As filed with the Securities and Exchange Commission on June 24, 2002
                                                   Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             -----------------------

                            WHOLE FOODS MARKET, INC.
             (Exact name of registrant as specified in its charter)

             Texas                                               74-1989366
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

      601 N. Lamar Blvd., Suite 300
              Austin, Texas                                         78703
(Address of principal executive offices)                         (Zip Code)
                             -----------------------

                               Whole Foods Market
                             401(k) Retirement Plan
                            (Full title of the plan)
                             -----------------------

              Glenda J. Flanagan                                Copy to:
Vice President and Chief Financial Officer               W. Alan Kailer, Esq.
          Whole Foods Market, Inc.                       Jenkens & Gilchrist,
       601 N. Lamar Blvd., Suite 300                 A Professional Corporation
            Austin, Texas 78703                     1445 Ross Avenue, Suite 3200
              (512) 477-5566                             Dallas, Texas  75202
   (Name, address and telephone number
including area code of agent for service)

---------------------
<TABLE>
<CAPTION>

                                         CALCULATION OF REGISTRATION FEE

=====================================================================================================================

                                                            Proposed                Proposed
         Title of                    Amount                  Maximum                 maximum            Amount of
        Securities                   to be                  Offering                aggregate         Registration
           To be               registered (1) (2)             Price                 offering             Fee (4)
        Registered                                      per share (3)(4)          price (3)(4)
---------------------------------------------------------------------------------------------------------------------
<S>                               <C>                          <C>                 <C>                   <C>
Common Stock (no par value        40,000 Shares                $46.49              $1,859,600            $171.00
per share)
=====================================================================================================================

<FN>

(1)  Consists  of  shares of  common  stock of Whole  Foods  Market,  Inc.  (the
     "Company")  available for purchase by employees of the Company  pursuant to
     the Whole Foods Market 401(k)  Retirement  Plan (the "Plan").  In addition,
     pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the Plan.

(2)  Pursuant  to  Rule  416,  this  registration  statement  also  covers  such
     additional  shares as may  hereinafter  be  offered  or  issued to  prevent
     dilution resulting from stock splits, stock dividends, recapitalizations or
     certain other capital adjustments.

(3)  Estimated solely for purpose of calculating the registration fee.

(4)  Calculated pursuant to Rule 457(c) and 457(h).  Accordingly,  the price per
     share of common stock offered hereunder  pursuant to the Plan is calculated
     to be $46.49,  which is the  average of the  highest  and lowest  price per
     share of common stock on the Nasdaq National Market on June 19, 2002.

</FN>
</TABLE>


<PAGE>





                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or
given  to the  Plan  participant  as  specified  by  Rule  428(b)(1)  under  the
Securities Act of 1933.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The registrant (the "Company") and the Whole Foods Market 401(k) Retirement
Plan (the "Plan") hereby incorporate by reference in this registration statement
the following documents  previously filed by the Company with the Securities and
Exchange Commission (the "Commission"):

     (1) The Company's  Annual Report on Form 10-K filed with the Commission for
the fiscal year ended September 30, 2001;

     (2) The  Company's  Quarterly  Report  on Form 10-Q for the  quarters ended
January 20, 2002 and April 14, 2002; and

     (3) The  description  of the Common  Stock of the  Company set forth in the
registration  statement  on Form 8-A filed with the  Commission  on January  14,
1992,  including  any amendment or report filed for the purpose of updating such
description.

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  subsequent to the date of this  registration  statement
shall be deemed to be  incorporated  herein by reference and to be a part hereof
from the date of the filing of such  documents  until  such time as there  shall
have been filed a  post-effective  amendment  that indicates that all securities
offered  hereby  have been sold or that  deregisters  all  securities  remaining
unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

     Article 2.02-1 of the Texas Business  Corporation Act provides that a Texas
corporation  may  indemnify  its  directors  and  officers   against   expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by them in connection  with any suit or  proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
corporation)  if, in  connection  with the matters in issue,  they acted in good
faith and in a manner they reasonably  believed to be in, or not opposed to, the
best interests of the corporation,  and, in connection with any criminal suit or
proceeding,  if in connection with the matters in issue,  they had no reasonable
cause to believe their conduct was unlawful.

