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): September 26, 2006


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


               Delaware                 000-21531           05-0376157
     (State or Other Jurisdiction      (Commission         (IRS Employer
           of Incorporation)           File 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 1.01. Entry into a Material Definitive Agreement.

On September 26, 2006, United Natural Foods, Inc. (the "Company") entered into a
definitive seven-year Primary Distribution Agreement (the "Distribution
Agreement") with Whole Foods Market Distribution, Inc. ("Whole Foods Market"), a
wholly owned subsidiary of Whole Foods Market, Inc., pursuant to which the
Company will continue to serve as the primary wholesale natural grocery
distributor to Whole Foods Market in the regions of the United States that the
Company currently serves. The Distribution Agreement is effective as of
September 26, 2006 and replaces the existing three-year distribution agreement
between the Company and Whole Foods Market, which was scheduled to expire on
December 31, 2007. The Distribution Agreement relates to all products purchased
by Whole Foods Market from the Company (excluding products distributed by
Albert's Organics, Inc., a wholly owned subsidiary of the Company, and products
purchased by Whole Foods Market from the Company's manufacturing arms and retail
divisions), and generally extends the Company's current arrangement with Whole
Foods Market through September 29, 2013.

The Distribution Agreement requires Whole Foods Market, in eight of the eleven
regions which it serves, to continue to purchase a stated minimum amount of
products from the Company during each Whole Foods Market fiscal year during the
term of the Distribution Agreement. The Distribution Agreement also requires
that, collectively, Whole Foods Market's U.S. grocery stores in nine of the
eleven regions that it serves and where the Company is currently the primary
distributor, purchase from the Company a dollar majority of those products
purchased from all wholesale natural grocery distributors.

A copy of the press release announcing the entry into the Distribution Agreement
is attached as Exhibit 99.1 hereto, and, except for the portion thereof related
to the information disclosed under Item 2.02 below, is incorporated by reference
herein.


Item 1.02. Termination of a Material Definitive Agreement.

As described under Item 1.01 above, effective September 26, 2006, the Company's
prior distribution agreement with Whole Foods Market terminated. The prior
agreement was scheduled to terminate on December 31, 2007 in accordance with its
terms.


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 portion of
the exhibit attached hereto related to the information disclosed under this Item
2.02, 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 included under Item
2.02 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.

On October 2, 2006, in connection with announcing its entry into the
Distribution Agreement, the Company reaffirmed its fiscal 2007 guidance, which
originally was provided on August 30, 2006.


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 October 2, 2006: United
                              Natural Foods, Inc. Extends Long-Term Partnership
                              with Whole Foods Market(R).



                                   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/ Mark E. Shamber
                                              -----------------------------
                                              Mark E. Shamber
                                              Vice President and acting Chief
                                              Financial Officer

                                          Date: October 2, 2006

EX-99.1

                                                                    Exhibit 99.1


                   [LETTERHEAD OF UNITED NATURAL FOODS, INC.]


            UNITED NATURAL FOODS, INC. EXTENDS LONG-TERM PARTNERSHIP
                           WITH WHOLE FOODS MARKET(R)

               SIGNS NEW SEVEN-YEAR PRIMARY DISTRIBUTION AGREEMENT

Dayville, Connecticut - October 2, 2006 - United Natural Foods, Inc. (NASDAQ:
UNFI) announced today that Whole Foods Market Distribution, Inc., a wholly owned
subsidiary of Whole Foods Market, Inc. (NASDAQ: WFMI) and UNFI have entered into
a new seven-year Primary Distribution Agreement. Under the terms of the
definitive agreement, effective from September 26, 2006 through September 29,
2013, United Natural Foods will continue to serve as the primary wholesale
natural grocery distributor to Whole Foods Market in its United States regions
where United Natural Foods currently serves as the primary distributor. This new
agreement replaces an existing three-year primary distribution agreement that
was not scheduled to expire until December 31, 2007. At this time, additional
terms of the agreement are not being disclosed.

Walter Robb, Co-President and Co-Chief Operating Officer of Whole Foods Market,
commented, "Whole Foods Market is pleased to extend our long-term relationship
with United Natural Foods. This seven-year agreement will allow us to
concentrate our capital investment and resources on aggressively expanding our
store base. Having United Natural Foods as a distribution partner is an
important element of our growth strategy and we look forward to building and
enhancing the strategic partnership between the two companies."

Michael Funk, United Natural Foods' President and Chief Executive Officer,
commented, "We are excited about the opportunity to extend our decades old
partnership with Whole Foods Market, the world's leading natural and organic
foods supermarket. This new long-term agreement represents a natural progression
for both companies and, as America's premier certified organic distributor, we
are committed to helping our customers be more successful in their marketplace
by providing the highest quality product assortments and value-added support
services."

"Having secured Whole Foods Market's long-term commitment in utilizing United
Natural Foods as its primary natural grocery distributor, we will be able to
continue to invest in our infrastructure to provide scalability as well as the
necessary support to meet their growth needs as well as the growth of all our
customers. Over the next 18 to 24 months, we will continue to focus on enhancing
our distribution network in order to improve customer service as well as reduce
transportation costs." Mr. Funk added, "We look forward to capitalizing on the
tremendous growth opportunities that exist in the industry and helping Whole
Foods Market, as it implements its store development pipeline, to meet growth
goals."


United Natural Foods reported net sales for fiscal 2006, ended July 29, 2006, of
$2.43 billion. Whole Foods accounted for approximately 26% of United Natural
Foods sales in fiscal 2006.

United Natural Foods Reiterates Fiscal 2007 Guidance

In conjunction with the announcement of the new long-term agreement with Whole
Foods Market, the Company reiterated its fiscal 2007 guidance, which was
originally provided on August 30, 2006.

For fiscal 2007, revenues are expected to increase approximately 11% to 15% from
fiscal 2006 to a range of $2.7 billion to $2.8 billion. Fiscal 2007 earnings per
diluted share are expected to be in the range of $1.25 to $1.30 per share, an
increase of 15% to 19% over fiscal 2006.

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. United
Natural Foods was ranked by Forbes in 2005 as one of the "Best Managed Companies
in America," ranked by Fortune in 2006 as one of its "Most Admired Companies,"
and ranked by Business Ethics as one of its "100 Best Corporate Citizens for
2006."

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

UNITED NATURAL FOODS                      FINANCIAL RELATIONS BOARD
Mark E. Shamber                           Joseph Calabrese
Acting 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-Q filed with the Commission on June 8,
2006, 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.

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