<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 2002.
                                                   REGISTRATION NO. 333-________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              ---------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


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

             NORTH CAROLINA                             56-0846267
      (State or other jurisdiction                    (IRS Employer
    of incorporation or organization)             Identification Number)


              P.O. BOX 6676                                28816
        ASHEVILLE, NORTH CAROLINA                        (Zip Code)
(Address of Principal Executive Offices)

                          INGLES MARKETS, INCORPORATED
            AMENDED AND RESTATED 1997 NONQUALIFIED STOCK OPTION PLAN
                            (Full title of the plan)

<TABLE>
<S>                                                               <C>
                 BRENDA S. TUDOR                                               COPIES TO:
             CHIEF FINANCIAL OFFICER                                        ELIZABETH H. NOE
           INGLES MARKETS, INCORPORATED                           PAUL, HASTINGS, JANOFSKY & WALKER LLP
                  P.O. BOX 6676                                       600 PEACHTREE ST., SUITE 2400
         ASHEVILLE, NORTH CAROLINA 28816                                    ATLANTA, GA 30308
                  (828) 669-2941                                             (404) 815-2400
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

</TABLE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

====================================================================================================================
                            AMOUNT TO BE    PROPOSED MAXIMUM        PROPOSED MAXIMUM
    TITLE OF SECURITIES      REGISTERED    OFFERING PRICE PER   AGGREGATE OFFERING PRICE
      TO BE REGISTERED           (1)            SHARE (2)                  (2)           AMOUNT OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
<S>                         <C>            <C>                  <C>                      <C>
Class A Common Stock, $0.05
         par value            8,000,000          $12.25                $36,750,000                 $3,381
====================================================================================================================

</TABLE>

(1) 5,000,000 shares of the Registrant's Class A Common Stock were previously
registered pursuant to the Registrant's Registration Statement on Form S-8,
Registration No. 333-36279 (the "Original Registration Statement") with respect
to the Ingles Markets, Incorporated 1997 Nonqualified Stock Option Plan (the
"1997 Plan"). The Registrant paid a filing fee of $19,696.97 in connection with
the registration of its Class A Common Stock pursuant to the Original
Registration Statement. The Registrant has not completed distribution of the
Class A Common Stock registered pursuant to the Original Registration Statement.
The 1997 Plan was amended to increase the number of shares available for
issuance thereunder and is now known as the Ingles Markets Incorporated Amended
and Restated 1997 Nonqualified Stock Option Plan (the "Amended 1997 Plan"). This
Registration Statement on Form S-8 is filed to register an additional 3,000,000
shares of Class A Common Stock with respect to the Amended 1997 Plan. In
accordance with General Instruction E to Form S-8, the Registrant incorporates
by reference the contents of the Original Registration Statement, filed on
September 24, 1997. Upon a stock split, stock dividend or similar transaction in
the future and during the effectiveness of this Registration Statement involving
the Registrant's Class A Common Stock, the number of shares registered shall be
automatically increased to cover the additional shares in accordance with Rule
416(a) under the Securities Act of 1933, as amended.

(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(c) based on the average of the high
and low prices for the Registrant's common stock as quoted on Nasdaq on May 10,
2002.



<PAGE>



                                EXPLANATORY NOTE

         As permitted by General Instruction E to Form S-8, this Registration
Statement incorporates by reference the information contained in the
Registrant's Registration Statement on Form S-8, registration no. 333-36279 with
respect to the Ingles Markets, Incorporated 1997 Nonqualified Stock Option Plan.



