As filed with the Securities and Exchange Commission on January 12,February 5, 2001

Registration No. 333-________
333-53672

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_______________

FORM S-3S-3/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(PRE-EFFECTIVE AMENDMENT NO. 1)

_______________

Spartan Stores, Inc.
(Exact Name of Registrant as Specified in its Charter)

          Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

          If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]

          If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]

          If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]_______________

         If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]_______________

         If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

______________

CALCULATION OF REGISTRATION FEE

         THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTIONThe registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) OF THE SECURITIES ACT OFof the Securities Act of 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTIONor until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), MAY DETERMINE.may determine.

[SPARTAN STORES LOGO]

PROSPECTUS

$100,000,000
SPARTAN STORES, INC.
Debt Securities

         SPARTAN STORES, INC.Spartan Stores, Inc. may from time to time offer and sell up to $100,000,000 of its debt securities ("Debt Securities"), in separate series, and in amounts, at prices and on terms to be determined at the time of sale and to be set forth in supplements to this Prospectus (each, a "Prospectus Supplement"). The Debt Securitiesprospectus. We will be sold directly by Spartan Stores. Spartan Stores hassell the debt securities directly. We have not engaged any underwriter or broker-dealer to assist itus in this offering.

          The specific terms and conditions of the Debt Securitiesdebt securities will be set forth in a Prospectus Supplement.prospectus supplement. These terms include but are not limited to, designations, priority, subordination, aggregate principal amount, maturity,designations; interest rate (which may be fixed or variable) and time of paymenttimes of interest if any,payments; terms for redemption, if any, at theour option of Spartan Stores or the holder,holder's option; the initial public offering price if any, of the Debt Securities,debt securities; priority; subordination; aggregate principal amount; maturity; and various other matters. You should carefully read the Prospectus Supplementprospectus supplement for the specific terms of the Debt Securitiesdebt securities being offered to you.

          It isWe do not expectedexpect that any trading market for the Debt Securitiesdebt securities will develop.

         You should carefully review the "Risk Factors" beginning on page 4.3.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES
OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

This Prospectusprospectus may not be used to complete sales of Debt Securitiesdebt securities unless it is accompanied
by a Prospectus Supplement.prospectus supplement.

The date of this Prospectusprospectus is February ____, 2001.

PROSPECTUS SUMMARY

         The followingYou should read this summary is qualified in its entirety bytogether with the more detailed information and financial statements appearing elsewhere in this Prospectusprospectus and in the accompanying Prospectus Supplement.prospectus supplement.

About this Prospectus

          This Prospectusprospectus is part of a registration statement that Spartan Storeswe have filed with the Securities and Exchange Commission utilizingusing the "shelf" registration process. Under the shelf registration process, Spartan Storeswe may sell the Debt Securitiesdebt securities described in this Prospectusprospectus in one or moremultiple offerings.

          This Prospectusprospectus provides you with a general description of the Debt Securities Spartan Storesdebt securities we may offer. Each time Spartan Stores sells Debt Securities, Spartan Storeswe sell debt securities, we will provide a Prospectus Supplementprospectus supplement that will contain specific information about the terms of the offered Debt Securities.those debt securities. The Prospectus Supplementprospectus supplement may also add to, or update or change information contained in this Prospectus.prospectus. You should read both this Prospectusprospectus and any Prospectus Supplementprospectus supplement together with the additional information described below under "WHERE YOU CAN FIND MORE INFORMATION."INCORPORATION OF DOCUMENTS BY REFERENCE."

Spartan Stores (see page 7)

          Operating retail groceryWe own and operate 93 supermarkets and 25 deep discount food\drug combination stores in Michigan and Ohio, and distributing grocery and related products to independently owned grocery stores throughout the Midwest, Spartan Stores is a premier regional food retailer and distributor based in Grand Rapids, Michigan. Spartan Stores operates its corporate owned grocery stores under the banners of Food Town,including Ashcraft's Markets, Family Fare Supermarkets, Food Town, Glen's Markets, Great Day Food Centers and Great Day. Spartan StoresThe Pharm stores. We also operates deep discount drugstores under the name The Pharm.

          Spartan Stores also operates distribution centersdistribute more than 40,000 private-label and warehouses in Michigan and Ohio from which it supplies a comprehensive selection of national brand and private label grocery and related products to retailmore than 350 independent grocery stores. Spartan Stores also distributes assorted products to convenience stores and other retail locations in several states and provides real estate services in connection with both its retail andserve as a wholesale business operations.

          Spartan Stores'distributor to 9,600 convenience stores.Our principal offices are located at 850 76th Street, S.W., P.O. Box 8700, Grand Rapids, Michigan 49518. ItsOur telephone number is (616) 878-2000.

The Offering

RISK FACTORS

          In addition to general risks of investments and economic conditions, you should carefully consider the following factors before purchasing any Debt Securities.of our debt securities.

This Prospectus contains forward-lookingOur actual results may differ from our forward looking statements

          This Prospectus and the Prospectus Supplement delivered with this Prospectus, as well as documents incorporated by reference into this Prospectus, includeWe sometimes make "forward-looking statements" about Spartan Stores'our strategies, objectives, goals, expectations or projections. You can identify forward-looking statements by words or phrases indicating that Spartan Storeswe " expect," "anticipate," "project," "plan" or its management "expects," "anticipates," "projects," " plans" or "believes""believe" that a particular event "may result" or "will likely result" or that a particular event "may occur" or "will likely occur" in the future, or similar expressions. These forward-looking statements are found at various places throughout this Prospectus,prospectus, the Prospectus Supplementprospectus supplement delivered with this Prospectusprospectus and the other documents incorporated hereinin this prospectus by reference, including Spartan Stores'our Annual Report on Form 10-K filed for the most recent fiscal year ended March 25, 2000, and itsour Quarterly Reports on Form 10-Q filed during theour current fiscal year. You should not place undue reliance on theseour forward-looking statements, which speak only as of the dates on which they were made. In addition to other risks and uncertainties described in this Prospectus,prospectus, there are many important factors that could cause actual results to be materially different from Spartan Stores' currentour expectations.

          AnticipatedOur anticipated future sales are subject to competitive pressures from many sources. Spartan Stores'Our grocery store and convenience store retail and distribution businesses compete with many warehouse discount stores, supermarkets, pharmacies and product manufacturers. Competitive pressures in these and other business segments may result in unexpected reductions in sales volumes and product prices.

