sold or owned by the Plan for the benefit of all Plan participants. The reporting person is a trustee of the Plan. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his or her pecuniary interest thereif, in any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose except to the extent of his or her pecuniary interest therein.

F2: Class B Common Stock may be converted to Class A Common Stock at the option of the holder on a 1-for-1 basis with no additional consideration being paid or received.

F3: Exercisable immediately

F4: None