<PAGE>



          PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the Registrant's Class A Common Stock issuable under
the Ingles Markets, Incorporated Amended and Restated 1997 Nonqualified Stock
Option Plan has been passed upon by Kilpatrick Stockton LLP.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The By-laws of Ingles Markets, Incorporated (the "Company") provide,
subject to the requirements set forth therein, that with respect to any person
who was or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in right of the Company), the Company
shall indemnify such person by reason of the fact that he is or was a director
or an officer, and may indemnify such person by reason of the fact that he is or
was an employee or agent of the Company or is or was serving at its request as a
director, officer, employee or agent in another corporation, partnership, joint
venture, trust or other enterprise or as a trustee or administrator under an
employee benefit plan, in either case against any liability or litigation
expenses (including reasonable attorney's fees) incurred by such person in
connection with such action, suit or proceeding to the extent and upon the terms
and conditions provided by law (excluding any such expenses that any such person
may incur that were at the time taken known or believed by them to be clearly in
conflict with the best interests of the Company or, with respect to any criminal
action or proceeding, unlawful). In addition, the Company's Articles of
Incorporation provide, subject to the requirements set forth therein, that no
director shall have personal liability arising out of an action, whether by or
in right of the Company or otherwise, for monetary damages for breach of his
duties as a director; provided, however, that such limitation on liability shall
not affect a director's liability for (i) acts or omissions not made in good
faith that were at the time taken known or believed by him to be in conflict
with the best interests of the Company, (ii) unlawful distributions, (iii)
transactions from which he derived an improper personal benefit or (iv) acts or
omissions occurring prior to the effectiveness of such Articles of Incorporation
(i.e. August 10, 1988).


ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
Exhibits
<S>              <C>

4.1              Ingles Markets, Incorporated Amended and Restated 1997 Nonqualified Stock Option Plan

5.1              Opinion of Kilpatrick Stockton LLP regarding the legality of the shares being
                 registered

23.1             Consent of Ernst & Young, LLP

23.2             Consent of Kilpatrick Stockton LLP (contained in Exhibit 5.1)

24.1             Power of Attorney (contained on signature page hereto)

</TABLE>




<PAGE>



                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Asheville, State of North Carolina on May 15, 2002.

                                        INGLES MARKETS, INCORPORATED

                                        By: /s/ Robert P. Ingle
                                            -----------------------------------
                                              Robert P. Ingle
                                              Chairman of the Board and
                                              Chief Executive Officer

         We, the undersigned officers and directors of Ingles Markets,
Incorporated, hereby severally constitute Robert P. Ingle and Brenda S. Tudor
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names in the capacities
indicated below, any and all amendments, including post-effective amendments, to
this registration statement, and generally do all such things in our name and
behalf in such capacities to enable Ingles Markets, Incorporated to comply with
the applicable provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys, or either of
them, to any and all such amendments. Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

               Signature                                 Title                                  Date
<S>                                      <C>                                                <C>
/s/ Robert P. Ingle                      Chairman of the Board, Chief                       May 15, 2002
- -------------------------------          Executive Officer and Director
Robert P. Ingle


/s/ Vaughn C. Fisher                     President, Chief Operating Officer                 May 15, 2002
- -------------------------------          and Director
Vaughn C. Fisher


/s/ Brenda S. Tudor                      Vice President- Finance, Chief                     May 15, 2002
- -------------------------------          Financial Officer and Director
Brenda S. Tudor


/s/ John O. Pollard                      Director                                           May 15, 2002
- -------------------------------
John O. Pollard


/s/ Charles E. Russell                   Director                                           May 15, 2002
- -------------------------------
Charles E. Russell


/s/ Laura Ingle Sharp                    Director                                           May 15, 2002
- -------------------------------
Laura Ingle Sharp


/s/ J. Alton Wingate                     Director                                           May 15, 2002
- -------------------------------
J. Alton Wingate

</TABLE>


<PAGE>
<TABLE>

<S>                                      <C>                                                <C>
/s/ Anthony S. Federico                  Vice President - Non-Foods                         May 15, 2002
- -------------------------------          and Director
Anthony S. Federico


/s/ Robert P. Ingle, II                  Vice President - Operations                        May 15, 2002
- -------------------------------          and Director
Robert P. Ingle, II


- -------------------------------          Director                                           May 15, 2002
Charles L. Gaither

/s/ Florence S. Dimenna
- -------------------------------          Secretary and Controller                           May 15, 2002
Florence S. Dimenna

</TABLE>


<PAGE>


                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

Exhibit Number
<S>              <C>
4.1              Ingles Markets, Incorporated Amended and Restated 1997 Nonqualified Stock Option Plan

5.1              Opinion of Kilpatrick Stockton LLP regarding the legality of the shares being
                 registered

