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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )

      Payment of Filing Fee (Check the appropriate box):

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The Board of Directors of Steelcase Inc. cordially invites all shareholders to attend the Company’s Annual Meeting for 2004 as follows:

The Annual Meeting is being held to allow you to vote on the following proposal for the election of directors nominated to a three-year term by the Board of Directors:

If you were a shareholder of record as of the close of business on April 28, 2004, you are eligible to vote. You may either vote at the meeting or by proxy, which allows your shares to be voted at the meeting even if you are not able to attend. If you choose to vote by proxy:

Every vote is important and you are urged to vote your shares as soon as possible.

We look forward to seeing you at the meeting.

May 21, 2004

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QUESTIONS AND ANSWERS

What am I voting on?

The election of nominees to serve on our Board of Directors and any other business properly coming before the 2004 meeting of shareholders (“the Meeting”).

How does the Board of Directors recommend I vote?

The Board of Directors recommends that you vote FOR each of the nominees for director listed on page 5.

Who is entitled to vote?

Shareholders of record of Class A Common Stock or Class B Common Stock at the close of business on April 28, 2004 may vote at the Meeting.

How many shares can be voted at the Meeting?

As of the close of business on April 28, 2004 there were 50,686,926 shares of Class A Common Stock and 97,577,207 shares of Class B Common Stock outstanding.

How many votes do I have?

Each shareholder has one vote per share of Class A Common Stock and ten votes per share of Class B Common Stock owned of record at the close of business on April 28, 2004.

How do I vote?

If you are a registered shareholder (that is, if you hold your Steelcase stock directly in your name), you may vote by telephone, Internet, mail or by attending the Meeting and voting in person.

If you hold your stock in “street name” (that is, your shares are registered in the name of a bank, broker or other nominee, which we will collectively refer to as your “broker”), you must vote your shares in the manner required by your broker.

Whether you vote by telephone, Internet or mail, you may specify whether your shares should be voted for all, some or none of the nominees for director.

If you do not specify a choice and you use the enclosed proxy card, your shares will be voted FOR the election of all nominees for director listed under Proposal Requiring your Vote — Election of Directors.

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If you do not specify a choice and you use a ballot card supplied by your broker, the rules of the New York Stock Exchange (“NYSE”) provide that your broker can vote as they wish on the election of nominees for director.

What should I do if I received more than one proxy card?

If you received more than one proxy card, it is likely that your shares are registered differently or are in more than one account. You should sign and return all proxy cards to ensure all of your shares are voted.

How will voting on any other business be conducted?

For any other matter that may properly come before the Meeting, your shares will be voted in the discretion of the proxy holders. As of April 28, 2004, we do not know of any other matter to be considered at the Meeting.

Can I revoke my proxy?

If you appoint a proxy, you may revoke it at any time before it is exercised by notifying the Secretary of Steelcase in writing, by delivering a later dated proxy to the Secretary of Steelcase or by attending the Meeting and voting in person.

Who can attend the Meeting?

Shareholders of record of Steelcase Class A or Class B Common Stock.

Can I listen to the Meeting if I cannot attend?

You can listen to a live webcast of the Meeting on the Internet. Instructions for listening to this webcast will be available on the “Webcasts & Presentations” page of the Investor Relations section of www.steelcase.com approximately one week before the Meeting. An audio replay of the Meeting will be available within two hours after the Meeting and until September 24, 2004.

When and how are shareholder proposals for next year’s annual meeting to be submitted?

We must receive shareholder proposals submitted for inclusion in our proxy statement for the 2005 meeting of shareholders by January 22, 2005. Shareholder proposals to be presented from the floor of the annual meeting must be received no earlier than March 26, 2005 and no later than April 15, 2005. All shareholder proposals must be sent in the manner and meet the requirements specified in our amended bylaws.

What if multiple shareholders have the same address?

We will send a single copy of the annual report and proxy statement to any household at which two or more shareholders reside if they appear to be members of the same family. This practice is known as “householding” and helps reduce our printing and postage costs. Any shareholder residing at such an address who wishes to receive a single document or separate documents can obtain them by calling (800) 542-1061 or writing to: ADP Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

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PROPOSAL REQUIRING YOUR VOTE — ELECTION OF DIRECTORS

The current size of our Board of Directors is ten, following a reduction from eleven by the Board on March 27, 2004. The Board is divided into three classes (Classes I, II and III) serving staggered three-year terms.