          OperatingOur operating and administrative expenses may be adversely affected by unexpected costs associated with, among other factors:

          Spartan Stores' futureOur interest expense and income also may differ from currentour expectations, depending uponon the following, among other factors:

          Spartan Stores intendsWe intend this section to provide meaningful cautionary statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. This section should not be construed asconsidered a complete list of all economic, competitive, governmental and technological factors that could adversely affect Spartan Stores'our expected consolidated financial position, results of operations or liquidity. Spartan Stores disclaimsWe disclaim any obligation to update itsour forward-looking statements to reflect events or circumstances that occur after the date of this document.the statements are made.

The operation ofOperating retail stores is a new line of business for Spartan Storesus and is significantly different from our historical focus on grocery distribution

          Historically, Spartan Stores haswe have focused primarily on the distribution of groceries and merchandise and the delivery of related services to independently owned retail grocery stores and convenience stores. However, in January 1999, Spartan Storeswe began acquiring retail grocery stores. As of JanuaryFebruary 2001, Spartan Storeswe owned and operated 93 retail grocery stores and 2625 deep discount drug stores in Michigan and Ohio. Spartan Stores plansWe plan to acquire additional retail stores. There are important differences between operating a distribution business and a retail business involving multiple locations. Spartan StoresWe cannot assure you that itwe will be able to operate successfullysuccessful in this line of business or even that itsour operation of retail grocery stores will not result in significant losses.

Spartan StoresWe may not be successful in the integration of its acquiredthe retail stores that we acquire

          All of Spartan Stores'our retail grocery stores and deep discount drug stores have been acquired since January 1999. The success of Spartan Stores'our retail store acquisitions will depend in part on whether Spartan Stores obtainswe obtain the business synergies and related cost savings that itwe anticipated in connection with these transactions and any future acquisitions.

          Spartan StoresWe may encounter problems associated with the assimilationintegration of these retail business operations that could adversely affect itsour results of operations or financial condition. Some of the problems that may arise include:

          Spartan StoresWe cannot predict the full range of integration problems that we may occur.experience.

The linesWe operate in an extremely competitive industry and many of business in which Spartan Stores operatesour competitors are extremely competitivemuch larger than we are

          The grocery, pharmacy and convenience store industries are characterized by intense competitionintensely competitive and have low profit margins. Spartan Stores'Our retail business competes with national and regional supermarkets and pharmacy chains, independent and specialty grocers, drug stores, convenience stores, warehouse club stores, deep discount drug stores, supercenters, mass merchandisers, wholesale membership clubs, shop-at-home services, restaurants and fast food businesses. In addition, Spartan Stores'our distribution business competes with a number ofmany grocery and convenience store wholesalers and with a number ofmany other businesses that market their products directly to food retailers. These competitors include companies that have greater assets and larger sales volume than Spartan Stores.

          Accordingly, Spartan Stores does and will face significant competition fromboth existing and new participants in the retail and wholesale grocery, pharmacy and convenience store industries. Many companies that we compete with have greater assets and larger sales volume than we do. As a result, they may be able to more effectively compete than we are.

This competition may result in reduced profit margins and other adverse effects on Spartan Stores, itsour company-owned retail grocery stores and drug stores and the independent retail grocery stores and convenience stores supplied by Spartan Stores.that we supply. In addition, ongoing industry consolidation could result in the loss of customers that we currently supplied by Spartan Storessupply and could confront Spartan Stores'our retail operations with competition from larger and more well-capitalized chains in existing or new markets. Spartan StoresWe cannot assure you that itwe will be able to compete successfully in this environment.

Spartan Stores'Our indebtedness could affect itsour success

          As of December 2, 2000, Spartan Storeswe had total outstanding indebtedness of approximately $341.5 million, and had approximately $98 million available for additional borrowings under itsour credit facility.

          Spartan Stores'Our ability to meet itsour payment obligations on itsour debt, (includingincluding the Debt Securities)debt securities offered by this prospectus, and to meet itsour other obligations will depend upon itsour future performance. Our performance which will be affected by economic, financial, competitive and other factors beyond itsour control. Spartan Stores'Our debt service obligations may make it more difficult for Spartan Storesus to achieve profitability objectives or to pay dividends or other distributions to its shareholders. Furthermore, the payment of dividends and other distributions to shareholders is subject to certain restrictions under Spartan Stores' current credit facility.goals.

          Spartan StoresWe cannot assure you that itsour businesses will continue to generate cash flow at or above current levels or that forecasted levels will occur. If Spartan Storeswe can't meet itsour obligations and fund itsour operational requirements with its available resources, Spartan Storeswe may have to refinance all or a portion of itsour existing debt, sell assets or obtain additional financing. Spartan StoresWe cannot assure you that any such refinancing would be possible or that any such sales of assets or additional financing could be completed, or completed on terms favorable to Spartan Stores.that we consider favorable.

Subordinated Debt SecuritiesSome of the debt securities will be subordinated to Spartan Stores'our other indebtedness

          The Debt Securitiesdebt securities will be either "non-subordinated debt securities" or "subordinated debt securities." The prospectus supplement accompanying this prospectus specifies whether the debt securities being offered hereby may beto you are non-subordinated or subordinated to Spartan Stores' other indebtedness.debt securities. See "SUBORDINATED"ABOUT THE SUBORDINATED DEBT SECURITIES," beginning on page 19.17.

The Debt Securitiesdebt securities will be unsecurednot be secured by a lien on our assets

          The Debt Securitiesdebt securities will be direct, unsecured obligations of Spartan Stores and are not entitled to any payment or liquidation preference. Spartan Stores'Stores. In contrast, our indebtedness under itsour credit facility is secured by a lien on substantially all of Spartan Stores' assets. Neither of the Indentures under which Debt Securities will be issued (see "GENERAL DESCRIPTION OF DEBT SECURITIES") limits the amount ofour assets and we may incur additional indebtedness that Spartan Stores may incur.secured indebtedness. Unless otherwise specified in this Prospectusprospectus or in a Prospectus Supplement, Spartan Storesthe prospectus supplement, we may sell or encumber itsour assets without your consent. Because the consent of the holders of Debt Securities. Accordingly, in the event of a bankruptcy or receivership of Spartan Stores, Spartan Stores' assets may be insufficient to satisfy its outstanding Debt Securities. In addition, because the Debt Securitiesdebt securities are unsecured, holders of Debt Securitiesyou will have a lower priority to Spartan Stores'our assets than wouldour secured lenders in the event of a bankruptcy or receivership, of Spartan Stores, even if such Debt Securitiesthe debt securities are not specifically subordinated to Spartan Stores'our other indebtedness. If we go bankrupt or are subject to a receivership proceeding, our assets may be insufficient to repay our indebtedness to you under the debt securities.

