8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A (Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 11, 2005

SPARTAN STORES, INC.
(Exact name of registrant as
specified in its charter)

Michigan
(State or other jurisdiction
of incorporation) 000-31127
(Commission
File Number) 38-0593940
(IRS Employer
Identification no.)

850 76^th Street, S.W.
P.O. Box 8700
Grand Rapids, Michigan
(Address of principal executive offices)
49518-8700
(Zip Code)

Registrant's telephone number,
including area code:  (616) 878-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Item 1.01 Entry Into a Definitive Material Agreement.

(a)          Executive Compensation.

          On May 11, 2005, the Board of Directors of Spartan Stores, Inc. (the "Company") reviewed and approved the performance criteria and structure upon which bonuses may be awarded for the fiscal year ending March 25, 2006 ("fiscal 2006"). The bonuses are conditioned upon the achievement by the Company of specified consolidated net earnings for fiscal 2006.

          For each participant, a target bonus goal (the "target bonus"), expressed as a percentage of the participant's base salary, was established by the Board of Directors to be paid to the participant if specified levels of consolidated net earnings were achieved. Depending on the actual performance attained for fiscal 2006, participants may receive bonuses, if any, from 50% to 160% of the target bonus. The Company must meet its threshold consolidated net earnings level for any target bonuses to be paid out. Target bonuses will be calculated according to the following matrix:

	Percentage of Targeted Consolidated Net Earnings Achieved for Fiscal 2006	Percent of Target Bonus Paid
Threshold	90%	50%
	95%	75%
Target	100%	100%
	110%	130%
Maximum	120%	160%

          Any target bonus paid to the Chief Executive Officer is expected to be paid under an Annual Executive Incentive Plan of 2005. The Annual Executive Incentive Plan of 2005 has been approved by the Company's Board of Directors, subject to shareholder approval. It provides, among other things, for the payment to selected officers bonuses intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code.  If the Annual Executive Incentive Plan of 2005 is not approved by the shareholders, no target bonus will be paid under the plan. Any target bonuses paid to the other executive officers are expected to be paid under the Company's existing Annual Incentive Plan. If the Annual Executive Incentive Plan of 2005 is not approved by shareholders, any target bonus of the Chief Executive Officer would likely be paid under the Company's existing Annual Incentive Plan.

          The Company has previously entered into Employment Agreements with the Chief Executive Officer and the four other executive officers that are described in the Company's annual proxy statement (the "Named Executives"). On May 11, 2005, as contemplated by the employment agreements, the Board of Directors of the Company approved the following annual base salaries for the Chief Executive Officer and the Named Executives for fiscal 2006 which will be effective on July 1, 2005:

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Craig C. Sturken	$618,000
David M. Staples	324,450
Dennis Eidson	324,450
Theodore C. Adornato	236,900
Mark C. Eriks	231,750

(b)          Restricted Stock Awards and Stock Option Grants to Officers.

          On May 11, 2005, the Board of Directors of the Company approved stock option grants and restricted stock awards to certain key employees under the Company's 2001 Stock Incentive Plan, including the following grants and awards to the Chief Executive Officer and the Named Executives:

	Number of Restricted Shares Granted	Number of Options Granted
Craig C. Sturken	56,250	18,750
David M. Staples	18,750	6,250
Dennis Eidson	18,750	6,250
Theodore C. Adornato	13,125	4,375
Mark C. Eriks	13,125	4,375

          The 2001 Stock Incentive Plan permits the Company to grant options to participants pursuant to Stock Option Agreements and permits the Company to award restricted stock to participants pursuant to Restricted Stock Agreements, subject to the terms and conditions of the 2001 Stock Incentive Plan. A form of Stock Option Grant and a form of Restricted Stock Award for Named Executives are attached hereto as Exhibits 10.1 and 10.2 and are incorporated by reference into this Item 1.01(b).

(c)          Restricted Stock Awards to Outside Directors.

