8-K

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         Date of report (Date of earliest event reported): April 3, 2001

                           UNITED NATURAL FOODS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

          Delaware                     000-21531                 05-0376157
(State or Other Jurisdiction    (Commission File Number)        (IRS Employer
     of Incorporation)                                       Identification No.)

                                  260 Lake Road
                               Dayville, CT 06241
               (Address of Principal Executive Offices) (Zip Code)

                                 (860) 779-2800
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)

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


Item 5. Other Events

      On April 3, 2001, the Company issued a press release announcing a
realignment of management responsibilities. A copy of this press release is
attached as an exhibit to this Form 8-K.

Item 7. Financial Statements and Exhibits

      (a)   Financial Statements of businesses acquired: Not Applicable

      (b)   Pro Forma Financial Information: Not Applicable

      (c)   Exhibits.

               Exhibit No.      Description
               -----------      -----------
                  99.1          Press Release, dated April 3, 2001, announcing
                                a realignment of management responsibilities.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                         UNITED NATURAL FOODS, INC.

                                         By: /s/ Todd Weintraub
                                             -----------------------------------
                                             Todd Weintraub
                                             Vice President, Treasurer and Chief
                                             Financial Officer

                                         Date:  April 6, 2001

                                  EXHIBIT INDEX

Exhibit No.             Description
- -----------             -----------
   99.1                 Press Release, dated April 3, 2001, announcing a
                        realignment of management responsibilities.

EX-99.1

                    [UNITED NATURAL FOODS, INC. LETTERHEAD]

IMMEDIATE RELEASE
April 3, 2001

                         UNITED NATURAL FOODS ANNOUNCES
                   REALIGNMENT OF MANAGEMENT RESPONSIBILITIES

Highlights
o     Kevin Michel named President of the Western Region
o     Todd Weintraub appointed Vice President, Treasurer and Chief Financial
      Officer
o     Appoints Dan Atwood to newly created position of National Vice President
      of Marketing
o     Barclay Hope named President of Albert's Organics
o     Bud Mayberry named President of the Natural Retail Group

Dayville, Connecticut - April 3, 2001 -- United Natural Foods, Inc. (Nasdaq:
UNFI) today announced that, as part of its program of broadening and
strengthening its leadership team, Kevin Michel has been appointed President of
the Company's Western Region, a position formerly held by Chief Executive
Officer Michael Funk. In his new capacity Mr. Michel will be responsible for
leading the growth, profitability and customer support of the Western Region.
Todd Weintraub, formerly the Company's Corporate Controller, has been named Vice
President, Treasurer and Chief Financial Officer.

"This repositioning allows the Company's management team to focus on our
appropriate strengths and to best take advantage of opportunities in the
marketplace," said Michael Funk. "With Kevin's appointment, I will be able to
concentrate my efforts to evolving growth opportunities and the Company's
long-term vision and strategy."

Thomas Simone, United Natural Food's Chairman, commented, "Kevin is an
experienced and strong leader who has played a pivotal role in the Company's
recent turnaround and has worked diligently to build a strong financial and
accounting team. We believe this is a natural progression given his substantial
experience within both our Company and the industry and his extensive knowledge
of our Western region operations and customer base." Mr. Michel has held various
management positions within United Natural Foods since 1996.

Mr. Simone went on to note that, "We are delighted to have Todd Weintraub assume
the Vice President, Treasurer and Chief Financial Officer position. For nearly
four years Todd has made very significant contributions as a member of our
financial management team, and we have benefited from his counsel. His strong
financial background and extensive public company accounting experience will be
invaluable to the Company." In his new position, Mr. Weintraub will be
responsible for the Company's finance, accounting and planning functions and
will report to Michael Funk.

                                     -more-


Other Management Changes
In a related announcement, Dan Atwood was appointed to the newly created
position of National Vice President of Marketing, reporting to Michael Funk. In
this role, Mr. Atwood will be focusing on various initiatives to grow sales and
maximize margins. Mr. Atwood has most recently been President of United Natural
Food's Natural Retail Group (NRG) and Vice President of the Company since 1995.

Concurrently, Bud Mayberry has been named the new President of NRG. He will be
responsible for overseeing all NRG operations. Mr. Mayberry, who will report to
Dan Atwood, has served in various senior management capacities for NRG since
March 1998, most recently as General Manager. NRG was formed in 1993 as an
independently operated, retail division of United Natural Foods. The operation
currently is comprised of 12 stores in the Eastern U.S., primarily located in
the high growth Florida markets.

These appointments are the latest in the last few months to strengthen the
Company's leadership team. In January, Barclay Hope was appointed President of
Albert's Organics. Mr. Hope has assumed this position following the retirement
of Albert's Organics founder Albert Lusk. He has been involved in the natural
foods business since 1977 and will be responsible for overseeing all of Albert's
Organics' operations. Mr. Hope has managed Albert's West since 1997 and will
continue to do so while grooming a successor to take over later this year.