The issuance of Spartan Storesour preferred stock could adversely affect the rights of Debt Securitiesdebt securities

          Spartan Stores is authorizedOur articles of incorporation authorize us to issue 10 million shares of preferred stock with whatever preferences, limitations and voting and other rights the Spartan Storesour board of directors may determine before issuance of the shares. The Spartan Storesdetermine. Our board, without theyour approval, of the holders of Debt Securities, could issue preferred stock with voting or conversion rights that could adversely affect your rights of holders of Debt Securities.under the debt securities.

Holders of Debt Securitiesdebt securities will have no control over Spartan Stores

          The holders of the Debt SecuritiesIf you purchase debt securities you will contribute capital to Spartan Stores, through the purchase of the Debt Securities, but will not be granted voting rights or other control over the affairs of Spartan Stores.

There likely will likely be no public trading market for the Debt Securitiesdebt securities

          Although the Debt Securitiesdebt securities have been registered under the federal Securities Act, there is currently no trading market for the Debt Securitiesdebt securities and it is unlikely that any suchtrading market will develop. Moreover, Spartan Stores doeswe do not intend to take any steps to facilitateencourage the development of a trading market for the Debt Securities.debt securities.

There is no minimum amount of Debt Securities that must be sold in this offering

          Spartan Stores has not established a minimum principal amount of Debt Securities that must be sold before making any sales. Spartan Stores cannot assure you that it will sell any or all of the Debt Securities that are the subject of this offering.

INFORMATION ABOUT SPARTAN STORES

General

          Spartan Stores Inc. is a premier regional food retailer and distributor based in Grand Rapids, Michigan. Spartan Stores operates retail grocery stores in Michigan and Ohio under the bannersPart of Food Town, Ashcraft's Markets, Family Fare, Glen's Markets and Great Day. Spartan Stores also operates deep discount drugstores under the name The Pharm.

          Spartan Stores operates grocery distribution centers and warehouses in Michigan and Ohio from which it supplies a comprehensive selection of national brand and private label grocery and related products to retail grocery store customers. In addition to its retail food and grocery distribution businesses, Spartan Stores distributes assorted products to convenience stores and other retail locations in several states and provides real estate services in connection with both its retail and wholesale business operations.

          Spartan Stores'our business strategy includes growing itsis to grow our retail operations primarily through acquisitions while increasing efficiencies in itsour distribution operations. Spartan Stores looksWe look to expand itsour retail operations in the Midwest. Continued expansion of itsour retail grocery business will allow Spartan Storesus to more fully realize operational efficiencies throughout theour supply chain, and expand itsour geographic coverage and enhance itsour marketing and merchandising programs. These operational efficiencies will benefit both Spartan Stores-ownedour own retail grocery stores, as well as the independent food retailers supplied by Spartan Stores.that we supply.

          Spartan Stores operatesWe operate on a 52-53 week fiscal year, with the fiscal year ending on the last Saturday in March. Spartan Stores'Our principal executive offices are located at 850 76th Street, S.W., P.O. Box 8700, Grand Rapids, Michigan 49518. Spartan Stores'Our telephone number is (616) 878-2000.

Retail Grocery Business

          Spartan Stores operatesWe operate retail grocery stores throughout Michigan and Ohio. Spartan StoresWe have acquired these operations93 retail grocery stores and 25 deep discount drug stores in five separate transactions beginning in 1999 and continues1999. We continue to operate themour grocery stores under their original names of Food Town, Ashcraft's Markets, Family Fare, Glen's Markets and Great Day. We operate our deep discount drugstores under the name The Pharm.

          Spartan Stores'Our company-owned grocery stores typically offer dry grocery, produce, dairy products, meat, floral, seafood, health and beauty care, cosmetics, delicatessen and bakery goods. Spartan Stores'Our larger stores also typically offer pharmacy and banking facilities. In addition to nationally advertised products, the stores carry " Spartan"Spartan Stores" brand private label items and "Home Harvest," Spartan Stores'our "value" brand label. Spartan Stores shipsWe ship products from itsour main warehouse and distribution center in Grand Rapids, Michigan, and from warehouses in Plymouth, Michigan and Maumee, Ohio. Spartan StoresWe also operates an 18,000 square footoperate a bakery in Hudsonville, Michigan as part of itsour retail business.

Grocery Distribution Business

          Spartan Stores'We operate grocery distribution centers and warehouses in Michigan and Ohio from which we supply a comprehensive selection of national brand and private label grocery and related products to retail grocery store customers. Our grocery distribution business provides itsour wholesale customers and company-owned stores with a selection of approximately 40,000 items, including dry grocery, produce, dairy products, meat, frozen food, seafood, floral, general merchandise, tobacco, pharmacy and health and beauty care items. Spartan Stores supplies itsWe supply our customers with both nationally advertised products and

highly recognized "Spartan Stores" brand private label items. Spartan StoresWe also supplies itssupply our customers with "Home Harvest," Spartan Stores'our "value" brand label.

          Spartan StoresWe also provides itsprovide our wholesale customers with a broad spectrum ofmany additional services, including:

Convenience Store Distribution Business

          Spartan Stores'Our convenience store distribution business provides a selection of confections, tobacco products, specialty foods and other grocery products to convenience stores and other retail locations in Georgia, Michigan, Illinois, Indiana, Kentucky, Michigan, Ohio, Pennsylvania, Tennessee and West Virginia. Spartan StoresWe also operatesoperate cash and carry outlets in Michigan and Ohio serving convenience stores.

Competition

          Spartan Stores'Our retail grocery and distribution businesses are characterized byface intense competition and have low profit margins. The principalmain competitive factors in the retail industry that face Spartan Stores' ownedthe stores we own and the independent retail stores supplied by Spartan Storesthat we supply include the location and image of the store; the price, quality and variety of products; and the quality and consistency of service. The principalmain competitive factors facing Spartan Storesthat we face in the distribution industry are price, product quality and variety and service. Spartan Stores believesWe believe that both itselfwe and the customers it suppliesthat we supply are generally competitive in theirour respective markets.

          Spartan Stores' company-ownedThe grocery stores we own and the independent retail grocery stores supplied by Spartan Storesthat we supply all compete with other retail grocery stores and with several large chain stores that have integrated wholesale and retail operations, including Farmer Jack and Kroger stores. These stores also compete with mass merchandisers, such as Meijer, Inc; Wal*MartInc., Wal-Mart Stores, Inc. and Kmart Corporation,Corporation; limited assortment stores,stores; wholesale membership clubs, such as Sam's Club (a unit of Wal*MartWal-Mart Stores, Inc.) and Costco Companies, Inc.,; convenience stores,stores; shop-at-home services, restaurantsservices; restaurants; and fast food businesses. Spartan Stores'Our success is in large part dependent upon the ability of its company-ownedour stores and the other grocery stores it suppliesthat we supply to compete with the larger grocery store and convenience store chains. Some of these companies have greater assets and larger sales volume than Spartan Stores and itsour wholesale customers.

