MARSH SUPERMARKETS, INC.


(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Marsh Supermarkets, Inc. (the “Corporation”) will be held at the principal executive offices of the Corporation, 9800 Crosspoint Boulevard, Indianapolis, Indiana, on Tuesday, August 6, 2002, at 10:00 A.M. (Eastern Standard Time), for the following purposes:


	1.	To elect four directors for terms of three years each and until their successors are duly elected and qualified; and

	2.	To transact such other business as may properly come before the meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on Friday, May 31, 2002, as the record date for determining the shareholders entitled to notice of, and to vote at, the meeting and at any adjournment thereof.

You are cordially invited to attend this meeting. Whether or not you expect to attend the meeting, we encourage you to vote your shares by dating and signing the enclosed proxy and returning it as promptly as possible in the accompanying postage prepaid envelope.


	By:	/s/ P. LAWRENCE BUTT


	_______________________________________ P. Lawrence Butt, Secretary

This Proxy Statement and the accompanying proxy are being mailed to shareholders of Marsh Supermarkets, Inc. (the “Corporation”) in connection with the solicitation of the enclosed proxy by and on behalf of the Board of Directors of the Corporation for use at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held pursuant to the accompanying Notice of Annual Meeting, and at any adjournment of such meeting. This Proxy Statement and the accompanying proxy are being first mailed to shareholders on or about June 27, 2002.

At May 31, 2002, the Corporation had outstanding 3,852,808 shares of Class A Common Stock and 4,126,605 shares of Class B Common Stock (collectively, the “Common Stock”). Each share of Class A Common Stock entitles its owner to one vote upon each matter to come before the Annual Meeting. Shares of Class B Common Stock are non-voting with respect to the matters to come before the Annual Meeting. Only Class A Common Stock shareholders of record at the close of business on May 31, 2002, will be entitled to vote at the Annual Meeting and at any adjournment thereof.

When the enclosed proxy is properly executed and returned, the shares it represents will be voted at the Annual Meeting and at any adjournment thereof as directed by the shareholder executing the proxy, unless it is revoked earlier. If a proxy is signed and returned, but no directions are given on the proxy with respect to any particular matter to be acted upon at the Annual Meeting, the shares represented by the proxy will be voted in favor of such matter. Shares represented by proxies which are marked “withhold authority” with respect to the election of directors will be considered only for the purpose of determining the presence of a quorum at the meeting, but will neither be counted nor have any effect on the vote with respect to such matter. Shares beneficially owned by persons who do not provide voting instructions on a matter before the Annual Meeting with respect to which a broker is prohibited from exercising discretionary authority will be deemed present at the meeting for quorum purposes, but will not be included in the vote total with respect to such matter. Brokers are not prohibited from exercising discretionary authority with respect to the election of directors, except to the extent they receive instructions to the contrary from their clients at least ten days prior to the Annual Meeting. Broker non-votes will be counted as present for purposes of determining whether there is a quorum at the Annual Meeting. Any shareholder executing and delivering a proxy has the right to revoke it at any time before the authority granted thereby is exercised by the due execution of another proxy bearing a later date or by written notice to the Secretary of the Corporation. Shareholders who are present in person at the Annual Meeting may revoke their proxy and vote in person if they so desire.

This solicitation of proxies is being made by the Board of Directors of the Corporation, and the expenses thereof will be borne by the Corporation. The principal solicitation is being made by mail; however, additional solicitations may be made by telephone, telegraph, telecopier or personal interview by officers of the Corporation, who will not be additionally compensated therefor, and by D. F. King & Co., Inc., which has been engaged to distribute proxies and solicit votes for a fee estimated not to exceed $3,000, plus reimbursement of out-of-pocket expenses. The Corporation expects to reimburse brokerage houses, banks and other fiduciaries for reasonable expenses of forwarding proxy material to beneficial owners of the Common Stock.

The Corporation’s Board of Directors consists of ten members, each of whom is elected to serve for a term of three years. Four directors will be elected at the Annual Meeting to serve until the Annual Shareholders Meeting in 2005 and until their successors are duly elected and qualified. Proxies representing shares of Class A Common Stock held on the record date for the Annual Meeting which are returned duly executed will be voted, unless otherwise specified, in favor of the four nominees for the Board of Directors named below. All such nominees are members of the present Board of Directors and were elected at the 1999 Annual Shareholders Meeting. All nominees have consented to serve if elected, but should any nominee be unavailable to serve (which event is not anticipated), the persons named in the proxy intend to vote for such substitute nominee as the Board of Directors may recommend. The nominees shall be elected by a plurality of the votes cast in the election by the holders of the Class A Common Stock represented and entitled to vote at the Annual Meeting, assuming the existence of a quorum.

Biographical and other information for each nominee and for each incumbent director is set forth below:


(1)	Member of Audit Committee.
(2)	Member of Executive Committee.
(3)	Member of Compensation Committee.
(4)	Member of Stock Award Committee.

The Board of Directors has standing Executive, Audit, Compensation and Stock Award committees, membership in which is indicated in the preceding table, but does not have a nominating committee. The Executive Committee is empowered to exercise authority over the affairs of the Corporation during intervals between meetings of the Board of Directors.

The Audit Committee, comprised solely of directors who are “independent” (as defined in Rule 4200(a)(15) of the National Association of Securities Dealers, Inc. listing standards), reviews the programs of the independent auditors, the results of their audits, and the adequacy of the Corporation’s systems of internal accounting and financial controls, and accounting practices.

The Compensation Committee, composed entirely of directors who are not employees of the Corporation, reviews and approves the compensation policies and actions affecting management’s employment and

severance arrangements, benefits awarded under certain of the Corporation’s incentive plans, such as the Management Incentive Plan, and determines participation in the Supplemental Retirement Plans. The Stock Award Committee, comprised entirely of directors who are intended to be “Non-Employee Directors” for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder and “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, and the tax regulations promulgated thereunder, reviews and approves awards under the Marsh Supermarkets, Inc. 1998 Stock Incentive Plan.

During fiscal year 2002, the Board of Directors held five meetings, the Audit and Executive committees each held two meetings, the Compensation Committee held one meeting and the Stock Award Committee held three meetings. All directors, other than Garnet R. Marsh, attended at least 75% of the aggregate of Board and committee meetings of which they were members during the fiscal year.

Each member of the Board of Directors who was not an employee of the Corporation or any subsidiary or affiliated company in which the Corporation has a direct or indirect ownership interest (an “Outside Director”) received an annual retainer of $30,000 during the fiscal year. The Chairman of each standing committee of the Board of Directors who was an Outside Director also received an additional annual fee of $5,000 for serving in that capacity. A director may elect to have all or a portion of the foregoing fees deferred under a deferred compensation plan offered by the Corporation. In fiscal year 2002, fees paid to Outside Directors for services in all capacities aggregated $225,000.