Albert's Organics was acquired by United Natural Foods in 1998 and is the
nation's leading distributor of quality organically grown produce and
perishables. Established in Los Angeles in 1983, Albert's Organics has warehouse
centers in Los Angeles, CA, Bridgeport, NJ, Winter Haven, FL and Denver, CO.
Albert's delivers to all major metropolitan areas and most regions in the
continental U.S. and Canada. A geographic expansion of the Company's presence in
key markets is in process.

Management's Background
Michael S. Funk, age 46, has served on the Board of Directors and as Vice
Chairman of the Board of Directors since February 1996. Mr. Funk has served as
Chief Executive Officer since December 1999. Mr. Funk served as President from
October 1996 to December 1999 and as Executive Vice President from February 1996
until October 1996. Since its inception in July 1976, Mr. Funk has been
President of Mountain People's Warehouse (the Company's Western Region).

Steve Townsend, 47, has served as President of United Natural Foods since
December 6, 2000, and President of the Eastern Region since January 31, 2000.
Mr. Townsend served as the Chief Financial Officer of the Company from 1996 to
1997. Prior to that, from 1983 to 1995, Mr. Townsend served in a variety of
executive operational, financial and administrative positions with Cornucopia
Natural Foods, the Company's predecessor.

Kevin T. Michel, age 43, became Vice President, Chief Financial Officer and
Treasurer in December of 1999. He served as the interim Chief Financial Officer
and Treasurer from August to November 1999 and was the Executive Vice President
of the Western Region from April through July 1999. Mr. Michel served as the
President of the Central Region from January 1998 until March 1999 and as Chief
Financial Officer of Mountain People's Warehouse from January 1995 until
December 1997. Mr. Michel has served on the Board of Directors since 1996.

                                     -more-


Todd Weintraub, age 37, was formerly the Company's Corporate Controller and has
been with United Natural Foods since 1997. Prior to joining the Company, Mr.
Weintraub held financial reporting positions at State Street Corporation (NYSE:
STT) and Allmerica Financial Corporation (NYSE: AFC). Mr. Weintraub began his
career with the accounting firm of KPMG LLP, where he became a Certified Public
Accountant. Mr. Weintraub brings a total of 11 years of financial reporting and
accounting experience to his new position.

Daniel V. Atwood, age 43, has served as Secretary since January 1998 and as
President of NRG and Vice President of United Natural Foods since August 1995.
Mr. Atwood was Vice President--Marketing of the Company from January 1984 to
August 1995 and Director of Operations of the Company in 1983. From 1979 to
1982, Mr. Atwood was a Store Manager at Bread & Circus Supermarkets, a super
natural chain. Mr. Atwood served on the Company's Board of Directors from August
1988 to December 1997.

Bud Mayberry, age 58, provides over 30 years of retail food management
experience to his expanded role with NRG. Mr. Mayberry began his career with the
Winn Dixie chain, where he learned all aspects of store operations. He then went
on to a number of other management positions, including Executive Vice President
of Boogaarts of Florida and Food Store Manager of Super-K Centers (K-Mart
Corp.).

Barclay Hope, age 46, has served as the General Manager for Albert's Organics
West since 1997. From 1995 to 1997, Mr. Hope opened a Wild Oats retail store in
Hollywood, CA and managed a Wild Oats retail store in Santa Monica, CA. Prior to
that, from 1988 until 1995, he owned Buonapasta, a Santa Barbara-based fresh
pasta and ravioli company. From 1981 until 1998 Mr. Hope co-owned and managed
two California based natural food stores called Hope 'n Hagens.

About United Natural Foods
United Natural Foods, Inc. distributes over 30,000 products to more than 7,000
customers in 50 states. The Company serves a wide variety of retail formats
including conventional supermarket chains, natural product superstores and
independent retail operators.

For more information on United Natural Foods, Inc., via fax at no charge, please
dial 1-800-PRO-INFO and enter the Company's ticker symbol, UNFI. Or, visit the
Company's web-site at www.unfi.com.

AT THE COMPANY:                 AT THE FINANCIAL RELATIONS BOARD/BSMG WORLDWIDE:
- --------------------------------------------------------------------------------
Thomas Simone                   Joseph Calabrese             Vanessa Schwartz
Chairman of the Board           General Information          Analyst Information
(707) 537-9872                  (212) 661-8030               (212) 661-8030

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Statements in this press release regarding United Natural's business which
are not historical facts are "forward-looking statements" that involve risks and
uncertainties. For a discussion of such risks and uncertainties, which could
cause actual results to differ from those contained in the forward-looking
statements, including but not limited to general business conditions, the impact
of competition and our dependence on principal customers, see "Risk Factors" in
the Company's annual report on Form 10-Q filed with the Commission on December
15, 2000, and its other filings under the Securities Exchange Act of 1934, as
amended. Any forward-looking statements are made pursuant to the Private
Securities Litigation Reform Act of 1995 and, as such, speak only as of the date
made. United Natural is not undertaking to update any information in the
foregoing reports until the effective date of its future reports required by
applicable laws.

                                      # # #