SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

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

         Date of Report (Date of earliest event reported): July 28, 2004

                            WHOLE FOODS MARKET, INC.
             (Exact name of registrant as specified in its charter)

Texas                              0-19797                   74-1989366
(State of                      (Commission File              (IRS employment
incorporation)                     Number)                   identification no.)

                        601 North Lamar Blvd., Suite 300
                               Austin, Texas 78703
                    (Address of principal executive offices)

               Registrant's telephone number, including area code:
                                  512-477-4455



                                Table of Contents

Item 7. Financial Statements and Exhibits

Item 12. Results of Operations and Financial Condition

Signatures

Item 7. Financial Statements and Exhibits.

(c)   Exhibits.

      Exhibit 99.1  Whole Foods Market, Inc. press release, dated July 28, 2004.

Item 12. Results of Operations and Financial Condition.

On July 28, 2004, the Company  issued a press release  announcing its results of
operations  for its third fiscal quarter ended July 4, 2004. A copy of the press
release is furnished herewith as Exhibit 99.1.

In addition to reporting financial results in accordance with generally accepted
accounting  principles,  or GAAP,  the Company  provides  information  regarding
adjusted net income,  adjusted  diluted  earnings  per share and Economic  Value
Added ("EVA") in the press release as additional information about its operating
results.  These measures are not in accordance with, or an alternative to, GAAP.
The  Company's  management  believes  that these  presentations  provide  useful
information to management,  analysts and investors  regarding certain additional
financial  and  business  trends  relating  to its  results  of  operations  and
financial condition.  In addition,  management uses these measures for reviewing
the financial results of the Company and for incentive  compensation and capital
planning purposes.  The press release includes tabular  reconciliations of these
non-GAAP financial measures to GAAP net income, which the Company believes to be
the most directly comparable GAAP financial measure.

The  information  contained in the attached  Exhibit 99.1 is being furnished and
shall not be  deemed  "filed"  for  purposes  of  Section  18 of the  Securities
Exchange Act of 1934, as amended,  or otherwise  subject to the  liabilities  of
that Section,  and shall not be incorporated by reference into any  registration
statement or other  document filed under the Securities Act of 1933, as amended,
or the  Exchange  Act,  except  as  shall be  expressly  set  forth by  specific
reference in such filing.


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Signatures

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                          WHOLE FOODS MARKET, INC.

Date: July 28, 2004                       By: /s/ Glenda Flanagan
                                              ----------------------------------
                                              Glenda Flanagan,
                                              Executive Vice President and Chief
                                              Financial Officer


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