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 27, 2007


                           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 November 27, 2007, United Natural Foods, Inc. (the "Company") and its
subsidiaries United Natural Foods West, Inc., United Natural Trading Co.,
Distribution Holdings, Inc., Springfield Development, LLC and Millbrook
Distribution Services Inc. (collectively with the Company, the "Borrowers"),
entered into a Fourth Amendment Agreement (the "Credit Facility Amendment") with
the lenders named therein (the Lenders") and Bank of America, N.A. ("Bank of
America"), as administrative agent, which amends the Amended and Restated Loan
and Security Agreement, dated April 30, 2004, as amended (the "Credit
Facility"), by and among the Borrowers, the lenders named therein, Bank of
America, as administrative and collateral agent, and certain parties thereto.

The Credit Facility Amendment is effective as of November 27, 2007 and extends
the maturity date of the Credit Facility to November 27, 2012. The Credit
Facility Amendment also increases the maximum committed amount under the Credit
Facility from $250,000,000 to $400,000,000. The Company has the right under the
Credit Facility Amendment to request a one-time increase in the maximum
committed amount under the Credit Facility of between $10,000,000 and
$50,000,000, provided that the requested increase is an integral multiple of
$10,000,000. Each Lender, in its sole and absolute discretion, has the right to
determine whether to fund its proportionate amount of any such requested
increase in the maximum committed amount under the Credit Facility.

The foregoing description of the Credit Facility Amendment does not purport to
be complete and is qualified in its entirety by reference to the full text of
such amendment, which will be filed as an exhibit to the Company's Quarterly
Report on Form 10-Q for the second quarter of fiscal 2008.


Item 2.04.  Triggering Events that Accelerate or Increase a Direct Financial
            Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth under Item 1.01 of this Current Report on Form 8-K is
incorporated herein by this reference.

Item 8.01   Other Events.

On November 29, 2007, the Company issued a press release announcing the entry by
the Company into the Credit Facility Amendment. A copy of this 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       Press Release, dated November 29, 2007: United
                                Natural Foods Announces Increase in Revolving
                                Credit Facility to $400 Million.


                                   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:  December 3, 2007

EX-99.1

                                                                    Exhibit 99.1


                   [LETTERHEAD OF UNITED NATURAL FOODS, INC.]


IMMEDIATE RELEASE
November 29, 2007

                         UNITED NATURAL FOODS ANNOUNCES
              INCREASE IN REVOLVING CREDIT FACILITY TO $400 MILLION

Dayville, Connecticut - November 29, 2007 -- United Natural Foods, Inc. (Nasdaq:
UNFI) (the "Company") today announced that it has completed an amended and
restated five-year $400 million revolving credit facility with a bank group that
was led by Bank of America Business Capital, as the Administrative Agent,
effective November 27, 2007.

The amended and restated credit facility replaces an existing $250 million
revolving credit facility and extends the maturity date of the credit facility
to November 27, 2012. The Company's outstanding commitments under the amended
and restated credit facility as of October 27, 2007 were approximately $165
million.

Michael Funk, President and Chief Executive Officer, commented, "We are pleased
to continue our long and successful relationship with Bank of America, which
provides us enhanced flexibility to continue to execute plans to grow the
Company, expand our distribution network and selectively pursue strategic
investment opportunities."

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."

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

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.