Each Outside Director who was serving on the Board of Directors on August 4, 1992, or who was elected to the Board of Directors thereafter, was entitled to a one-time grant of 500 shares of restricted Class B Common Stock of the Corporation under the 1992 Stock Option Plan for Outside Directors (the “1992 Stock Option Plan”). The 1992 Stock Option Plan also provided for the granting of non-qualified stock options for 1,500 shares of Class B Common Stock at an exercise price equal to the closing price of the Class B Common Stock on the date of grant upon each election of an Outside Director to the Board of Directors during the term of the 1992 Stock Option Plan, which expires August 4, 2002.

Under the Outside Directors’ Stock Plan, each Outside Director has the opportunity to use all or any portion of the fees paid by the Corporation for services as a director to purchase, at market price, shares of Class B Common Stock in lieu of cash payment of such fees. In fiscal year 2002, Outside Directors acquired an aggregate of 3,385 shares of Class B Common Stock pursuant to the Outside Directors’ Stock Plan in lieu of cash payment of fees.

Each Outside Director may, at the discretion of the Board of Directors, be granted options to purchase shares of Common Stock or awarded shares of restricted Common Stock pursuant to the 1999 Outside Directors’ Stock Option Plan approved by the shareholders at the 1999 Annual Meeting. In fiscal year 2002, the Board of Directors granted to each Outside Director a non-qualified option to purchase 6,000 shares of Class B Common Stock under this plan at the per share closing price of the Class B Common Stock on the date of grant.

A director who is not an Outside Director does not receive any fee for serving as a director, Chairman of the Board, or Chairman of any standing committee and is not eligible to receive grants of options or restricted stock under the 1992 Stock Option Plan or the 1999 Outside Directors’ Stock Option Plan or participate in the Outside Directors’ Stock Plan.

During fiscal year 2002, Don E. Marsh, a director and President and Chief Executive Officer of the Corporation, and P. Lawrence Butt, a director and Senior Vice President, Counsel and Secretary of the Corporation were indebted to the Corporation in the amount of $755,638 and $98,029, respectively, for the principal amount of, and accrued interest at rates not less than the then applicable federal rate on, loans due June 27, 2003 and June 29, 2003 and June 27, 2003 and June 29, 2003, respectively. The Compensation Committee authorized the Corporation to make these loans to Messrs. Marsh and Butt, as well as loans to all other optionees under the 1980 Marsh Stock Plan and the 1987 Stock Option Plan, to fund the exercise of options granted under such plans that would have expired May 31, 1993 and October 18, 1998 and July 2, 2000, respectively.

During fiscal year 2002, Jack J. Bayt, an executive officer of the Corporation, had an ownership interest in A-1 Classic Rental, an equipment rental company, from which the Corporation or one of its subsidiaries rented approximately $323,656 of chairs, tables, linens, tableware and supplies upon terms which the Corporation believes were no less favorable than it could have obtained from unaffiliated third parties. Mr. Bayt also has an ownership interest in Evergreen, LLC, which owns real estate that a subsidiary of the Corporation leased during fiscal year 2002 for an annual rental of $66,000. The Corporation believes that the terms of lease of such real estate are no less favorable than it could have obtained from an unaffiliated third party for comparable real estate.

During fiscal year 2002, the Corporation, upon approval by the Stock Repurchase Committee, repurchased at market price, pursuant to the Corporation’s Stock Repurchase Plan, 45,000 shares of Class A Common Stock and 90,000 shares of Class B Common Stock for an aggregate amount of $1,665,900 from the Ermal W. Marsh Trust and the Garnet R. Marsh Irrevocable Trust, in which Garnet R. Marsh, William L. Marsh and Don E. Marsh, directors of the Corporation, each has a beneficial interest. The Corporation, upon approval by the Stock Repurchase Committee, also repurchased at market price, pursuant to the Corporation’s Stock Repurchase Plan, 20,000 shares of Class A Common Stock for an aggregate amount of $300,000 from Don E. Marsh, a director and President and Chief Executive Officer of the Corporation.

During fiscal year 1999, the Corporation adopted, and the shareholders approved, the Executive Stock Purchase Plan of Marsh Supermarkets, Inc. The purposes of the plan are to facilitate the purchase of issued and outstanding shares of Common Stock by officers and executives of the Corporation, to align more closely management’s financial rewards with the financial rewards realized by all other shareholders of the Corporation, to increase the officer’s and executive’s motivation to manage the Corporation as owners, and to increase the ownership of Common Stock among management of the Corporation. Purchases of Common Stock by each participant in the plan were financed by personal bank loans guaranteed by the Corporation, which has recourse against the participants if the Corporation incurs a loss under the guarantees, in accordance with the provisions of the plan. Thirteen officers and executives participated in the plan and purchased an aggregate of 300,000 shares of Common Stock. The aggregate number of shares of Common Stock purchased under the plan and the largest amount owed on their personal bank loans as of the end of fiscal year 2002 by Messrs. Don E. Marsh, David A. Marsh, Bryja, Dougherty and Butt were: 100,000 shares and $1,581,314⁽¹⁾; 15,000 shares and $250,000, 35,000 shares and $553,460; 25,000 shares and $395,329; and 25,000 shares and $395,329, respectively. The Corporation also provided loans to participants for the amounts by which interest payments payable on the bank loans exceed dividends paid on the shares purchased by the

participants under the plan. During the fiscal year ended March 30, 2002, Messrs. Don E. Marsh, David A. Marsh, Dougherty and Butt were indebted to the Corporation in the amount of $125,219, $18,789, $31,302 and $30,734, respectively, for the principal amount of, and accrued interest, on loans due December 10, 2004.

Members of the Compensation Committee who served during the last completed fiscal year are Messrs. Huse, Blakley and Risk.

Mr. J. Michael Blakley is a director and President and Chief Executive Officer of The Blakley Corporation, a building trade contractor specializing in interior and exterior building finishes, which, as a subcontractor of general contractors who constructed or remodeled four supermarket facilities for the Corporation or its affiliates in fiscal year 2002, indirectly supplied $268,187 of building finishing material to the Corporation or its affiliates and directly supplied $107,649 to the Corporation or its affiliates, both upon terms which the Corporation believes were no less favorable than the Corporation could have obtained from unaffiliated third parties. In addition, the Corporation purchased an aggregate of $39,251 of products from a company in which Mr. Blakley has minority ownership interests upon terms which the Corporation believes were no less favorable than the Corporation could have obtained from unaffiliated third parties.