There are three nominees for election this year. Each is nominated to serve as a Class III director for a term that will expire at the 2007 annual meeting.

Each of the nominees is currently a member of the Board of Directors, which met four times during fiscal year 2004 (March 1, 2003 - February 27, 2004). Each of our directors attended at least 75% of the board meetings and the meetings of committees on which they served during the year.

The Board of Directors recommends that you vote FOR each of the nominees.

OUR BOARD OF DIRECTORS

Nominees for Election as Class III Directors for the Term Expiring in 2007:

		James P. Hackett                                  Director since 1994 Mr. Hackett has been President and Chief Executive Officer of Steelcase since 1994. Mr. Hackett also serves as a member of the Board of Trustees of Northwestern Mutual Life Insurance Company and the Board of Directors of Fifth Third Bancorp. Age 49.
		David W. Joos                                     Director since 2001 Mr. Joos has been President and Chief Operating Officer of CMS Energy Corporation, an energy company, and its primary electric utility, Consumers Energy, since 2001. Mr. Joos served as Executive Vice President and Chief Operating Officer-Electric of CMS Energy Corporation from 2000 to 2001. Mr. Joos also held various positions with Consumers Energy, including President and Chief Executive Officer-Electric, from 1997 to 2000. Mr. Joos serves on the Board of Directors of CMS Energy Corporation and Consumers Energy Company. Age 51.
		P. Craig Welch, Jr.                               Director since 1979 Mr. Welch has been Manager of Honzo LLC, an investment/venture capital firm, since 1999. From 1987 to 1999, Mr. Welch was a venture capitalist. From 1967 to 1987, Mr. Welch held various positions at Steelcase, including Director of Information Services and Director of Production Inventory Control. Age 59.

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Class I Directors Continuing in Office for the Term Expiring in 2005:
		Earl D. Holton                                    Director since 1998 Mr. Holton has served as Vice Chairman and member of the Board of Directors of Meijer, Inc., a Grand Rapids, Michigan-based operator of food and general merchandise stores, since 1999. He has also held a variety of other positions with Meijer, including President from 1980 until 1999. Mr. Holton also serves on the Board of Directors of CMS Energy Corporation and Consumers Energy Company. Age 70.
		Michael J. Jandernoa                              Director since 2002 Mr. Jandernoa began serving as a General Partner of Bridge Street Capital Fund I, LP, a Grand Rapids, Michigan venture capital fund, in 2004. He served as Chairman of the Board of Directors of Perrigo Company, a manufacturer of over-the-counter store brand pharmaceutical and nutritional products, from 1991 through 2003. Mr. Jandernoa also served in various executive capacities with Perrigo Company, including Chief Executive Officer from 1988 to 2000. He is also a director of Fifth Third Bank - a Michigan Banking Corporation. Age 54.
		Peter M. Wege II                                  Director since 1979 Mr. Wege has been Chairman of the Board of Directors of Contract Pharmaceuticals Limited, a manufacturer and distributor of prescription and over-the-counter pharmaceuticals, since 2000. Mr. Wege has also served as President of Greylock, Inc., a venture capital firm, since 1990. From 1981 to 1989, he held various positions at Steelcase, including President of Steelcase Canada Ltd. Age 55.
		Kate Pew Wolters                                  Director since 2001 Ms. Wolters has been engaged in philanthropic activities since 1996. She is currently President of the Kate and Richard Wolters Foundation and is a community volunteer and advisor. She also serves as Chair of the Board of Trustees of the Steelcase Foundation and as a member of the Board of Directors of Founders Trust Personal Bank. Age 46.
Class II Directors Continuing in Office for the Term Expiring in 2006:
		William P. Crawford                               Director since 1979 Mr. Crawford held various positions at Steelcase, including President and Chief Executive Officer, Steelcase Design Partnership, from 1991 until his retirement in 2000. Age 61.

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		Elizabeth Valk Long                               Director since 2001 Ms. Long held various management positions at Time Inc., a magazine publisher, until her retirement in 2001. From 1995 to 2001 she was Executive Vice President of Time Inc. Ms. Long also serves on the Board of Directors of J.M. Smucker Company and Jefferson-Pilot Corporation. Age 54.
		Robert C. Pew III                                 Director since 1987 Mr. Pew has been a private investor since 2004 and operated Cane Creek Farm from 1995 to 2003. From 1974 to 1984 and from 1988 to 1994, Mr. Pew held various positions at Steelcase, including President, Steelcase North America and Executive Vice President, Operations. Mr. Pew has also served as Chairman of the Board of Directors of Steelcase Inc. since June 2003. Age 53.

