As Filed With the Securities and Exchange Commission on October 29, 1998        
                                                     FILE NO. 333-
--------------------------------------------------------------------------------

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                                    --------

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


                  Delaware                                      84-1100630
       (State or other jurisdiction                          (I.R.S. Employer
     of incorporation or organization)                     Identification No.)

           1645 Broadway
            Boulder, Colorado                                            80302
  ( Address of principal executive offices)                           (Zip Code)


                           1996 EQUITY INCENTIVE PLAN
                            (As amended May 4, 1998)
                            (Full title of the Plan)
                                    ---------

                              Michael C. Gilliland
                     Chief Executive Officer With copies to:
                Wild Oats Markets, Inc. Francis R. Wheeler, Esq.
                     1645 Broadway Holme Roberts & Owen LLP
                Boulder, Colorado 80302 1700 Lincoln, Suite 4100
         (Name and address of agent for service) Denver, Colorado 80203
                                 (303) 861-7000
                                 (303) 440-5220
                     (Telephone number, including area code,
                              of agent for service)
<TABLE>
<CAPTION>


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

Title of                                  Proposed Maximum          Proposed Maximum
Securities to be        Amount to be       Offering                    Aggregate                 Amount of
Registered               Registered      Price Per Share(1)        Offering Price(1)        Registration Fee
-------------------------------------------------------------------------------------------------------------------
<S>                    <C>                       <C>                <C>                       <C>
Common Stock
(par value $.001)     121,940                    $   (1)            $         (1)            $       (1)
                       96,260                     25.00              2,406,500.00                 669.00
                       27,138 (3)                 26.50                719,157.00                 199.93
                          587 (4)                 22.53                 13,225.11                   3.68
                      579,075 (5)                 24.75             14,332,106.00               3,984.33
                      -------                                       -------------               --------
Total:                825,000 (6)                                    17,470,988.11              4,856.94
-------------------------------------------------------------------------------------------------------------------
</TABLE>


(1) In accordance with Rule 429(a) and Rule 416(b), this Registration  Statement
relates  to  121,940  shares  of  Common  Stock  (81,293  shares  prior  to  the
three-for-two split of the Registrant's Common Stock, payable on January 7, 1998
to  holders  of  record  on  December  22,  1997)  covered  by the  Registrant's
Registration  Statement on Form S-3 (File No. 333-40305).  Such shares are being
carried forward from such earlier Registration Statement in accordance with Rule
429(b). A filing fee of $939.09  associated with such shares was previously paid
with such earlier Registration Statement.

                                     Page 1

<PAGE>



(2) Estimated solely for the purpose of calculating the registration fee for the
shares being  registered  hereby pursant to Rule 457(h) under the Securities Act
of 1933, as amended (the "Act"), based on $25.00, the price at which the options
may be exercised.

(3) Estimated solely for the purpose of calculating the registration fee for the
shares being  registered  hereby  pursant to Rule 457(h) under the Act, based on
$26.50, the price at which the options may be exercised.

(4) Estimated solely for the purpose of calculating the registration fee for the
shares being  registered  hereby  pursant to Rule 457(h) under the Act, based on
$22.53, the price at which the options may be exercised.

(5) Estimated solely for the purpose of calculating the registration fee for the
shares being  registered  hereby  pursant to Rule 457(c) under the Act, based on
$24.75,  the average of the high and low prices  reported on the National Market
tier of the Nasdaq Stock Market on October 27, 1998.

(6) Covered by the 1996 Equity Incentive Plan.

                                     Page 2

<PAGE>



PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

         The  following  documents  filed  by  Wild  Oats  Markets,   Inc.  (the
"Company") with the Securities and Exchange  Commission (the  "Commission")  are
incorporated by reference into this Registration Statement:

         (1)   The  Company's  annual  report on Form 10-K for the  fiscal  year
               ended December 27, 1997, as amended on Form 10-K/A dated June 15,
               1998.

         (2)   The  Company's  Quarterly  Reports on Form 10-Q for the  quarters
               ended March 28, 1998 and June 27, 1998.

         (3)   The  Company's  Current  Report  on Form  8-K for an  event  that
               occurred on May 5, 1998.