Mr. James K. Risk, III, is a director and President and Chief Executive Officer of Kirby Risk Corporation, a wholesale electrical equipment distributor, from which the Corporation and its affiliates purchased, in the ordinary course of business, $342,692 of electrical supplies during fiscal year 2002 upon terms which the Corporation believes were no less favorable than it could have obtained from unaffiliated third parties.

The following table sets forth, as of June 1, 2002, certain information regarding the beneficial ownership of Common Stock by all directors and nominees, by the Named Officers (as defined herein), and by all directors and executive officers as a group. Except as otherwise indicated, each person has sole voting and investment power over the shares of Class A Common Stock and the Class B Common Stock listed as beneficially owned by such person.


(1)	Percentages less than 1% of the outstanding shares of either class of Common Stock are not shown.
(2)	Includes options to acquire 750 shares of Class B Common Stock which are currently exercisable.
(3)	Includes options to acquire 35,000 shares of Class A Common Stock and 27,200 shares of Class B Common Stock, which are currently exercisable, and 747 phantom shares of Class A Common Stock.
(4)	Includes 125 shares owned by a member of immediate family and options to acquire 5,250 shares, which are currently exercisable.
(5)	Includes 93 shares of Class A Common Stock and 93 shares of Class B Common Stock owned by a corporation in which Mr. Huse has an ownership interest and options to acquire 4,500 shares of Class B Common Stock, which are currently exercisable.
(6)	Includes options to acquire 2,250 shares of Class B Common Stock, which are currently exercisable.
(7)	Includes 5,466 shares of Class A Common Stock and 5,483 shares of Class B Common Stock owned by members of immediate family, and 96,003 shares of Class A Common Stock and 72,696 shares of Class B Common Stock with respect to which Don E. Marsh is trustee or co-trustee. Also includes options to acquire 93,750 shares of Class A Common Stock and 66,500 shares of Class B Common Stock, which are currently exercisable, and 3,066 phantom shares of Class A Common Stock.
(8)	Includes 84,371 shares of Class A Common Stock and 65,596 shares of Class B Common Stock owned by two trusts of which Garnet R. Marsh is either the life tenant or income beneficiary. Don E. Marsh and William L. Marsh each has a one-third remainder interest in each of the foregoing trusts, subject to


	the life estate of Garnet R. Marsh, and share voting and investment powers with respect to 78,016 shares of Class A Common Stock and 59,194 shares of Class B Common Stock in one of such trusts with Garnet R. Marsh as co-trustees. William L. Marsh is a co-trustee of the other trust. Also includes options to acquire 5,250 shares of Class B Common Stock, which are currently exercisable.
(9)	Includes 1,282 shares of Class A Common Stock, 174 phantom shares of Class A Common Stock and 2,631 shares of Class B Common Stock owned by members of immediate family and 78,016 shares of Class A Common Stock and 66,372 shares of Class B Common Stock owned by the trusts described in Note (8) above with respect to which William L. Marsh is a co-trustee. Also includes options to acquire 21,563 shares of Class A Common Stock and 20,850 shares of Class B Common Stock, which are currently exercisable.


(10)	Includes options to acquire 5,250 shares of Class B Common Stock, which are currently exercisable.
(11)	Includes 1,000 shares of Class A Common Stock held as custodian and options to acquire 5,250 shares of Class B Common Stock, which are currently exercisable.
(12)	Includes options to acquire 50,625 shares of Class A Common Stock and 31,475 shares of Class B Common Stock, which are currently exercisable, and 1,130 phantom shares of Class A Common Stock.
(13)	Includes options to acquire 35,000 shares of Class A Common Stock and 22,300 shares of Class B Common Stock, which are currently exercisable, and 1,001 phantom shares of Class A Common Stock.
(14)	Includes 1,671 shares of Class A Common Stock, 2,547 shares of Class B Common Stock, options to acquire 188 shares of Class A Common Stock and 1,000 shares of Class B Common Stock, and 88 phantom shares of Class A Common Stock owned by members of immediate family. Also includes options to acquire 19,300 shares of Class A Common Stock and 8,550 shares of Class B Common Stock, which are currently exercisable, and 1,269 phantom shares of Class A Common Stock
(15)	Includes options to acquire 267,113 shares of Class A Common Stock and 273,125 shares of Class B Common Stock, which are currently exercisable, and 8,703 phantom shares of Class A Common Stock.

To the knowledge of the Corporation, as of May 31, 2002, other than Don E. Marsh* whose security ownership is listed in the preceding table, the only other beneficial owner of more than 5% of the outstanding shares of Class A Common Stock is set forth in the following table:


	*	Mailing address is 9800 Crosspoint Boulevard, Indianapolis, Indiana 46256-3350.


(1)	As reflected in Schedule 13G, dated December 31, 2001, by American Financial Group, Inc., Carl H. Lindner, Carl H. Lindner, III, S. Craig Lindner and Keith E. Lindner with the Securities and Exchange Commission.

The following table sets forth the annual and long-term compensation paid or distributed by the Corporation for services in all capacities for the fiscal years ended April 1, 2000, March 31, 2001, and March 30, 2002, to the Chief Executive Officer and each of the other four (4) most highly compensated executive officers of the Corporation whose compensation exceeded $100,000 (the “Named Officers”).

The following table sets forth information with respect to the grants of options and SARs during the fiscal year ended March 30, 2002, to the Named Officers, together with the exercise or base price, the expiration date and the potential realizable value assuming certain rates of appreciation. No SARs were granted during the fiscal year 2002.


(1)	The options vest ratably over on the first three anniversaries of the date of grant.
(2)	Black-Sholes valuation method used assuming an expected volatility of 0.287, a risk-free rate of return of 4.65%, a dividend yield of 2.957% and a term of exercise of 10 years.

The following table sets forth information with respect to the exercise of options and SARs during, and the unexercised options and SARs held at the end of, the fiscal year ended March 30, 2002, by the Named Officers. No SARs were granted during fiscal year 2002. No options were exercised by the Named Officers during fiscal year 2002.


(a)	Value of unexercised options based on fiscal year end per share price of $15.42 for Class A Common Stock and $13.24 for Class B Common Stock.

The following table illustrates the estimated annual pension benefits under the Employees’ Pension Plan of Marsh Supermarkets, Inc. and Subsidiaries (taking Social Security benefits into account, but without regard to any survivorship benefit to an eligible spouse) (the “Pension Plan”) payable for a single straight life annuity upon normal retirement age at the compensation levels and years of benefit service shown, as well as the estimated benefits under the Supplemental Retirement Plans, which provide benefits inclusive of those that would otherwise be denied to participants by reason of certain Code limitations on qualified plan benefits.

