FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * INGLE ROBERT P   2. Issuer Name and Ticker or Trading Symbol INGLES MARKETS INC [IMKTA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) __X__ Other (specify below) CEO / Profit Sharing Plan Trustee (Last) (First) (Middle) 2913 US HIGHWAY 70 WEST 3. Date of Earliest Transaction (Month/Day/Year) 12/23/2008 (Street) BLACK MOUNTAIN, NC 28711 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 12/23/2008   S   1,500 D $ 16.12 136,901 D   Class A Common Stock 12/23/2008   S   500 D $ 16.14 136,401 D   Class A Common Stock 12/23/2008   S   500 D $ 16.15 135,901 D   Class A Common Stock 12/23/2008   S   1,000 D $ 16.16 134,901 D   Class A Common Stock 12/23/2008   S   537 D $ 16.17 134,364 D   Class A Common Stock 12/23/2008   S   100 D $ 16.18 134,264 D   Class A Common Stock 12/23/2008   S   2,000 D $ 16.22 132,264 D   Class A Common Stock 12/23/2008   S   363 D $ 16.24 131,901 D   Class A Common Stock 12/23/2008   S   2,000 D $ 16.34 129,901 D   Class A Common Stock               930,000 I Employee Benefit Plan Trustee

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

$ 0 (1)

(2)

(3)

Class A Common Stock

(1)

930,000

I

Employee Benefit Plan Trust (4)

Class B Common Stock

$ 0 (1)

(2)

(3)

Class A Common Stock

(1)

48,600

I

By Spouse (5)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
INGLE ROBERT P 2913 US HIGHWAY 70 WEST BLACK MOUNTAIN, NC 28711	X		CEO	Profit Sharing Plan Trustee

Signatures

/s/ Ronald B. Freeman/Attorney-in-fact for Robert P. Ingle		12/23/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Class B Common Stock may be converted to Class A Common Stock on a 1-for-1 basis without additional consideration.
(2)	Exercisable immediately.
(3)	None.
(4)	The reporting person is a trustee of the Ingles Markets Investments/Profit Sharing Plan (the ?Plan?). The reporting person disclaims beneficial ownership of the reported securities except to the extent of his or her 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 or her pecuniary interest therein.
(5)	The reporting person disclaims beneficial ownership of these shares.

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