         (4)   Pages  F-17  through  F-30 and  pages  F-36  through  F-45 of the
               Company's prospectus dated October 22, 1996.

         (5)   The description of the Company's  Common Stock which is contained
               in the  Company's  registration  statement  filed on October  17,
               1996,  including any amendment or report filed for the purpose of
               updating such description.

         (6)   All reports and other documents subsequently filed by the Company
               pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
               Exchange Act of 1934, as amended (the "Exchange  Act"),  prior to
               the filing of a post-effective  amendment that indicates that all
               securities  offered  have  been  sold  or  that  deregisters  all
               securities  then  remaining   unsold,   shall  be  deemed  to  be
               incorporated by reference in this  Registration  Statement and to
               be part  thereof  from the date of  filing  of such  reports  and
               documents.


Item 4.  Description of Securities

         Not Applicable.


Item 5.  Interests of Named Experts

         Not Applicable.


Item 6.  Indemnification of Directors and Officers

         Under Section 145 of the Delaware General  Corporation Law, the Company
has broad powers to indemnify  its directors  and officers  against  liabilities
they may incur in such capacities,  including  liabilities  under the Securities
Act. The  Company's  Bylaws also provide  that the Company  will  indemnify  its
directors  and officers and may  indemnify its employees and other agents to the
fullest  extent  permitted by Delaware  law,  provided that such person acted in
good  faith and in a manner  such  person  reasonably  believed  to be in or not
opposed to the best  interests of the Company and,  with respect to any criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

         The Company's Certificate of Incorporation provides for the elimination
of liability for monetary damages for breach of the directors' fiduciary duty of
care to the Company and its stockholders. These provisions do not

                                     Page 3

<PAGE>



eliminate  the  directors'  duty  of care  and,  in  appropriate  circumstances,
equitable  remedies such as injunctive or other forms of nonmonetary relief will
remain available under Delaware law. In addition, each director will continue to
be subject for  liability  for breach of the  director's  duty of loyalty to the
Company,  for  acts or  omissions  not in good  faith or  involving  intentional
misconduct,  for knowing  violations of law, for any transaction  from which the
director derived an improper personal  benefit,  and for payment of dividends or
approval of stock  repurchases or  redemptions  that are unlawful under Delaware
law. The provisions do not affect a director's  responsibilities under any other
laws,  such as the  federal  securities  laws or state or federal  environmental
laws.

         The Company has entered into  agreements with its directors and certain
executive  officers that require the Company to indemnify  such persons  against
expenses.   judgments,   fines,  settlements  and  other  amounts  actually  and
reasonably  incurred  (including  expenses of a derivative action) in connection
with any proceeding,  whether actual or threatened, to which any such person may
be made a party by reason of the fact that such  person is or was a director  or
officer of the Company,  provided that such  person's  conduct was not knowingly
fraudulent or deliberately  dishonest and did not constitute willful misconduct.
The indemnification agreements also set forth certain procedures that will apply
in the event of a claim for indemnification thereunder.

         The above discussion of the Company's Articles of Incorporation, Bylaws
and the Delaware  General  Corporation Law is only a summary and is qualified in
its entirety by the full text of each of the foregoing.


Item 7.  Exemption from Registration Claimed

         Not Applicable.


Item 8.  Exhibits

Exhibit No.       Description

5.1               Opinion of Holme Roberts & Owen LLP

23.1              Consent of PricewaterhouseCoopers LLP

23.2              Consent of Deloitte & Touche LLP

23.3              Consent  of Holme  Roberts  & Owen LLP is  contained  in its
                  legality opinion filed as Exhibit 5.1

24.1              Power of Attorney

99.1              Amendment to 1996 Equity Incentive Plan


Item 9.  Undertakings

         (a)      Rule 415 Offerings.

The undersigned registrant 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 of 1933;


                                     Page 4

<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. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was  registered) and any deviation from the high or low end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20% change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective 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;

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, 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)  Filings   incorporating   subsequent  Exchange  Act  documents  by
reference.