Under the Pension Plan, monthly retirement benefits are computed on the basis of highest average monthly earnings during any 48 consecutive months of the last 120 months preceding retirement. The compensation covered by the Pension Plan includes all monthly earnings, but excludes amounts paid under the Management Incentive Plan or similar plans prior to January 1, 1985. Benefits payable under the Supplemental Retirement Plans exclude the sum of benefits payable under the Pension Plan and Social Security. Effective December 31, 1996, the accrual of benefits under the Pension Plan was curtailed and the benefit formula under the Supplemental Retirement Plans was modified with respect to any participants designated after January 1, 1997. Effective August 1, 1999, the Senior Executive Supplemental Retirement Plan, which modified the benefit calculation for certain senior executives under the Supplemental Retirement Plan, was adopted.

As of May 31, 2002, Don E. Marsh, David A. Marsh, Frank J. Bryja, Douglas W. Dougherty, and P. Lawrence Butt had 44, 23, 36, 8, and 24 years of benefit service, respectively. Assuming that the Named Officers continue in their present positions at their current salaries until retirement at age 65, their estimated annual pensions under the Pension Plan and the Supplemental Retirement Plans would be $815,190, $7,298, $212,712, $256,707 and $244,064, respectively.

The Corporation has employment agreements with Don E. Marsh, Douglas W. Dougherty and P. Lawrence Butt, dated as of August 3, 1999, for terms of five years each, subject to termination or automatic extension as provided in the agreements. Under the agreements, the base annual salaries for Don E. Marsh, Douglas W. Dougherty and P. Lawrence Butt are $750,000, $260,000 and $227,000, respectively, subject to periodic review and increase, but not decrease, by the Compensation Committee or the Board of Directors. The agreements also provide that, in the event of termination of employment for reasons other than retirement, Without Reason or Cause (as such terms are defined in the agreements), each employee shall receive a salary continuation benefit for a period of five years in an amount equal to the sum of the employee’s highest base salary during the last five years and the highest cash bonus during the last 10 years, together with certain other limited employee benefits, as described in each agreement. In addition, the Corporation has severance agreements with Frank J. Bryja and David A. Marsh, which provide that, in the event of a change in control of the Corporation and subsequent severance of employment, Messrs. Bryja and Marsh shall receive severance pay equal to three times the sum of their highest base salary during the 12 months immediately preceding termination and their highest annual bonus during the 36 months immediately preceding termination. The term of such agreements is for a period of three years, subject to earlier termination and automatic extension. If a change in control had occurred on March 30, 2002, and the employment of Messrs. Bryja and Marsh had been severed as of that date, they would have been entitled to receive severance pay in the aggregate amount of $1,402,200 and $1,407,726, respectively.

The Compensation Committee and the Stock Award Committee of the Board of Directors (collectively, the “Committee”) believe that the primary objective of the Corporation’s executive compensation policies should be:


	•	To attract and retain talented executives by providing compensation that is, overall, competitive with the compensation provided to executives at companies of comparable size and position in the retail or other businesses, as appropriate, while maintaining compensation within levels that are consistent with the Corporation’s business plan, financial objectives and operating performance;

	•	To provide appropriate incentives for executives to work toward the achievement of the Corporation’s annual performance targets established in the Corporation’s business plan; and

	•	To align more closely the interests of executives with those of shareholders and the long-term interest of the Corporation by providing long-term incentive compensation in the form of stock options, restricted stock or other equity-based long-term incentive compensation.

The Committee believes that the Corporation’s executive compensation policies should be reviewed each year following the time when the financial results of the Corporation’s prior fiscal year become available. The policies are reviewed in light of their consistency with the Corporation’s financial performance, its business plan and its position within the retail industry, as well as the compensation policies of similar companies in the retail business and general industry. The compensation of individual executives is reviewed at least annually by the Committee in light of its executive compensation policies for that year.

In reviewing the comparability of the Corporation’s executive compensation policies, the Committee looks to executive compensation in general industry as well as for other companies with businesses reasonably

related to the Corporation’s business, but may also consider factors which are unique to the Corporation. The Committee believes that for the current year and for the foreseeable future, the companies included in retail industry and general industry are generally appropriate for comparison, particularly after taking into account differences in size and other factors. The Committee will continue to review compensation information with data from other organizations in the retail or general industry or the geographic area in which the Corporation operates.

The Committee believes that, in addition to corporate performance and specific business unit performance, it is appropriate to consider, in setting and reviewing executive compensation, the personal contributions a particular individual may make to the success of the corporate enterprise. This includes quantitative measures against objectives as well as qualitative factors, such as leadership skills, planning initiatives, development and morale skills, public affairs and civic involvement. No relative weight is assigned to these qualitative factors, which are applied subjectively by the Committee.

The Committee believes that the above philosophy furthers the shareholders’ interest since a significant part of executive compensation is based on obtaining results that are beneficial to all shareholders. At the same time, the Committee believes the philosophy encourages responsible management of the Corporation in the short term. The Committee regularly reviews its philosophy so that the overall philosophy is as effective as practicable in furthering shareholders’ interest. The Committee bases its review on the experience of its members, on information requested from management, and on discussions with and information compiled by independent compensation consultants.

The Committee believes that the compensation of executive officers (other than the Chief Executive Officer) for fiscal year 2002 should be comprised of base compensation, annual incentive compensation and long-term incentive compensation and has applied the policies described herein as set forth below.

Base Compensation. Base compensation for executive officers of the Corporation is currently set at approximately the fiftieth to seventy-fifth percentile of the base compensation of executive officers with similar responsibilities at other selected peer group companies. These compensation levels have enabled the Corporation to attract and retain talented executives while keeping compensation in line with the financial objectives of the Corporation. Accordingly, the Compensation Committee believes that the current policy concerning base compensation should be continued. In determining whether an increase in base compensation was appropriate for fiscal year 2002, the Compensation Committee reviewed the salary ranges recommended by management and consulted with the Chief Executive Officer. The Compensation Committee subjectively determined on the basis of discussions with the Chief Executive Officer and its experience in business generally and with the Corporation specifically the levels of base compensation it deemed appropriate for each executive officer after taking into consideration their respective contributions, the Corporation’s overall performance, external market conditions and other factors. As a result of this analysis, increases in base salaries averaging 4.87% were awarded to executive officers (other than the Chief Executive Officer) during fiscal year 2002 reflecting the Compensation Committee’s subjective judgement and consideration of the foregoing factors.

