INGLES MARKETS INC
SC 13G/A, 1997-05-09
GROCERY STORES
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<PAGE>
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                       
                                       
                                       
                                 SCHEDULE 13G
                                       
                                       
                                       
                   Under the Securities Exchange Act of 1934
                                       
                              (Amendment No. 1)*
                                       
                                       
                             Ingles Markets, Inc.
- -------------------------------------------------------------------------------
                               (Name of Issuer)
                                       
                             Common Stock Class A
- -------------------------------------------------------------------------------
                        (Title of Class of Securities)
                                       
                                  457030-10-4
                    --------------------------------------
                                (CUSIP Number)
                                       


*The  remainder of this cover page shall be filled out for a reporting person's
initial  filing  on this form with respect to the subject class of  securities,
and  for any subsequent amendment containing information which would alter  the
disclosures provided in a prior cover page.

The  information  required in the remainder of this cover  page  shall  not  be
deemed  to be "filed" for the purpose of Section 18 of the Securities  Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section  of
the  Act but shall be subject to all other provisions of the Act (however,  see
the Notes).


<PAGE>
CUSIP No. 457030-10-4                 Page 2 of 5 Pages
                         13G

1    NAME OF REPORTING PERSON
     S.S OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
     
          Founders Asset Management, Inc.
          84-0205848

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     
                                                  (a)  [ ]

                                                  (b)  [ ]

3    SEC USE ONLY
     
     
4    CITIZENSHIP OR PLACE OF ORGANIZATION
     
          State of Delaware

                         5    SOLE VOTING POWER
NUMBER OF SHARES                   800,300
BENEFICIALLY OWNED
BY EACH REPORTING        6    SHARED VOTING POWER
PERSON WITH                        None

                         7    SOLE DISPOSITIVE POWER
                                   800,300

                         8    SHARED DISPOSITIVE POWER
                                   None

9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          800,300

10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
     
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
          9.0%

12   TYPE OF REPORTING PERSON*
          I.A.

         *SEE INSTRUCTION BEFORE FILLING OUT
<PAGE>
Schedule 13G                          Page 3 of 5 Pages


Item 1 (a)     Name of Issuer:
          
               Ingles Markets, Inc.

Item 1 (b)     Address of Issuer's Principal Executive Offices:
          
               P.O. Box 6676
               Asheville, NC  28816

Item 2 (a)     Name of Person filing:
          
               Founders Asset Management, Inc.

Item 2 (b)     Address of Principal Office:
          
               2930 E. Third Ave.
               Denver, CO  80206

Item 2 (c)     Citizenship:
          
               State of Delaware

Item 2 (d)     Title of Class of Securities:
          
               Common Stock Class A

Item 2 (e)     Cusip Number:   457030-10-4
          
          
Item 3    If this statement is filed pursuant to Rules 13d-1(b)
          or 13d-2(b), check whether the person filing is a:
          
(a)       ( )  Broker or Dealer registered under Section 15 of the Act.
(b)       ( )  Bank as defined in Section 3(a)(6) of the Act.
(c)       ( )  Insurance Company as defined in Sec. 3(a)(19) of the Act.
(d)       ( )  Investment Company registered under Section 8 of the Investment
               Company Act.
(e)       (X)  Investment Adviser registered under Section 203 of the
               Investment Advisers Act of 1940.
(f)       ( )  Employee Benefit Plan, Pension Fund which is subject to
               provisions of Employee Retirement Income Security Act of
               1974 or Endowment Fund; see Sec. 240.13d-1(b)(1)(ii)(F).
(g)       ( )  Parent Holding Company in accordance with Section
               240.13d-1(b)(ii)(G).  (Note:  see Item 7)
(h)       ( )  Group, in accordance with Section 240.13d-1(b)(1)(ii)(H).
<PAGE>
Schedule 13G                          Page 4 of 5 Pages


Item 4    Ownership:

          For Founders Asset Management, Inc. ("FAMI"), the following sets
          forth the amount of shares beneficially owned, the percent of class
          owned as of April 30, 1997, the number of shares to which it has the
          sole power and the shared power to vote or to direct the vote of the
          shares, and the number of shares to which it has the sole power and
          the shared power to dispose or to direct the disposition of the
          shares:
          
          (1)  Amount Beneficially Owned:  800,300
          
          (2)  Percent of Class:  9.0%
          
          (3)  Number of shares as to which Founders Asset Management, Inc. has:
          
          (a)  sole power to vote or to direct the vote:  800,300
          
          (b)  shared power to vote or to direct the vote:  None
          
          (c)  sole power to dispose or to direct the disposition of:  800,300
          
          (d)  shared power to dispose or to direct the disposition of:  None
          
Item 5    Ownership of five percent or less of a class.

          Not Applicable
          
Item 6    Ownership of more than five percent on behalf of another person.
          
          All shares are owned for the benefit of third parties (private
          accounts and/or investment companies managed by the undersigned),
          which are entitled to the receipt of dividends and proceeds from the
          sale of such securities.  No such individual third party is entitled
          to receive such dividends and proceeds with respect to more than five
          percent of such securities other than Founders Balanced Fund, a
          registered investment company, which is entitled to receive such
          dividends and proceeds with respect to 570,925 shares (6.5% of the
          class) as of April 30, 1997.
          
Item 7    Identification and classification of the subsidiaries which acquired
          the security being reported on by the Parent Holding Company:
          
          Not applicable.
          
Item 8    Identification and Classification of Members of a Group.

          Not applicable.

Item 9    Notice of Dissolution of Group.

          Not applicable.

<PAGE>
Schedule 13G                          Page 5 of 5 Pages


Item 10   Certification:
          
          By signing below, I certify that, to the best of my knowledge and
          belief, the securities referred to above were acquired in the
          ordinary course of business and were not acquired for the purpose of
          and do not have the effect of changing or influencing the control of
          the issuer of such securities and were not acquired in connection
          with or as a participant in any transaction having such purposes or
          effect.
          
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


May 9, 1997
- ---------------------------------
Date


/s/ Jonathan F. Zeschin
- ------------------------------------------
Jonathan F. Zeschin, President
Founders Asset Management, Inc.





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