         The undersigned  registrant hereby undertakes that, for the purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and  where  applicable,  each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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)  Request  for   acceleration   of  effective   date  or  filing  of
registration statement on Form S-8.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant 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 registrant will, unless in the opinion of its counsel the matter
has been  settled  by  controlling  precedent,  submit  to a court of  competent
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                     Page 5

<PAGE>



                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of 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 Boulder, State of Colorado on October 29, 1998.

                               WILD OATS MARKETS, INC.,
                               a Delaware corporation


                               By: /s/  Mary Beth Lewis
                                        Mary Beth Lewis
                                        Vice President of Finance,
                                        Chief Financial Officer and Treasurer


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                        Title                                Date


                                         
Michael C. Gilliland*   Chief Executive Officer and Director    October 29, 1998
                        (Principal Executive Officer)


/s/  Mary Beth Lewis     
Mary Beth Lewis         Vice President of Finance,              October 29, 1998
                        Chief Financial Officer and 
                        Treasurer (Principal Financial
                        and Accounting Officer)


                                    
Elizabeth C. Cook*      Executive Vice President, 
                        Secretary and Director                  October 29, 1998


                                    
John Shields*            Chairman of the Board                  October 29, 1998


                                    
David Chamberlain*      Vice Chairman of the Board              October 29, 1998


                                    
David L. Ferguson*      Director                                October 29, 1998


                                    
James B. McElwee*       Director                                October 29, 1998


                                    
Brian K. Devine*        Director                                October 29, 1998
--------------------------------

*By: /s/  Mary Beth Lewis                         
         Mary Beth Lewis
         Attorney- in-fact


                                     Page 6

<PAGE>



INDEX TO EXHIBITS

Exhibit
Number                       Description                                    Page

5.1                      Opinion of Holme Roberts & Owen LLP                   8

23.1                    Consent of PricewaterhouseCoopers LLP                 10

23.2                    Consent of Deloitte & Touche LLP                      12

23.2                    Consent of Holme Roberts & Owen LLP
                            is contained in its legality opinion
                           filed as Exhibit 5.1

24.1              Power of Attorney                                           14

99.1              Amendment to the Company's 1996 Equity Incentive Plan       16

                                     Page 7
[{"type": "S-8", "sequence": "1", "description": "10/28/98 S-8", "secsgml_size_bytes": 18218}]
{"company-data": {"conformed-name": "WILD OATS MARKETS INC", "cik": "0000909990", "assigned-sic": "5412", "irs-number": "841100630", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66347", "film-number": "98733484"}, "business-address": {"street1": "1645 BROADWAY", "city": "BOULDER", "state": "CO", "zip": "80302", "phone": "3034405220"}, "mail-address": {"street1": "1645 BROADWAY", "city": "BOULDER", "state": "CO", "zip": "80302"}}
As Filed With the Securities and Exchange Commission on October 29, 1998        
                                                     FILE NO. 333-
--------------------------------------------------------------------------------

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                                    --------

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

                  Delaware                                      84-1100630
       (State or other jurisdiction                          (I.R.S. Employer
     of incorporation or organization)                     Identification No.)

           1645 Broadway
            Boulder, Colorado                                            80302
  ( Address of principal executive offices)                           (Zip Code)

                           1996 EQUITY INCENTIVE PLAN
                            (As amended May 4, 1998)
                            (Full title of the Plan)
                                    ---------

                              Michael C. Gilliland
                     Chief Executive Officer With copies to:
                Wild Oats Markets, Inc. Francis R. Wheeler, Esq.
                     1645 Broadway Holme Roberts & Owen LLP
                Boulder, Colorado 80302 1700 Lincoln, Suite 4100
         (Name and address of agent for service) Denver, Colorado 80203
                                 (303) 861-7000
                                 (303) 440-5220
                     (Telephone number, including area code,
                              of agent for service)
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------