          On May 11, 2005, the Board of Directors of the Company approved the award of 1,739 shares of restricted stock to each outside director under the Company's 2001 Stock Incentive Plan, which award is part of the Company's annual compensation program for directors. A form of Restricted Stock Award for outside directors is attached hereto as Exhibit 10.3 and is incorporated by reference into this Item 1.01(c).

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Item 9.01 Financial Statements and Exhibits.

(c) Exhibits:

10.1	Form of Stock Option Grant to Officers.
10.2	Form of Restricted Stock Award to Officers.
10.3	Form of Restricted Stock Award to Outside Directors.

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SIGNATURES

                    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:  May 24, 2005	SPARTAN STORES, INC.
	By	/s/ David M. Staples
		David M. Staples Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Document
10.1	Form of Stock Option Grant to Officers.
10.2	Form of Restricted Stock Award to Officers.
10.3	Form of Restricted Stock Award to Outside Directors.

EX-10.1

Exhibit 10.1

Option No.:  NQ-______________________	Grantee:  _____________________
Grant Date:  May 11, 2005	Date First Exercisable:  May 11, 2006
Expiration Date:  May 11, 2015	Number of Shares:  ______________
Exercise Price Per Share:  $11.50

Dear ______________:

Re: Stock Option Grant

                    I am pleased to inform you that Spartan has granted to you under the Spartan Stores, Inc. 2001 Stock Incentive Plan the option to purchase the shares of Spartan's Common Stock described above. By accepting this grant, you agree that the stock options and shares to be issued upon exercise are subject to the terms and conditions of this letter and the Plan (which are incorporated into this letter by reference). If there is any conflict between the terms of the Plan and this letter, the terms of the Plan will control.

                    NQSO Grant. Spartan grants to you an option to purchase shares of Spartan Common Stock, as set forth above. This option is a non-qualified option and is not an incentive stock option as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended.

                    Term and Vesting. Your right to exercise this option according to its terms shall commence on the "Date First Exercisable" shown above and shall terminate on the "Expiration Date" shown above, unless earlier terminated under the Plan. Your right to exercise this option shall vest over a four-year period as follows: twenty-five percent (25%) of the shares optioned under this grant shall vest on the "Date First Exercisable", and twenty-five percent (25%) of the shares shall vest on each of the first, second and third anniversaries of the "Date First Exercisable," in each case rounded to the nearest whole number of shares.

                    Purchase Price; Payment. The price of the shares of Common Stock to be purchased upon exercise of this option shall be the "Exercise Price Per Share" set forth above, subject to adjustment as provided in the Plan. Unless the Committee (as defined in the Plan) allows other methods of payment, you shall pay the exercise price in cash. If you are permitted to make payment in the form of Mature Shares (as defined in the Plan), the shares shall be valued at their Market Value (as determined under the Plan) at the time of delivery to Spartan.

                    Exercise of Option. You may exercise the vested and exercisable portion of this option, in whole or in part, by an executed notice of exercise, which shall be effective upon receipt by Spartan's Benefits Manager or his or her designee or successor at Spartan's main office, accompanied by full payment (as set forth above) of the option price. The notice shall set forth the number of shares to be purchased and shall indicate your instructions with respect to a reasonable time and place for delivery of certificates for the shares. Upon payment of the purchase price and any required withholding amount, Spartan will deliver a certificate or

certificates for such shares; provided, however, that delivery may be postponed for such period as may be required for Spartan with reasonable diligence to comply with any registration requirements under any securities laws or any other laws or regulations applicable to the issuance, listing or transfer of such shares, or any agreements or rules of the Nasdaq Stock Market. If you fail to accept delivery of and pay for all or any of the shares specified in the notice upon tender or delivery of the shares, your right to exercise the option with respect to such undelivered shares will terminate. However, your remaining options not yet exercised or terminated shall continue in force.

                    Termination of Employment or Competition. This option shall terminate at the times provided in the Plan after your death, disability, retirement or the termination of your employment with Spartan or its subsidiaries, or if you enter into Competition (as defined in the Plan) with Spartan.

