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): October 5, 2007


                           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)

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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 October 5, 2007, United Natural Foods, Inc. (the "Company") and UNFI Merger
Sub, Inc., a wholly-owned subsidiary of the Company ("Merger Sub"), entered into
a Merger Agreement with Distribution Holdings, Inc. ("Holdings"), a privately
held company, and Millbrook Distribution Services Inc., a wholly-owned
subsidiary of Holdings ("Distribution Services").

Pursuant to the Merger Agreement, the Company proposes to acquire all of the
outstanding capital stock of Holdings through a merger of Merger Sub and
Holdings, with Holdings continuing as the surviving corporation (the "Merger").
Following completion of the Merger, Holdings will be a subsidiary of the
Company. Pursuant to the Merger Agreement, each share of common stock (other
than shares held by Holdings as treasury stock, shares held by the Company or
shares held by holders who have properly demanded appraisal for such shares
under Delaware law), Series A Preferred Stock and Series B Preferred Stock of
Holdings outstanding immediately prior to the effective time of the Merger will
be converted into the right to receive a cash payment, without interest or
dividends, on the terms set forth in the Merger Agreement.

Each of the parties to the Merger Agreement makes certain customary
representations, warranties and covenants in the Merger Agreement. Holdings and
Distribution Services also have agreed to certain pre-closing covenants in the
Merger Agreement, including, among other things, (i) covenants that Holdings and
Distribution Services will carry on their businesses in the ordinary course
during the period between the date of the Merger Agreement and closing, and that
they will not engage in certain types of transactions without the consent of the
Company during such period, and (ii) covenants not to solicit, initiate,
encourage or take any other action to facilitate the submission of any
inquiries, proposals or offers from any third party of any third party
transaction (as defined in the Merger Agreement), or agree to or endorse or
enter into discussions or negotiations related to any third party transaction.
The Merger Agreement provides the Company and Holdings and Distribution Services
with customary termination rights.

The Merger has been approved by the boards of directors of both the Company and
Holdings. The Company currently anticipates completing the Merger in the second
quarter of fiscal 2008, subject to various closing conditions, including
regulatory review and approval under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, approval of the Merger by greater than 95%
of Holdings' voting shareholders and other customary conditions.

Item 7.01.  Regulation FD Disclosure.

On October 5, 2007, the Company issued a press release announcing the execution
of the Merger Agreement. A copy of the press release is attached hereto and
furnished herewith as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits.

            (a)   Financial Statements of Businesses Acquired: Not Applicable

            (b)   Pro Forma Financial Information: Not Applicable

            (c)   Shell Company Transactions: Not Applicable

            (d)   Exhibits.


          Exhibit No.   Description
          -----------   -----------

            99.1        United Natural Foods, Inc. and Millbrook Distribution
                        Services Inc. Announce Definitive Merger Agreement.

                                   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 Chief Financial Officer

                                  Date:  October 11, 2007

EX-99.1

                                                                    Exhibit 99.1


                   [LETTERHEAD OF UNITED NATURAL FOODS, INC.]


IMMEDIATE RELEASE

October 5, 2007

       United Natural Foods, Inc. and Millbrook Distribution Services Inc.
                      Announce Definitive Merger Agreement

      Merger Extends United Natural Foods into Specialty Foods Segment and
               Enhances Conventional Supermarket Business Channel

Dayville, Connecticut - October 5, 2007 -- United Natural Foods, Inc. (Nasdaq:
UNFI) (the "Company") and Millbrook Distribution Services Inc ("Millbrook"), a
privately held subsidiary of Distribution Holdings, Inc., today announced a
definitive merger agreement whereby UNFI Merger Sub, Inc., a wholly-owned
subsidiary of United Natural Foods, Inc., will acquire all the outstanding
shares of Distribution Holdings Inc. The financial terms of the transaction were
not disclosed. The transaction is expected to close within the next 30 days and
is subject to customary closing conditions, including compliance with the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

The proposed transaction will accomplish several strategic objectives for United
Natural Foods, including accelerating the Company's expansion into a number of
high-growth business segments and establishing an immediate market share in the
fast-growing Specialty Foods market. Millbrook's robust customer base will
significantly enhance United Natural Food's conventional supermarket business
channel; while both organizations' complementary product portfolios represent
significant opportunities for cross-selling.

"This pending transaction demonstrates our commitment to profitably grow the
Company while extending our competitive advantages and increasing shareholder
value," commented, Michael Funk, President and Chief Executive Officer of United
Natural Foods. "This combination will achieve our stated goal to increase the
Company's footprint in the Specialty Foods segment and will extend the breadth,
scale and capabilities of our distribution network."

Established in 1960 and headquartered in Leicester, MA, Millbrook is a full-line
distributor with a substantial specialty food business consisting of ethnic,
kosher, gourmet, organic and natural foods and also offers customers an
extensive selection of health and beauty care items, including a full-line of
national and branded products.

With annualized revenues in excess of $300 million, Millbrook distributes more
than 22,000 specialty food items, and over 20,000 health and beauty care items
and other non-food items to more then 9,000 retail locations. Customers include
independent store retailers, as well as regional and national supermarket, mass
merchandisers and chain drug stores, in 48 states. Millbrook's distribution
network features four distribution centers, representing over 1.6 million square
feet of warehouse space, located in Harrison, AR (1.2 million square feet);
Leicester, MA (188,000 square feet); East Brunswick, NJ (177,600 square feet)
and Tampa, FL (65,000 square feet).


Robert A. Sigel, Millbrook's President and Chief Executive Officer, will
continue to oversee the operations of Millbrook once the merger with United
Natural Foods is completed. Mr. Sigel commented, "We are very pleased to be
announcing this transaction, which we believe clearly serves the best interests
of the customers and employees of both companies. Millbrook will have
significant growth opportunities as part of United Natural Foods and we look
forward to leveraging the combined sales and distribution platforms."

Mr. Funk added, "Millbrook promises to be a significant addition to our
organization and we're excited to welcome Bob Sigel, Millbrook's employees and
their customers to United Natural Foods."

Upon completion of the transaction, United Natural Foods will host a conference
call with investors. Credit Suisse Securities (USA) LLC acted as financial
advisor to United Natural Foods.

About United Natural Foods
United Natural Foods, Inc. carries and distributes more than 40,000 products to
more than 17,000 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, Inc. was ranked by Forbes in 2005 as one of the "Best Managed
Companies in America," ranked by Fortune in 2006 and 2007 as one of its "Most
Admired Companies," and ranked by Business Ethics as one of its "100 Best
Corporate Citizens for 2006."


AT THE COMPANY:                           FINANCIAL RELATIONS BOARD
- --------------------------------------------------------------------------------
Mark Shamber                              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 annual report on Form 10-K filed with the Commission on September
26, 2007, 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.