Mail Stop 03-08


										October 29, 2004

By Facsimile and U.S. Mail

Mr. Rick D. Puckett
Chief Financial Officer
United Natural Foods, Inc.
260 Lake Road
Dayville, CT 06241

	RE:	United Natural Foods, Inc.
		Form 10-K for the year fiscal year ended July 31, 2004
		Filed October 14, 2004
File No. 0-21531

Dear Mr. Puckett:

We have reviewed your filing and have the following comments.  We
have limited our review to only your financial statements and related
disclosures and will make no further review of your documents.  Where
indicated, we think you should revise your disclosures in future
filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.


Form 10-K for the Year Ended July 31, 2004

General

1. Where a comment below requests additional disclosures or other
revisions to be made, these revisions should be included in your
future filings, as applicable.

Item 7.  Management`s Discussion and Analysis of Financial Condition
and Results of Operations

Results of Operations

Year Ended July 31, 2004 Compared to Year Ended July 31, 2003, page
16

General

2. We note that your discussion of results of operations focuses
exclusively on describing changes in the various line items on the
income statement.  With a view towards enhancing disclosure, please
refer to SEC Release No. 33-8350 and Item 303(a) of Regulation S-K
and consider revising the content and focus of your MD&A such that
you identify and emphasize the key indicators of your performance.
Also consider whether there are material trends, demands,
commitments, events or uncertainties related to your financial
condition and/or operating performance that should be discussed.

3. Where you identify intermediate causes of changes in your
operating results, to the extent meaningful, also describe the
reasons underlying the intermediate causes.  For example, where you
identify the cause of your organic growth in sales as resulting from
growth in your various distribution channels, please consider
expanding your discussion to describe the underlying reasons for the
growth in each of the distribution channels.

Special Items, page 18

4. We note your presentation and discussion throughout MD&A of
various non-GAAP measures of your operating results, each measure
adjusted to exclude certain "special" items.  It is unclear from your
disclosures why each of the adjustments to arrive at the non-GAAP
measure is being made and which of the adjustments, if any, are
believed to be nonrecurring in nature.  Please clarify your
disclosures in future filings accordingly.  Because you disclose that
these measures are presented to enhance understanding of your future
prospects, you seem to imply that all of the special items are
nonrecurring in nature.  If this is the case, please tell us
supplementally how each adjustment complies with the restrictions in
Item 10(e)(1)(ii)(B) of Regulation S-K regarding adjusting non-GAAP
performance measures.  To the extent the adjustments are recurring in
nature, please avoid implying that they are not part of your ongoing
operations and tell us supplementally how you meet the burden of
demonstrating the usefulness of each non-GAAP measure presented.
Refer to Question 8 of our Frequently Asked Questions Regarding the
Use of Non-GAAP Financial Measures (FAQ) issued June 13, 2003
(available at www.sec.gov).  If these measures are included in your
future filings, please also revise your disclosures to include all of
the information listed in the bullet points of Question 8 of the FAQ.
Show us supplementally how the revised disclosures will read in your
future filings.

Financial Statements

Consolidated Statements of Income, page 34

5. We note that depreciation expense is excluded from cost of sales.
Please update your cost of sales line item on the face of your
consolidated statements of income to indicate that cost of sales
excludes depreciation.  Refer to SAB Topic 11:B.  Also ensure that
your selected consolidated financial data is appropriately updated.

Consolidated Statements of Cash Flows, page 36

6. Please consider whether it would be more appropriate to include
the line item captioned "Tax effect of stock option exercises" in the
"Changes in assets and liabilities, net of acquired companies"
section rather than in the "Adjustments to reconcile net income to
net cash provided by operating activities" section of your cash flows
from operating activities.

Notes to Consolidated Financial Statements

(1) Significant Accounting Polices

General

7. Please disclose your policy for classifying shipping and handling
costs in the statement of income.  If shipping costs and handling
costs are significant and are not classified in cost of sales,
disclose the amount(s) of these costs and the line item(s) that
include them.  Please also disclose the line item in which you
include amounts paid to you by customers for shipping and handling.
See EITF 00-10.