     The Company's  Restated Articles of Incorporation  provide that no director
shall be liable to the  Company or its  shareholders  for  monetary  damages for
breach of  fiduciary  duty,  provided  that the  liability


<PAGE>


of a  director  is not  limited  for (i) any  breach of the  director's  duty of
loyalty to the Company or its  shareholders,  (ii) acts or omissions not in good
faith or which involve intentional misconduct or knowing violation of law, (iii)
an act related to an unlawful stock repurchase or repayment of a dividend,  (iv)
any transaction from which such director derived an improper personal benefit or
(v) an act or  omission  for which the  liability  of a  director  is  expressly
provided by law.

     Article IX of the Company's bylaws provides,  in general,  that the Company
shall indemnify its directors and officers under the circumstances defined under
the Texas Business Corporation Act. The Company has obtained an insurance policy
insuring the directors and officers of the Company against certain  liabilities,
if any, that arise in connection  with the performance of their duties on behalf
of the Company and its subsidiaries.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

         (a)      Exhibits.

                  The following documents are filed as a part of this
                  registration statement.

         Exhibit        Description of Exhibit
         -------        ----------------------

         4.1*              Whole Foods Market 401(k) Retirement Plan.

         4.2*              Amendment No. One to the Whole Foods Market 401(k)
                           Retirement Plan.

         5.1*              Opinion of Jenkens & Gilchrist, a Professional
                           Corporation.

         23.1*             Consent of Jenkens & Gilchrist, a Professional
                           Corporation (included in their opinion filed as
                           Exhibit 5.1 hereto).

         23.2*             Consent of KPMG LLP.

         23.3*             Consent of Ernst & Young LLP.

         24*               Power of Attorney (included with signature page of
                           this Registration Statement).
---------

         *        Filed herewith.


     The undersigned Company hereby undertakes to submit, or has submitted,  the
Plan and any amendments  thereto to the Internal  Revenue  Service  ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan.


Item 9.  Undertakings.

         (a)      The Company hereby undertakes:

                  (1) To file, during  any period in  which offers or  sales are
being made, a post-effective amendment to this Registration Statement:

                      (i)   To include any prospectus  required by section 10(a)
(3) of the Securities Act;


<PAGE>


                      (ii)  To reflect in  the  prospectus  any  facts or events
arising  after the  effective  date of the  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
Registration Statement;

                      (iii) To include any material information  with respect to
the plan of distribution not previously disclosed in the Registration  Statement
or any material change to such information in the Registration Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Company  pursuant to Section 13 or Section  15(d) of the  Exchange  Act that are
incorporated by reference in the Registration Statement.

                  (2) That, for the purpose  of determining any  liability under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove  from registration  by means of a post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to  Section  13(a)  or  Section  15(d) of the  1934  Act  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d)  of the  1934  Act)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.



<PAGE>


                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
as amended,  the registrant  certifies that it has reasonable grounds to believe
that it meets all the  requirements  for filing on Form S-8 and has duly  caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized, in the City of Austin, Texas, on June 20, 2002.

                                                  WHOLE FOODS MARKET, INC.


                                                  By:  /s/ John P. Mackey
                                                       -------------------------
                                                       John P. Mackey
                                                       Chairman of the Board and
                                                       Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears  below  hereby  constitutes  and  appoints  John P.  Mackey  and  Glenda
Flanagan,  or either of them, his true and lawful  attorneys-in-fact and agents,
with full power of substitution and  resubstitution for him or her and in his or
her  name,  place  and  stead,  in any and all  capacities,  to sign  any or all
amendments  to this  Registration  Statement,  and to file  the  same  with  all
exhibits  thereto and other  documents in  connection  therewith,  with the SEC,
granting unto each of said  attorney-in-fact  and agent full power and authority
to do and perform  each and every act and thing  requisite  and  necessary to be
done in connection therewith,  as fully to all intents and purposes as he or she
might or could do in person hereby  ratifying and  confirming  that each of said
attorney-in-fact and agent or his substitute may lawfully do or cause to be done
by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates included:


<TABLE>
<CAPTION>


Signature                                            Capacity                               Date
---------                                            --------                               ----
<S>                                         <C>                                         <C>
/s/ John P. Mackey                          Chairman of the Board and                   June 20, 2002
--------------------------------            Chief Executive Officer
John P. Mackey                              (Principal Executive Officer)

