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): October 1, 2004

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

         Texas                     0-19797                   74-1989366
       (State of               (Commission File            (IRS Employer
    incorporation)                 Number)             Identification Number)

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

Registrant's telephone number, including area code:   (512) 477-5566

Check the appropriate  box if the Form 8-K filing is intended to  simultaneously
satisfy the reporting  obligation of the  registrant  under any of the following
provisions:

[ ]   Written communications pursuant to Rule 425 under the Securities Act
[ ]   Soliciting material pursuant to Rule 14a-12 of the Exchange Act
[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act
[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act




Item 5.02. Departure of Directors or Principal Officers;  Election of Directors;
Appointment of Principal Officers.

(c) At a meeting held on September 22, 2004, our board of directors elected A.C.
Gallo and Walter Robb to the positions of Co-President and elected Lee Valkenaar
to the newly created position of Executive Vice President of Retail Support.  We
also  created  the Rocky  Mountain  and  Pacific  Northwest  regions  as two new
operating regions, and named Will Paradise and Ron Megahan, respectively, as the
Regional  Presidents of these new regions.  The Northern  California region will
now be led by  Anthony  Gilmore,  formerly  Regional  President  of the  Midwest
region. We announced these changes in our press release dated October 1, 2004.

      Set  forth  below  is  biographical  information  regarding  each  of  the
foregoing persons:

A.C. Gallo has served as Executive  Vice President of Operations  since February
2001.  Mr.  Gallo has held various  positions  with the Company and with Bread &
Circus,  Inc., which was acquired by the Company in October 1992, including Vice
President  and  President  of the  Northeast  Region.  His title was expanded in
December of 2003 to include "Chief  Operating  Officer" in order to more clearly
reflect the full scope of his responsibilities.

Anthony  Gilmore has served as  President of the Midwest  Region  since  January
2002.  Mr Gilmore  has held  various  positions  with the  Company  since  1996,
including  Store Team Leader,  Vice  President  and  President of the  Southwest
Region.

Ron Megahan has served as President of the  Northern  Pacific  Region since June
2001.  Mr.  Megahan  has held  various  positions  with the  Company  since 1989
including Store Team Leader.

Will  Paradise  has served as President of the  Southwest  Region since  January
2002.  Mr.  Paradise has held  various  positions  with the Company  since 1990,
including Store Team Leader,  Vice President of the Northern  Pacific Region and
Vice President of the Southwest Region.

Walter Robb has served as Executive Vice President of Operations  since February
2001.  Since joining the Company in 1991, Mr. Robb has also served as Store Team
Leader and President of the Northern  Pacific Region.  His title was expanded in
December of 2003 to include "Chief  Operating  Officer" in order to more clearly
reflect the full scope of his responsibilities.

Lee  Valkenaar  has served as President of the  Mid-Atlantic  Region since March
2001.  Mr.  Valkenaar  has held various  positions  with the Company since 1987,
including  Store Team Leader,  Vice  President  and  President of the  Southwest
Region.

Item 7.01. Regulation FD Disclosure.

On  October  1,  2004,  we issued a press  release  regarding  the  developments
described  in Item  5.02(c)  above.  A copy of the press  release  is  furnished
herewith as Exhibit 99.1.

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    Whole Foods Market  601 N. Lamar #300  Austin, Texas 78703  512.477.4455
                        http://www.wholefoodsmarket.com

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Item 9.01. Financial Statements and Exhibits

(c)   Exhibits.

            Exhibit 99.1-- Press release, dated October 1, 2004

      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: October 1, 2004               By: /s/  Glenda Flanagan.
                                        ---------------------
                                             Glenda Flanagan
                                             Executive Vice President and
                                             Chief Financial Officer

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    Whole Foods Market  601 N. Lamar #300  Austin, Texas 78703  512.477.4455
                        http://www.wholefoodsmarket.com

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