          Spartan Stores'Our grocery distribution business competes with a number of grocery wholesalers, including SUPERVALU, Inc., Fleming Companies, Inc., Roundy's, Inc. and Nash Finch Company. Spartan Stores'Our convenience store distribution business competes with a number of convenience store wholesalers, including EBY Brown Company, McLane Company, Inc. and S. Abraham and Sons, Inc. TheOur distribution business also competes with a number of other businesses that market their products directly to food retailers. Some of these companies have greater assets and larger sales volume than Spartan Stores.we do.

Grocery Distribution Customers

          Spartan Stores'Through our grocery distribution segment suppliesbusiness, we supply the retail stores owned by Spartan Storesthat we own and a diverse group of independent grocery store operators. Each grocery distribution customer enters into a customer agreement with Spartan Stores.us. In addition, Spartan Storeswe from time to time entersenter into loan agreements, leases, guarantees and other agreements under which some of itsour grocery distribution customers agree to purchase a minimum percentage of products from Spartan Storesus for the term of the agreement.

Suppliers

          Spartan Stores purchasesWe purchase products from a large number of national, regional and local suppliers of name brand and private label merchandise. Spartan Stores dependsWe depend on these suppliers for brand name products. However, Spartan Stores haswe have not encountered difficulty in procuring or maintaining an adequate level of products to serve itsour customers.

Regulation

          In addition to laws and regulations affecting businesses generally, Spartan Stores iswe are subject to federal, state and local laws and regulations covering the purchase, handling, sale and transportation of its products and isour products. We are also subject to the jurisdiction ofregulation by the federal Food and Drug Administration.

USE OF PROCEEDS

          Unless otherwise specified in an applicable Prospectus Supplement,a prospectus supplement, we plan to use the net proceeds to be received by Spartan Storesthat we receive from the sale of the Debt Securities offered hereby will be usedour debt securities for general corporate purposes.

RATIO OF EARNINGS TO FIXED CHARGES

          The following are the consolidated ratios of earnings to fixed charges for the 24-week period ended September 9, 2000 and for each of the fiscal years in the five-year period ended March 25, 2000.

__________________________          Our 1996 operations were affected by a restructuring charge of $46.4 million. Excluding this charge, the ratio would have been 2.05.

          For purposes of computing the ratio of earnings to fixed charges, "earnings" has been divided by fixed charges. "Earnings" consist of (1) pretax income/(loss) from continuing operations before adjustment for extraordinary items and (2) fixed charges.

          "Fixed charges" consist of (1) interest on short-term borrowings and long-term debt, (2) amortized expenses relating to indebtedness and (3) an estimate of interest within rental expense.

GENERAL DESCRIPTION OFABOUT THE DEBT SECURITIES

          The Debt Securitiesdebt securities will constitutebe either "Non-Subordinated Securitiesnon-subordinated debt securities" or "Subordinated Securitiessubordinated debt securities." of Spartan Stores. The Non-Subordinated Securitiesprospectus supplement accompanying this prospectus will specify whether the debt securities being offered to you are non-subordinated or subordinated debt securities.

          The non-subordinated debt securities will be issued under an Indentureindenture dated January 12, 2001 between Spartan Stores and Chase Manhattan Trust Company, National Association, andAssociation. Chase Manhattan will act as trustee for the Subordinated Securitiesholders of the non-subordinated debt securities, in accordance with the terms of the indenture. The subordinated debt securities will be issued under an indentureone or more indentures between Spartan Stores and a trustee to be determined, dated on or prior to the issuance of Subordinated Securities thereunder (respectively, the "Non-Subordinated Indenture" and the "Subordinated Indenture" and, collectively, the "Indentures").

          As used in this discussion, the term "Trustee" means, with respect to the Non-Subordinated Indenture, Chase Manhattan Trust Company, National Association, and, with respect to the Subordinated Indenture, the trustee chosen to act under the Subordinated Indenture. A copy of each of the Indentures has been filed as an exhibit to the Registration Statement of which this Prospectus forms a part. See "WHERE YOU CAN FIND MORE INFORMATION." Spartan Stores urges you to read the Indentureor trustees that is applicable to your Debt Securities because it defines your rights.we select before we issue any subordinated debt securities.

          The following summariesdescription sets forth some of certainthe general terms and provisions of all of the Indentures anddebt securities. The specific terms of the Debt Securities do not purportdebt securities offered to you will be complete and aredescribed in the prospectus supplement accompanying this prospectus.

          The following description is subject to, and areis qualified in theirits entirety by reference to, all the provisions of the Indentures, including the definitionsindentures. A copy of certain terms contained in the Indentures. Wherever particular sections or defined termseach of the Indentures are referred to, it is intended that such sections or definitions shall be incorporated into this discussion by reference. The following summaries set forth certain general terms and provisions of the Debt Securities to which any Prospectus Supplement may relate. The particular terms of the Debt Securities offered by any Prospectus Supplement and the extent, if any, to which such general provisions may applyindentures has been filed as an exhibit to the Debt Securities so offered will be described in"shelf" registration statement that we filed with the Prospectus Supplement relatingSEC. See "WHERE YOU CAN FIND MORE INFORMATION." We urge you to such offered Debt Securities. See "ABOUT THIS PROSPECTUS." Unless otherwise indicated, section references contained in these summaries referread the indenture that applies to both Indentures.

          The right of Spartan Stores, and hence the right of creditors and shareholders of Spartan Stores, including the holders of the Debt Securities, to participate in any distribution of assets of any subsidiary of Spartan Stores upon its liquidation, reorganization or otherwise is necessarily subject to the prior claims of creditors of the subsidiary, except to the extent that the claims of Spartan Stores itself as a creditor of the subsidiary may be recognized.your debt securities because it defines your rights.

General

          The Debt Securitiesdebt securities will be our direct, unsecured obligationsobligations. The non-subordinated debt securities will rank equally with all of Spartan Stores. Neither the Indentures nor the Debt Securities will limit or otherwise restrict the amounts of other indebtedness that may be incurred or other securities that Spartan Stores may issue. The Non-Subordinated Securities will rankpari passu with allour other unsecured and unsubordinated indebtedness of Spartan Stores.indebtedness. The Subordinated Securitiessubordinated debt securities will be subordinated to our senior indebtedness, as described below under "Subordinated Securities."ABOUT THE SUBORDINATED DEBT SECURITIES " beginning on page 17 and as further described in the prospectus supplement for any subordinated debt securities. We may limit the maximum number and principal amount of debt securities that may be subscribed for by any purchaser.