/s/ Glenda Flanagan                         Chief Financial Officer                     June 20, 2002
-------------------------------             (Principal Financial Officer)
Glenda Flanagan

/s/ David W. Dupree                         Director                                    June 19, 2002
------------------------------
David W. Dupree

/s/ Dr. John B. Elstrott                    Director                                    June 14, 2002
--------------------------------
Dr. John B. Elstrott

________________________                    Director                                    June __, 2002
Avram J. Goldberg

/s/ Dr. Ralph Z. Sorenson                   Director                                    June 20, 2002
--------------------------------
Dr. Ralph Z. Sorenson

/s/ Linda A. Mason                          Director                                    June 17, 2002
-----------------------------------
Linda A. Mason

</TABLE>

<PAGE>


     The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
plan  administrator has duly caused this registration  statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Austin,
State of Texas, on June 20, 2002:


                                           WHOLE FOODS MARKET
                                           401(K) RETIREMENT PLAN

                                           By:  WHOLE FOODS MARKET, INC.,
                                                Plan Administrator

                                                By: /s/ Glenda Flanagan
                                                   -----------------------------
                                                Name: Glenda Flanagan
                                                Title: Executive Vice President,
                                                       Chief Financial Officer



<PAGE>



                                INDEX TO EXHIBITS

         Exhibit           Description of Exhibit
         -------           ----------------------

         4.1*              Whole Foods Market 401(k) Retirement Plan.

         4.2*              Amendment No. One to the Whole Foods Market 401(k)
                           Retirement Plan.

         5.1*              Opinion of Jenkens & Gilchrist, a Professional
                           Corporation.

         23.1*             Consent of Jenkens & Gilchrist, a Professional
                           Corporation (included in their opinion filed as
                           Exhibit 5.1 hereto).

         23.2*             Consent of KPMG LLP.

         23.3*             Consent of Ernst & Young LLP.

         24*               Power of Attorney (included with signature page of
                           this Registration Statement).

-------------------

         *        Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "forms8-62402.txt", "description": "FORM S-8 FILED 6-24-02", "secsgml_size_bytes": 18809}]
{"company-data": {"conformed-name": "WHOLE FOODS MARKET INC", "cik": "0000865436", "assigned-sic": "5411", "irs-number": "741989366", "state-of-incorporation": "TX", "fiscal-year-end": "0929"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91086", "film-number": "02685742"}, "business-address": {"street1": "601 N LAMAR BLVD", "street2": "STE 300", "city": "AUSTIN", "state": "TX", "zip": "78703", "phone": "5124774455"}, "mail-address": {"street1": "601 N LAMAR BLVD", "street2": "STE 300", "city": "AUSTIN", "state": "TX", "zip": "78703"}}
As filed with the Securities and Exchange Commission on June 24, 2002
                                                   Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             -----------------------

                            WHOLE FOODS MARKET, INC.
             (Exact name of registrant as specified in its charter)

             Texas                                               74-1989366
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

      601 N. Lamar Blvd., Suite 300
              Austin, Texas                                         78703
(Address of principal executive offices)                         (Zip Code)
                             -----------------------

                               Whole Foods Market
                             401(k) Retirement Plan
                            (Full title of the plan)
                             -----------------------

              Glenda J. Flanagan                                Copy to:
Vice President and Chief Financial Officer               W. Alan Kailer, Esq.
          Whole Foods Market, Inc.                       Jenkens & Gilchrist,
       601 N. Lamar Blvd., Suite 300                 A Professional Corporation
            Austin, Texas 78703                     1445 Ross Avenue, Suite 3200
              (512) 477-5566                             Dallas, Texas  75202
   (Name, address and telephone number
including area code of agent for service)

---------------------
CALCULATION OF REGISTRATION FEE

=====================================================================================================================

                                                            Proposed                Proposed
         Title of                    Amount                  Maximum                 maximum            Amount of
        Securities                   to be                  Offering                aggregate         Registration
           To be               registered (1) (2)             Price                 offering             Fee (4)
        Registered                                      per share (3)(4)          price (3)(4)
---------------------------------------------------------------------------------------------------------------------
Common Stock (no par value        40,000 Shares                $46.49              $1,859,600            $171.00
per share)
=====================================================================================================================
(1)  Consists  of  shares of  common  stock of Whole  Foods  Market,  Inc.  (the
     "Company")  available for purchase by employees of the Company  pursuant to
     the Whole Foods Market 401(k)  Retirement  Plan (the "Plan").  In addition,
     pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the Plan.

