Edgar Filing: LANNING JAMES W

Ownership Submission

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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LANNING JAMES W

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)
President / Profit Sharing Plan Trustee

(Last)

(First)

(Middle)

2913 US HIGHWAY 70 WEST

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2005

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/14/2005		J⁽¹⁾		1,910	D	$ 16.3	46,168	I	By Employee Benefit Plan Trust ⁽¹⁾
Class A Common Stock	12/14/2005		J⁽¹⁾		2,400	D	$ 16.31	43,768	I	By Employee Benefit Plan Trust ⁽¹⁾
Class A Common Stock	12/14/2005		J⁽¹⁾		300	D	$ 16.34	43,468	I	By Employee Benefit Plan Trust ⁽¹⁾
Class A Common Stock	12/14/2005		J⁽¹⁾		500	D	$ 16.4	42,968	I	By Employee Benefit Plan Trust ⁽¹⁾
Class A Common Stock	12/14/2005		J⁽¹⁾		700	D	$ 16.42	42,268	I	By Employee Benefit Plan Trust ⁽¹⁾
Class A Common Stock	12/14/2005		J⁽¹⁾		590	D	$ 16.44	41,678	I	By Employee Benefit Plan Trust ⁽¹⁾
Class A Common Stock	12/14/2005		J⁽¹⁾		1,900	D	$ 16.5	39,778	I	By Employee Benefit Plan Trust ⁽¹⁾
Class A Common Stock	12/14/2005		J⁽¹⁾		400	D	$ 16.55	39,378	I	By Employee Benefit Plan Trust ⁽¹⁾
Class A Common Stock	12/14/2005		J⁽¹⁾		500	D	$ 16.57	38,878	I	By Employee Benefit Plan Trust ⁽¹⁾
Class A Common Stock	12/14/2005		J⁽¹⁾		100	D	$ 16.59	38,778	I	By Employee Benefit Plan Trust ⁽¹⁾
Class A Common Stock	12/14/2005		J⁽¹⁾		100	D	$ 16.61	38,678	I	By Employee Benefit Plan Trust ⁽¹⁾
Class A Common Stock	12/14/2005		J⁽¹⁾		2,392	D	$ 16.67	36,286	I	By Employee Benefit Plan Trust ⁽¹⁾
Class A Common Stock	12/14/2005		J⁽¹⁾		508	D	$ 16.68	35,778	I	By Employee Benefit Plan Trust ⁽¹⁾
Class A Common Stock	12/14/2005		J⁽¹⁾		200	D	$ 16.69	35,578	I	By Employee Benefit Plan Trust ⁽¹⁾
Class A Common Stock	12/14/2005		J⁽¹⁾		2,500	D	$ 16.71	33,078	I	By Employee Benefit Plan Trust ⁽¹⁾
Class A Common Stock								6,250	D

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LANNING JAMES W 2913 US HIGHWAY 70 WEST BLACK MOUNTAIN, NC 28711	X		President	Profit Sharing Plan Trustee

Signatures

James W. Lanning		12/16/2005
^**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)	The reported transactions constitute sales of Class A Common Stock to meet the liquidity needs of the Ingles Markets Investment/Profit Sharing Plan (the "Plan"). The number of shares reported as sold and as beneficially owned reflect the total number of shares sold or owned by the Plan for the benefit of all Plan participants. The reporting person is a trustee of the Plan. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his 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.

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