Chairman Emeritus

The Board has designated former Steelcase director Robert C. Pew II as Chairman Emeritus. As Chairman Emeritus, Mr. Pew is invited to attend Board and committee meetings but does not have voting rights and receives no retainer or other meeting fees.

Related Directors

Mr. Pew III and Ms. Wolters are brother and sister and are first cousins to Mr. Crawford and Mr. Welch, Jr., who are first cousins to each other.

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COMMITTEES OF THE BOARD OF DIRECTORS

Four standing Committees assist the Board of Directors in fulfilling its responsibilities as follows:

Audit Committee

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Compensation Committee

Executive Committee

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Nominating and Corporate Governance Committee

Each committee has the power to conduct or authorize investigations or studies of matters within the scope of its responsibilities and may, at the Company’s expense, retain independent counsel or other consultants or advisors as deemed necessary. Each committee also has the sole authority to retain or terminate its consultants and approve their fees and other retention terms.

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REPORT OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

The Nominating and Corporate Governance Committee has six members who are all independent under NYSE listing standards. The Committee performs the duties described in Committees of the Board of Directors and operates under a written charter adopted by the Board of Directors.

Corporate Governance

The Board of Directors, through its Chairman, has tasked the Committee with seeking out world class governance policies and practices. Since its formation in June 2002, the Committee has focused on this task. Some of the resulting policies and practices are summarized in Corporate Governance following this report. The Committee will continue to assess and refine the Company’s corporate governance practices.

Board Composition

The Committee’s responsibilities also include identifying and recommending to the Board of Directors qualified candidates for election as directors. As a part of those responsibilities, the Committee conducts an annual review of the composition of the Board and evaluates whether it continues to reflect the balance of knowledge, experience, skills, expertise and diversity necessary to provide oversight and direction to management in a manner that builds long-term value for shareholders.

Qualifications

Nominees for director are selected on the basis of several criteria, the most fundamental of which is integrity. Directors are also expected to be curious and demanding independent thinkers who possess appropriate business judgment and are committed to representing the long-term interests of shareholders. Directors must possess knowledge, experience, skills or expertise that enhance the Board’s ability to direct the business of the Company. Directors must also be willing and able to spend the time and effort necessary to effectively discharge their responsibilities. Directors must be prepared to resign from the Board in the event they have a significant change in responsibilities, including a change in employment, as required by the Company’s Corporate Governance Principles. Steelcase is committed to diversity and a candidate’s ability to add to the diversity of the Board is also considered.

In determining whether to re-nominate a current member of the Board for an additional term, their effectiveness as a director is reviewed.

Identification of Candidates for Director

The Committee considers candidates suggested by its members, other directors and senior management as necessary in anticipation of potential or expected Board vacancies. The Committee has the sole authority to retain search firms to assist in identifying candidates. No search firms or other advisors were retained in the past fiscal year. The Company’s amended bylaws contain a process by which shareholders can nominate an individual to stand for election to the Board. The Company does not, therefore, have a formal policy concerning shareholders submitting recommendations to the committee on candidates for nomination by

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After identifying a potential candidate, the Committee collects and reviews publicly available information regarding the person to assess whether they should be considered further. If the Committee determines that the candidate warrants further consideration, the Chair or another member of the Committee will contact them. Generally, if the person expresses a willingness to be considered, the Committee requests information from the candidate, reviews their qualifications and accomplishments and conducts one or more interviews with the candidate. Committee members may also contact references or others that have greater first-hand knowledge of the candidate’s accomplishments.

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CORPORATE GOVERNANCE

The Board of Directors is committed to monitoring the effectiveness of policy and decision making at the Board and management levels. Fundamental to its corporate governance philosophy is the Board’s commitment to upholding the Company’s reputation for honesty and integrity. Equally fundamental is its commitment to serving as an independent overseer of the Company’s management and operations.

A summary of some of our corporate governance policies and practices follows:

Corporate Governance Principles

The Board of Directors adopted Corporate Governance Principles on December 18, 2002. The principles outline the goals, duties and responsibilities of the Board and its Committees, as well as the Board’s expectations of directors, including the following:

Director Independence

A majority of the members of our Board of Directors must be independent, as defined by the NYSE listing standards.

