UNITED STATES
                      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: September 4, 2002




                            WILD OATS MARKETS, INC.
            (Exact name of registrant as specified in its charter)


           Delaware                      0-21577               84-1100630
(State or other jurisdiction of  Commission File Number     (I.R.S. Employer
incorporation or organization)                           Identification Number)




                              3375 Mitchell Lane
                            Boulder, Colorado 80301
         (Address of principal executive offices, including zip code)

                                (303) 440-5220
             (Registrant's telephone number, including area code)





                               TABLE OF CONTENTS

                                                                    Page
                                                                    ----
         Item 5.  Other Events.                                      1

         SIGNATURES                                                  1



Item 5.  Other Events

         On September 4, 2002, the Registrant completed the sale of 4,450,000
shares of its common stock, $.001 par value, at $11.50 per share, pursuant to
a registered public offering facilitated on a best efforts basis by J.P.
Morgan Securities Inc. ("JPMorgan") as placement agent. The net proceeds to
the Registrant are estimated to be $48,275,000 after deduction of the expenses
of the offering, including the fee of JPMorgan.

         The Registrant plans to use a portion of the proceeds of the
completed offering in connection with its aggressive new store development
program, under which it proposes to open up to 13 additional stores in 2003,
20 in 2004 and 25 in 2005. In addition, the Registrant intends to use a
portion of the proceeds for remodeling of certain of its 101 existing stores
and for the development of information systems and infrastructure aimed at
reducing costs and improving operating margins.




Exhibits

Exhibit 99.1      Press Release of the Registrant, dated September 4, 2002.





                                  SIGNATURES


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.


                                            Wild Oats Markets, Inc.


                                            By:   /s/ Freya R. Brier
                                               -----------------------------
                                            Name: Freya R. Brier
                                            Title: Vice President of Legal;
                                                   General Counsel
Date: September 5, 2002





Exhibit 99.1


FOR IMMEDIATE RELEASE
September 4, 2002
                                           Contact:  Sonja Tuitele
                                                     Corporate Communications
                                                     (720) 562-4984


         Wild Oats Markets, Inc. Announces Completion of Public Stock Offering

         BOULDER, Colorado, September 4, 2002 / PRNewswire / -- Wild Oats
Markets, Inc. (NASDAQ: OATS), a leading national natural and organic foods
retailer, today announced that it has completed the sale of 4,450,000 shares
of its common stock at a purchase price of $11.50 per share pursuant to a
registered public offering facilitated on a best efforts basis by J.P. Morgan
Securities Inc. ("JPMorgan") as placement agent. The net proceeds to the
company are estimated to be $48,275,000 after deduction of the expenses of the
offering, including the fee of JPMorgan.

         Wild Oats plans to use a portion of the proceeds of the completed
offering in connection with its aggressive new store development program,
under which it proposes to open up to 13 additional stores in 2003, 20 in 2004
and 25 in 2005. In addition, Wild Oats intends to use a portion of the
proceeds for remodeling of certain of its 101 existing stores and for the
development of information systems and infrastructure aimed at reducing costs
and improving operating margins.

         "We are very pleased to have completed this offering with such high
caliber investors", said Perry Odak, CEO of Wild Oats. "We are excited about
our future growth plans and look forward to finalizing leases quickly on a
number of strong new store sites we have identified."



About Wild Oats

         Wild Oats Markets, Inc. is a nationwide chain of natural and organic
foods markets in the U.S. and Canada. The Company currently operates 101
natural foods stores in 23 states and British Columbia, Canada. The Company's
markets include: Wild Oats Natural Marketplace, Henry's Marketplace, Nature's
- a Wild Oats Market, Sun Harvest and Capers Community Markets. For more
information, please visit the Company's website at www.wildoats.com.

Risk Factors and Uncertainties

         This news release contains forward-looking statements that involve
risks and uncertainties. Such forward-looking statements include the timing of
the closing of the offering described herein and the number, timing and
location of stores that the Company plans to open in the future and the future
financial measures and the prospects for favorable growth and performance.

         The statements made by the Company are based on management's present
expectations, and actual results may differ from the results indicated or
otherwise implied by such forward-looking statements due to certain risks and
uncertainties including, but not limited to, general economic conditions, the
impact of competition in certain regions, as well as other risks detailed from
time to time in the Company's SEC filings, including the Annual Report on Form
10-K for the fiscal year ended December 29, 2001, as well as quarterly reports
on Form 10-Q. These risk factors may not be an all-inclusive enumeration of
the business risks faced by Wild Oats. Investors should recognize that the
reliability of any projected financial data diminishes the farther in the
future the data are projected.

