8-K

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                       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): November 11, 2005


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


              Delaware                000-21531              05-0376157
    (State or Other Jurisdiction   (Commission File        (IRS Employer
          of Incorporation)             Number)         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)

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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))



Item 2.02. Results of Operations and Financial Condition.

The following information is being furnished under Item 2.02-Results of
Operations and Financial Condition. This information, including the exhibit
attached hereto, shall not be deemed "filed" for any purpose, including for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that Section. The information in this
Current Report on Form 8-K shall not be deemed incorporated by reference into
any filing under the Securities Act of 1933, as amended, or under the Exchange
Act, regardless of any general incorporation language in such filing. By
furnishing this information, United Natural Foods, Inc. makes no admission as to
the materiality of any information in this Current Report, including the
exhibits attached hereto.

On November 11, 2005, United Natural Foods, Inc. issued a press release to
update its financial outlook for the fiscal year ending July 31, 2006. The press
release is furnished as Exhibit 99.1 hereto.


Item 9.01. 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 November 11, 2005: United
                              Natural Foods, Inc. Updates Fiscal 2006 Outlook
                              Including the Impact of Share Based Compensation
                              Expense.

                                   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/ Rick D. Puckett
                                              ------------------------
                                              Rick D. Puckett
                                              Vice President, Treasurer and
                                              Chief Financial Officer

                                          Date:  November 15, 2005

EX-99.1

                                                                    Exhibit 99.1


                   [LETTERHEAD OF UNITED NATURAL FOODS, INC.]


FOR IMMEDIATE RELEASE
November 11, 2005


        UNITED NATURAL FOODS, INC. UPDATES FISCAL 2006 OUTLOOK INCLUDING
                 THE IMPACT OF SHARE BASED COMPENSATION EXPENSE

    Revenues Expected to Increase 10% - 15% to $2.25 Billion - $2.35 Billion
   Excluding Special Charges, Earnings Per Diluted Share Expected to Increase
         15% - 20% to $1.14 - $1.19, and $1.02 - $1.07 Per Diluted Share
                       Including Share Based Compensation

Dayville, Connecticut - November 11, 2005 -- United Natural Foods, Inc.,
(Nasdaq: UNFI) today updated its financial outlook for the fiscal year ending
July 31, 2006 to include the impact of share based compensation expense related
to the implementation of FAS123R which was adopted on August 1, 2005.

As previously announced on July 13, 2005, revenues for the fiscal year ending
July 31, 2006 are expected to increase approximately 10% to 15% from fiscal 2005
levels to a range of $2.25 billion to $2.35 billion. Fiscal year 2006 earnings
per diluted share, excluding special items and share based compensation, is
expected to be in the range of $1.14 to $1.19 per share, an increase of 15% to
20% over fiscal 2005 levels, excluding special items.

The Company announced today that during the 2006 fiscal year, it expects to
incur approximately $6.0 million to $8.2 million of share based compensation
expense on a pre-tax basis, or $0.08 to $0.11 per diluted share after tax,
excluding special items. The Company expects to incur $1.4 million to $2.0
million of share based compensation expense on a pre-tax basis, or $0.02 to
$0.03 per share after tax during the first quarter of the 2006 fiscal year,
excluding special items. The actual expenses recorded during the 2006 fiscal
year may fluctuate based on factors such as the actual number of equity awards
granted to employees, changes in the Company's stock price, and the valuation
methods and underlying assumptions used in estimating the fair value of share
based payments.

Special items may include labor, moving and other costs related to the expansion
of the Company's distribution facilities. However, at this time the Company does
not know the extent or significance of these items or whether the Company will
in fact incur any of these or other special items in fiscal 2006.

The Company's guidance is based on a number of assumptions, which are subject to
change and many of which are outside the control of the Company. If any of these
assumptions vary, the Company's guidance may change. There can be no assurance
that the Company will achieve these results. A description of the Company's use
of non-GAAP information is provided under "Non-GAAP Results" below.



About United Natural Foods

United Natural Foods, Inc. carries and distributes more than 40,000 products to
more than 20,000 customers nationwide. The Company serves a wide variety of
retail formats including conventional supermarket chains, natural product
superstores, independent retail operators and the food service channel.


For more information on United Natural Foods, Inc., visit the Company's website
at www.unfi.com.

AT THE COMPANY:                           FINANCIAL RELATIONS BOARD
- --------------------------------------------------------------------------------
Rick Puckett                              Joseph Calabrese
Chief Financial Officer                   General Information
(860) 779-2800                            (212) 827-3772

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Statements in this press release regarding the Company's business that 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 quarterly report on Form 10-K filed with the Commission on October
13, 2005, 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. The Company is not undertaking to update any information in the foregoing
reports until the effective date of its future reports required by applicable
laws. Any projections of future results of operations should not be construed in
any manner as a guarantee that such results will in fact occur. These
projections are subject to change and could differ materially from final
reported results. The Company may from time to time update these publicly
announced projections, but it is not obligated to do so.

Non-GAAP Results: To supplement its financial statements presented on a basis of
generally accepted accounting principles in the United States of America (GAAP),
the Company uses non-GAAP additional measures of operating results, net earnings
and earnings per share adjusted to exclude special charges. The Company believes
that the use of these additional measures is appropriate to enhance an overall
understanding of its past financial performance and also its prospects for the
future as these special charges are not expected to be part of the Company's
ongoing business. The adjustments to the Company's GAAP results are made with
the intent of providing both management and investors with a more complete
understanding of the underlying operational results and trends and its
marketplace performance. For example, these adjusted non-GAAP results are among
the primary indicators management uses as a basis for its planning and
forecasting of future periods. The presentation of this additional information
is not meant to be considered in isolation or as a substitute for net earnings
or diluted earnings per share prepared in accordance with GAAP.