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The Board considers all relevant facts and circumstances in determining whether a director is independent. To help make that determination, the Board of Directors adopted the following categorical standards. Under these standards, none of the following relationships are considered material relationships impairing a director’s independence:

As used in the above categorical standards, “business with Steelcase” includes Steelcase selling products and/or services to the other company, either directly or through an independently owned Steelcase dealer, and Steelcase buying products and/or services from the other company during the last three years. Unless the context otherwise requires, “director” includes the director and his or her immediate family members as defined in the NYSE listing standards.

Applying the NYSE listing standards, the Board’s categorical standards and considering all the relevant facts and circumstances, the Board of Directors determined that Earl D. Holton, Michael J. Jandernoa, David W. Joos, Elizabeth Valk Long, Robert C. Pew III, Peter M. Wege II, P. Craig Welch, Jr. and Kate Pew Wolters are independent. James P. Hackett and William P. Crawford were not found to be independent.

The Steelcase Foundation

The Steelcase Foundation is mentioned in the above categorical independence standards. The Foundation was established in 1951 to make grants to non-profit organizations, projects and programs in the communities where our employees live and work. Established by the founders of Steelcase Inc., the Foundation seeks to give back to the communities that have been

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Executive Sessions of Non-Management Directors

The only member of the Board who is also a member of management is James P. Hackett, President and Chief Executive Officer. The Board meets quarterly in executive session without Mr. Hackett present. During these sessions, Robert C. Pew III, as Chairman of the Board, presides. Our Corporate Governance Principles provide that if the Chairman of the Board is a member of management, the non-management directors will designate a member to preside at the meetings.

Code of Ethics, Code of Business Conduct, Charters and Communications with Directors

The Board has adopted a Code of Ethics applicable to the chief executive and senior financial officers, as well as a Code of Business Conduct that applies to all employees and directors. Waivers of either code for a director or executive officer may only be approved by the Nominating and Corporate Governance Committee. Each of the codes, the Committee charters and information on how shareholders or other interested individuals can contact members of the Board of Directors and non-management directors is available on the corporate governance section of www.steelcase.com. Copies of the codes and charters can also be obtained by writing to: Steelcase Inc., Investor Relations, CH-3C, P.O. Box 1967, Grand Rapids, MI 49501-1967.

Audit Committee

Our Corporate Governance Principles prohibit any member of the Audit Committee from sitting on the audit committees of more than two other public companies. Additionally, the Board of Directors has designated Michael J. Jandernoa as an “audit committee financial expert” as defined by Securities and Exchange Commission (“SEC”) rules, based on his financial and accounting education and experience.

Director Attendance at Shareholder Meetings

The Board’s policy is that each of our directors is expected to attend the annual meeting of shareholders. All of the current directors attended the 2003 Annual Meeting.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee consists of five directors who are independent under NYSE listing standards. The Committee acts under a written charter adopted by the Board of Directors that is reviewed and assessed at least annually. A copy of the Audit Committee Charter, as amended by the Board of Directors in March 2004, is included as an appendix to this proxy statement.

Management is responsible for Steelcase’s financial reporting process and its internal controls regarding finance, accounting, legal compliance and ethics. BDO Seidman, LLP, Steelcase’s independent auditor, is responsible for performing an independent audit of Steelcase’s consolidated financial statements in accordance with auditing standards generally accepted in the United States and for issuing a report. The Committee’s role is to serve as an independent and objective party to monitor these processes on behalf of the Board of Directors and to review the audit efforts of Steelcase’s internal and independent auditors.

In this context, we have discussed with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61, Communications with Audit Committees, as amended. In addition, we received the written disclosures and letter from the independent auditor required by Independence Standards Board Standard No. 1 and reviewed, evaluated and discussed the written report and letter with that firm and its independence from Steelcase.

The Committee discussed with Steelcase’s internal and independent auditors the overall scope and plans for their respective audits. Steelcase’s audited financial statements were also reviewed and discussed with management. We met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of Steelcase’s internal controls and the overall quality of Steelcase’s financial reporting.

Based on the review and discussions referred to above, and relying on the representations of Steelcase’s management and the independent auditor’s report, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Steelcase’s Annual Report on Form 10-K for the fiscal year ended February 27, 2004.

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FEES PAID TO PRINCIPAL INDEPENDENT AUDITOR

The BDO Seidman fees for fiscal year 2004 (estimated) and fiscal year 2003 (actual) for work performed for Steelcase are as follows:

NOTES TO TABLE:

The Audit Committee has determined that providing the services reflected in the above table is compatible with the maintenance of BDO Seidman’s independence.

