Exhibit 3.2


                            CERTIFICATE OF AMENDMENT
                                       OF
                    AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           UNITED NATURAL FOODS, INC.

      Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, United Natural Foods, Inc., a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify:

      FIRST: That the Board of Directors of the Corporation, by unanimous
written action dated as of November 6, 1998, duly adopted resolutions proposing
and declaring advisable the following amendment to the Amended and Restated
Certificate of Incorporation of the Corporation:

RESOLVED:   That the Amended and Restated Certificate of Incorporation of the
            Corporation be amended by deleting the first paragraph of Article
            FOURTH in its entirety and inserting the following in lieu thereof:

                  "FOURTH. The total number of shares of all classes of stock
            which the Corporation shall have authority to issue is (i) Fifty
            Million (50,000,000) shares of Common Stock, $.01 par value per
            share ("Common Stock"), and (ii) Five Million (5,000,000) shares of
            Preferred Stock, $.01 par value per share ("Preferred Stock"), which
            may be issued from time to time in one or more series as set forth
            in Part B of this Article FOURTH."

      SECOND: That the stockholders of the Corporation, at the 1998 Annual
Meeting of Stockholders held on December 18, 1998, duly approved said proposed
Certificate of Amendment of Amended and Restated Certificate of Incorporation in
accordance with Section 242 of the General Corporation Law of the State of
Delaware.





      IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its Chief Executive Officer on this 18th day of
December, 1998.


                        UNITED NATURAL FOODS, INC.


                        By: /s/ Norman A. Cloutier
                            -----------------------
                              Norman A. Cloutier
                              Chief Executive Officer


                                       -2-