23.1             Consent of Ernst & Young, LLP

23.2             Consent of Kilpatrick Stockton LLP (contained in Exhibit 5.1)

24.1             Power of Attorney (contained on signature page hereto)

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "g76350s-8.txt", "description": "INGLES MARKETS, INC.", "secsgml_size_bytes": 12657}]
{"company-data": {"conformed-name": "INGLES MARKETS INC", "cik": "0000050493", "assigned-sic": "5411", "irs-number": "560846267", "state-of-incorporation": "NC", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88310", "film-number": "02652193"}, "business-address": {"street1": "PO BOX 6676", "city": "ASHEVILLE", "state": "NC", "zip": "28816", "phone": "7046692941"}, "mail-address": {"street1": "P O BOX 6676", "city": "ASHEVILLE", "state": "NC", "zip": "28816"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 2002.
                                                   REGISTRATION NO. 333-________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              ---------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

             NORTH CAROLINA                             56-0846267
      (State or other jurisdiction                    (IRS Employer
    of incorporation or organization)             Identification Number)

              P.O. BOX 6676                                28816
        ASHEVILLE, NORTH CAROLINA                        (Zip Code)
(Address of Principal Executive Offices)

                          INGLES MARKETS, INCORPORATED
            AMENDED AND RESTATED 1997 NONQUALIFIED STOCK OPTION PLAN
                            (Full title of the plan)
BRENDA S. TUDOR                                               COPIES TO:
             CHIEF FINANCIAL OFFICER                                        ELIZABETH H. NOE
           INGLES MARKETS, INCORPORATED                           PAUL, HASTINGS, JANOFSKY & WALKER LLP
                  P.O. BOX 6676                                       600 PEACHTREE ST., SUITE 2400
         ASHEVILLE, NORTH CAROLINA 28816                                    ATLANTA, GA 30308
                  (828) 669-2941                                             (404) 815-2400
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================
                            AMOUNT TO BE    PROPOSED MAXIMUM        PROPOSED MAXIMUM
    TITLE OF SECURITIES      REGISTERED    OFFERING PRICE PER   AGGREGATE OFFERING PRICE
      TO BE REGISTERED           (1)            SHARE (2)                  (2)           AMOUNT OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
Class A Common Stock, $0.05
         par value            8,000,000          $12.25                $36,750,000                 $3,381
====================================================================================================================
(1) 5,000,000 shares of the Registrant's Class A Common Stock were previously
registered pursuant to the Registrant's Registration Statement on Form S-8,
Registration No. 333-36279 (the "Original Registration Statement") with respect
to the Ingles Markets, Incorporated 1997 Nonqualified Stock Option Plan (the
"1997 Plan"). The Registrant paid a filing fee of $19,696.97 in connection with
the registration of its Class A Common Stock pursuant to the Original
Registration Statement. The Registrant has not completed distribution of the
Class A Common Stock registered pursuant to the Original Registration Statement.
The 1997 Plan was amended to increase the number of shares available for
issuance thereunder and is now known as the Ingles Markets Incorporated Amended
and Restated 1997 Nonqualified Stock Option Plan (the "Amended 1997 Plan"). This
Registration Statement on Form S-8 is filed to register an additional 3,000,000
shares of Class A Common Stock with respect to the Amended 1997 Plan. In
accordance with General Instruction E to Form S-8, the Registrant incorporates
by reference the contents of the Original Registration Statement, filed on
September 24, 1997. Upon a stock split, stock dividend or similar transaction in
the future and during the effectiveness of this Registration Statement involving
the Registrant's Class A Common Stock, the number of shares registered shall be
automatically increased to cover the additional shares in accordance with Rule
416(a) under the Securities Act of 1933, as amended.

(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(c) based on the average of the high
and low prices for the Registrant's common stock as quoted on Nasdaq on May 10,
2002.
EXPLANATORY NOTE

