UNITED STATES
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): December 6, 2004

                          INGLES MARKETS, INCORPORATED
             (Exact name of registrant as specified in its charter)

       NORTH CAROLINA                  0-14706                  56-0846267
(State or other jurisdiction         (Commission               (IRS Employer
      of incorporation)              File Number)            Identification No.)

                       P.O. Box 6676, Asheville, NC 28816
                              (Address of Principal
                                Executive Offices)

                                 (828) 669-2941
              (Registrant's telephone number, including area code)

          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


Item 2.02      Results of Operations and Financial Condition.

        On December 6, 2004 Ingles Markets,  Incorporated (Ingles) announced its
sales for its fourth fiscal quarter and fiscal year ended  September 25, 2004. A
copy of the press release is filed herewith as Exhibit 99.1 and is  incorporated
herein by reference.

Item 4.02.     Non-Reliance  on  Previously  Issued  Financial  Statements  or a
               Related Audit Report or Completed Interim Review

        In the same press release discussed above, Ingles also announced that it
is the subject of an informal inquiry by the Securities and Exchange  Commission
(SEC)  regarding the accounting  for a vendor  contract it entered into in 2002.
The SEC has requested  certain  documentation  regarding  that vendor  contract,
other large vendor  contracts  entered into from 2002 through 2004,  and related
accounting  documents.  The Audit  Committee of Ingles'  Board of Directors  has
initiated  a review of the  accounting  issues  arising  out of the  inquiry and
others that may arise and has retained  independent legal counsel to assist with
that review.

        Based on  information  identified  to date  related to fiscal years 2001
through  2004,  Ingles has  determined  that certain  vendor  consideration  was
included in the  determination of operating income in the incorrect  periods and
has identified certain revenue and expense items that were incorrectly recorded.
Management believes that Ingles may restate its financial statements for certain
of the periods  under review  primarily to move  recognition  of certain  vendor
payments  from  earlier to later  periods.  Consequently,  on  December 1, 2004,
management  in  consultation  with  the  Audit  Committee  determined  that  our
previously  filed  financial  statements  for the periods under review should no
longer be relied  upon until  completion  of the review and the  issuance of any
required restated financial statements.

        The Audit  Committee has discussed the matters  disclosed in this filing
with Ernst & Young LLP, Ingles' independent registered public accounting firm.

Item 9.01 Financial Statements and Exhibits.

         (c) Exhibits.

    99.1  Copy of press release issued by Ingles on December 6, 2004.


        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 hereunto duly authorized.

                                          INGLES MARKETS, INCORPORATED

Date: December 6, 2004                    By: /s/ Brenda S. Tudor
                                              Brenda S. Tudor
                                              Vice President-Finance and Chief
                                              Financial Officer