	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	WASHINGTON, D.C. 20549

	SCHEDULE 13D Under the Securities Exchange Act of 1934

(Amendment No. )*

WHOLE FOODS MARKET, INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

966837106

(CUSIP Number)

Robert P. Bermingham

The Yucaipa Companies LLC

9130 W. Sunset Boulevard

Los Angeles, California 90069

(310) 789-7200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 29, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 966837106

SCHEDULE 13D

PAGE 2 OF 15 PAGES

1	Name of Reporting Persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ronald W. Burkle
2	Check the Appropriate Box if a Member of a Group*				(a) x (b) o
3	SEC Use Only
4	Source of Funds*			OO, WC
5	Check box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)					o
6	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0 shares
		8	Shared Voting Power 9,813,306 shares
		9	Sole Dispositive Power 0 shares
		10	Shared Dispositive Power 9,813,306 shares
11	Aggregate Amount Beneficially Owned by Each Reporting Person 9,813,306 shares
12	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*					o
13	Percent of Class Represented by Amount in Row (11) 7.0%
14.	Type of Reporting Person* IN

* See Instructions

CUSIP No. 966837106

SCHEDULE 13D

PAGE 3 OF 15 PAGES

1	Name of Reporting Persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Yucaipa American Management, LLC 30-0013506
2	Check the Appropriate Box if a Member of a Group*				(a) x (b) o
3	SEC Use Only
4	Source of Funds*			OO, WC
5	Check box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)					o
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0 shares
		8	Shared Voting Power 9,813,306 shares
		9	Sole Dispositive Power 0 shares
		10	Shared Dispositive Power 9,813,306 shares
11	Aggregate Amount Beneficially Owned by Each Reporting Person 9,813,306 shares
12	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*					o
13	Percent of Class Represented by Amount in Row (11) 7.0%
14.	Type of Reporting Person* OO

* See Instructions

CUSIP No. 966837106

SCHEDULE 13D

PAGE 4 OF 15 PAGES

1	Name of Reporting Persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Yucaipa American Funds, LLC 30-0013485
2	Check the Appropriate Box if a Member of a Group*				(a) x (b) o
3	SEC Use Only
4	Source of Funds*			OO, WC
5	Check box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)					o
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0 shares
		8	Shared Voting Power 9,813,306 shares
		9	Sole Dispositive Power 0 shares
		10	Shared Dispositive Power 9,813,306 shares
11	Aggregate Amount Beneficially Owned by Each Reporting Person 9,813,306 shares
12	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*					o
13	Percent of Class Represented by Amount in Row (11) 7.0%
14.	Type of Reporting Person* OO

* See Instructions

CUSIP No. 966837106

SCHEDULE 13D

PAGE 5 OF 15 PAGES

1	Name of Reporting Persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Yucaipa American Alliance Fund II, LLC 26-2119718
2	Check the Appropriate Box if a Member of a Group*				(a) x (b) o
3	SEC Use Only
4	Source of Funds*			OO, WC
5	Check box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)					o
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0 shares
		8	Shared Voting Power 9,813,306 shares
		9	Sole Dispositive Power 0 shares
		10	Shared Dispositive Power 9,813,306 shares
11	Aggregate Amount Beneficially Owned by Each Reporting Person 9,813,306 shares
12	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*					o
13	Percent of Class Represented by Amount in Row (11) 7.0%
14.	Type of Reporting Person* OO

* See Instructions

CUSIP No. 966837106

SCHEDULE 13D

PAGE 6 OF 15 PAGES

1	Name of Reporting Persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Yucaipa American Alliance Fund II, L.P. 26-2119783
2	Check the Appropriate Box if a Member of a Group*				(a) x (b) o
3	SEC Use Only
4	Source of Funds*			OO, WC
5	Check box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)					o
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 5,882,244 shares
		8	Shared Voting Power 0 shares
		9	Sole Dispositive Power 5,882,244 shares
		10	Shared Dispositive Power 0 shares
11	Aggregate Amount Beneficially Owned by Each Reporting Person 5,882,244 shares
12	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*					o
13	Percent of Class Represented by Amount in Row (11) 4.2%
14.	Type of Reporting Person* PN