Title of                                  Proposed Maximum          Proposed Maximum
Securities to be        Amount to be       Offering                    Aggregate                 Amount of
Registered               Registered      Price Per Share(1)        Offering Price(1)        Registration Fee
-------------------------------------------------------------------------------------------------------------------
Common Stock
(par value $.001)     121,940                    $   (1)            $         (1)            $       (1)
                       96,260                     25.00              2,406,500.00                 669.00
                       27,138 (3)                 26.50                719,157.00                 199.93
                          587 (4)                 22.53                 13,225.11                   3.68
                      579,075 (5)                 24.75             14,332,106.00               3,984.33
                      -------                                       -------------               --------
Total:                825,000 (6)                                    17,470,988.11              4,856.94
-------------------------------------------------------------------------------------------------------------------
(1) In accordance with Rule 429(a) and Rule 416(b), this Registration  Statement
relates  to  121,940  shares  of  Common  Stock  (81,293  shares  prior  to  the
three-for-two split of the Registrant's Common Stock, payable on January 7, 1998
to  holders  of  record  on  December  22,  1997)  covered  by the  Registrant's
Registration  Statement on Form S-3 (File No. 333-40305).  Such shares are being
carried forward from such earlier Registration Statement in accordance with Rule
429(b). A filing fee of $939.09  associated with such shares was previously paid
with such earlier Registration Statement.

                                     Page 1
(2) Estimated solely for the purpose of calculating the registration fee for the
shares being  registered  hereby pursant to Rule 457(h) under the Securities Act
of 1933, as amended (the "Act"), based on $25.00, the price at which the options
may be exercised.

(3) Estimated solely for the purpose of calculating the registration fee for the
shares being  registered  hereby  pursant to Rule 457(h) under the Act, based on
$26.50, the price at which the options may be exercised.

(4) Estimated solely for the purpose of calculating the registration fee for the
shares being  registered  hereby  pursant to Rule 457(h) under the Act, based on
$22.53, the price at which the options may be exercised.

(5) Estimated solely for the purpose of calculating the registration fee for the
shares being  registered  hereby  pursant to Rule 457(c) under the Act, based on
$24.75,  the average of the high and low prices  reported on the National Market
tier of the Nasdaq Stock Market on October 27, 1998.

(6) Covered by the 1996 Equity Incentive Plan.

                                     Page 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The  following  documents  filed  by  Wild  Oats  Markets,   Inc.  (the
"Company") with the Securities and Exchange  Commission (the  "Commission")  are
incorporated by reference into this Registration Statement:

         (1)   The  Company's  annual  report on Form 10-K for the  fiscal  year
               ended December 27, 1997, as amended on Form 10-K/A dated June 15,
               1998.

         (2)   The  Company's  Quarterly  Reports on Form 10-Q for the  quarters
               ended March 28, 1998 and June 27, 1998.

         (3)   The  Company's  Current  Report  on Form  8-K for an  event  that
               occurred on May 5, 1998.

         (4)   Pages  F-17  through  F-30 and  pages  F-36  through  F-45 of the
               Company's prospectus dated October 22, 1996.

         (5)   The description of the Company's  Common Stock which is contained
               in the  Company's  registration  statement  filed on October  17,
               1996,  including any amendment or report filed for the purpose of
               updating such description.

         (6)   All reports and other documents subsequently filed by the Company
               pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
               Exchange Act of 1934, as amended (the "Exchange  Act"),  prior to
               the filing of a post-effective  amendment that indicates that all
               securities  offered  have  been  sold  or  that  deregisters  all
               securities  then  remaining   unsold,   shall  be  deemed  to  be
               incorporated by reference in this  Registration  Statement and to
               be part  thereof  from the date of  filing  of such  reports  and
               documents.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Under Section 145 of the Delaware General  Corporation Law, the Company
has broad powers to indemnify  its directors  and officers  against  liabilities
they may incur in such capacities,  including  liabilities  under the Securities
Act. The  Company's  Bylaws also provide  that the Company  will  indemnify  its
directors  and officers and may  indemnify its employees and other agents to the
fullest  extent  permitted by Delaware  law,  provided that such person acted in
good  faith and in a manner  such  person  reasonably  believed  to be in or not
opposed to the best  interests of the Company and,  with respect to any criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

         The Company's Certificate of Incorporation provides for the elimination
of liability for monetary damages for breach of the directors' fiduciary duty of
care to the Company and its stockholders. These provisions do not

                                     Page 3
eliminate  the  directors'  duty  of care  and,  in  appropriate  circumstances,
equitable  remedies such as injunctive or other forms of nonmonetary relief will
remain available under Delaware law. In addition, each director will continue to
be subject for  liability  for breach of the  director's  duty of loyalty to the
Company,  for  acts or  omissions  not in good  faith or  involving  intentional
misconduct,  for knowing  violations of law, for any transaction  from which the
director derived an improper personal  benefit,  and for payment of dividends or
approval of stock  repurchases or  redemptions  that are unlawful under Delaware
law. The provisions do not affect a director's  responsibilities under any other
laws,  such as the  federal  securities  laws or state or federal  environmental
laws.

