1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM T-1

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STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE
TRUST INDENTURE ACT OF l939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

[ ] CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2)

STATE STREET BANK AND TRUST COMPANY
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(Exact name of trustee as specified in its charter)

Massachusetts 04-1867445
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(State of incorporation if (I.R.S. Employer
not a national bank Identification No.)

225 Franklin Street, Boston, Massachusetts 02110
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(Address of principal executive offices) (Zip Code)

John R. Towers, Executive Vice President and General Counsel,
225 Franklin Street, Boston, Massachusetts 02110
(617) 654-3253
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(Name, address and telephone number of agent for service)

MARSH SUPERMARKETS, INC.
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(Exact name of obligor as specified in its charter)

Indiana 35-0918179
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

9800 Crosspoint Boulevard, Indianapolis, Indiana 46256-3350
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(Address of principal executive offices) (Zip Code)

8 7/8% Senior Subordinated Notes, Series B
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(Title of the indenture securities)

Item l. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to
which it is subject:

Department of Banking and Insurance of
The Commonwealth of Massachusetts
100 Cambridge Street
Boston, Massachusetts

Board of Governors of the Federal Reserve System
Washington, D.C.

Federal Deposit Insurance Corporation
Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers:

The trustee is so authorized.

Item 2. Affiliations with obligor. If the obligor is an affiliate of
the trustee, describe each such affiliation.

None with respect to the trustee or its parent, State Street
Corporation.

Item l6. List of exhibits. List below all exhibits filed as a part of
this statement of eligibility and qualification.

l. A copy of the Articles of Association of the trustee
as now in effect.

A copy of the Articles of Association of the trustee, as
now in effect, is on file with the Securities and
Exchange Commission as Exhibit 1 to Amendment No. 1 to the
Statement of Eligibility and Qualification of Trustee
(Form T-1) filed with Registration Statement of Morse
Shoe, Inc. (File No. 22-17940) and is incorporated herein
by reference thereto.

2. A copy of the Certificate of Authority of the trustee
to do Business.

A copy of a Statement from the Commissioner of Banks of
Massachusetts that no certificate of authority for the
trustee to commence business was necessary or issued is on
file with the Securities

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and Exchange Commission as Exhibit 2 to Amendment No. 1 to
the Statement of Eligibility and Qualification of Trustee
(Form T-1) filed with Registration Statement of Morse
Shoe, Inc. (File No. 22-17940) and is incorporated herein
by reference thereto.

3. A copy of the Certification of Fiduciary Powers of the
Trustee.

A copy of the authorization of the trustee to exercise
corporate trust powers is on file with the Securities and
Exchange Commission as Exhibit 3 to Amendment No. 1 to the
Statement of Eligibility and Qualification of Trustee
(Form T-1) filed with Registration Statement of Morse
Shoe, Inc. (File No. 22-17940) and is incorporated herein
by reference thereto.

4. A copy of the By-laws of the trustee as now in effect.

A copy of the By-Laws of the trustee, as now in effect, is
on file with the Securities and Exchange Commission as
Exhibit 4 to the Statement of Eligibility and
Qualification of Trustee (Form T-1) filed with
Registration Statement of Eastern Edison Company (File No.
33-37823) and is incorporated herein by reference thereto.

5. Consent of the trustee required by Section 32l(b) of
the Act.

6. A copy of the latest Consolidated Reports of Condition of
the trustee, published pursuant to law or the requirements
of its supervising or examining authority.

A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority is annexed hereto as
Exhibit 6 and made a part hereof.

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NOTES

Inasmuch as this Form T-l is filed prior to the ascertainment
by the trustee of all facts on which to base its answer to Item 2, the answer to
said Item is based upon incomplete information. Said Item may, however, be
considered correct unless amended by an amendment to this Form T-l.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of
l939, the trustee, State Street Bank and Trust Company, a Massachusetts trust
company, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of Hartford, and State of Connecticut, on the 28th day of August, 1997.

STATE STREET BANK AND TRUST
COMPANY,
Trustee

By /s/ Mark A. Forgetta
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Name: Mark A. Forgetta
Title: Vice President

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EXHIBIT 5

CONSENT OF THE TRUSTEE
REQUIRED BY SECTION 321(b)
OF THE TRUST INDENTURE ACT OF 1939

The undersigned, as Trustee under an Indenture to be entered into
between Marsh Supermarkets, Inc. and State Street Bank and Trust Company,
Trustee, does hereby consent that, pursuant to Section 321(b) of the Trust
Indenture Act of 1939, reports of examinations with respect to the undersigned
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.

STATE STREET BANK AND TRUST
COMPANY,
Trustee

By /s/ Mark A. Forgetta
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Name: Mark A. Forgetta
Title: Vice President

Dated: August 28, 1997

Consolidated Report of Condition of State Street Bank and Trust Company,
Massachusetts and foreign and domestic subsidiaries, a state banking institution
organized and operating under the banking laws of this commonwealth and a member
of the Federal Reserve System, at the close of business March 31, 1997,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act and in accordance
with a call made by the Commissioner of Banks under General Laws, Chapter 172,
Section 22(a).

ASSETS THOUSANDS OF DOLLARS

Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin............................... 1,665,142
Interest-bearing balances........................................................ 8,193,292
Securities............................................................................ 10,238,113
Federal funds sold and securities purchased under agreements to resell
in domestic offices of the bank and of its Edge subsidiary....................... 5,863,144
Loans and lease financing receivables:
Loans and leases, net of unearned income........................ 4,936,454
Allowance for loan and lease losses............................. 70,307
Loans and leases, net of unearned income and allowance........................... 4,866,147
Assets held in trading accounts....................................................... 957,478
Premises and fixed assets............................................................. 380,117
Other real estate owned............................................................... 884
Investments in unconsolidated subsidiaries............................................ 26,835
Customers' liability to this bank on acceptances outstanding.......................... 45,548
Intangible assets..................................................................... 158,080
Other assets.......................................................................... 1,066,957
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TOTAL ASSETS.......................................................................... 33,450,737
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LIABILITIES
Deposits:
In domestic offices.............................................................. 8,270,845
Noninterest-bearing......................................... 6,318,360
Interest-bearing............................................ 1,952,485
In foreign offices and Edge subsidiary........................................... 12,760,086
Noninterest-bearing......................................... 53,052
Interest-bearing............................................ 12,707,034
Federal funds purchased and securities sold under agreements to
repurchase in domestic offices of the bank and of its Edge subsidiary............ 8,216,641
Demand notes issued to the U.S. Treasury and Trading Liabilities...................... 926,821
Other borrowed money.................................................................. 671,164
Subordinated notes and debentures..................................................... 0
Bank's liability on acceptances executed and outstanding.............................. 46,137
Other liabilities..................................................................... 745,529
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TOTAL LIABILITIES..................................................................... 31,637,223
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EQUITY CAPITAL
Perpetual preferred stock and related surplus......................................... 0
Common Stock.......................................................................... 29,931
Surplus............................................................................... 360,717
Undivided profits and capital reserves/Net unrealized holding gains (losses).......... 1,426,881
Cumulative foreign currency translation adjustments................................... (4,015)
TOTAL EQUITY CAPITAL.................................................................. 1,813,514
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TOTAL LIABILITIES AND EQUITY CAPITAL.................................................. 33,450,737
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I, Rex S. Schuette, Senior Vice President and Comptroller of the above-named
bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.

Rex S. Schuette

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

David A. Spina
Marshall N. Carter
Charles F. Kaye