Annual Incentive Compensation. The Committee believes that compensation should be in part directly linked to operating performance. To achieve this link with regard to short-term performance, the Committee has relied on cash bonuses. Generally, bonuses have been awarded under the Management Incentive Plan under which cash awards equal to a percentage of a fiscal year base salary can be granted to officers and key

employees based on the extent to which actual earnings of the Corporation or the relevant business unit during a fiscal year exceed the minimum earnings threshold approved by the Compensation Committee for such fiscal year. The amount of any award varies with the level of responsibility and actual earnings relative to threshold and target earnings. The Compensation Committee also has awarded periodically discretionary bonuses to officers and other employees based on recommendations from management and consultations with the Chief Executive Officer. Based on discussions with the Chief Executive Officer, the level of executive salaries as compared to the market, and the members’ experience in business generally, the Committee elected to increase generally the target incentive award levels and determined subjectively the amount of each bonus after taking into consideration the employee’s past and potential for future contributions to the Corporation. During fiscal year 2002, bonuses aggregating approximately $885,500 were awarded to executive officers (other than the Chief Executive Officer) under the Management Incentive Plan.

Long-Term Incentive Compensation. The Committee believes that an integral part of the Corporation’s executive compensation policies is equity-based compensation plans which encourage and create ownership of the Corporation’s stock by its executives, thereby aligning executives’ long-term interests with those of the shareholders. These long-term incentive programs are principally reflected in the Marsh Supermarkets, Inc. 1998 Stock Incentive Plan (“1998 Plan”). The Committee believes that significant stock ownership is a major incentive in building shareholder value and reviews awards of options and restricted stock with that goal in mind.

The Corporation has no set policy as to when equity-based incentives should be awarded, although historically stock options have been the principal vehicle for payment of long-term incentive compensation and generally have been awarded, along with any restricted stock grants, during or near the period between the end of the fiscal year and the next succeeding annual meeting of shareholders. The Committee believes that the Corporation should make it a part of its regular executive compensation policies to grant periodic awards of equity-based incentives to executive officers and other key employees as part of the compensation package that is reviewed annually for each executive officer and key employee. This grant should be made within guidelines established at the time of the annual review. The Committee’s policy is that the material terms of stock options should not be amended after grant and that the Committee should take into account the number of shares and options held by each executive officer. During fiscal year 2002, the Stock Award Committee authorized grants under the 1998 Plan to executive officers (other than the Chief Executive Officer) of options to purchase 92,000 shares of Class A Common Stock based on their individual efforts in moving the Corporation towards its strategic goals, among other factors, in the subjective view of the Stock Award Committee.

The Committee believes that greater reliance can be placed on long-term incentive compensation, with a view to setting the overall values of the Corporation’s compensation package for executive officers at approximately the fiftieth to seventy-fifth percentile of total compensation packages for executives of selected peer group companies if the Corporation achieves the annual earnings target, with total compensation at the seventy-fifth to ninetieth percentile for above target performance. The long-term awards may be composed of stock options, restricted stock, or other stock-based awards.

The Committee believes that the compensation package for the Chief Executive Officer is consistent with its general policies concerning executive compensation and is appropriate in light of the Corporation’s financial objectives and performance. Awards of long-term incentive compensation to the Chief Executive Officer are

2002 Compensation of the Chief Executive Officer. In setting the salary and incentive compensation levels of the Chief Executive Officer for fiscal year 2002, the Committee reviewed his performance in moving the Corporation towards its desired strategic direction. Based on the subjective application of these factors, and considering the leadership skills and individual efforts of the Chief Executive Officer in guiding overall performance in light of significant past and future competitive changes, as well as recognizing his continuing active leadership role in local, state, and industry matters, the Compensation Committee increased the Chief Executive Officer’s base salary by $75,000 and awarded him a cash bonus of $426,500, and the Stock Award Committee awarded the Chief Executive Officer options to purchase 100,000 shares of Class B Common Stock under the 1998 Plan.

Section 162(m) of the Code generally disallows a tax deduction to public companies for compensation paid to any executive officer in excess of $1,000,000 annually. The Committee intends for executive compensation pursuant to the Corporation’s stock incentive plans generally to qualify as performance-based compensation and therefore be excluded from the deduction limit found under Internal Revenue Service regulations. Although the Committee currently anticipates that the compensation to be paid in future years to substantially all executive officers will be deductible under Section 162(m) because executive officer compensation is generally well below the limit and because the Committee intends to continue utilizing performance-based compensation, the Committee believes its primary responsibility is to provide a compensation program that will attract, retain and reward executive talent necessary to maximize returns to shareholders and that the loss of the tax deduction may be necessary in some instances to achieve this purpose.

The foregoing report of the Compensation Committee does not constitute soliciting material and shall not be deemed incorporated by reference by any general statement incorporating by reference the Proxy Statement into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Corporation specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.

The Audit Committee reviews the Corporation’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process. The Corporation’s independent auditors are responsible for expressing an opinion on the conformity of the Corporation’s audited financial statements to generally accepted accounting principles. The Board of Directors adopted and recently amended and restated the Audit Committee Charter, a copy of which is attached hereto as Exhibit A and incorporated herein by reference.

In light of recent developments, the Audit Committee reviewed its charter and determined that it was appropriate to amend the charter to include among its specific responsibilities a review and discussion with

management and the independent auditors of the critical accounting policies used in the annual audited financial statements, as well as a discussion with the independent auditors of all matters affecting the quality of the Corporation’s financial reporting and fairness of the presentation in the financial statements of the results of operations, financial position and financial risks of the Corporation.

In this context, the Audit Committee has reviewed and discussed with management and the independent auditors the audited financial statements of the Corporation. The Audit Committee has discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards). In addition, the Audit Committee has received from the independent auditors the written disclosures and letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and discussed with them their independence from the Corporation and its management. The Audit Committee has considered whether the independent auditors provision of non-audit services to the Corporation is compatible with the auditor’s independence.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements of the Corporation be included or incorporated by reference in the Corporation’s Annual Report on Form 10-K for the year ended March 30, 2002, for filing with the Securities and Exchange Commission.

The foregoing report of the Audit Committee does not constitute soliciting material and shall not be deemed incorporated by reference by any general statement incorporating by reference the Proxy Statement into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Corporation specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.


(1)	Assumes $100 investment on March 31, 1997 in Marsh Supermarkets, Inc. Class A Common Stock and Class B Common Stock, Russell 2000 and NASDAQ Retail Trade. Total returns are calculated on a dividends reinvested basis. Indices are weighted by market capitalization.
(2)	Data for Marsh Supermarkets, Inc., Russell 2000, and NASDAQ Retail Trade was provided by the Center for Research in Security Prices, University of Chicago.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires executive officers, directors, and persons who own more than 10% of the outstanding shares of a registered class of a corporation’s equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish the corporation with copies of all Section 16(a) forms they file.