* See Instructions

CUSIP No. 966837106

SCHEDULE 13D

PAGE 7 OF 15 PAGES

1	Name of Reporting Persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Yucaipa American Alliance (Parallel) Fund II, L.P. 26-2119907
2	Check the Appropriate Box if a Member of a Group*				(a) x (b) o
3	SEC Use Only
4	Source of Funds*			OO, WC
5	Check box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)					o
6	Citizenship or Place of Organization U.S. Citizen
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 3,931,062 shares
		8	Shared Voting Power 0 shares
		9	Sole Dispositive Power 3,931,062 shares
		10	Shared Dispositive Power 0 shares
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,931,062 shares
12	Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*					o
13	Percent of Class Represented by Amount in Row (11) 2.8%
14.	Type of Reporting Person* PN

* See Instructions

CUSIP No. 966837106

SCHEDULE 13D

PAGE 8 OF 15 PAGES

ITEM 1. SECURITY AND ISSUER.

This statement relates to the common stock, no par value (the “Common Stock”), of Whole Foods Market, Inc., a Texas corporation (the “Company”). The principal executive offices of the Company are located at 550 Bowie St., Austin, Texas 78703.

ITEM 2. IDENTITY AND BACKGROUND.

(a) This statement is being filed jointly by (i) Ronald W. Burkle, an individual, (ii) Yucaipa American Management, LLC, a Delaware limited liability company (“Yucaipa American”), (iii) Yucaipa American Funds, LLC, a Delaware limited liability company (“Yucaipa American Funds”), (iv) Yucaipa American Alliance Fund II, LLC, a Delaware limited liability company (“YAAF II LLC”), (v) Yucaipa American Alliance Fund II, L.P., a Delaware limited partnership (“YAAF II”), and (vi) Yucaipa American Alliance (Parallel) Fund II, L.P., a Delaware limited partnership (“YAAF II Parallel” and, together with Mr. Burkle, Yucaipa American, Yucaipa American Funds, YAAF II LLC and YAAF II, the “Reporting Persons”). Mr. Burkle is the managing member of Yucaipa American, which is the managing member of Yucaipa American Funds, which is the managing member of YAAF II LLC, which, in turn, is the general partner of each of YAAF II and YAAF II Parallel.

(b) The address of the principal business and principal office of each of the Reporting Persons is c/o The Yucaipa Companies LLC, 9130 W. Sunset Boulevard, Los Angeles, California 90069.

(c) The principal business of each of the Reporting Persons is investing. The present principal occupation or employment of Mr. Burkle is as the managing member of Yucaipa American, as well as the managing member of The Yucaipa Companies LLC, a private investment group, the address of which is 9130 W. Sunset Boulevard, Los Angeles, California 90069.

(d) None of the Reporting Persons has during the last five years been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

(e) None of the Reporting Persons has during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Burkle is a United States citizen.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The total amount of funds required by YAAF II and YAAF II Parallel to acquire the Common Stock described in Item 5 was approximately $98,570,135, net of commissions. All funds in respect of such transactions were drawn from existing working capital or a credit facility of each of YAAF II and YAAF II Parallel.

ITEM 4. PURPOSE OF TRANSACTION.

The Reporting Persons have acquired the shares reported in Item 5 in open market transactions since November 24, 2008 because, in their opinion, such shares were undervalued by the market at the time they were acquired.

The Reporting Persons believe that there are substantial opportunities for the Company to improve operations and its pricing image while maintaining its high-quality product offering.

CUSIP No. 966837106

SCHEDULE 13D

PAGE 9 OF 15 PAGES

The Reporting Persons currently hold their shares of Common Stock for investment purposes. However, the Reporting Persons intend to closely monitor the Company’s performance and may modify their plans in the future depending on the Reporting Persons’ evaluation of various factors, including the investment potential of the Common Stock, the Company’s business prospects and financial position, other developments concerning the Company and its competitors, opportunities that may be available to the Company, the price level and availability of the Common Stock, available opportunities to acquire or dispose of the Common Stock, realize trading profits or minimize trading losses, conditions in the securities markets and general economic and industry conditions, reinvestment opportunities, developments relating to the business of the Reporting Persons and other factors deemed relevant by the Reporting Persons. In connection with the activities described above, the Reporting Persons intend to communicate with, and express their views to, the board of directors and management of the Company and may communicate with, and express their views to, other persons regarding the Company, including, without limitation, other shareholders of the Company and potential strategic or financing partners.