8. If you pay slotting fees, engage in cooperative advertising
programs, have buydown programs, or make other payments to resellers,
please disclose your accounting policy for each of these types of
arrangements, including the statement of income line item that each
type of arrangement is included in.  For each expense line item that
includes these types of arrangements, please disclose the related
amounts included in that line item.  For each type of arrangement
treated as an expense rather than as a reduction of revenues, please
tell us how this type of arrangement meets the requirements in EITF
01-9.  Please also discuss in MD&A any significant estimates
resulting from these arrangements.
9. Based on your disclosures under Item 1. Business, we understand
that you receive various discounts and advertising allowances from
your suppliers.  We also note your footnote disclosure on page 37
that "allowances" received from suppliers are recorded as reductions
in cost of sales.  If, as we assume, all types of consideration
received from your suppliers in connection with the purchase or
promotion of the supplier`s products, such as rebates and cooperative
advertising fees, are recorded as reductions in cost of sales, please
consider clarifying the disclosure accordingly.  Otherwise, please
disclose the statements of income line item in which each of these
types of payments is included.  For any amounts netted against
expense line items other than cost of sales, also disclose the
amounts netted against each expense line item for each period
presented.  Please also revise your MD&A to discuss the changes in
these payments between periods and how they impacted the related
statement of income line items, if material.  Refer to EITF 02-16.

10. We note your disclosure on page 14 of MD&A, of the types of
expenses included in the cost of sales line item and the types of
expenses included in the operating expenses line item.  Please
provide similar disclosure in the notes to your financial statements,
but elaborate to specifically identify any costs of your distribution
network excluded from cost of sales.  For example, indicate whether
purchasing and receiving type costs are included in cost of sales or
in operating expenses.   With the exception of warehouse costs, if
you currently exclude a portion of your distribution network from
cost of sales, please also disclose:

(a) in a footnote the line item that these excluded costs are
included in and the amounts included in each line item for each
period presented; and

(b) in your MD&A that your gross margins may not be comparable to
others, since some entities include all of the costs related to their
distribution network in cost of sales and others like you exclude a
portion of them from gross margin, including them instead in a line
item such as operating expenses.

(n)  Earnings Per Share, page 40

11. Pursuant to paragraph 53.b of SOP 93-6, please disclose your
treatment of employee stock ownership plan shares in your earnings
per share computations.

(3) Stock Option Plan, page 42

12. For each of your stock option plans, please disclose the vesting
requirements and the maximum term of options granted.  See paragraph
46 of SFAS 123.




(14) Business Segments, page 49

13. In a letter to us dated August 26, 2003 regarding your fiscal
2002 Form 10-K, you agreed to disclose in future filings the nature
of the items included in "corporate expenses" which are included as a
component of operating income in the "Other" segment.   Please either
confirm you will include this disclosure in your future filings, or
otherwise tell us why you believe this disclosure is no longer
applicable.

14. We note that you sell several types of products based on your
overview discussion in Item 1.  Business.  Please either revise your
filings to provide the revenue disclosures by product group discussed
in paragraph 37 of SFAS 131, or otherwise tell us why you believe
such disclosures are not applicable.  In particular, it appears that
revenue disclosures for each period presented for the following
product groups may be applicable:

- - Grocery and general merchandise
- - Produce
- - Perishables and frozen foods
- - Nutritional supplements
- - Bulk and food service products
- - Personal care items

If you believe that other product categories are more appropriate,
please advise.

Item 9A.  Controls and Procedures, page 52

15. Please revise your Item 9A. disclosures as follows to comply with
Items 307 and 308(c) of Regulation S-K, as amended by SEC Release No.
33-8238:

(a) Update your rule references to refer to Rules 13a-15(e) and 15d-
15(e).

(b) Disclose the conclusions made by your Chief Executive Officer and
Chief Financial Officer regarding the effectiveness of disclosure
controls and procedures as of the end of the period covered by the
Form 10-K.

(c) Disclose any change in your internal control over financial
reporting that occurred during the last fiscal quarter that has
materially affected, or is reasonably likely to materially affect
your internal control over financial reporting.


*    *    *    *



As appropriate, please respond to these comments within 10 business
days or tell us when you will provide us with a response.  Please
furnish a letter that keys your responses to our comments and
provides any requested supplemental information.  Detailed response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filing reviewed by the staff to be certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

		If you have any questions regarding these comments, please
direct them to Staff Accountant Yong Kim at (202) 942-2904.  In her
absence, direct your questions to Robyn Manuel at (202) 942-7786.
Any other questions regarding disclosures issues may be directed to
me at (202) 942-2905.


							Sincerely,



							George F. Ohsiek
							Branch Chief






Mr. Puckett
United Natural Foods, Inc.
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