         As permitted by General Instruction E to Form S-8, this Registration
Statement incorporates by reference the information contained in the
Registrant's Registration Statement on Form S-8, registration no. 333-36279 with
respect to the Ingles Markets, Incorporated 1997 Nonqualified Stock Option Plan.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the Registrant's Class A Common Stock issuable under
the Ingles Markets, Incorporated Amended and Restated 1997 Nonqualified Stock
Option Plan has been passed upon by Kilpatrick Stockton LLP.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The By-laws of Ingles Markets, Incorporated (the "Company") provide,
subject to the requirements set forth therein, that with respect to any person
who was or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in right of the Company), the Company
shall indemnify such person by reason of the fact that he is or was a director
or an officer, and may indemnify such person by reason of the fact that he is or
was an employee or agent of the Company or is or was serving at its request as a
director, officer, employee or agent in another corporation, partnership, joint
venture, trust or other enterprise or as a trustee or administrator under an
employee benefit plan, in either case against any liability or litigation
expenses (including reasonable attorney's fees) incurred by such person in
connection with such action, suit or proceeding to the extent and upon the terms
and conditions provided by law (excluding any such expenses that any such person
may incur that were at the time taken known or believed by them to be clearly in
conflict with the best interests of the Company or, with respect to any criminal
action or proceeding, unlawful). In addition, the Company's Articles of
Incorporation provide, subject to the requirements set forth therein, that no
director shall have personal liability arising out of an action, whether by or
in right of the Company or otherwise, for monetary damages for breach of his
duties as a director; provided, however, that such limitation on liability shall
not affect a director's liability for (i) acts or omissions not made in good
faith that were at the time taken known or believed by him to be in conflict
with the best interests of the Company, (ii) unlawful distributions, (iii)
transactions from which he derived an improper personal benefit or (iv) acts or
omissions occurring prior to the effectiveness of such Articles of Incorporation
(i.e. August 10, 1988).

ITEM 8.  EXHIBITS.
Exhibits
4.1              Ingles Markets, Incorporated Amended and Restated 1997 Nonqualified Stock Option Plan

5.1              Opinion of Kilpatrick Stockton LLP regarding the legality of the shares being
                 registered

23.1             Consent of Ernst & Young, LLP

23.2             Consent of Kilpatrick Stockton LLP (contained in Exhibit 5.1)

24.1             Power of Attorney (contained on signature page hereto)
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Asheville, State of North Carolina on May 15, 2002.

                                        INGLES MARKETS, INCORPORATED

                                        By: /s/ Robert P. Ingle
                                            -----------------------------------
                                              Robert P. Ingle
                                              Chairman of the Board and
                                              Chief Executive Officer

         We, the undersigned officers and directors of Ingles Markets,
Incorporated, hereby severally constitute Robert P. Ingle and Brenda S. Tudor
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names in the capacities
indicated below, any and all amendments, including post-effective amendments, to
this registration statement, and generally do all such things in our name and
behalf in such capacities to enable Ingles Markets, Incorporated to comply with
the applicable provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys, or either of
them, to any and all such amendments. Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature                                 Title                                  Date
/s/ Robert P. Ingle                      Chairman of the Board, Chief                       May 15, 2002
- -------------------------------          Executive Officer and Director
Robert P. Ingle

/s/ Vaughn C. Fisher                     President, Chief Operating Officer                 May 15, 2002
- -------------------------------          and Director
Vaughn C. Fisher

/s/ Brenda S. Tudor                      Vice President- Finance, Chief                     May 15, 2002
- -------------------------------          Financial Officer and Director
Brenda S. Tudor

/s/ John O. Pollard                      Director                                           May 15, 2002
- -------------------------------
John O. Pollard

/s/ Charles E. Russell                   Director                                           May 15, 2002
- -------------------------------
Charles E. Russell

/s/ Laura Ingle Sharp                    Director                                           May 15, 2002
- -------------------------------
Laura Ingle Sharp

/s/ J. Alton Wingate                     Director                                           May 15, 2002
- -------------------------------
J. Alton Wingate
/s/ Anthony S. Federico                  Vice President - Non-Foods                         May 15, 2002
- -------------------------------          and Director
Anthony S. Federico

/s/ Robert P. Ingle, II                  Vice President - Operations                        May 15, 2002
- -------------------------------          and Director
Robert P. Ingle, II

- -------------------------------          Director                                           May 15, 2002
Charles L. Gaither

/s/ Florence S. Dimenna
- -------------------------------          Secretary and Controller                           May 15, 2002
Florence S. Dimenna
INDEX TO EXHIBITS
Exhibit Number
4.1              Ingles Markets, Incorporated Amended and Restated 1997 Nonqualified Stock Option Plan

5.1              Opinion of Kilpatrick Stockton LLP regarding the legality of the shares being
                 registered

23.1             Consent of Ernst & Young, LLP

23.2             Consent of Kilpatrick Stockton LLP (contained in Exhibit 5.1)

24.1             Power of Attorney (contained on signature page hereto)