INGLES MARKETS INC — Director's Dealing 2006

Feb 28, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INGLES MARKETS INC (IMKTA)
CIK: 0000050493
Period of Report: 2006-02-28

Reporting Person: INGLE ROBERT P (Director, Chairman and CEO, Profit Sharing Plan Trustee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-28	Class A Common Stock	J	37500	—	Acquired	39778	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-28	Class B Common Stock	$	J	37500	Disposed		Class A Common Stock ()	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	80000	Direct

Footnotes

F1: The reported transactions constitute a conversion of shares of Class B Common Stock into Class A Common Stock by the Ingles Markets, Incorporated Investment/Profit Sharing Plan (the "Plan"). The number of shares reported as beneficially owned reflect the total number of shares 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 pecuniary interest therein, if 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 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