In addition, the Audit Committee has adopted a policy under which the Committee approves in advance recurring audit, audit-related and tax services rendered by BDO Seidman, subject to specific fee limits. If circumstances require hiring the independent auditors for services not previously pre-approved or that would exceed the fee limits previously set, the Audit Committee must pre-approve the new services and/or fee limits. The Chair of the Committee may approve specified services between regularly scheduled meetings of the Committee, subject to review by the full Committee at its next scheduled meeting. The fiscal year 2004 services and fees reflected in the above table were pre-approved by the Committee.

DIRECTORS’ COMPENSATION

In fiscal year 2004, we compensated our directors as follows:

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Mr. Jandernoa also received $9,500 for additional Audit Committee services in connection with the Committee’s review of the charges taken by the Company under Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.

Beginning in September 2003, 25% of the annual Board retainer is paid to directors in either:

Prior to September 2003, non-employee directors owning fewer than 1,000 shares of Steelcase stock were required to defer at least 25% of their retainer as a deemed investment in Steelcase Class A Common Stock under the Non-Employee Director Deferred Compensation Plan.

Each director is also reimbursed for out-of-pocket expenses incurred to attend Board and committee meetings. Mr. Hackett, as an employee, is not paid for his service as a director or committee member.

Each non-employee director can participate in the Steelcase Inc. Non-Employee Director Deferred Compensation Plan. Under this plan, directors may defer all or part of their retainer and/or committee fees until they no longer serve on our Board of Directors. A participating director may elect to have the deferred amount deemed as an investment in Steelcase Class A Common Stock or invested in any of several investment funds.

Each director participates in the Steelcase Inc. Incentive Compensation Plan. No awards were made to directors under this plan during fiscal year 2004.

Each non-employee director is eligible to receive health care coverage under our Benefit Plan for Outside Directors. In addition, William P. Crawford and Robert C. Pew III currently receive or are entitled to receive payments under supplemental retirement and/or deferred compensation arrangements that were in effect when their active employment with Steelcase ended.

Steelcase directors serving on a subsidiary’s board of directors are paid a retainer and/or fees for their attendance at meetings. During fiscal year 2004, Mr. Wege II was paid $8,000 and Mr. Crawford was paid $6,500 for such service. Directors are also reimbursed for out-of-pocket expenses incurred to attend these meetings.

STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The table below shows the amount of Steelcase common stock beneficially owned as of April 28, 2004 (unless another date is indicated) by any of the following:

Generally, a person “beneficially owns” shares if the person has or shares with others the right to vote those shares or to dispose of them, or if the person has the right to acquire voting or disposition rights within 60 days after April 28, 2004 (for example, by exercising options). In

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NOTES TO TABLE:

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REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee consists of five directors who are independent under NYSE listing standards and acts under a written charter adopted by the Board of Directors that is reviewed and assessed at least annually.

Overview

Steelcase values the contributions of all employees and shares profits through broad-based incentive arrangements designed to reward performance and motivate teamwork for our success. In line with this philosophy, the Committee’s objectives for executive compensation are to:

Each year the Committee reviews executive and non-executive compensation and benefit programs to assess their reasonableness and alignment with the Company’s compensation philosophy. During fiscal year 2004, the Committee also reviewed all components of compensation paid by the Company to each of its executive officers, including perquisites. The Committee believes that the Company’s executive compensation is consistent with its compensation philosophy and is not excessive.

In fiscal year 2004, the Committee engaged a leading compensation consulting firm to assist in assessing the reasonableness and competitiveness of the Company’s CEO and executive compensation. The consulting firm reported directly to the Committee and consulted with it regarding best practices in executive compensation and provided relevant market data comparisons for executive compensation.

Base Salary

The Company sets base salaries as one part of total direct compensation (base salary plus annual incentive) of our executives. Total direct compensation is targeted at the median level of our comparison group of companies. Annually, the Company reviews salaries relative to similar positions of responsibility within the comparable group and obtains supplemental information from other survey sources as necessary.

In determining the base salary of Mr. Hackett, the Committee considers market data from comparable companies and other factors identified during Mr. Hackett’s annual performance appraisal, including:

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Mr. Hackett is excluded from any portion of a Committee meeting in which his compensation is discussed. The Committee also meets regularly in executive session, with no members of management present.

On an annual basis, we review and evaluate the compensation of executive officers established by the CEO based on his assessment of individual performance and market data from comparable global industrial companies.