          PleaseYou should refer to the Prospectus Supplement relating to the particular series of Debt Securities offered therebyprospectus supplement included with this prospectus for the following terms, where applicable, of the offered Debt Securities in respect of which this Prospectus is being delivered:debt securities that we are offering to you:

If so provided in the applicable Prospectus Supplement, Debt Securities of a single series may be issued having different terms and provisions.

          The Indentures do not limit the aggregate principal amount of Debt Securities that may be issued thereunder or of any particular series of such Debt Securities and the Indentures provide that, in addition to the Debt Securities, additional Debt Securities may be issued thereunder from time to time in one or more series (see Section 301 of the Indentures).          Unless otherwise provided in a Prospectus Supplement,prospectus supplement, all Debt Securitiesof the debt securities issued under an Indenturea particular indenture will rank equally and ratably with any additional Debt Securitiesall of the other debt securities issued under that Indenture.

          Debt Securitiesindenture. The indentures do not limit the amounts of debt securities or other securities that we may be issued as "Original Issue Discount Securities" (bearing no interestissue in the future or interest atother indebtedness that we may incur. The covenants in the indentures do not necessarily protect you from a rate which atdecline in our credit rating. Our right, and thus your right under the time of issuance is below market rates)debt securities, to be sold at a discount below their face amount. In the event of an accelerationparticipate in any distribution of the maturityassets of any Original Issue Discount Security, the amount payableof our subsidiaries would be subject to the holder for such Original Issue Discount Security upon such acceleration will be determined in accordance with the applicable Prospectus Supplement, the termsprior claims of such Original Issue Discount Security and the applicable Indenture, but may be an amount less than the amount payable at the maturityother creditors of the principal of such Original Issue Discount Security. Special federal income tax and other considerations relating thereto will be described in the applicable Prospectus Supplement.

          The Indentures do not contain any terms which would afford protection to holders of Debt Securities issued thereunder in the event of a recapitalization, a change of control, a highly leveraged transaction or a restructuring involving Spartan Stores that results in a downgrade of Spartan Stores' public debt rating.

          The maximum number and principal amount of Debt Securities that may be subscribed for by any purchaser may be limited by Spartan Stores at its discretion and is further limited by the general limitation on the aggregate amount of Debt Securities offered for sale under this offering.

Term and Maturity

          Spartan Stores may issue Debt Securities at any time. The term and maturity date of any offered Debt Securities will be specified in the applicable Prospectus Supplement.

Interest Rate

          The rate of interest on the Debt Securities will be specified in the applicable Prospectus Supplement.subsidiary.

Right of Optional Redemption; Notice of Optional Redemption

          All Debt SecuritiesWe may be redeemed by Spartan Storesredeem any debt securities at any time, and in itsour sole discretion, upon written notice sent by Spartan Storesregardless of when the debt securities were issued. If we decide to the holder(s) of the Debt Securities whichredeem your debt securities before their maturity date, we are required to be redeemed. Any Debt Security may be redeemed at any time without regard to the date of its issuance (see Article Eleven of the Indentures). Spartan Stores must give written notice of its election to redeem any Debt Securities to the Trusteetrustee at least 60 days prior tobefore the date fixedset for the redemption. Unless a particular series of Debt Securities allows a shorter notice period, the Trustee mustThe trustee will then give you at least 30, but not more than 60, days notice of the redemption, tounless your debt securities allow a shorter notice period. Any shorter notice period would be described in the holders of the Debt Securities to be redeemed.prospectus supplement accompanying this prospectus.

          On or prior tobefore the redemption date, Spartan Storeswe must deposit with the Trustee an amount sufficienttrustee enough money to pay the redemption price, as well as accrued but unpaid interest and Additional Amounts on the Debt Securitiesdebt securities to be redeemed. Spartan StoresWe may pay interest and principal on the Debt Securitiesdebt securities from any source that it hasis available to it.us.

Repayment or Redemption at the Option of Holders

          Unless specified in Prospectus Supplement, Debt Securities areYou do not repayablehave the right to require us to repay or redeemable prior toredeem your debt securities before their maturity date, atunless the option of the holders of the Debt Securities.prospectus supplement accompanying this prospectus states otherwise. If a series of Debt Securities isyour debt securities are repayable or redeemable at your option, the option of holders, the applicable Prospectus Supplementprospectus supplement will describe the terms, and conditions of, and the procedures for repayment or redemption.

No Sinking Fund

          Spartan Stores hasWe have not established and doesdo not expect to establish a sinking fundany special set-aside funds or any periodic payment or set-aside programs, which are sometimes called "sinking funds," to ensure Spartan Storesthat we will have sufficient sumsenough money to pay interest or principal on the Debt Securities or to redeem the Debt Securities at their maturity or optional redemption or repayment (if applicable) dates.debt securities.

Liquidation, Sale of Assets or Termination of Existence of Spartan Stores

          The Debt Securitiesdebt securities are unsecured liabilities of Spartan Stores andnot secured by any lien on our assets. They are not entitled to any preference beyond that to whichwhat they are entitled to as a matter of law upon the liquidation of Spartan Stores or the termination of existence of Spartan Stores.our existence. Unless otherwise specified in this Prospectus or in the applicable Prospectus Supplement, Spartan Storesprospectus supplement, we may sell or encumber itsour assets without your consent, as long as we comply with the consent ofapplicable requirements described below under the holders of Debt Securities.heading "Some Restrictive Covenants."

Events of Default

          Unless otherwise specified in a Prospectus Supplement,the prospectus supplement, the following will be "Eventsevents of Default"default with respect to any series Debt Securities:your debt securities:

Other events of default may be set forth in the prospectus supplement.

Acceleration of Maturity

          If any Eventan event of Default (as described above) with respect to Debt Securities of any series at the time outstandingdefault occurs and continues, then the Trusteetrustee or the holders of not less than 50% inor more of the principal amount of the outstanding (as determined below) Debt Securitiesdebt securities of thata series may declare the principal amount or, if the Debt Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series, of all Debt Securitiesdebt securities of thata series to be immediately due and payable immediatelypayable. This may be accomplished by adelivering written notice in writing to Spartan Stores (andus, and also to the Trusteetrustee if the notice is given by holders). However, at any time after such a declarationdebt security holders instead of acceleration with respect to Debt Securities of any series has been made and before a judgment or decree based on such acceleration has been obtained by the Trustee,trustee.

