EXHIBIT 8

                                 [LETTERHEAD]




  (214) 953-0053

                                  July 5, 1996



Whole Foods Market, Inc.
601 N. Lamar Blvd., Suite #300
Austin, Texas  78703

Gentlemen:

     This will confirm that we have advised Whole Foods Market, Inc. and 
Whole Foods Market Mid-Atlantic, Inc. (the "Subsidiary") with respect to 
certain federal income tax aspects of the proposed merger of the Subsidiary 
into Fresh Fields Market, Inc. ("Fresh Fields").  Such advice formed the 
basis for the descriptions of the selected federal income tax consequences of 
the proposed merger appearing under the captions "Summary of Proxy 
Statement/Prospectus--Federal Income Tax Consequences" and "The 
Merger--Federal Income Tax Consequences" in the Proxy Statement/Prospectus 
included in the Registration Statement on Form S-4 (the "Registration 
Statement"), filed with the Securities and Exchange Commission under the 
Securities Act of 1933, as amended.  Such description does not purport to 
discuss all possible federal income tax ramifications of the proposed merger. 
With respect to the tax consequences which are discussed under the captions 
"Summary of Proxy Statement/Prospectus--Federal Income Tax Consequences" and 
"The Merger--Federal Income Tax Consequences" in the Proxy Statement/ 
Prospectus, we are of the opinion that the discussion correctly states the 
material federal income tax consequences of the proposed merger to the 
stockholders of Fresh Fields and the applicable principles of existing law.

     We consent to the use of this letter as an exhibit to the Registration 
Statement. By giving such consent, we do not thereby admit that we are 
experts with respect to this letter, as that term is used in the Securities 
Act of 1933, as amended, or the rules and regulations of the Securities and 
Exchange Commission thereunder.

                                  Very truly yours,



                                  Crouch & Hallett, LLP