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United States

Securities and Exchange Commission

Washington, D.C. 20549



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Form 10-K/A

(Amendment No. 1)



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(Mark One)

|x | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended October 2, 2004



or



| ̈ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from             to



Commission file number 0-10815



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Unified Western Grocers, Inc.

(Exact name of registrant as specified in its
charter)



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California

(State or other
jurisdiction of incorporation or organization)



|                                         |  |           
|---------------------------------------- |  | ----------
|5200 Sheila Street, Commerce, CA         |  | 90040     
|(Address of principal executive offices) |  | (Zip Code)



I.R.S. Employer
Identification No.: 95-0615250



Registrants
telephone number, including area code: (323) 264-5200



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Securities registered pursuant to Section 12(b) of the Act: None



Securities registered pursuant to Section 12(g) of the Act:



|                    |  |                      
|------------------- |  | ---------------------
|Title of each class |  | Name of each exchange
|Class A Shares      |  | None                 
|Class B Shares      |  | None                 
|Class E Shares      |  | None                 



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K.  x



Indicate by check mark
whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act.)    Yes ̈No  x



State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrants most recently completed second fiscal quarter. There is no public market for the Companys voting and non-voting common equity.



The number of shares outstanding of each of the registrants classes of common stock, as of April 30, 2005 were as follows:



|                        |  |                         |  |                    |  |                       
|----------------------- |  | ----------------------- |  | ------------------ |  | ----------------------
|Class A: 108,800 shares |  | Class B: 491,411 shares |  | Class C: 15 shares |  | Class E: 92,827 shares



Documents Incorporated By
Reference: Portions of the proxy statement for the 2005 annual meeting are incorporated by reference in Part III of this Form 10-K/A.



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Explanatory Note



This Amendment No. 1 to the Unified Western Grocers, Inc. (the Company) Annual Report on Form 10-K/A for the year ended October 2, 2004, is being filed in
order to amend the language in Signatures to conform to Form 10-K General Instruction D (2)(a), and Exhibits 31.1 & 31.2 Certifications to conform to Item 601(b)(31) of Regulation S-K. This amendment does not impact the Companys audited
financial statements or any other information contained in the originally filed 10-K except for Signatures, Exhibits 31.1 & 31.2 Certifications and Exhibits 32.1 & 32.2 Certifications.



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



UNIFIED WESTERN GROCERS, INC.By

/s/ RICHARD J. MARTINRichard J. MartinExecutive Vice President, Finance & Administration and Chief Financial Officer (Principal Financial and Accounting Officer)




Dated: May 11, 2005



POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints Robert M. Ling, Jr., Executive Vice President, General Counsel and Secretary, his true and lawful attorney-in-fact and agent, with full power of substitution, to sign and execute on behalf of the undersigned any and all
amendments to this report, and to perform any acts necessary in order to file the same, with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing requested and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or their or his or her substitutes, shall do or cause to be done by virtue hereof.



Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                       |  |  |  |                                                                                                                             |  |               
|-------------------------------------- |  |  |  | --------------------------------------------------------------------------------------------------------------------------- |  | --------------
|Signature                              |  |  |  | Title                                                                                                                       |  | Date          
|/s/ ALFRED A. PLAMANNAlfred A. Plamann |  |  |  | President and Chief Executive Officer (Principal Executive Officer)                                                         |  | May 11, 2005  
|                                       |  |  | 
|/s/ RICHARD J. MARTINRichard J. Martin |  |  |  | Executive Vice President, Finance & Administration and Chief Financial Officer (Principal Financial and Accounting Officer) |  | May 11, 2005  
|                                       |  |  | 
|/s/ WILLIAM O. COTÉWilliam O. Coté     |  |  |  | Vice President and Controller                                                                                               |  | May 11, 2005  
|                                       |  |  | 
|/s/ LOUIS A. AMENLouis A. Amen         |  |  |  | Director                                                                                                                    |  | May 11, 2005  
|                                       |  |  | 
|David M.
Bennett                       |  |  |  | Director                                                                                                                    |  | May     , 2005
|                                       |  |  | 
|/s/ JOHN BERBERIANJohn Berberian       |  |  |  | Director                                                                                                                    |  | May 11, 2005  
|                                       |  |  | 
|/s/ DIETER HUCKESTEINDieter Huckestein |  |  |  | Director                                                                                                                    |  | May 11, 2005  



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|                                         |  |  |  |          |  |               
|---------------------------------------- |  |  |  | -------- |  | --------------
|Signature                                |  |  |  | Title    |  | Date          
|                                         |  |  | 
|/s/ DARIOUSH KHALEDIDarioush Khaledi     |  |  |  | Director |  | May 11, 2005  
|                                         |  |  | 
|John D.
Lang                             |  |  |  | Director |  | May     , 2005
|                                         |  |  | 
|/s/ JAY T. MCCORMACKJay T. McCormack     |  |  |  | Director |  | May 11, 2005  
|                                         |  |  | 
|Douglas A.
Nidiffer                      |  |  |  | Director |  | May     , 2005
|                                         |  |  | 
|Peter J.
ONeal                          |  |  |  | Director |  | May     , 2005
|                                         |  |  | 
|Michael A.
Provenzano, Jr.               |  |  |  | Director |  | May     , 2005
|                                         |  |  | 
|Thomas S.
Sayles                         |  |  |  | Director |  | May     , 2005
|                                         |  |  | 
|/s/ MIMI R. SONGMimi R. Song             |  |  |  | Director |  | May 11, 2005  
|                                         |  |  | 
|Robert E.
Stiles                         |  |  |  | Director |  | May     , 2005
|                                         |  |  | 
|/s/ KENNETH RAY TUCKERKenneth Ray Tucker |  |  |  | Director |  | May 11, 2005  
|                                         |  |  | 
|/s/ RICHARD L. WRIGHTRichard L. Wright   |  |  |  | Director |  | May 11, 2005  



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