8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): June 03, 2005 (June 02, 2005)

SPECTRX, INC.(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation) 0-22179
(Commission File Numbers) 58-2029543
(I.R.S. Employer Identification Nos.)

4955 Avalon Ridge Pkwy, Suite 300
Norcross, Georgia
(Address of Principal Executive Offices) 30071
(Zip Code)

Registrants' Telephone Number, Including Area Code:     (770) 242-8723

(Former Name or Former Address, if Changed Since Last Report)

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 :

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

TABLE OF CONTENTS

	Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
	Item 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
	Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT INDEX
SIGNATURES

Item 1.01.          Entry Into a Material Definitive Agreement.

On February 17, 2005 the board of directors of SpectRx Inc's (the "Company") approved the amendment of the company's 1995 stock plan as amended( the "Stock plan"), subject to stockholders approval.

At its annual meeting on June 02, 2005, the company's stockholders approved the 2005 amendment to the stock plan. The amendment to the stock plan is furnished as Exhibit 99.1 hereto and which information is incorporated herein by reference.

Item 5.02.          Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

At its annual meeting on June 02, 2005, the company's stockholders elected William D Arthur, III to the board of directors for a one year term. Mr. Arthur is the company's President and Chief Operating Officer. In conjunction with this election, three of its directors had departed from the board of directors Keith D. Ignotz, Charles G. Hadley and Earl R. Lewis.

Item 9.01.         Financial Statements and Exhibits.

                    (c)      Exhibits.

     The following exhibits are filed or furnished with this report:

Exhibit No.	Exhibit Description
99.1	2005 Amendment to the Spectrx, Inc. 1995 Stock Plan, as Amended

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.

	SPECTRX, INC.
	/s/ MARK A. SAMUELS
	By:	Mark A. Samuels
		CEO & CFO
Date: June 03, 2005.

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	2005 Amendment to the Spectrx, Inc. 1995 Stock Plan, as Amended

EX-99.1

Exhibit 99.1

2005 AMENDMENT TO THE SPECTRX, INC.
1995 STOCK PLAN, AS AMENDED

WHEREAS, the SpectRx, Inc. 1995 Stock Plan (the "Plan") was approved by the stockholders of SpectRx, Inc. on February 9, 1996;

WHEREAS, the board of directors of SpectRx finds that it is in the best interest of SpectRx and its stockholders to amend the Plan to extend the term and to increase the number of shares available by 1,000,000; and

WHEREAS, the board has approved the amendment in accordance with the provisions of section 15 of the Plan, subject to approval by the stockholders of SpectRx at the 2005 annual meeting of stockholders;

NOW THEREFORE, the Plan is hereby amended, effective as of February 17, 2005, subject to approval of the stockholders of SpectRx, as follows:

1. The first paragraph of section 3 of the Plan is amended to read as follows:

"3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of shares, which may be subject to option and sold under the Plan is 2,428,572 shares. The shares may be authorized but unissued, or reacquired common stock."

2. Section 7 of the Plan is amended to read as follows:

"7. Term of the Plan. The Plan shall remain effective for ten (10) years following adoption of this 2005 amendment to the Plan by the Board of Directors, subject to approval by the stockholders of the company within one year unless sooner terminated under Section 15 of the Plan."

3. Except as amended by amendment, the Plan shall remain in full force and effect.

Executed in Norcross, Georgia as of February 17, 2005

SPECTRX, INC.

By:  /s/ William D. Arthur, III

President, COO & Secretary