As filed with the Securities and Exchange Commission on November 21, 2001
                                               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 Growing Your Future
                                   401(k) 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      400,000 Shares                $39.65               $15,860,000          $3,965
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 Growing Your Future 401(k) 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 $39.65, which is the average of the highest and lowest
         price  per  share of  common  stock on the  Nasdaq  National  Market on
         November 15, 2001.

</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 Growing Your
Future  401(k)  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 24, 2000;

         (2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
January 14, 2001, April 8, 2001 and July 1, 2001;

         (3) The Company's  Current Report on Form 8-K filed with the Commission
on April 18, 2001; and

         (4) 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.

<PAGE>

         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      Strong Funds Defined Contribution Plan Document #04 (1).

         4.2      Strong Funds  Non-Standardized  Profit  Sharing Plan and Trust
                  with 401(k) Feature Adoption Agreement #001 (1).

         5.1      An opinion  of counsel  with  respect to the  legality  of the
                  securities being registered  hereunder is omitted because this
                  registration   statement  does  not  cover  original  issuance
                  securities.

         23.1     Consent of KPMG LLP (1).

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

---------
(1)      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.



<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
November 19, 2001.

                            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 and in his 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 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      November 17, 2001
John P. Mackey                  Chief Executive Officer
                                (Principal Executive Officer)

/s/ Glenda Flanagan
--------------------------      Chief Financial Officer        November 19, 2001
Glenda Flanagan                 (Principal Financial Officer)

/s/ David W. Dupree
--------------------------      Director                       November 17, 2001
David W. Dupree

/s/ John B. Elstrott
--------------------------      Director                       November 16, 2001
Dr. John B. Elstrott

/s/ Avram J. Goldberg
--------------------------      Director                       November 15, 2001
Avram J. Goldberg

/s/ Jirka Rysavy
--------------------------      Director                       November 16, 2001
Jirka Rysavy

/s/ Ralph Z. Sorenson
--------------------------      Director                       November 16, 2001
Dr. Ralph Z. Sorenson



     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 November 19, 2001:


                               WHOLE FOODS MARKET
                               GROWING YOUR FUTURE 401(K) PLAN

                               By:    WHOLE FOODS MARKET, INC.,
                                      Plan Administrator

                                      By: /s/ Glenda Flanagan
                                         ----------------------------------
                                      Name: Glenda Flanagan
                                           --------------------------------
                                      Title: Vice President
                                            -------------------------------



<PAGE>



                                INDEX TO EXHIBITS

         Exhibit           Description of Exhibit

         4.1      Strong Funds Defined Contribution Plan Document #04 (1).

         4.2      Strong Funds  Non-Standardized  Profit  Sharing Plan and Trust
                  with 401(k) Feature Adoption Agreement #001 (1).

         5.1      An opinion  of counsel  with  respect to the  legality  of the
                  securities being registered  hereunder is omitted because this
                  registration   statement  does  not  cover  original  issuance
                  securities.

         23.1     Consent of KPMG LLP (1).

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


---------

(1)      Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "secsgml_size_bytes": 18283}]
{"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": "333-73876", "film-number": "1798122"}, "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 November 21, 2001
                                               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 Growing Your Future
                                   401(k) 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      400,000 Shares                $39.65               $15,860,000          $3,965
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 Growing Your Future 401(k) 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 $39.65, which is the average of the highest and lowest
         price  per  share of  common  stock on the  Nasdaq  National  Market on
         November 15, 2001.
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 Growing Your
Future  401(k)  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 24, 2000;

         (2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
January 14, 2001, April 8, 2001 and July 1, 2001;

         (3) The Company's  Current Report on Form 8-K filed with the Commission
on April 18, 2001; and

         (4) 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      Strong Funds Defined Contribution Plan Document #04 (1).

         4.2      Strong Funds  Non-Standardized  Profit  Sharing Plan and Trust
                  with 401(k) Feature Adoption Agreement #001 (1).

         5.1      An opinion  of counsel  with  respect to the  legality  of the
                  securities being registered  hereunder is omitted because this
                  registration   statement  does  not  cover  original  issuance
                  securities.

         23.1     Consent of KPMG LLP (1).

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

---------
(1)      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
November 19, 2001.

                            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 and in his 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 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      November 17, 2001
John P. Mackey                  Chief Executive Officer
                                (Principal Executive Officer)

/s/ Glenda Flanagan
--------------------------      Chief Financial Officer        November 19, 2001
Glenda Flanagan                 (Principal Financial Officer)

/s/ David W. Dupree
--------------------------      Director                       November 17, 2001
David W. Dupree

/s/ John B. Elstrott
--------------------------      Director                       November 16, 2001
Dr. John B. Elstrott

/s/ Avram J. Goldberg
--------------------------      Director                       November 15, 2001
Avram J. Goldberg

/s/ Jirka Rysavy
--------------------------      Director                       November 16, 2001
Jirka Rysavy

/s/ Ralph Z. Sorenson
--------------------------      Director                       November 16, 2001
Dr. Ralph Z. Sorenson

     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 November 19, 2001:

                               WHOLE FOODS MARKET
                               GROWING YOUR FUTURE 401(K) PLAN

                               By:    WHOLE FOODS MARKET, INC.,
                                      Plan Administrator

                                      By: /s/ Glenda Flanagan
                                         ----------------------------------
                                      Name: Glenda Flanagan
                                           --------------------------------
                                      Title: Vice President
                                            -------------------------------
INDEX TO EXHIBITS

         Exhibit           Description of Exhibit

         4.1      Strong Funds Defined Contribution Plan Document #04 (1).

         4.2      Strong Funds  Non-Standardized  Profit  Sharing Plan and Trust
                  with 401(k) Feature Adoption Agreement #001 (1).

         5.1      An opinion  of counsel  with  respect to the  legality  of the
                  securities being registered  hereunder is omitted because this
                  registration   statement  does  not  cover  original  issuance
                  securities.

         23.1     Consent of KPMG LLP (1).

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

---------

(1)      Filed herewith.