The Reporting Persons may in the future exercise any and all of their respective rights as shareholders of the Company in a manner consistent with their equity interests. Depending on their evaluation of the factors listed above, the Reporting Persons may take such actions with respect to their holdings in the Company as they deem appropriate in light of circumstances existing from time to time. Such actions may involve one or more of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D, including:

(1) the acquisition of additional shares of Common Stock or other securities of the Company, in the open market, through privately negotiated transactions with third parties or otherwise;

(2) the sale at any time, in the open market, through privately negotiated transactions with third parties or otherwise, of all or a portion of the shares now owned or hereafter acquired by the Reporting Persons;

(3) encouraging, soliciting or voting its shares of Common Stock to approve an extraordinary transaction, such as merger or consolidation of the Company with one or more third parties or with one of the Reporting Persons or their affiliates;

(4) encouraging, soliciting or voting to approve the sale of a material amount of the Company’s or its subsidiaries’ assets or one or more of the subsidiaries;

(5) encouraging, soliciting or voting to approve changes to the composition or size of the Company’s board of directors or the terms to be served by directors, or nominating or approving persons to fill existing vacancies on the Company’s board of directors, or changes to the Company’s management;

(6) encouraging, soliciting or voting to approve issuances, redemptions or repurchases of Company securities, or stock or cash dividends, or stock splits or reverse stock splits, or other changes to the present capitalization and dividend policies of the Company;

(7) encouraging, soliciting or voting to approve changes to the Company’s business or corporate structure;

(8) encouraging, soliciting or voting to approve changes to the Company’s articles of incorporation or bylaws, including changes which may impede or facilitate the acquisition of control of the Company by any person;

(9) encouraging, soliciting or voting to cause the Common Stock, or any other securities of the Company to be quoted on the an inter-dealer quotation system or listed on any national securities exchange;

(10) encouraging, soliciting or voting to cause the Common Stock, or any other securities of the Company that may be quoted on the Nasdaq National Market or any other inter-dealer quotation system or listed on any national securities exchange, to no longer be authorized to be quoted on the Nasdaq National Market or any other inter-dealer quotation system or to be delisted from any national securities exchange, or for the registration of any such securities under the federal securities laws to be terminated; or

CUSIP No. 966837106

SCHEDULE 13D

PAGE 10 OF 15 PAGES

(11) encouraging, soliciting or voting to approve other actions similar to those set forth above or as otherwise contemplated by paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.

In addition, the Reporting Persons may, individually or in the aggregate, from time to time enter into or unwind hedging or other derivative transactions with respect to the Common Stock.

As of the date of this Schedule 13D, except as set forth above, none of the Reporting Persons has any present plan or intention which would result in or relate to any of the events referred to in subparagraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) (i) YAAF II is the direct beneficial owner of 5,882,244 shares of Common Stock, and YAAF II Parallel is the direct beneficial owner of 3,931,062 shares of Common Stock.

(ii) Based upon the 140,318,304 shares of Common Stock outstanding as of November 21, 2008, as reported by the Company in its Annual Report on Form 10-K for the annual period ended September 28, 2008, the number of shares of Common Stock directly beneficially owned by YAAF II and YAAF II Parallel represents approximately 4.2%, and 2.8% of the Common Stock, respectively, and 7.0% of the Common Stock in the aggregate.

(iii) By virtue of the relationships described under Item 2 of this Schedule 13D, each of the other Reporting Persons may be deemed to share beneficial ownership of the shares of Common Stock directly beneficially owned by YAAF II and YAAF II Parallel.

(iv) YAAF II and YAAF II Parallel each disclaims any ownership of the shares of Common Stock owned by the other, and the filing of this Statement shall not be construed as an admission that either YAAF II or YAAF II Parallel is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of shares owned by the other.

(v) Mr. Burkle disclaims any ownership of the shares of Common Stock owned by the other Reporting Persons, and the filing of this Statement shall not be construed as an admission that Mr. Burkle is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of such shares.

(b) (i) YAAF II, acting through its general partner, YAAF II LLC, has the sole power to vote or to direct the vote, and to dispose or to direct the disposition of the shares of Common Stock beneficially owned by it.

(ii) YAAF II Parallel, acting through its general partner, YAAF II LLC, has the sole power to vote or to direct the vote, and to dispose or to direct the disposition of the shares of Common Stock beneficially owned by it.

(iii) By virtue of the relationships described under Item 2 of this Schedule 13D, each of the other Reporting Persons may be deemed to share the indirect power to vote and direct the disposition of the shares held by each of YAAF II and YAAF II Parallel.