Annual and Long-Term Incentives

Annual and long term-incentives are tied to achieving specific financial goals. Consistent with market practice and our desire to motivate performance, incentive compensation opportunities represent a larger percentage of total compensation for executives than for other Company employees.

The Steelcase Inc. Management Incentive Plan (“MIP”) provides annual and long-term incentive compensation to participating employees. The annual and long-term bonus payments under this plan are determined based on economic value added (“EVA”). EVA is a profit measurement that reflects all of our operating costs, including the cost of capital.

At the beginning of each fiscal year, the Committee approves a target incentive schedule representing percentages of base salary for annual and long-term bonus payments. The Committee exercises discretion in setting the targets and considers factors such as the median of market data for similar incentives and Steelcase’s historical and projected performance. The long-term targets were increased in fiscal year 2004 to better reflect competitive levels.

The Committee sets the performance goals that must be achieved in order for a bonus to be awarded. At the end of each fiscal year, we review actual EVA performance and compare it to the EVA targets. The Committee then determines a “bonus multiple,” based upon both absolute EVA results and the growth in EVA. Target annual and long-term incentive percentages are multiplied by the bonus multiple to calculate each employee’s actual incentive percentages, which are then multiplied by the employee’s base pay to determine the annual and/or long-term incentive awards for the fiscal year.

In fiscal year 2004, the Committee changed the form of payment for long-term incentives. Previously, the long-term incentive was paid 75% in cash and 25% in stock options. Currently, the long-term incentive is paid 100% in cash and is typically paid over three years in substantially equal payments beginning one year after the year in which it is credited. The unpaid cash portion is generally adjusted at the end of each year based on the positive or negative change in shareholders’ equity for the fiscal year, before payment of dividends. In an effort to motivate and retain experienced management talent, for fiscal year 2004, the Committee approved a change allowing two-thirds of any long-term incentive award to be paid at the same time as the annual incentive.

The Committee retains the ability to award stock options but is not currently using this form of compensation, and no options were awarded in fiscal year 2004. At the beginning of fiscal year 2004, the Company adopted a policy of immediately recognizing an expense associated with the issuance of any new options. There are a number of options outstanding and the Company will expense those options as required by accounting regulations.

In fiscal year 2004, the Committee increased Mr. Hackett’s target annual incentive percentage from 65% to 70%, and increased his target long-term incentive percentage from 110% to 115%. Combined with the change noted above allowing two-thirds of any long-term incentive award to be paid at the same time as the annual incentive, Mr. Hackett’s fiscal year 2004 annual target

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For fiscal year 2004, the Committee imposed a requirement that certain profitability requirements be met in order for a bonus to be paid. Steelcase’s actual performance was below the established levels. Accordingly, employees, including Mr. Hackett, did not earn any annual incentives and no long-term amounts were credited under this plan. The negative change in equity for fiscal year 2004 was applied to the long-term incentive account.

Equity-Based Compensation

To remain competitive with market levels and to support our desire to align management with the interests of shareholders, the Committee awarded shares of restricted stock in fiscal year 2004 to members of the executive management team, including the executive officers named in the following tables. Dividends are paid quarterly on the restricted stock, which remains unvested until 2006, when it fully vests. In the case of expatriate executives, restricted units were issued. Dividend equivalents are paid quarterly on the restricted units, which remain unvested until 2006, when they fully vest.

Tax Deductibility

The Company also considers the tax deductibility of compensation paid to certain executive officers. Section 162(m) of the Internal Revenue Code generally limits the tax deductibility of annual compensation paid to certain officers to $1 million. The Committee’s goal is to structure the compensation paid to these individuals to maximize deductibility for federal income tax purposes. However, when deemed necessary, the Committee retains the flexibility to authorize compensation that may not be deductible to promote incentive and retention goals.

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EXECUTIVE COMPENSATION, RETIREMENT PROGRAMS

Summary Compensation Table

The table below shows compensation information for James P. Hackett, who served as the President and Chief Executive Officer in fiscal year 2004, and our four next highly paid executive officers as of the end of fiscal year 2004.

NOTES TO TABLE:

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Aggregated Option Exercises in the Last Fiscal Year and Option Values at Fiscal Year End

The table below shows information concerning the options exercised in fiscal year 2004 by each of the executive officers named in the Summary Compensation Table and the value of the options held by them at the end of fiscal year 2004. No stock appreciation rights are held by any of our officers.