Based solely on a review of the Forms 3, 4 and 5 and amendments thereto and certain written representations furnished to the Corporation, the Corporation believes its executive officers, directors and greater than 10% beneficial owners complied with all applicable filing requirements of Section 16(a) during fiscal year 2002, except for Messrs. William L Marsh, J. Michael Blakley and Jack J. Bayt, each of whom had a Form 4 or Form 5 which failed to be filed timely as a result of administrative delays.

Upon recommendation of the Audit Committee, the firm of Ernst & Young LLP, which audited the Corporation’s financial statements for the past fiscal year, has been appointed by the Board of Directors as the Corporation’s independent auditors to audit the consolidated financial statements for the fiscal year to end

Audit Fees. During the fiscal year ended March 30, 2002, the fees of Ernst & Young LLP for professional services rendered for the audit of the Corporation’s annual financial statements for the fiscal year ended March 30, 2002, and for review of the financial statements included in the Corporation’s quarterly reports on Form 10-Q for such fiscal year were $303,900.

Financial Information Systems Design and Implementation Fees. During the fiscal year ended March 30, 2002, the Corporation did not incur any fees from Ernst & Young LLP for financial information system design or implementation.

All Other Fees. The fees of Ernst & Young LLP for all other professional services rendered to the Corporation during the fiscal year ended March 30, 2002, were $428,801, including audit-related services of $44,500 and non-audit services of $384,301. Audit related services generally include fees for pension and statutory audits, business acquisitions, accounting consultations, internal audit and reviews in connection with filings with the Securities and Exchange Commission.

Shareholder proposals, intended to be included in the proxy material relating to the Annual Meeting of Shareholders to be held August 5, 2003, must be received by the Corporation not later than February 27, 2003, and must comply with Rule 14a-8 of the Securities Exchange Act of 1934, as amended. In addition, the Corporation’s Bylaws establish an advance notice procedure with regard to certain matters, including shareholder proposals not included in the Corporation’s proxy statement. In general, in order for any such matters to be brought before an annual meeting of shareholders, notice must be received by the Corporation not less than 60 days and not more than 90 days prior to the annual meeting date and must contain specified information concerning the matters and the shareholder proposing such matters. Such proposals should be addressed to the Corporate Secretary at the Corporation’s principal executive offices.

The Board of Directors is not aware presently of any matters to be presented at the Annual Meeting other than the election of directors. If, however, other matters are properly brought before the Annual Meeting, the enclosed proxy gives discretionary authority to the persons named therein to act in accordance with their best judgment on such matters.


	/s/ P. LAWRENCE BUTT
	_______________________________________ P. Lawrence Butt, Secretary

A COPY OF THE CORPORATION’S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 30, 2002, MAY BE OBTAINED WITHOUT CHARGE BY ANY SHAREHOLDER TO WHOM THIS PROXY STATEMENT IS SENT, UPON WRITTEN REQUEST TO P. LAWRENCE BUTT, SECRETARY, MARSH SUPERMARKETS, INC., 9800 CROSSPOINT BOULEVARD, INDIANAPOLIS, INDIANA 46256-3350. COPIES OF EXHIBITS TO THE FORM 10-K ALSO WILL BE AVAILABLE UPON WRITTEN REQUEST UPON PAYMENT OF CHARGES APPROXIMATING THE CORPORATION’S REASONABLE COST IN FURNISHING SUCH EXHIBITS.

The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) to assist the Board in monitoring on a periodic basis the processes used by Marsh Supermarkets, Inc. (the “Company”) to produce financial statements, the Company’s systems of internal accounting and financial controls (the “Systems”), and the independence of the Company’s independent auditors.

In discharging its responsibilities, the Committee is empowered to investigate any matter relating to the Systems with full access to all books, records, facilities and personnel of the Company and the power to retain outside counsel, auditors or other experts or consultants for this purpose. The Committee shall make regular reports to the Board.

The Committee shall review and reassess the adequacy of this Charter on an annual basis and submit it annually to the Board for approval.

The Committee shall be comprised of not less than three members of the Board, and the committee’s composition and experience will meet the applicable listing standards of the NASD.


	1.	Who have no relationship to the Company that may interfere with the exercise of their independent judgment in carrying out the responsibilities of a director (unless as to one non-independent member the Board under exceptional and limited circumstances determines that membership is required by the best interests of the Company and its shareholders); and

	2.	Who are financially literate (as defined in the NASD listing standard) or who become financially literate within a reasonable period of time after appointment to the Committee. In addition, at least one member of the Committee will have sufficient experience or background which results in financial sophistication (as defined in the NASD listing standard).

The Committee’s monitoring responsibility recognizes that the Company’s management is responsible for preparing the Company’s financial statements in accordance with generally accepted accounting principles and that the independent auditors are responsible for auditing those financial statements. Additionally, the Committee recognizes that the Company’s financial management, as well as its independent auditors, have more time, knowledge and more detailed information on the Company and its financial reports than do Committee members; consequently, in carrying out its responsibilities, the Committee is not providing any expert or special assurance as to the Company’s financial statements and is not conducting an audit or investigation of the financial statements or determining that the Company’s financial statements are true and complete or are in accordance with generally accepted accounting principles.

The following functions shall be the common recurring activities of the Committee in carrying-out its monitoring responsibilities. These functions are set forth as a guide with the understanding that the Committee may diverge from this guide, as it deems appropriate given the circumstances.


	•	The Committee shall review with management and the independent auditors the annual audited financial statements to be included in the Company’s Annual Report on Form 10-K (or the Annual Report to Shareholders if distributed prior to the filing of Form 10-K) and the selection, application and disclosure of critical accounting policies used in such financial statements. The Committee also shall review and consider with the independent auditors the matters required to be discussed by Statements of Auditing Standards (“SAS”) No. 61 and No. 90, as may be modified or supplemented, as well as matters affecting the quality of the Company’s financial reporting and the fairness of the presentation in the financial statements of the financial condition and financial risks of the Company. Based on such review and discussion, the Committee shall consider whether to recommend to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K.

	•	As a whole, or through the Committee chair, the Committee shall review with the independent auditors the Company’s interim financial results to be included in the Company’s quarterly reports to be filed with Securities and Exchange Commission on Form 10-Q and the matters required to be discussed by SAS No. 61 and No. 90; this review will occur prior to the Company’s filing of the Form 10-Q.

	•	The Committee shall discuss with management and the independent auditors the quality and adequacy of the Company’s internal controls that could significantly affect the Company’s financial statements.