          With some exceptions, the holders of not less than a majority or more in principal amount of outstanding Debt Securitiesdebt securities of that series may under certain circumstances, rescind and annul suchthe acceleration if all Events of Default, except, in the caseevents of Non-Subordinated Securities, the non-payment of principal of that series which has become due solely by such declaration of acceleration,default have been cured or waived as provided in the applicable Indenture (see Section 502 ofindenture, before a judgment or decree has been obtained by the Indentures).trustee.

          Different terms apply if the debt securities are original issue discount securities. These will be described in a prospectus supplement.

Registration, Transfer Payment and Paying AgentPayment

          Each series of Debt SecuritiesWe will be issuedissue debt securities in registered form only, without coupons ("Registered Securities"). Noany coupons. We will not charge you a service charge will be made for any transfer or exchange of the Debt Securities,debt securities, but Spartan Storeswe may require payment of a sum sufficientyou to coverpay any transfer tax or other governmental charge payable in connection withthat applies to a transfer or exchange (see Section 305 of the Indentures).exchange.

          Unless otherwise described in the applicable Prospectus Supplement,prospectus supplement, the principal premium, if any, and interest if any, of or on the offered Debt Securitiesyour debt securities will be payable, and theany transfer of the offered Debt Securitiesyour debt securities will be registrable, at the Trustee'strustee's principal offices, provided that payment ofoffices. However, we may pay the interest may be made by mailing a check mailed to the address appearing in the security register of the person in whose name a Registered Securitydebt security is registered in the security register at the close of business on the regular record date for the payment of interest (see Sections 305 and 307interest. The regular record dates of a series of debt securities will be described in the Indentures).prospectus supplement.

Global Securities

          The Debt Securities of a seriesIf provided for in the prospectus supplement, the debt securities may be issued in whole or in part in the form of one or more global securities ("Global Securities") that will be deposited with, or on behalf of, a depositary (the "Depositary") identified in the Prospectus Supplement relating to such series.prospectus supplement. Global Securitiesdebt securities may be issued in either temporary or permanent form. Unless and until ita global debt security is exchanged in whole or in part for individual certificates, evidencing Debt Securities in definitive form (i.e., Registered Securities), a Global Security will notglobal security cannot be transferabletransferred, except as a whole by the Depositary for such Global Securitydepositary to a nominee of the Depositary, to the Depositary, to aor successor of the Depositary or to a nominee of such successor.depositary.

          The specific terms of theany depositary arrangement with respect to afor any series of Debt Securitiesdebt securities issued in the form of Global Securitiesas global securities will be described in the Prospectus Supplementprospectus supplement.

Original Issue Discount Securities

          If provided for in the prospectus supplement, the debt securities may be issued as "original issue discount securities." This means that they bear no interest or that they bear interest at a rate below market rates. Original issue discount securities will be sold at a discount below their face amount. If the maturity of any original issue discount security is accelerated, the amount payable upon acceleration will be determined in accordance with the prospectus supplement, the terms of the original issue discount security and the indenture. This amount may be less than the amount that otherwise would be payable at maturity. The prospectus supplement for any original issue discount securities describes special federal income tax and other considerations relating to such series.these securities.

Some Restrictive Covenants

          The Indentures contain covenants requiring Spartan Stores to do or cause to be done all things necessaryindentures require us to preserve and keep in full force and effect itsour corporate existence, subject to Article Eight of

the Indentures. Under Article Eight of the Indentures, Spartan Storesexcept that we may consolidate or merge with or into, or convey, transfer or lease its property as an entiretyall or substantially as an entiretyall of our property to, any person(s); provided, however, that (1) such person, (or persons) is a corporation organized and existing under the laws of the United States, any state or the District of Columbia and expressly assumes (a) the due and punctual payment of the principal of, any premium and interest on the Debt Securities and (b) the performance of every other covenant that Spartan Stores is to perform or observe under the applicable Indenture, (2) no Event of Default occurs and is continuing immediately after giving effect to the transaction, and (3) either Spartan Stores or the successor person to the Trustee issues certain certificates and opinions specified in the applicable Indenture which state that the transaction complies with that Indenture (see Section 801 of the Indentures).as long as:

Defeasance and Discharge

          Article Four of the Indentures allows Spartan to dischargeWith some limited exceptions, all of itsour obligations (with certain limited exemptions) with respect tounder the indenture for a particular series of Debt Securities in some circumstances. Todebt securities will be so discharged the requirementsif:

          If all debt securities of clauses (1), (2) and (3) below must be satisfied:

          (1)          either (a) all Debt Securities of thata series previously issued (with certain exemptions) have been delivered to the Trustee for cancellation; or (b) all Debt Securities of that series (i) have become due and payable, (ii) will become due and payable at their stated maturity within one year or (iii) if they are redeemable at Spartan Stores'our option they are to beand have been called for redemption within one year under arrangements satisfactory to the Trustee, and Spartan Stores, in the case of (i), (ii) or (iii) above, has deposited or caused to be depositedtrustee, we may discharge our obligations under that series by depositing with the Trustee an amount oftrustee enough money that is sufficient to pay and discharge the entire indebtedness on those Debt Securitiesany debt securities of that series that have not previously been delivered to the Trusteetrustee for cancellation; andcancellation.

          (2)          Spartan Stores has paid all other sums payable under the applicable Indenture with respect to the outstanding Debt Securities of that series; and

          (3)          Spartan Stores has delivered to the Trustee an officer's certificate and an opinion of counsel, each stating that all conditions precedent to the satisfaction and discharge of the Indenture as to that series of Debt Securities have been complied with.

Modification and Waiver

          Each Indenture provides that modifications and amendments may be made by Spartan StoresWe and the Trusteetrustee may modify an indenture with the consent of the holders of not less thanat least a majority in principal amount of the outstanding Debt Securitiesdebt securities of each series affected thereby;provided, however,thatby the modification. However, no modifications or amendmentsmodification may do any of the following without the consent of the holder of each outstanding Debt Securitydebt security that is affected thereby,by it:

          The holders of not less thanat least a majority in principal amount of the outstanding Debt Securitiesdebt securities of any series may on behalf of the holders of all Debt Securities of that series waive insofar as that series is concerned, compliance by Spartan Storesus and the Trusteetrustee with certain restrictivesome provisions of the Indentures (see Section 1006 of the Indentures). Also, the holders of not less thanindenture. They also may waive a majority in principal amount of the outstanding Debt Securities of any series may on behalf of the holders of all Debt Securities of that series waive any past default, under the applicable Indenture with respect to that series, except they cannot waive a default in the payment of the principal of (and premium, if any) or interest on or Additional Amounts payable in respectany debt security of any Debt Security of suchthat series or in respect of a covenant or provision which under the terms of the applicable Indenture cannot be modified or amended without the consent of the holder of each outstanding affected Debt Securitydebt security of such series (see Section 513 of the Indentures).that series.