         The Company has entered into  agreements with its directors and certain
executive  officers that require the Company to indemnify  such persons  against
expenses.   judgments,   fines,  settlements  and  other  amounts  actually  and
reasonably  incurred  (including  expenses of a derivative action) in connection
with any proceeding,  whether actual or threatened, to which any such person may
be made a party by reason of the fact that such  person is or was a director  or
officer of the Company,  provided that such  person's  conduct was not knowingly
fraudulent or deliberately  dishonest and did not constitute willful misconduct.
The indemnification agreements also set forth certain procedures that will apply
in the event of a claim for indemnification thereunder.

         The above discussion of the Company's Articles of Incorporation, Bylaws
and the Delaware  General  Corporation Law is only a summary and is qualified in
its entirety by the full text of each of the foregoing.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

Exhibit No.       Description

5.1               Opinion of Holme Roberts & Owen LLP

23.1              Consent of PricewaterhouseCoopers LLP

23.2              Consent of Deloitte & Touche LLP

23.3              Consent  of Holme  Roberts  & Owen LLP is  contained  in its
                  legality opinion filed as Exhibit 5.1

24.1              Power of Attorney

99.1              Amendment to 1996 Equity Incentive Plan

Item 9.  Undertakings

         (a)      Rule 415 Offerings.

The undersigned registrant 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 of 1933;

                                     Page 4
(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. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was  registered) and any deviation from the high or low end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20% change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective 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;

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, 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)  Filings   incorporating   subsequent  Exchange  Act  documents  by
reference.

         The undersigned  registrant hereby undertakes that, for the purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and  where  applicable,  each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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)  Request  for   acceleration   of  effective   date  or  filing  of
registration statement on Form S-8.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant 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 registrant will, unless in the opinion of its counsel the matter
has been  settled  by  controlling  precedent,  submit  to a court of  competent
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                     Page 5
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of 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 Boulder, State of Colorado on October 29, 1998.

                               WILD OATS MARKETS, INC.,
                               a Delaware corporation

                               By: /s/  Mary Beth Lewis
                                        Mary Beth Lewis
                                        Vice President of Finance,
                                        Chief Financial Officer and Treasurer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                        Title                                Date

                                         
Michael C. Gilliland*   Chief Executive Officer and Director    October 29, 1998
                        (Principal Executive Officer)

/s/  Mary Beth Lewis     
Mary Beth Lewis         Vice President of Finance,              October 29, 1998
                        Chief Financial Officer and 
                        Treasurer (Principal Financial
                        and Accounting Officer)

                                    
Elizabeth C. Cook*      Executive Vice President, 
                        Secretary and Director                  October 29, 1998

                                    
John Shields*            Chairman of the Board                  October 29, 1998

                                    
David Chamberlain*      Vice Chairman of the Board              October 29, 1998

                                    
David L. Ferguson*      Director                                October 29, 1998

                                    
James B. McElwee*       Director                                October 29, 1998

                                    
Brian K. Devine*        Director                                October 29, 1998
--------------------------------

*By: /s/  Mary Beth Lewis                         
         Mary Beth Lewis
         Attorney- in-fact

                                     Page 6
INDEX TO EXHIBITS

Exhibit
Number                       Description                                    Page

5.1                      Opinion of Holme Roberts & Owen LLP                   8

23.1                    Consent of PricewaterhouseCoopers LLP                 10

23.2                    Consent of Deloitte & Touche LLP                      12

23.2                    Consent of Holme Roberts & Owen LLP
                            is contained in its legality opinion
                           filed as Exhibit 5.1

24.1              Power of Attorney                                           14

99.1              Amendment to the Company's 1996 Equity Incentive Plan       16

                                     Page 7