(2)  Pursuant  to  Rule  416,  this  registration  statement  also  covers  such
     additional  shares as may  hereinafter  be  offered  or  issued to  prevent
     dilution resulting from stock splits, stock dividends, recapitalizations or
     certain other capital adjustments.

(3)  Estimated solely for purpose of calculating the registration fee.

(4)  Calculated pursuant to Rule 457(c) and 457(h).  Accordingly,  the price per
     share of common stock offered hereunder  pursuant to the Plan is calculated
     to be $46.49,  which is the  average of the  highest  and lowest  price per
     share of common stock on the Nasdaq National Market on June 19, 2002.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or
given  to the  Plan  participant  as  specified  by  Rule  428(b)(1)  under  the
Securities Act of 1933.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The registrant (the "Company") and the Whole Foods Market 401(k) Retirement
Plan (the "Plan") hereby incorporate by reference in this registration statement
the following documents  previously filed by the Company with the Securities and
Exchange Commission (the "Commission"):

     (1) The Company's  Annual Report on Form 10-K filed with the Commission for
the fiscal year ended September 30, 2001;

     (2) The  Company's  Quarterly  Report  on Form 10-Q for the  quarters ended
January 20, 2002 and April 14, 2002; and

     (3) The  description  of the Common  Stock of the  Company set forth in the
registration  statement  on Form 8-A filed with the  Commission  on January  14,
1992,  including  any amendment or report filed for the purpose of updating such
description.

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  subsequent to the date of this  registration  statement
shall be deemed to be  incorporated  herein by reference and to be a part hereof
from the date of the filing of such  documents  until  such time as there  shall
have been filed a  post-effective  amendment  that indicates that all securities
offered  hereby  have been sold or that  deregisters  all  securities  remaining
unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

     Article 2.02-1 of the Texas Business  Corporation Act provides that a Texas
corporation  may  indemnify  its  directors  and  officers   against   expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by them in connection  with any suit or  proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
corporation)  if, in  connection  with the matters in issue,  they acted in good
faith and in a manner they reasonably  believed to be in, or not opposed to, the
best interests of the corporation,  and, in connection with any criminal suit or
proceeding,  if in connection with the matters in issue,  they had no reasonable
cause to believe their conduct was unlawful.

     The Company's  Restated Articles of Incorporation  provide that no director
shall be liable to the  Company or its  shareholders  for  monetary  damages for
breach of  fiduciary  duty,  provided  that the  liability
of a  director  is not  limited  for (i) any  breach of the  director's  duty of
loyalty to the Company or its  shareholders,  (ii) acts or omissions not in good
faith or which involve intentional misconduct or knowing violation of law, (iii)
an act related to an unlawful stock repurchase or repayment of a dividend,  (iv)
any transaction from which such director derived an improper personal benefit or
(v) an act or  omission  for which the  liability  of a  director  is  expressly
provided by law.

     Article IX of the Company's bylaws provides,  in general,  that the Company
shall indemnify its directors and officers under the circumstances defined under
the Texas Business Corporation Act. The Company has obtained an insurance policy
insuring the directors and officers of the Company against certain  liabilities,
if any, that arise in connection  with the performance of their duties on behalf
of the Company and its subsidiaries.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

         (a)      Exhibits.

                  The following documents are filed as a part of this
                  registration statement.

         Exhibit        Description of Exhibit
         -------        ----------------------

         4.1*              Whole Foods Market 401(k) Retirement Plan.

         4.2*              Amendment No. One to the Whole Foods Market 401(k)
                           Retirement Plan.

         5.1*              Opinion of Jenkens & Gilchrist, a Professional
                           Corporation.

         23.1*             Consent of Jenkens & Gilchrist, a Professional
                           Corporation (included in their opinion filed as
                           Exhibit 5.1 hereto).

         23.2*             Consent of KPMG LLP.

         23.3*             Consent of Ernst & Young LLP.

         24*               Power of Attorney (included with signature page of
                           this Registration Statement).
---------

         *        Filed herewith.

     The undersigned Company hereby undertakes to submit, or has submitted,  the
Plan and any amendments  thereto to the Internal  Revenue  Service  ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan.