CUSIP No. 966837106

SCHEDULE 13D

PAGE 11 OF 15 PAGES

(c) The tables below set forth purchases of the shares of the Company’s Common Stock by the Reporting Persons during the last 60 days. All of such purchases were effected by YAAF II or YAAF II Parallel, as indicated, in broker transactions on the Nasdaq National Market.

Transactions Effected by YAAF II

			Approximate Price
			Per Share ($)
Date	Amount of Shares		(net of commissions)
November 24, 2008		269,737	$	9.3210
November 25, 2008		1,198,830	$	10.3745
November 26, 2008		572,501	$	10.5284
December 1, 2008		366,243	$	9.6790
December 2, 2008		255,411	$	9.8233
December 3, 2008		299,708	$	9.1520
December 5, 2008		71,450	$	9.9837
December 9, 2008		149,854	$	10.5039
December 15, 2008		515,497	$	10.2443
December 16, 2008		299,708	$	10.5378
December 18, 2008		119,883	$	10.5453
December 29, 2008		159,444	$	8.9417
December 30, 2008		467,364	$	9.1772
December 31, 2008		237,492	$	9.3599
January 5, 2009		309,898	$	10.1054
January 6, 2009		289,517	$	10.4266
January 7, 2009		299,708	$	10.0136

Transactions Effected by YAAF II Parallel

			Approximate Price
			Per Share ($)
Date	Amount of Shares		(net of commissions)
November 24, 2008		180,263	$	9.3210
November 25, 2008		801,170	$	10.3745
November 26, 2008		382,599	$	10.5284
December 1, 2008		244,757	$	9.6790
December 2, 2008		170,689	$	9.8233
December 3, 2008		200,293	$	9.1520
December 5, 2008		47,750	$	9.9837
December 9, 2008		100,146	$	10.5039
December 15, 2008		344,503	$	10.2443
December 16, 2008		200,293	$	10.5378
December 18, 2008		80,117	$	10.5453
December 29, 2008		106,556	$	8.9417
December 30, 2008		312,336	$	9.1772
December 31, 2008		158,714	$	9.3599
January 5, 2009		207,102	$	10.1054
January 6, 2009		193,483	$	10.4266
January 7, 2009		200,292	$	10.0136

CUSIP No. 966837106

SCHEDULE 13D

PAGE 13 OF 15 PAGES

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 8, 2009

RONALD W. BURKLE

By:			/s/ Ronald W. Burkle


YUCAIPA AMERICAN MANAGEMENT, LLC

By:				/s/ Ronald W. Burkle
				Name: Ronald W. Burkle
				Its: Managing Member


YUCAIPA AMERICAN FUNDS, LLC

By: Yucaipa American Management, LLC
Its: Managing Member

	By:					/s/ Ronald W. Burkle
						Name: Ronald W. Burkle
						Its: Managing Member


YUCAIPA AMERICAN ALLIANCE FUND II, LLC

By: Yucaipa American Funds, LLC
Its: Managing Member

		By: Yucaipa American Management, LLC
		Its: Managing Member

					By:		/s/ Ronald W. Burkle
							Name: Ronald W. Burkle
							Its: Managing Member

CUSIP No. 966837106

SCHEDULE 13D

PAGE 14 OF 15 PAGES

YUCAIPA AMERICAN ALLIANCE FUND II, L.P.

By: Yucaipa American Alliance Fund II, LLC
Its: General Partner

	By: Yucaipa American Funds, LLC
	Its: Managing Member

		By: Yucaipa American Management, LLC
		Its: Managing Member

			By:	/s/ Ronald W. Burkle
				Name: Ronald W. Burkle
				Its: Managing Member

YUCAIPA AMERICAN ALLIANCE (PARALLEL) FUND II, L.P.

By: Yucaipa American Alliance Fund II, LLC
Its: General Partner

	By: Yucaipa American Funds, LLC
	Its: Managing Member

By: Yucaipa American Management, LLC
Its: Managing Member

	By:	/s/ Ronald W. Burkle
		Name: Ronald W. Burkle
		Its: Managing Member

		Exhibit No.		Description of Exhibit

		99.1		Joint Filing Agreement, dated as of January 8, 2009.

	Exhibit No.	Description of Exhibit

	99.1	Joint Filing Agreement, dated as of January 8, 2009.