SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BEAUDRY MICHAEL

(Last)

(First)

(Middle)

260 LAKE ROAD

(Street)

DAYVILLE

06241

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNITED NATURAL FOODS INC [ UNFI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President of Distribution

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/10/2004		M		626	A	$7.07	626	D
Common Stock	06/10/2004		M		5,000	A	$11.4	5,626	D
Common Stock	06/10/2004		M		882	A	$12.55	6,508	D
Common Stock	06/10/2004		M		2,868	A	$12.55	9,376	D
Common Stock	03/08/2004		S		748	D	$29.12	8,628	D
Common Stock	03/08/2004		S		100	D	$29.1	8,528	D
Common Stock	03/08/2004		S		1,000	D	$28.95	7,528	D
Common Stock	03/08/2004		S		300	D	$29.14	7,228	D
Common Stock	03/08/2004		S		2,500	D	$28.73	4,728	D
Common Stock	03/08/2004		S		902	D	$28.75	3,826	D
Common Stock	03/08/2004		S		926	D	$28.78	2,900	D
Common Stock	03/08/2004		S		2,000	D	$28.6	900	D
Common Stock	03/08/2004		S		97	D	$29	803	D
Common Stock	03/08/2004		S		803	D	$28.9	574	I	See footnote⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$7.07	06/10/2004		M		626		04/17/2005	04/17/2011	Common Stock	626	$7.07	624	D
Employee Stock Option (right to buy)	$11.4	06/10/2004		M		5,000		⁽²⁾	12/03/2011	Common Stock	5,000	$11.4	10,000	D
Employee Stock Option (right to buy)	$12.55	06/10/2004		M		882		⁽³⁾	12/03/2012	Common Stock	882	$12.55	7,706	D
Employee Stock Option (right to buy)	$12.55	06/10/2004		M		2,868		⁽⁴⁾	12/03/2012	Common Stock	2,868	$12.55	3,544	D

Explanation of Responses:

1. Includes 574 shares of common stock allocated to Mr. Beaudry under the United Natural Foods, Inc. Employee Stock Ownership Plan as of December 31, 2003.

2. The employee stock option becomes exercisable in four equal annual installments commencing on the first anniversary of the date of grant.

3. Following the date of grant, the employee stock option vests and becomes exercisable as follows: (i) on the first anniversary of the date of grant with respect to 882 shares, (ii) on the second anniversary of the date of grant with respect to 882 shares, (iii) on the third anniversary of the date of grant with respect to 3,074 shares and (iv) on the fourth anniversary of the date of grant with respect to 3m750 shares.

4. Following the date of grant, the employee stock option vests and becomes exercisable as follows: (i) on the first anniversary of the date of grant with respect to 2,868 shares, (iv) on the second anniversary of the date of grant with respect to 2,868 shares and (iii) on the third anniversary of the date of grant with respect to 676 shares.

	Mark Shamber (Power of Attorney)	06/14/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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