Item 9.  Undertakings.

         (a)      The Company hereby undertakes:

                  (1) To file, during  any period in  which offers or  sales are
being made, a post-effective amendment to this Registration Statement:

                      (i)   To include any prospectus  required by section 10(a)
(3) of the Securities Act;
(ii)  To reflect in  the  prospectus  any  facts or events
arising  after the  effective  date of the  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
Registration Statement;

                      (iii) To include any material information  with respect to
the plan of distribution not previously disclosed in the Registration  Statement
or any material change to such information in the Registration Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Company  pursuant to Section 13 or Section  15(d) of the  Exchange  Act that are
incorporated by reference in the Registration Statement.

                  (2) That, for the purpose  of determining any  liability under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove  from registration  by means of a post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to  Section  13(a)  or  Section  15(d) of the  1934  Act  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d)  of the  1934  Act)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
as amended,  the registrant  certifies that it has reasonable grounds to believe
that it meets all the  requirements  for filing on Form S-8 and has duly  caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized, in the City of Austin, Texas, on June 20, 2002.

                                                  WHOLE FOODS MARKET, INC.

                                                  By:  /s/ John P. Mackey
                                                       -------------------------
                                                       John P. Mackey
                                                       Chairman of the Board and
                                                       Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears  below  hereby  constitutes  and  appoints  John P.  Mackey  and  Glenda
Flanagan,  or either of them, his true and lawful  attorneys-in-fact and agents,
with full power of substitution and  resubstitution for him or her and in his or
her  name,  place  and  stead,  in any and all  capacities,  to sign  any or all
amendments  to this  Registration  Statement,  and to file  the  same  with  all
exhibits  thereto and other  documents in  connection  therewith,  with the SEC,
granting unto each of said  attorney-in-fact  and agent full power and authority
to do and perform  each and every act and thing  requisite  and  necessary to be
done in connection therewith,  as fully to all intents and purposes as he or she
might or could do in person hereby  ratifying and  confirming  that each of said
attorney-in-fact and agent or his substitute may lawfully do or cause to be done
by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates included:
Signature                                            Capacity                               Date
---------                                            --------                               ----
/s/ John P. Mackey                          Chairman of the Board and                   June 20, 2002
--------------------------------            Chief Executive Officer
John P. Mackey                              (Principal Executive Officer)

/s/ Glenda Flanagan                         Chief Financial Officer                     June 20, 2002
-------------------------------             (Principal Financial Officer)
Glenda Flanagan

/s/ David W. Dupree                         Director                                    June 19, 2002
------------------------------
David W. Dupree

/s/ Dr. John B. Elstrott                    Director                                    June 14, 2002
--------------------------------
Dr. John B. Elstrott

________________________                    Director                                    June __, 2002
Avram J. Goldberg

/s/ Dr. Ralph Z. Sorenson                   Director                                    June 20, 2002
--------------------------------
Dr. Ralph Z. Sorenson

/s/ Linda A. Mason                          Director                                    June 17, 2002
-----------------------------------
Linda A. Mason
The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
plan  administrator has duly caused this registration  statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Austin,
State of Texas, on June 20, 2002:

                                           WHOLE FOODS MARKET
                                           401(K) RETIREMENT PLAN

                                           By:  WHOLE FOODS MARKET, INC.,
                                                Plan Administrator

                                                By: /s/ Glenda Flanagan
                                                   -----------------------------
                                                Name: Glenda Flanagan
                                                Title: Executive Vice President,
                                                       Chief Financial Officer
INDEX TO EXHIBITS

         Exhibit           Description of Exhibit
         -------           ----------------------

         4.1*              Whole Foods Market 401(k) Retirement Plan.

         4.2*              Amendment No. One to the Whole Foods Market 401(k)
                           Retirement Plan.

         5.1*              Opinion of Jenkens & Gilchrist, a Professional
                           Corporation.

         23.1*             Consent of Jenkens & Gilchrist, a Professional
                           Corporation (included in their opinion filed as
                           Exhibit 5.1 hereto).

         23.2*             Consent of KPMG LLP.

         23.3*             Consent of Ernst & Young LLP.

         24*               Power of Attorney (included with signature page of
                           this Registration Statement).

-------------------

         *        Filed herewith.