          Spartan StoresWe and the Trusteetrustee may modify or amend an Indentureindenture without your consent for some purposes, including the consent of any holder of Debt Securities for any of the following purposes:following:

Outstanding Debt Securities

          The Indentures requireindentures permit the holders of certain percentages of the outstanding Debt Securitiesdebt securities to take certain actions. Generally, the amount of "outstanding" Debt Securitiesdebt securities is the principal amount of the Debt Securitiesdebt securities that are outstanding at that time. However, the Indentures also set forth the following special rules. In determining whether the holders of the requisite principal amount of outstanding Debt Securities have giventime, excluding any request, demand, authorization, direction, notice, consent or waiver under each of the Indentures, (1) the principal amount of an Original Issue Discount Security that may be counted in making such determination and that will be deemed to be outstanding for such purposes will be the amount of the principal thereof that would be declared to be due and payable upon a declaration of acceleration pursuant to the terms of such Original Issue Discount Security as of the date of such

          The indentures also set forth special rules for determining whether the holders of the Indentures).required principal amount of outstanding original issue discount securities or "indexed securities" have taken action. These rules will be described in any prospectus supplements relating to original issue discount securities or indexed securities.

Additional Provisions

          Each of the Indenturesindentures provides that the applicable Trustee will be under no obligation (subject totrustee has the duty of the Trustee during a default thereunder to act with the required standard of care)care, but otherwise is not obligated to exercise any of its rights or powers under the Indentureindenture at the request or direction of any of the holders of Debt Securities,debt securities, unless suchthose holders shall have offered the Trusteetrustee reasonable indemnity (see Section 602(e) ofindemnity. Upon offering the Indentures). Subject to such provisions for indemnification of the Trustee,trustee reasonable indemnity, the holders of a majority in principal amount of the outstanding Debt Securitiesdebt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee,trustee, or exercising any trust or power conferred onthat the Trustee,trustee has, with respect to the Debt Securitiesdebt securities of that series (see Section 512 of the Indentures).series.

          No holder of any Debt Securitydebt security of any series will have the right to institutebegin any proceeding with respect to the Indenture under which such holder's Debt Securities were issued for any remedy thereunder,under the indenture unless: (1)

          However, the holder of any Debt Security willyou have an absolute and unconditional right to receive payment of the principal of, interest on, and premium, if any, and interest, if any, on or any Additional Amounts in respect of, such Debt Security on theyour debt securities when those payments are due, dates expressed in such Debt Security, and to institutebring suit for the enforcement of any such payment and such right of conversion (see Section 508 of the Indentures).those payments. These rights cannot be impaired without your consent.

          Spartan Stores isWe are required to furnish to the Trustee annually atrustee with an annual statement as to our performance or fulfillment of certain of itsour obligations under the applicable Indentureindenture and as to any default in suchour performance or fulfillment (See Section 1007 of the Indentures).those obligations.

          Each Indenture and the Debt Securities will be governed by and construed in accordance with the laws of the State of Michigan (see Section 113 of the Indentures).

ABOUT THE SUBORDINATED DEBT SECURITIES

          The Subordinated Securitiesprospectus supplement accompanying this prospectus describes whether the debt securities being offered to you are "non-subordinated debt securities" or "subordinated securities." The subordinated debt securities will be direct, unsecured obligationssubordinated to some of Spartan Stores and will rank in priority of payment with outstandingour current and future indebtedness of Spartan Stores as set forth below.

          Duringdescribed in the continuance beyond any applicable grace periodprospectus supplement and the indenture for the subordinated debt securities. This means that if we have defaulted on the payment of any default with respect to Senior Indebtedness (as defined below), noof that senior indebtedness, we may not make any payment ofon the subordinated debt securities until we have fully paid any overdue principal, of and premium (if any) and interest on the

          "Senior Indebtedness" is defined in the Subordinated Indenture as any indebtedness, including principal, premium (if any) and interest, for money borrowed (including all indebtedness of Spartan Stores for borrowed and purchased money of Spartan Stores, all obligations of Spartan Stores arising from off-balance sheet guarantees by Spartan Stores and direct credit substitutes, and obligations of Spartan Stores associated with derivative products such as interest and foreign exchange rate contracts and commodity contracts) that is outstanding on the date of execution of the Subordinated Indenture, or is thereafter created, incurred or assumed, for the payment of which Spartan Stores is at the time of determination responsible or liable as obligor, guarantor or otherwise, and all deferrals, renewals, extensions and refundings of any such indebtedness or obligations, other than the Subordinated Securities or any other indebtedness as to which, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such indebtedness is subordinate in right of payment to the Subordinated Securities (see Section 101 of the Subordinated Indenture). At December 2, 2000, Spartan Stores had outstanding approximately $341.5 million of Senior Indebtedness.senior indebtedness.

PLAN OF DISTRIBUTION

Persons Conducting the Offering; Expenses

          The Debt SecuritiesWe are offered by Spartan Storesoffering the debt securities through itsour officers and certainsome designated associates andassociates. None of these people will receive any commissions or other amounts relating to the sale of debt securities. We are not through the efforts ofusing any underwriters, brokers or dealers. Consequently, nodealers in this offering. Thus, we have not and will not pay any underwriting discounts, and commissions or finders fees have been or will be paid by Spartan Stores on the sale of the Debt Securities. Spartan Storesdebt securities. We will pay all of our offering costs and expenses.

How To Purchase Debt Securities

          PleaseYou should refer to the applicable Prospectus Supplementprospectus supplement for information about how to purchase Debt Securities.the debt securities offered to you.

Continuation of the Offering

          Spartan StoresWe will continue the offering of debt securities until we have sold them all or we decide to terminate the Debt Securities until an aggregate of $100,000,000 principal amount has been sold oroffering. We may terminate the offering is terminated by Spartan Stores. Upon redemption of a given Debt Security, Spartan Stores will cancel and retire the redeemed Debt Security. The offering may be terminated by Spartan Stores at any time and in itsour sole discretion.

No Minimum Offering

          There is no minimum principal amount of Debt Securitiesdebt securities that we must be soldsell to complete this Offering. Spartan Stores offersoffering. We are offering the Debt Securitiesdebt securities on a "best efforts," continuous basis. Thus, Spartan Storeswe will not place any funds received in any escrow, trust or other arrangement pending the receipt of a minimum amount of offering proceeds. There is no assuranceWe cannot assure you that we will sell any or all Debt Securities will be sold.of the debt securities.

