EXHIBIT 99.2

                                     PROXY
                           WHOLE FOODS MARKET, INC.


     The undersigned hereby (a) acknowledges receipt of the Notice of the
Special Meeting of Shareholders of Whole Foods Market, 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 John Mackey and
Glenda Flanagan, 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 ISSUANCE OF SHARES OF THE COMPANY'S COMMON STOCK
PURSUANT TO THE MERGER OF A WHOLLY OWNED SUBSIDIARY OF THE COMPANY INTO AMRION,
INC.

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

PROPOSAL TO APPROVE THE AMENDMENT TO THE 1992 STOCK OPTION PLAN FOR TEAM MEMBERS
TO INCREASE THE NUMBER OF SHARES ISSUABLE UPON THE EXERCISE OF STOCK OPTIONS
UNDER THE PLAN TO 4 MILLION SHARES OF COMMON STOCK.

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

PROPOSAL TO APPROVE THE AMENDMENT TO THE 1992 STOCK OPTION PLAN FOR TEAM MEMBERS
TO LIMIT THE NUMBER OF SHARES OF THE COMPANY'S COMMON STOCK UNDERLYING OPTIONS
GRANTED UNDER THE PLAN WHICH MAY BE GRANTED TO ANY TEAM MEMBER DURING ANY FISCAL
YEAR TO NOT MORE THAN 100,000 SHARES.

             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 PROPOSALS.

     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.