EXHIBIT 99.1

                                     PROXY
                                  AMRION, INC.


     The undersigned hereby (a) acknowledges receipt of the Notice of the
Special Meeting of Shareholders of Amrion,  Inc. (the "Company") to be held on
September __, 1997, at 10:00 a.m., local time, and the Joint Proxy
Statement/Prospectus in connection therewith, and (b) appoints Mark Crossen and
Jeffrey S. Williams, and each of them, his proxies with full power of
substitution and revocation, for and in the name, place and stead of the
undersigned, to vote upon and act with respect to all of the shares of Common
Stock of the Company standing in the name of the undersigned or with respect to
which the undersigned is entitled to vote and act at said meeting or at any
adjournment thereof, and the undersigned directs that his proxy be voted as
follows:

    PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED JUNE 9, 1997, BY
    AND AMONG THE COMPANY, WHOLE FOODS MARKET, INC. AND A SUBSIDIARY OF WHOLE
    FOODS MARKET, INC.

        FOR             AGAINST           ABSTAIN
    ---             ---               ---        




 
     If more than one of the proxies listed on the reverse side shall be present
in person or by substitute at the meeting or any adjournment thereof, the
majority of said proxies so present and voting, either in person or by
substitute, shall exercise all of the powers hereby given.

     THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE.  IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE NAMED PROPOSAL.

     SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN ACCORDANCE
WITH THE SHAREHOLDERS SPECIFICATIONS ABOVE.  THIS PROXY CONFERS DISCRETIONARY
AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE TIME OF THE
MAILING OF THE NOTICE OF THE SPECIAL MEETING TO THE UNDERSIGNED.

     The undersigned hereby revokes any proxy or proxies heretofore given to
vote upon or act with respect to such stock and hereby ratifies and confirms all
that said proxies, their substitutes, or any of them, may lawfully do by virtue
hereof.

     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.

                                     Dated:
                                           -----------------------------

                                     -----------------------------------
                                                  Signature
                                  
                                     -----------------------------------
                                         (Signature if held jointly)

                                     Please date the proxy and sign your name
                                     exactly as it appears hereon. Where there
                                     is more than one owner, each should sign.
                                     When signing as an attorney, administrator,
                                     executor, guardian or trustee, please add
                                     your title as such. If executed by a
                                     corporation, the proxy should be signed by
                                     a duly authorized officer. Please sign the
                                     proxy and return it promptly whether or not
                                     you expect to attend the meeting. You may
                                     nevertheless vote in person if you do
                                     attend.