	•	The Committee shall:


	•	request from the independent auditors annually a formal written statement delineating all relationships between the independent auditors and the Company that may impact the objectivity and independence of the independent auditors, consistent with Independence Standards Board Standard Number 1;

	•	discuss with the independent auditors in an active dialogue any such disclosed relationships and their impact on the independent auditors’ independence; and

	•	if determined appropriate by the Committee, recommend that the Board take appropriate action in response to the independent auditors’ report to ensure the independent auditors’ independence.


	•	The Committee, subject to any action that may be taken by the Board, shall have the ultimate authority and responsibility to select (or nominate for shareholder approval), evaluate and, where appropriate, replace the independent auditors, and the independent auditors are ultimately accountable to the Board and the Committee.

The undersigned hereby appoints Stephen M. Huse, Catherine A. Langham and K. Clay Smith, or any one of them, as proxies, each with the power of substitution, and authorizes them to represent the undersigned, and to vote as indicated hereon all shares of Class A Common Stock of Marsh Supermarkets, Inc. held of record by the undersigned on May 31, 2002, at the Annual Meeting of Shareholders to be held August 6, 2002, and at any adjournment thereof.


1.	The election of four (4) directors. Nominees are: Charles R. Clark, James K. Risk, III, J. Michael Blakley and P. Lawrence Butt for terms of three years each.


2.	In their discretion with respect to such other business as may properly come before the meeting.

(Please date and sign on reverse side and return this Proxy Card in the accompanying envelope promptly.)

Unless otherwise specified, this Proxy will be voted FOR all nominees for director.

Receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement, dated June 27, 2002, and the 2002 Annual Report to Shareholders is hereby acknowledged.

Please sign exactly as your name(s) appear hereon. If shares are owned jointly, all owners should sign. If signing as attorney, executor, administrator, trustee, guardian, corporate officer or other representative capacity, please indicate your full title as such.

The undersigned hereby authorizes the Trustee of the Marsh Supermarkets, Inc. 401(k) Plan (“Plan”) to appoint Stephen M. Huse, Catherine A. Langham and K. Clay Smith, or any one of them, as attorneys-in-fact and proxies, each with the power of substitution, and authorizes such persons to represent the undersigned, and to vote as indicated hereon all shares of Class A Common Stock of Marsh Supermarkets, Inc. credited to the undersigned’s account in the Plan as of May 31, 2002, at the Annual Meeting of Shareholders to be held August 6, 2002, and at any adjournment thereof.


1.	The election of four (4) directors. Nominees are: Charles R. Clark, James K. Risk, III, J. Michael Blakley and P. Lawrence Butt for terms of three years each.


2.	In their discretion with respect to such other business as may properly come before the meeting.

(Please date and sign on reverse side and return this Instruction Card in the accompanying envelope promptly.)

Unless otherwise specified, this Instruction Card will be voted FOR all nominees for director.

Receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement, dated June 27, 2002, and the 2002 Annual Report to Shareholders is hereby acknowledged.

The undersigned hereby authorizes the Trustee of the Marsh Equity Ownership Plan (“Plan”) to appoint Stephen M. Huse, Catherine A. Langham and K. Clay Smith, or any one of them, as attorneys-in-fact and proxies, each with the power of substitution, and authorizes such persons to represent the undersigned, and to vote as indicated hereon all shares of Class A Common Stock of Marsh Supermarkets, Inc. credited to the undersigned’s account in the Plan as of May 31, 2002, at the Annual Meeting of Shareholders to be held August 6, 2002, and at any adjournment thereof.


1.	The election of four (4) directors. Nominees are: Charles R. Clark, James K. Risk, III, J. Michael Blakely and P. Lawrence Butt for terms of three years each.


2.	In their discretion with respect to such other business as may properly come before the meeting.

(Please date and sign on reverse side and return this Instruction Card in the accompanying envelope promptly.)

Unless otherwise specified, this Instruction Card will be voted FOR all nominees for director.

Receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement, dated June 27, 2002, and the 2002 Annual Report to Shareholders is hereby acknowledged.


o Preliminary Proxy Statement		o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 6, 2002
PROXY STATEMENT
VOTING SECURITIES
PROXY, VOTING AND METHOD OF COUNTING VOTES
SOLICITATION OF PROXIES
ELECTION OF DIRECTORS
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNER
COMPENSATION OF EXECUTIVE OFFICERS
Estimated Retirement Benefits Table
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
INDEPENDENT AUDITORS
SHAREHOLDER PROPOSALS
OTHER MATTERS
EXHIBIT A


Name, Age, Principal Occupation			Director
and Business Experience			Since

		*Nominees for Director to serve until the 2005 Annual Meeting:*

CHARLES R. CLARK, 68				1978
	Partner, Beasley Gilkison Retherford Buckles & Clark, Attorneys at Law, Muncie, Indiana. See Note (1).

JAMES K. RISK, III, 60				1987
	President and Chief Executive Officer, Kirby Risk Corporation, Lafayette, Indiana (a wholesale electrical equipment distributor); director, Lafayette Life Insurance Company, Lafayette, Indiana (an insurance company). See Note (3).

J. MICHAEL BLAKLEY, 61				1996
	President and Chief Executive Officer, The Blakley Corporation, Indianapolis, Indiana (a building trade contractor specializing in interior and exterior building finishes). See Note (3).

P. LAWRENCE BUTT, 60				1999
	Senior Vice President, Counsel and Secretary of the Corporation.


Name, Age, Principal Occupation			Director
and Business Experience			Since

		*Incumbent Directors elected to serve until the 2003 Annual Meeting:*

DON E. MARSH, 64				1959
	Chairman of the Board, President and Chief Executive Officer of the Corporation; son of Garnet R. Marsh and brother of William L. Marsh; director, National City Bank, Indiana, Indianapolis, Indiana. See Note (2).

WILLIAM L. MARSH, 58				1991
	Senior Vice President-Property Management of the Corporation; son of Garnet R. Marsh and brother of Don E. Marsh.

STEPHEN M. HUSE, 59				1985
	President and Chief Executive Officer, Huse, Incorporated, Bloomington, Indiana (a retail restaurant management company); director, KeyBank, Indiana, Indianapolis, Indiana. See Notes (2), (3) and (4).

		*Incumbent Directors elected to serve until the 2004 Annual Meeting:*

GARNET R. MARSH, 91				1977
	Widow of Ermal W. Marsh, founder of the Corporation; mother of Don E. Marsh and William L. Marsh.

CATHERINE A. LANGHAM, 44				1998
	President, Future Enterprises, Inc., Indianapolis, Indiana (an expedited transport services, warehousing and distribution company). See Note (1).

K. CLAY SMITH, 64				1989
	President and Chief Executive Officer, Underwood Machinery Transport Company, Inc., Indianapolis, Indiana (a heavy equipment transport company). See Notes (1), (2) and (4).