         The statements made by management of the Company and summarized above
represent their views as of the date of this press release, and it should not
be assumed that the statements made herein remain accurate as of any future
date. Wild Oats does not intend to update these statements and undertakes no
duty to any person to effect any such update under any circumstances.
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UNITED STATES
                      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: September 4, 2002

                            WILD OATS MARKETS, INC.
            (Exact name of registrant as specified in its charter)

           Delaware                      0-21577               84-1100630
(State or other jurisdiction of  Commission File Number     (I.R.S. Employer
incorporation or organization)                           Identification Number)

                              3375 Mitchell Lane
                            Boulder, Colorado 80301
         (Address of principal executive offices, including zip code)

                                (303) 440-5220
             (Registrant's telephone number, including area code)

                               TABLE OF CONTENTS

                                                                    Page
                                                                    ----
         Item 5.  Other Events.                                      1

         SIGNATURES                                                  1

Item 5.  Other Events

         On September 4, 2002, the Registrant completed the sale of 4,450,000
shares of its common stock, $.001 par value, at $11.50 per share, pursuant to
a registered public offering facilitated on a best efforts basis by J.P.
Morgan Securities Inc. ("JPMorgan") as placement agent. The net proceeds to
the Registrant are estimated to be $48,275,000 after deduction of the expenses
of the offering, including the fee of JPMorgan.

         The Registrant plans to use a portion of the proceeds of the
completed offering in connection with its aggressive new store development
program, under which it proposes to open up to 13 additional stores in 2003,
20 in 2004 and 25 in 2005. In addition, the Registrant intends to use a
portion of the proceeds for remodeling of certain of its 101 existing stores
and for the development of information systems and infrastructure aimed at
reducing costs and improving operating margins.

Exhibits

Exhibit 99.1      Press Release of the Registrant, dated September 4, 2002.

                                  SIGNATURES

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.

                                            Wild Oats Markets, Inc.

                                            By:   /s/ Freya R. Brier
                                               -----------------------------
                                            Name: Freya R. Brier
                                            Title: Vice President of Legal;
                                                   General Counsel
Date: September 5, 2002

Exhibit 99.1

FOR IMMEDIATE RELEASE
September 4, 2002
                                           Contact:  Sonja Tuitele
                                                     Corporate Communications
                                                     (720) 562-4984

         Wild Oats Markets, Inc. Announces Completion of Public Stock Offering

         BOULDER, Colorado, September 4, 2002 / PRNewswire / -- Wild Oats
Markets, Inc. (NASDAQ: OATS), a leading national natural and organic foods
retailer, today announced that it has completed the sale of 4,450,000 shares
of its common stock at a purchase price of $11.50 per share pursuant to a
registered public offering facilitated on a best efforts basis by J.P. Morgan
Securities Inc. ("JPMorgan") as placement agent. The net proceeds to the
company are estimated to be $48,275,000 after deduction of the expenses of the
offering, including the fee of JPMorgan.

         Wild Oats plans to use a portion of the proceeds of the completed
offering in connection with its aggressive new store development program,
under which it proposes to open up to 13 additional stores in 2003, 20 in 2004
and 25 in 2005. In addition, Wild Oats intends to use a portion of the
proceeds for remodeling of certain of its 101 existing stores and for the
development of information systems and infrastructure aimed at reducing costs
and improving operating margins.

         "We are very pleased to have completed this offering with such high
caliber investors", said Perry Odak, CEO of Wild Oats. "We are excited about
our future growth plans and look forward to finalizing leases quickly on a
number of strong new store sites we have identified."

About Wild Oats

         Wild Oats Markets, Inc. is a nationwide chain of natural and organic
foods markets in the U.S. and Canada. The Company currently operates 101
natural foods stores in 23 states and British Columbia, Canada. The Company's
markets include: Wild Oats Natural Marketplace, Henry's Marketplace, Nature's
- a Wild Oats Market, Sun Harvest and Capers Community Markets. For more
information, please visit the Company's website at www.wildoats.com.

Risk Factors and Uncertainties

         This news release contains forward-looking statements that involve
risks and uncertainties. Such forward-looking statements include the timing of
the closing of the offering described herein and the number, timing and
location of stores that the Company plans to open in the future and the future
financial measures and the prospects for favorable growth and performance.

         The statements made by the Company are based on management's present
expectations, and actual results may differ from the results indicated or
otherwise implied by such forward-looking statements due to certain risks and
uncertainties including, but not limited to, general economic conditions, the
impact of competition in certain regions, as well as other risks detailed from
time to time in the Company's SEC filings, including the Annual Report on Form
10-K for the fiscal year ended December 29, 2001, as well as quarterly reports
on Form 10-Q. These risk factors may not be an all-inclusive enumeration of
the business risks faced by Wild Oats. Investors should recognize that the
reliability of any projected financial data diminishes the farther in the
future the data are projected.

         The statements made by management of the Company and summarized above
represent their views as of the date of this press release, and it should not
be assumed that the statements made herein remain accurate as of any future
date. Wild Oats does not intend to update these statements and undertakes no
duty to any person to effect any such update under any circumstances.