                    Non-transferability of Option. This option or any rights therein shall not be sold, exchanged, assigned, or otherwise transferred or pledged or otherwise encumbered in whole or in part, except by will or the laws of descent or distribution, and is exercisable during your lifetime only by you or your guardian or legal representative. If any sale, exchange, assignment, transfer, pledge or encumbrance of this option or any rights therein shall be made or attempted, or if any attachment, execution, garnishment or lien shall be issued against or placed upon this option, this option shall be void and of no further effect.

                    Certifications. You represent and warrant that (1) you are acquiring this option for your own account and investment and without any intent to distribute any shares upon exercise of the option and (2) you have been furnished and have read the most recent Annual Report to Shareholders of Spartan and the Plan Description relating to the Plan. You shall not resell or distribute the shares received upon exercise of the option except in compliance with such conditions as Spartan may reasonably specify to ensure compliance with federal and state securities laws.

                    Binding Effect; Amendment. This letter agreement and the Plan shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, successors and permitted assigns. This letter agreement shall not be modified except in a writing executed by you and Spartan.

Very truly yours,

Craig C. Sturken

Chairman, President & CEO

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EX-10.2

Exhibit 10.2

Grantee:  ___________________________	Grant Date:  May 11, 2005
Number of Shares:  __________

Dear ___________________:

Re: Restricted Stock Award

                    I am pleased to inform you that Spartan has granted to you the number of restricted shares of Spartan's Common Stock described above under the Spartan Stores, Inc. 2001 Stock Incentive Plan. By accepting this grant, you agree that the restricted stock is subject to the terms and conditions of this letter and the Plan (which are incorporated into this letter by reference). If there is any conflict between the terms of the Plan and this letter, the terms of the Plan will control.

                    Restricted Stock Grant. Spartan grants to you the number of shares of Spartan Common Stock set forth above, all of which are subject to restrictions imposed under this letter and the Plan (the "Restricted Shares").

                    Transferability. Until the restrictions lapse as set forth below, the Plan provides that the Restricted Shares are generally not transferable by you except by will or according to the laws of descent and distribution, and further provides that all rights with respect to the Restricted Shares are exercisable during your lifetime only by you, your guardian, or your legal representative.

                    Lapsing of Restrictions. Except as otherwise provided in this letter, the restrictions imposed on the Restricted Shares shall lapse as follows: (1) restrictions on 20% (rounded to the nearest whole share) of the Restricted Shares shall lapse one year from the date of this letter; (2) restrictions on an additional 20% (rounded to the nearest whole share) of the Restricted Shares shall lapse two years from the date of this letter; (3) restrictions on an additional 20% (rounded to the nearest whole share) of the Restricted Shares shall lapse three years from the date of this letter; (4) restrictions on an additional 20% (rounded to the nearest whole share) of the Restricted Shares shall lapse four years from the date of this letter; and (5) restrictions on the remaining 20% of the Restricted Shares shall lapse five years from the date of this letter. The periods during which Restricted Shares are subject t o restrictions imposed by the Plan and under this letter are referred to in this letter as "Restricted Periods."

                    Termination of Employment. The forfeiture, vesting or lapsing, as the case may be, of the Restricted Shares shall occur at the times provided in the Plan after your death, retirement or disability, or the termination of your employment with Spartan or its subsidiaries, or if you enter into Competition (as defined in the Plan) with Spartan.

                    Shareholder Rights. During the Restricted Period(s), you shall have all voting, dividend, liquidation, and other rights with respect to the Restricted Shares held of record by you

as if you held unrestricted Common Stock; provided, however, that the unvested portion of any Restricted Shares award shall be subject to any restrictions on transferability or risks of forfeiture imposed pursuant to this letter or the Plan. Any noncash dividends or distributions paid with respect to unvested Restricted Shares shall be subject to the same restrictions as those relating to the Restricted Shares awarded under this letter agreement. After the restrictions applicable to the Restricted Shares lapse, you shall have all shareholder rights, including the right to transfer the shares, subject to such conditions as Spartan may reasonably specify to ensure compliance with federal and state securities laws.