	Number and Nature of						Percent of Class
	Beneficial Ownership						Outstanding(1)

Name	Class A			Class B			Class A			Class B

J. Michael Blakley		1500			5,372	(2)
P. Lawrence Butt		102,157	(3)		34,743	(3)		2.7	%
Charles R. Clark		375			7,448	(4)
Stephen M. Huse		874	(5)		10,857	(5)
Catherine A. Langham		0			5,123	(6)
Don E. Marsh		560,698	(7)		341,405	(7)		14.6	%		8.3	%
Garnet R. Marsh		78,016	(8)		70,146	(8)		2.0	%		1.7	%
William L. Marsh		133,191	(9)		91,135	(9)		3.8	%		2.2	%
James K. Risk, III		2,225			9,414	(10)
K. Clay Smith		2,500	(11)		10,688	(11)
Frank J. Bryja		117,679	(12)		39,458	(12)		3.1	%
Douglas W. Dougherty		88,971	(13)		22,868	(13)		2.3	%
David A. Marsh		42,588	(14)		16,196	(14)		1.1	%
All directors and executive officers as a group (16 persons)		1,181,171	(15)		752,284	(15)		30.7	%		18.2	%

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(1)	Title of each class of securities to which transaction applies:


(2)	Aggregate number of securities to which transaction applies:


⁽¹⁾	Excludes 15,000 shares and $237,198 associated with the participation of Arthur A. Marsh (executive of affiliates of the Corporation and son of Don E. Marsh) in the plan.


					Percent of
					Class A
Name and Address of		Amount and Nature of			Common Stock
Beneficial Owner		Beneficial Ownership			Outstanding

AMERICAN FINANCIAL GROUP, INC.,			729,844 shares	(1)		18.9	%
	c/o James C. Kennedy
	One East Fourth Street
	Cincinnati, Ohio 45202



										Long-Term
										Compensation


				Annual Compensation						Awards

								Other				Securities		All
								Annual		Restricted		Underlying		Other
		Fiscal		Salary		Bonus		Compensation		Stock		Options/		Compensation
Name and Principal Position		Year		($)		($)(a)		($)(b)		Awards($)		SARs(#)		(c)($)

Don E. Marsh,			2002		901,923		426,500		0		0		100,000		40,248
	Director; Chairman of the Board,		2001		819,231		392,800		0		0		75,000		47,843
	President & Chief Executive Officer		2000		764,423		303,000		0		0		75,000		50,573
David A. Marsh,			2002		238,846		230,400		0		0		20,000		7,538
	President & Chief Operating		2001		206,154		116,500		0		0		12,500		5,263
	Officer, LoBill Foods Division		2000		177,308		97,700		0		0		7,500		4,528
Frank J. Bryja,			2002		300,000		167,400		0		0		15,000		13,495
	President & Chief Operating		2001		292,308		120,300		0		0		35,000		12,659
	Officer, Supermarket Division		2000		280,289		79,600		0		0		35,000		13,346
Douglas W. Dougherty,			2002		286,923		140,000		0				20,000		15,532
	Senior Vice President, Chief		2001		273,846		109,200		0		0		30,000		16,178
	Financial Officer & Treasurer		2000		265,000		91,900		0		0		20,000		17,298
P. Lawrence Butt,			2002		266,923		130,000		0				20,000		15,375
	Director; Senior Vice President, Counsel		2001		249,846		95,300		0		0		30,000		13,283
	and Secretary		2000		231,635		80,200		0		0		20,000		14,193


(a)		Cash bonuses authorized by the Compensation Committee.
(b)		Value of perquisites or other personal benefits, securities or property received which did not exceed the lesser of $50,000 or 10% of salary and bonus are not shown.
(c)		Includes for fiscal year 2002: (i) Supplemental Long-Term Disability Plan premiums of $10,736, $0, $2,572, $4,133, and $1,700, respectively; (ii) 401(k) plan contributions of $2,750, $2,688, $2,550, $2,689 and $2,592, respectively, (iii) group and other life insurance premiums of $15,983, $500, $3,912, $4,995, and $7,721, respectively; and (iv) Deferred Compensation Plan contributions of $10,779, $4,350, $4,461, $3,715, and $3,362, respectively.



			Number of				Value of Unexercised
			Securities Underlying				In-the-Money
			Unexercised Options/				Options/SARs
			SARs at Fiscal Year End				at Fiscal Year End($)(a)

Name	Class		Exercisable		Unexercisable		Exercisable		Unexercisable

Don E. Marsh		A		93,750		118,750		188,000		118,750
		B		66,500		37,500		268,305		216,125
Frank J. Bryja		A		50,625		26,875		79,575		82,038
		B		31,475		18,625		189,620		116,573
Douglas W. Dougherty		A		35,000		25,000		67,200		57,800
		B		22,300		15,000		128,266		85,050
David A. Marsh		A		19,300		23,000		68,511		51,845
		B		8,550		7,250		43,604		41,108
P. Lawrence Butt		A		35,000		25,000		67,200		57,800
		B		27,200		15,000		130,474		85,050


Average Annual
Compensation		Estimated Annual Retirement
During Last		Benefits at Various Years of Benefit Service
4 Years of
Service		10 Years		20 Years		30 Years

	$ 400,000	$	241,696	$	246,210	$	250,723
	500,000		301,696		306,210		311,070
	600,000		361,696		366,210		373,501
	700,000		421,696		435,932		435,932
	800,000		481,696		487,047		498,363
	900,000		541,696		548,048		560,794
	1,000,000		601,696		609,049		623,225
	1,100,000		661,696		670,050		685,620
	1,200,000		721,696		731,051		745,620
	1,300,000		781,696		792,052		805,620
	1,400,000		841,696		853,053		865,620
	1,500,000		901,696		914,054		925,620
	1,600,000		961,696		975,055		985,620


Compensation Committee		Stock Award Committee

Stephen M. Huse, Chairman		Stephen M. Huse, Chairman
J. Michael Blakley		K. Clay Smith
James K. Risk, III


	Mar-97		Mar		Mar-99		Mar-00		Mar-01		Mar-02


MARSH SUPERMARKETS-CL A		100.00		124.32		92.80		122.36		124.55		136.65
MARSH SUPERMARKETS-CL B		100.00		130.13		102.00		80.32		107.92		124.55
RUSSELL 2000		100.00		142.01		118.92		163.28		138.25		157.58
NASDAQ Retail Trade(2)		100.00		148.15		149.74		118.68		83.82		112.06


x	No fee required.


(4)	Proposed maximum aggregate value of transaction:


o	Fee paid previously with preliminary materials:


(1)	Amount Previously Paid:


o	FOR all nominees listed above except those whose names are written below: