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

          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. [ ] _______________

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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.

          The following summary is qualified in its entirety by the more detailed information and financial statements appearing elsewhere in this Prospectus and in the accompanying Prospectus Supplement.

About this Prospectus

          This Prospectus is part of a registration statement that Spartan Stores filed with the Securities and Exchange Commission utilizing the "shelf" registration process. Under the shelf registration process, Spartan Stores may sell the Debt Securities described in this Prospectus in one or more offerings.

          This Prospectus provides you with a general description of the Debt Securities Spartan Stores may offer. Each time Spartan Stores sells Debt Securities, Spartan Stores will provide a Prospectus Supplement that will contain specific information about the terms of the offered Debt Securities. The Prospectus Supplement may also add to or update or change information contained in this Prospectus. You should read both this Prospectus and any Prospectus Supplement together with the additional information described below under "WHERE YOU CAN FIND MORE INFORMATION."

Spartan Stores

          Operating retail grocery 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, 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 also operates 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 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 and wholesale business operations.

          Spartan Stores' principal offices are located at 850 76th Street, S.W., P.O. Box 8700, Grand Rapids, Michigan 49518. Its telephone number is (616) 878-2000.

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

This Prospectus contains forward-looking statements

          This Prospectus and the Prospectus Supplement delivered with this Prospectus, as well as documents incorporated by reference into this Prospectus, include "forward-looking statements" about Spartan Stores' strategies, objectives, goals, expectations or projections. You can identify forward-looking statements by words or phrases indicating that Spartan Stores or its management "expects," "anticipates," "projects," " plans" or "believes" 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, the Prospectus Supplement delivered with this Prospectus and the other documents incorporated herein by reference, including Spartan Stores' Annual Report on Form 10-K filed for the most recent fiscal year and its Quarterly Reports on Form 10-Q filed during the current fiscal year. You should not place undue reliance on these 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, there are many important factors that could cause actual results to be materially different from Spartan Stores' current expectations.

          Anticipated future sales are subject to competitive pressures from many sources. Spartan Stores' 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.

The operation of retail stores is a new line of business for Spartan Stores

          Historically, Spartan Stores has 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 Stores began acquiring retail grocery stores. As of January 2001, Spartan Stores owned and operated 93 retail grocery stores and 26 deep discount drug stores in Michigan and Ohio. Spartan Stores plans to acquire additional retail stores. There are important differences between operating a distribution business and a retail business involving multiple locations. Spartan Stores cannot assure you that it will be able to operate successfully in this line of business or even that its operation of grocery stores will not result in significant losses.

Spartan Stores may not be successful in the integration of its acquired retail stores

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

The lines of business in which Spartan Stores operates are extremely competitive

          The grocery, pharmacy and convenience store industries are characterized by intense competition and low profit margins. Spartan Stores' 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' distribution business competes with a number of grocery and convenience store wholesalers and with a number of 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 from existing and new participants in the retail and wholesale grocery, pharmacy and convenience store industries. This competition may result in reduced profit margins and other adverse effects on Spartan Stores, its company-owned retail grocery stores and drug stores and the independent retail grocery stores and convenience stores supplied by Spartan Stores. In addition, ongoing industry consolidation could result in the loss of customers currently supplied by Spartan Stores and could confront Spartan Stores' retail operations with competition from larger and more well-capitalized chains in existing or new markets. Spartan Stores cannot assure you that it will be able to compete successfully in this environment.

Spartan Stores' indebtedness could affect its success

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

          Spartan Stores' ability to meet its payment obligations on its debt (including the Debt Securities) and to meet its other obligations will depend upon its future performance, which will be affected by economic, financial, competitive and other factors beyond its control. Spartan Stores' debt service obligations may make it more difficult for Spartan Stores 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.

          Spartan Stores cannot assure you that its businesses will continue to generate cash flow at or above current levels or that forecasted levels will occur. If Spartan Stores can't meet its obligations and fund its operational requirements with its available resources, Spartan Stores may have to refinance all or a portion of its existing debt, sell assets or obtain additional financing. Spartan Stores 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.

Subordinated Debt Securities will be subordinated to Spartan Stores' other indebtedness

          The Debt Securities offered hereby may be subordinated to Spartan Stores' other indebtedness. See "SUBORDINATED SECURITIES," beginning on page 19.

The Debt Securities will be unsecured

          The Debt Securities will be direct, unsecured obligations of Spartan Stores and are not entitled to any payment or liquidation preference. Spartan Stores' indebtedness under its 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 of additional indebtedness that Spartan Stores may incur. Unless otherwise specified in this Prospectus or in a Prospectus Supplement, Spartan Stores may sell or encumber its assets without 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 Securities are unsecured, holders of Debt Securities will have a lower priority to Spartan Stores' assets than would secured lenders in the event of a bankruptcy or receivership of Spartan Stores, even if such Debt Securities are not specifically subordinated to Spartan Stores' other indebtedness.

The issuance of Spartan Stores preferred stock could adversely affect the rights of Debt Securities

          Spartan Stores is authorized to issue 10 million shares of preferred stock with whatever preferences, limitations and voting, and other rights the Spartan Stores board of directors may determine before issuance of the shares. The Spartan Stores board, without the approval of the holders of Debt Securities, could issue preferred stock with voting or conversion rights that could adversely affect rights of holders of Debt Securities.

Holders of Debt Securities will have no control over Spartan Stores

          The holders of the Debt Securities 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 will likely be no public trading market for the Debt Securities

          Although the Debt Securities have been registered under the federal Securities Act, there is currently no trading market for the Debt Securities and it is unlikely that any such market will develop. Moreover, Spartan Stores does not intend to take any steps to facilitate the development of a trading market for the 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 banners 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' business strategy includes growing its retail operations primarily through acquisitions while increasing efficiencies in its distribution operations. Spartan Stores looks to expand its retail operations in the Midwest. Continued expansion of its retail grocery business will allow Spartan Stores to more fully realize operational efficiencies throughout the supply chain and expand its geographic coverage and enhance its marketing and merchandising programs. These operational efficiencies will benefit both Spartan Stores-owned retail grocery stores as well as independent food retailers supplied by Spartan Stores.

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

Retail Grocery Business

          Spartan Stores operates retail grocery stores throughout Michigan and Ohio. Spartan Stores acquired these operations in five separate transactions beginning in 1999 and continues to operate them under their original names of Food Town, Ashcraft's Markets, Family Fare, Glen's Markets and Great Day.

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

Grocery Distribution Business

          Spartan Stores' grocery distribution business provides its 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 its customers with both nationally advertised products and

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

          Spartan Stores' 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, Ohio, Pennsylvania, Tennessee and West Virginia. Spartan Stores also operates cash and carry outlets in Michigan and Ohio serving convenience stores.

Competition

          Spartan Stores' retail grocery and distribution businesses are characterized by intense competition and low profit margins. The principal competitive factors in the retail industry that face Spartan Stores' owned stores and the independent retail stores supplied by Spartan Stores include the location and image of the store; the price, quality and variety of products; and the quality and consistency of service. The principal competitive factors facing Spartan Stores in the distribution industry are price, product quality and variety and service. Spartan Stores believes that both itself and the customers it supplies are generally competitive in their markets.

          Spartan Stores' company-owned stores and the independent retail grocery stores supplied by Spartan Stores 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*Mart Stores, Inc. and Kmart Corporation, limited assortment stores, wholesale membership clubs, such as Sam's Club (a unit of Wal*Mart Stores, Inc.) and Costco Companies, Inc., convenience stores, shop-at-home services, restaurants and fast food businesses. Spartan Stores' success is in large part dependent upon the ability of its company-owned stores and the other grocery stores it supplies 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 its wholesale customers.

          Spartan Stores' 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' 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. The 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.

Grocery Distribution Customers

          Spartan Stores' grocery distribution segment supplies the retail stores owned by Spartan Stores and a diverse group of independent grocery store operators. Each grocery distribution customer enters into a customer agreement with Spartan Stores. In addition, Spartan Stores from time to time enters into loan agreements, leases, guarantees and other agreements under which some of its grocery distribution customers agree to purchase a minimum percentage of products from Spartan Stores for the term of the agreement.

Suppliers

          Spartan Stores purchases products from a large number of national, regional and local suppliers of name brand and private label merchandise. Spartan Stores depends on these suppliers for brand name products. However, Spartan Stores has not encountered difficulty in procuring or maintaining an adequate level of products to serve its customers.

Regulation

          In addition to laws and regulations affecting businesses generally, Spartan Stores is subject to federal, state and local laws and regulations covering the purchase, handling, sale and transportation of its products and is subject to the jurisdiction of the federal Food and Drug Administration.

USE OF PROCEEDS

          Unless otherwise specified in an applicable Prospectus Supplement, the net proceeds to be received by Spartan Stores from the sale of the Debt Securities offered hereby will be used for general corporate purposes.

RATIO OF EARNINGS TO FIXED CHARGES

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

GENERAL DESCRIPTION OF DEBT SECURITIES

          The Debt Securities will constitute either "Non-Subordinated Securities" or "Subordinated Securities" of Spartan Stores. The Non-Subordinated Securities will be issued under an Indenture dated January 12, 2001 between Spartan Stores and Chase Manhattan Trust Company, National Association, and the Subordinated Securities will be issued under an indenture 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 Indenture that is applicable to your Debt Securities because it defines your rights.

          The following summaries of certain provisions of the Indentures and the Debt Securities do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all the provisions of the Indentures, including the definitions of certain terms contained in the Indentures. Wherever particular sections or defined terms 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 apply to the Debt Securities so offered will be described in the Prospectus Supplement relating to such offered Debt Securities. See "ABOUT THIS PROSPECTUS." Unless otherwise indicated, section references contained in these summaries refer 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.

General

          The Debt Securities will be direct, unsecured obligations 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 rank pari passu with all other unsecured and unsubordinated indebtedness of Spartan Stores. The Subordinated Securities will be subordinated as described below under "Subordinated Securities."

          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, all Debt Securities issued under an Indenture will rank equally and ratably with any additional Debt Securities issued under that Indenture.

          Debt Securities may be issued as "Original Issue Discount Securities" (bearing no interest or interest at a rate which at the time of issuance is below market rates) to be sold at a discount below their face amount. In the event of an acceleration of the maturity of any Original Issue Discount Security, the amount payable to the holder for such Original Issue Discount Security upon such acceleration will be determined in accordance with the applicable Prospectus Supplement, the terms of such Original Issue Discount Security and the applicable Indenture, but may be an amount less than the amount payable at the maturity 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.

Right of Optional Redemption; Notice of Optional Redemption

          All Debt Securities may be redeemed by Spartan Stores at any time and in its sole discretion upon written notice sent by Spartan Stores to the holder(s) of the Debt Securities which are 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 Trustee at least 60 days prior to the date fixed for the redemption. Unless a particular series of Debt Securities allows a shorter notice period, the Trustee must give at least 30, but not more than 60, days notice of the redemption to the holders of the Debt Securities to be redeemed.

          On or prior to the redemption date, Spartan Stores must deposit with the Trustee an amount sufficient to pay the redemption price, as well as accrued but unpaid interest and Additional Amounts on the Debt Securities to be redeemed. Spartan Stores may pay interest and principal on the Debt Securities from any source that it has available to it.

Repayment or Redemption at the Option of Holders

          Unless specified in Prospectus Supplement, Debt Securities are not repayable or redeemable prior to their maturity date at the option of the holders of the Debt Securities. If a series of Debt Securities is repayable or redeemable at the option of holders, the applicable Prospectus Supplement will describe the terms and conditions of, and the procedures for, repayment or redemption.

No Sinking Fund

          Spartan Stores has not established and does not expect to establish a sinking fund or any periodic payment or set-aside programs to ensure Spartan Stores will have sufficient sums to pay interest on the Debt Securities or to redeem the Debt Securities at their maturity or optional redemption or repayment (if applicable) dates.

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

          The Debt Securities are unsecured liabilities of Spartan Stores and are not entitled to any preference beyond that to which they are entitled as a matter of law upon the liquidation or termination of existence of Spartan Stores. Unless otherwise specified in this Prospectus or in the applicable Prospectus Supplement, Spartan Stores may sell or encumber its assets without the consent of the holders of Debt Securities.

Events of Default

          If any Event of Default (as described above) with respect to Debt Securities of any series at the time outstanding occurs and continues, then the Trustee or the holders of not less than 50% in principal amount of the outstanding (as determined below) Debt Securities of that 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 Securities of that series to be due and payable immediately by a notice in writing to Spartan Stores (and to the Trustee if given by holders). However, at any time after such a declaration 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, the holders of not less than a majority in principal amount of outstanding Debt Securities of that series may, under certain circumstances, rescind and annul such acceleration if all Events of Default, except, in the case of Non-Subordinated Securities, the non-payment of principal of that series which has become due solely by such declaration of acceleration, have been cured or waived as provided in the applicable Indenture (see Section 502 of the Indentures).

Registration, Transfer, Payment and Paying Agent

          Each series of Debt Securities will be issued in registered form only, without coupons ("Registered Securities"). No service charge will be made for any transfer or exchange of the Debt Securities, but Spartan Stores may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with a transfer or exchange (see Section 305 of the Indentures).

          Unless otherwise described in the applicable Prospectus Supplement, the principal, premium, if any, and interest, if any, of or on the offered Debt Securities will be payable, and the transfer of the offered Debt Securities will be registrable, at the Trustee's principal offices, provided that payment of interest may be made by check mailed to the address appearing in the security register of the person in whose name a Registered Security is registered at the close of business on the regular record date for the payment of interest (see Sections 305 and 307 of the Indentures).

Global Securities

          The Debt Securities of a series 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. Global Securities may be issued in either temporary or permanent form. Unless and until it is exchanged in whole or in part for individual certificates evidencing Debt Securities in definitive form (i.e., Registered Securities), a Global Security will not be transferable except as a whole by the Depositary for such Global Security to a nominee of the Depositary, to the Depositary, to a successor of the Depositary or to a nominee of such successor.

          The specific terms of the depositary arrangement with respect to a series of Debt Securities issued in the form of Global Securities will be described in the Prospectus Supplement relating to such series.

Restrictive Covenants

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

the Indentures. Under Article Eight of the Indentures, Spartan Stores may consolidate or merge with or into, or convey, transfer or lease its property as an entirety or substantially as an entirety 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).

Defeasance and Discharge

          Article Four of the Indentures allows Spartan to discharge all of its obligations (with certain limited exemptions) with respect to a particular series of Debt Securities in some circumstances. To be so discharged, the requirements of clauses (1), (2) and (3) below must be satisfied:

          (1)          either (a) all Debt Securities of that 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' option, they are to be 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 deposited with the Trustee an amount of money that is sufficient to pay and discharge the entire indebtedness on those Debt Securities not previously delivered to the Trustee for cancellation; and

          (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

          The Indentures require the holders of certain percentages of the outstanding Debt Securities to take certain actions. Generally, the amount of "outstanding" Debt Securities is the principal amount of the Debt 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 given 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

Additional Provisions

          Each of the Indentures provides that the applicable Trustee will be under no obligation (subject to the duty of the Trustee during a default thereunder to act with the required standard of care) to exercise any of its rights or powers under the Indenture at the request or direction of any of the holders of Debt Securities, unless such holders shall have offered the Trustee reasonable indemnity (see Section 602(e) of the Indentures). Subject to such provisions for indemnification of the Trustee, the holders of a majority in principal amount of the outstanding Debt 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, or exercising any trust or power conferred on the Trustee, with respect to the Debt Securities of that series (see Section 512 of the Indentures).

          No holder of any Debt Security of any series will have the right to institute any proceeding with respect to the Indenture under which such holder's Debt Securities were issued for any remedy thereunder, unless: (1) the holder has previously given to the Trustee written notice of a continuing Event of Default with respect to the Debt Securities of such series; (2) the holders of at least a majority in principal amount of the outstanding Debt Securities of that series have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as Trustee; (3) the Trustee has failed to institute such proceeding within 60 days after its receipt of such notice, request and offer of indemnity; and (4) the Trustee has not received from the holders of a majority in principal amount of the outstanding Debt Securities of that series a direction inconsistent with such request within such 60-day period (see Section 507 of the Indentures). However, the holder of any Debt Security will have an absolute and unconditional right to receive payment of the principal of, and premium, if any, and interest, if any, on, or any Additional Amounts in respect of, such Debt Security on the due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment and such right of conversion (see Section 508 of the Indentures).

          Spartan Stores is required to furnish to the Trustee annually a statement as to performance or fulfillment of certain of its obligations under the applicable Indenture and as to any default in such performance or fulfillment (See Section 1007 of the Indentures).

          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).

SUBORDINATED SECURITIES

          The Subordinated Securities will be direct, unsecured obligations of Spartan Stores and will rank in priority of payment with outstanding and future indebtedness of Spartan Stores as set forth below.

          During the continuance beyond any applicable grace period of any default with respect to Senior Indebtedness (as defined below), no payment of 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.

PLAN OF DISTRIBUTION

Persons Conducting the Offering; Expenses

          The Debt Securities are offered by Spartan Stores through its officers and certain designated associates and not through the efforts of underwriters, brokers or dealers. Consequently, no underwriting discounts and commissions or finders fees have been or will be paid by Spartan Stores on the sale of the Debt Securities. Spartan Stores will pay all offering costs and expenses.

How To Purchase Debt Securities

          Please refer to the applicable Prospectus Supplement for information about how to purchase Debt Securities.

Continuation of the Offering

          Spartan Stores will continue the offering of the Debt Securities until an aggregate of $100,000,000 principal amount has been sold or 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 its sole discretion.

No Minimum Offering

          There is no minimum principal amount of Debt Securities that must be sold to complete this Offering. Spartan Stores offers the Debt Securities on a "best efforts," continuous basis. Thus, Spartan Stores will not place any funds received in any escrow, trust or other arrangement pending the receipt of minimum amount of offering proceeds. There is no assurance that any or all Debt Securities will be sold.

LEGAL MATTERS

          The validity of the Debt Securities offered hereby 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 in this Prospectus by reference from Spartan Stores' 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 herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          Spartan Stores will provide without charge to each person to whom this Prospectus is delivered, on the written or oral request of any such person, a copy of any or all of the documents incorporated herein by reference (other than exhibits, unless such exhibits are specifically incorporated by reference in such 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 is subject to the informational requirements of the Securities Exchange Act and in accordance with that statute files reports and other information with the SEC. You may inspect and copy such 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.

Item 14.          Other Expenses of Issuance and Distribution

          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 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 is 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 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 initial bona 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