                    Certifications. You represent and warrant that you are acquiring the Restricted Shares for your own account and investment and without any intent to resell or distribute the Restricted Shares. You shall not resell or distribute the Restricted Shares after any Restricted Period except in compliance with such conditions as Spartan may reasonably specify to ensure compliance with federal and state securities laws.

                    Binding Effect; Amendment. This letter agreement and the Plan shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, successors and permitted assigns. This letter agreement shall not be modified except in a writing executed by you and Spartan.

Very truly yours,

Craig C. Sturken

Chairman, President & CEO

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EX-10.3

Exhibit 10.3

Grantee:  ___________________________	Grant Date:  May 11, 2005
Number of Shares:  __________

Dear Member of the Board of Directors:

Re: Restricted Stock Award

                    I am pleased to inform you that Spartan has granted to you the number of restricted shares of Spartan's Common Stock described above under the Spartan Stores, Inc. 2001 Stock Incentive Plan. By accepting this grant, you agree that the restricted stock is subject to the terms and conditions of this letter and the Plan (which are incorporated into this letter by reference). If there is any conflict between the terms of the Plan and this letter, the terms of the Plan will control.

                    Restricted Stock Grant. Spartan grants to you the number of shares of Spartan Common Stock set forth above, all of which are subject to restrictions imposed under this letter and the Plan (the "Restricted Shares").

                    Transferability. Until the restrictions lapse as set forth below, the Plan provides that the Restricted Shares are generally not transferable by you except by will or according to the laws of descent and distribution, and further provides that all rights with respect to the Restricted Shares are exercisable during your lifetime only by you, your guardian, or your legal representative.

                    Lapsing of Restrictions. Except as otherwise provided in this letter, the restrictions imposed on the Restricted Shares shall lapse on the earlier of (i) your retirement as a director of Spartan, (ii) your death or Disability, or (iii) May 11, 2008. For purposes of this letter, you would be deemed to be "disabled" if, by reason of accident, physical illness or mental illness, you were unable to fulfill your normal responsibilities as a director of Spartan for a continuous period of six months. If you are removed as a director, the restrictions imposed on the Restricted Shares will not lapse and you shall have no further rights to the Restricted Shares. The lapsing of the restrictions imposed on the Restricted Shares shall occur at the times provided in the Plan if you enter into Competition (as defined in the Plan) with Spartan. The period during which Restricted Shares are subject to restriction s imposed by the Plan and under this letter are referred to in this letter as "Restricted Periods."

                    Shareholder Rights. During the Restricted Period(s), you shall have all voting, dividend, liquidation, and other rights with respect to the Restricted Shares held of record by you as if you held unrestricted Common Stock; provided, however, that the unvested portion of any Restricted Shares award shall be subject to any restrictions on transferability or risks of forfeiture imposed pursuant to this letter or the Plan. Any noncash dividends or distributions paid with respect to unvested Restricted Shares shall be subject to the same restrictions as those relating to the Restricted Shares awarded under this letter agreement. After the restrictions applicable to the Restricted Shares lapse, you shall have all shareholder rights, including the right to transfer the

shares, subject to such conditions as Spartan may reasonably specify to ensure compliance with federal and state securities laws.

                    Certifications. You represent and warrant that you are acquiring the Restricted Shares for your own account and investment and without any intent to resell or distribute the Restricted Shares. You shall not resell or distribute the Restricted Shares after any Restricted Period except in compliance with such conditions as Spartan may reasonably specify to ensure compliance with federal and state securities laws.

                    Binding Effect; Amendment. This letter agreement and the Plan shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, successors and permitted assigns. This letter agreement shall not be modified except in a writing executed by you and Spartan.

Very truly yours,

Craig C. Sturken

Chairman, President & CEO

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