LEGAL MATTERS

          The validity of the Debt Securities offered herebydebt securities has been passed upon for Spartan Stores by Warner Norcross & Judd LLP, 900 Old Kent Building, 111 Lyon Street, N.W., Grand Rapids, Michigan 49503-2489. Alex J. DeYonker, a Director and the General Counsel and Secretary of Spartan Stores, is a partner of Warner Norcross & Judd LLP.

EXPERTS

          The consolidated financial statements and the related financial statement schedule incorporated by reference in this Prospectus by referenceprospectus from Spartan Stores'our Annual Report on Form 10-K for the year ended March 25, 2000 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated hereinin this prospectus by reference, andreference. These financial statements have been so incorporated in reliance upon the report of such firmDeloitte & Touche LLP given upon their authority as experts in accounting and auditing.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The Securities and Exchange Commission (the "SEC") allows Spartan Storesus to "incorporate by reference" information into this Prospectus.prospectus. This means that Spartan Storeswe can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this Prospectus,prospectus, except for any information that is superseded by information that is included directly in this Prospectusprospectus or in a Prospectus Supplement.prospectus supplement. This Prospectusprospectus also incorporates by reference the documents listed below that Spartan Stores haswe have previously filed with the SEC under the Securities Exchange Act of 1934. They contain important information about Spartan Stores and its financial condition.

          All other documents filed by Spartan Storesthat we file with the SEC pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act after the date of this Prospectusprospectus and prior tobefore we terminate the termination of the

          Spartan StoresWe will provide without charge to each person to whom this Prospectus is delivered,you, on the written or oral request, of any such person, a copy of any or all of the documents incorporated hereinin this prospectus by reference, (other thanexcept for exhibits, unless suchthose exhibits are specifically incorporated by reference in such documents).those documents. You may request copies of these documents in writing to: David M. Staples, Executive Vice President Finance and Chief Financial Officer, Spartan Stores, Inc., 850 76th Street, S.W., P.O. Box 8700, Grand Rapids, Michigan 49518. Telephone requests may be directed to (616) 878-2000.

WHERE YOU CAN FIND MORE INFORMATION

          Spartan Stores isWe are subject to the informational requirements of the Securities Exchange Act and, in accordance withas required by that statute, filesfile reports and other information with the SEC. You may inspect and copy suchthose reports and other information at the public reference facilities of the SEC, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet web site that contains reports and other information regarding Spartan Stores that have been filed electronically with the SEC. The address of that site is http://www.sec.gov.

          Additional information regarding Spartan Stores and the Debt Securities offered herebydebt securities is contained in a Registration Statementregistration statement (and the exhibits relating thereto)related exhibits) filed with the SEC under the Securities Act of 1933. The Registration Statementregistration statement and the exhibits to it may be inspected without charge at the offices of the SEC at the address and web site listed above.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.           Other Expenses of Issuance and Distribution

The expenses payable by Spartan Stores in connection with the issuance and distribution of the securities being registered are estimated to be:

Item 15.          Indemnification of Directors and Officers

          Section 209 of the Michigan Business Corporation Act, as amended (the "MBCA"), sets forth that a corporation's articles of incorporation may provide that, except for certain liabilities, a director will not be personally liable to the corporation or its shareholders for monetary damages for a breach of the director's fiduciary duty. In addition, Sections 561 to 571 of the MBCA set forth circumstances under which directors, officers, employees or agents of a corporation may be indemnified or insured against any liability that they may incur in such capacities.

          Article VII of Spartan Stores' articles of incorporation provides that a director of Spartan Stores will not be personally liable to Spartan Stores or its shareholders for monetary damages for any breach or omission as a director, except that liability is not limited for: (1) the amount of a financial benefit received by a director to which he or she is not entitled, (2) intentional infliction of harm on Spartan Stores or its shareholders, (3) a violation of Section 555(1) of the MBCA (concerning unlawful dividends, distributions and loans), and (4) an intentional criminal act.

          Michigan law permits, and Article VI of the Spartan Stores' articles requires, indemnification of Spartan Stores' directors and executive officers in a variety of circumstances, which may include liabilities under the Securities Act of 1933, as amended. The articles provide that directors and executive officers shall be indemnified as of right, and shall be entitled to the advancement of expenses, to the fullest extent now or hereafter permitted by law in connection with any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding arising out of their service to Spartan Stores or one of its subsidiaries, or to another organization at the request of Spartan Stores or one of its subsidiaries. Persons who are not directors or executive officers of Spartan Stores may be similarly indemnified in respect of such service to the extent authorized at any time by Spartan Stores' board of directors. Furthermore, the articles provides that Spartan Stores may purchase and maintain insurance to protect itself and any such director, officer, or other person against any liability asserted against him or her and incurred by him or her in respect of such service, whether or not Spartan Stores would have the power to indemnify him or her against such liability by law or under its articles of incorporation.

          Spartan Stores' bylaws contain extensive provisions concerning indemnification. Among other things, the bylaws provide that Spartan Stores may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding (other than an action by or in the right of Spartan Stores), by reason of the fact that the person is or was a director, officer, employee, or agent of Spartan Stores or is or was serving at the request of Spartan Stores as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation or other entity, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of Spartan Stores or its shareholders and, with respect to a criminal action or proceeding, the person had no reasonable cause to believe his or her conduct was unlawful. With respect to actions by or in the right of Spartan Stores, the bylaws provide that Spartan Stores may indemnify any person who was or is a party or is threatened to be made a party to any such proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of Spartan Stores or its shareholders; however, indemnification is not allowed with respect to a claim, issue, or matter in which the person shall have been found liable to Spartan Stores, except to the extent authorized by statute. The bylaws also contain provisions concerning the manner isin which the board determines whether a person is entitled to indemnification, the advancement of expenses, other indemnification agreements, insurance and certain definitions and interpretive provisions.

Item 16.          Exhibits.The following documents are filed as exhibits to this Registration Statement on Form S-3:

Item 17.          Undertakings.

          The undersigned registrant hereby undertakes:

          (a)          To file, during any period in which offers or sales are being made, a post-effective amendment to this registrant statement:

          (1)          To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933;

          (2)          To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

          (3)          To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

          (b)          That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (c)          To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

          (d)          That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

          (e)          Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant

shall, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and shall be governed by the final adjudication of such issue.

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grand Rapids, State of Michigan, on January 12,February 5, 2001.

EXHIBIT INDEX